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                                                                    EXHIBIT 10.1







                              COLLEGECLUB.COM, INC.

                           THIRD AMENDED AND RESTATED

                           INVESTORS' RIGHTS AGREEMENT

                       ----------------------------------

                                 MARCH 27, 2000


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                                TABLE OF CONTENTS

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                                                                                                               Page
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<S>                                                                                                            <C>
1.       REGISTRATION RIGHTS.....................................................................................3

         1.1      DEFINITIONS....................................................................................3

         1.2      DEMAND REGISTRATION............................................................................4

         1.3      COMPANY REGISTRATION...........................................................................6

         1.4      FORM S-3.......................................................................................7

         1.5      EXPENSES OF REGISTRATION.......................................................................8

         1.6      REGISTRATION PROCEDURES........................................................................9

         1.7      INDEMNIFICATION...............................................................................10

         1.8      INFORMATION BY HOLDER.........................................................................12

         1.9      RULE 144 REPORTING............................................................................12

         1.10     TRANSFER OF REGISTRATION RIGHTS...............................................................13

         1.11     "MARKET STAND-OFF" AGREEMENT..................................................................13

         1.12     TERMINATION OF RIGHTS.........................................................................13

2.       RIGHT OF FIRST OFFER TO PURCHASE EQUITY SECURITIES.....................................................14

         2.1      PURCHASE RIGHT................................................................................14

         2.2      NOTICE OF INTENT TO SELL AND ISSUE............................................................14

         2.3      INVESTOR FAILURE TO PURCHASE..................................................................14

         2.4      INVESTOR PURCHASE.............................................................................15

         2.5      EXCLUDED SECURITIES...........................................................................15

         2.6      TERMINATION...................................................................................15

         2.7      EQUITY SECURITIES.............................................................................15

3.       RIGHT OF FIRST REFUSAL.................................................................................15

         3.1      NOTICE........................................................................................15


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         3.2      EXERCISE OF RIGHT OF FIRST REFUSAL............................................................16

         3.3      SETTLEMENT....................................................................................17

         3.4      REVIVAL OF RIGHT OF FIRST REFUSAL.............................................................17

4.       CO-SALE RIGHT..........................................................................................17

         4.1      NOTICE OF SALES...............................................................................17

         4.2      CO-SALE RIGHT.................................................................................18

         4.3      DELIVERY OF CERTIFICATES......................................................................18

         4.4      TRANSFER......................................................................................18

         4.5      NO ADVERSE EFFECT.............................................................................19

         4.6      PERMITTED TRANSACTIONS........................................................................19

         4.7      TERMINATION OF RIGHTS.........................................................................19

         4.8      ASSIGNMENT OF RIGHTS..........................................................................19

         4.9      PROHIBITED TRANSFERS..........................................................................19

         4.10     LEGENDED CERTIFICATES.........................................................................19

5.       BOARD VISITATION.......................................................................................20

6.       AMENDMENT, RESTATEMENT AND WAIVER OF RIGHTS OF PARTIES TO PRIOR RIGHTS AGREEMENT; ADDITION OF PARTIES..20

         6.1      AMENDMENT, RESTATEMENT OF PRIOR RIGHTS AGREEMENT; APPROVAL OF GRANT OF RIGHTS TO INVESTORS....20

         6.2      WAIVER OF RIGHT OF FIRST REFUSAL..............................................................20

7.       INFORMATION RIGHTS; ADDITIONAL COVENANTS...............................................................20

         7.1      FINANCIAL STATEMENTS AND INFORMATION..........................................................20

         7.2      INSPECTION....................................................................................21

         7.3      NOTICE OF CERTAIN EVENTS......................................................................21

8.       GENERAL............................................................................................... 21

         8.1      WAIVERS AND AMENDMENTS........................................................................21


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         8.2      GOVERNING LAW.................................................................................22

         8.3      SUCCESSORS AND ASSIGNS........................................................................22

         8.4      ENTIRE AGREEMENT..............................................................................22

         8.5      NOTICES, ETC..................................................................................22

         8.6      SEVERABILITY..................................................................................22

         8.7      TITLES AND SUBTITLES..........................................................................22

         8.8      COUNTERPARTS..................................................................................23

         8.9      QUALIFIED SMALL BUSINESS STOCK STATUS.........................................................23

         8.10     AFFILIATED FUNDS..............................................................................23
</TABLE>


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                              COLLEGECLUB.COM, INC.
                           THIRD AMENDED AND RESTATED
                           INVESTORS' RIGHTS AGREEMENT



         THIS THIRD AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT (the
"Agreement") is entered into as of March 27, 2000, by and among COLLEGECLUB.COM,
INC., a Delaware corporation (the "Company"), and the entities and individuals
listed on the EXHIBIT A attached hereto (the "Investors") and, for the purpose
of Sections 3 and 4 only, Michael C. Pousti, Jr. ("Pousti").

                                    RECITALS:

         A. Certain of the Investors previously purchased from the Company
shares of the Company's Series B Preferred Stock and Series B-1 Preferred Stock
and concurrently therewith entered into an Amended and Restated Investors'
Rights Agreement setting forth certain registration and other rights of such
Investors (the "First Rights Agreement").

         B. The Company and certain of the Investors entered into a Series
C Preferred Stock Purchase Agreement pursuant to which certain of the Investors
purchased from the Company shares of the Company's Series C Preferred Stock.
CollegeStudent.com, Inc., a Texas corporation ("CollegeStudent.com") and the
Company entered into an Agreement and Plan of Merger (the "CollegeStudent Merger
Agreement") pursuant to which the Company issued to certain Investors (the
"CollegeStudent.com Investors") shares of the Company's Common Stock and Series
C-1 Preferred Stock and concurrently therewith the Investors holding Series B
Preferred Stock, Series B-1 Preferred Stock, Series C Preferred Stock and the
CollegeStudent.com Investors entered into the Second Amended and Restated
Investors' Rights Agreement which replaced the First Rights Agreement ("Second
Rights Agreement" and collectively with the First Rights Agreement, the "Prior
Rights Agreement").

         C. The Company, Versity.com, Inc., a Delaware corporation
("Versity"), certain shareholders of Versity.com (the "Versity Investors"), and
Ver Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of
Parent ("Acquisition"), intend to enter into that certain Agreement and Plan of
Merger (the "Versity Merger Agreement"), providing for the merger of Acquisition
with and into Versity, pursuant to which the Versity Investors will be
exchanging their shares of common stock of Versity for shares of Common Stock of
the Company. In addition, the Company is issuing shares of the Company's Series
C-2 Preferred Stock in connection with a strategic alliance it is entering into
with National Broadcasting Company, Inc., a Delaware corporation ("NBC").

         D. By this Agreement, the Company and the Investors desire to
amend and restate the Second Amended and Restated Investors' Rights Agreement
and set forth certain registration and other rights of the parties as set forth
below.


                                       1
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                                   AGREEMENT:

         NOW, THEREFORE, in consideration of the foregoing and of the mutual
promises and covenants contained herein, the parties agree as follows:


                                       2
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         1. REGISTRATION RIGHTS.

                  1.1 DEFINITIONS. As used in this Agreement, the following
terms shall have the following respective meanings:

                           (a) The terms "register," "registered" and
"registration" refer to a registration effected by the preparation and filing of
a registration statement in compliance with the Securities Act of 1933, as
amended (the "Securities Act"), and the declaration or ordering of the
effectiveness of such registration statement.

                           (b) The term "Registrable Securities" means (i) any
and all shares of Common Stock of the Company issued or issuable upon conversion
of the Company's Series B Preferred Stock and Series B-1 Preferred Stock
(including any shares issuable under the Antidilution Agreements, as defined in
Section 2.5) (collectively, "Series B Shares"), (ii) any and all shares of
Common Stock of the Company issued or issuable upon conversion of the Company's
Series C Preferred Stock (the "Series C Shares"), (iii) any and all shares of
Common Stock of the Company issued pursuant to the CollegeStudent Merger
Agreement, (iv) any and all shares of Common Stock of the Company issued
pursuant to the Versity Merger Agreement, (v) any and all shares of Common Stock
of the Company issued or issuable upon conversion of the Company's Series C-1
Preferred Stock issued pursuant to the CollegeStudent Merger Agreement (the
"Series C-1 Shares"), (vi) any and all shares of Common Stock of the Company
issued or issuable upon conversion of the Company's Series C-2 Preferred Stock
(the "Series C-2 Shares") and (vii) any and all shares of Common Stock of the
Company issued in lieu of stock referred to in clauses (i), (ii), (iii), (iv),
(v) or (vi) in any reorganization (except on acquisition of the Company by a
public company), or (vii) stock issued in respect of the stock referred to in
(i), (ii), (iii), (iv), (v), (vi) or (vii) as a result of a stock split, stock
dividend, other distribution, recapitalization or the like.

                           (c) The terms "Holder" or "Holders" means any person
or persons to whom Registrable Securities were originally issued or qualifying
transferees under Section 1.10 hereof who hold Registrable Securities.

                           (d) The term "Initiating Holders" means any Holder or
Holders of 2% or greater of the aggregate of the Registrable Securities then
outstanding.

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

                           (f) The term "Registration Expenses" shall mean all
expenses incurred by the Company in complying with Sections 1.2, 1.3 and 1.4
hereof, including, without limitation, all registration, qualification and
filing fees, printing expenses, escrow fees, fees and disbursements of counsel
for the Company, reasonable fees and disbursements of one counsel for the
Holders, blue sky fees and expenses, and the expense of any special audits
incident to or required by any such registration (but excluding the compensation
of regular employees of the Company which shall be paid in any event by the
Company).


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                  1.2      DEMAND REGISTRATION.

                           (a) REQUEST FOR REGISTRATION. In case the Company
shall receive from Convergence Partners I, LP or an affiliated stockholder
("Convergence"), Sony Corporation of America or an affiliated stockholder
("Sony"), or funds controlled by J. & W. Seligman & Co. Incorporated
("Seligman") (such holders the "Requesting Holders"), a written request that the
Company file a registration statement under the Securities Act covering the
registration of at least 25% of the aggregate number of Registrable Securities
then held by such Requesting Holders, the Company will:

                                    (i) promptly (and in any event within 10
days after receipt thereof) give written notice of the proposed registration,
qualification or compliance to all other Holders; and

                                    (ii) as soon as practicable, use its best
efforts to effect all such registrations, qualifications and compliances
(including, without limitation, the execution of an undertaking to file
post-effective amendments, appropriate qualifications under the applicable blue
sky or other state securities laws and appropriate compliance with exemptive
regulations issued under the Securities Act and any other governmental
requirements or regulations) as may be so requested and as would permit or
facilitate the sale and distribution of all or such portion of the 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 twenty (20) days
after receipt of such written notice from the Company; provided that the Company
shall not be obligated to take any action to effect such registration,
qualification or compliance pursuant to this Section 1.2:

                                             a) at any time prior to the earlier
of (i) nine (9) months following the effective date of the registration
statement on Form S-1 under the Securities Act for the Company's initial
registered firm commitment underwritten public offering resulting in gross
proceeds (net of underwriting discounts and commissions) to the Company of at
least $19,000,000 and with a public offering price of at least $6.33 per share
(as adjusted for any stock split, dividend, combination or the like) (the "IPO")
of its securities to the general public (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) or (ii) April 30, 2002;

                                             b) in any particular jurisdiction
in which the Company would be required to execute a general qualification or
compliance unless the Company is already subject to service in such jurisdiction
and except as required by the Securities Act;

                                             c) after the Company has effected
one (1) such registration pursuant to Section 1.2(a) and such registration has
been declared or ordered effective;

                                             d) unless the anticipated aggregate
proceeds, net of underwriting discounts and commissions, for such registration
are at least Five Million Dollars ($5,000,000).



                                       4
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         Subject to the foregoing clauses (a) through (d), the Company shall
file a registration statement covering the Registrable Securities so requested
to be registered as soon as practicable, but in any event within sixty (60)
days, after receipt of the request of the Requesting Holders; provided, however,
that if the Company shall furnish the Requesting Holders a certificate signed by
the President of the Company stating that in the good faith judgment of the
Board of Directors it would be detrimental to the Company and its stockholders
for such registration statement to be filed at the date filing would be required
and it is therefore essential to defer the filing of such registration
statement, the Company shall have an additional period of not more than ninety
(90) days after the expiration of the initial 60-day period within which to file
such registration statement; provided, however, that the Company may not utilize
this right more than once in any twelve month period.

                           (b) UNDERWRITING. If the Requesting Holders intend to
distribute the Registrable Securities covered by their request by means of an
underwriting, such Requesting Holders shall so advise the Company as 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 Section 1.2(a)(i). In such
event, the underwriter shall be selected by mutual agreement of the Company and
the requesting Holder. The right of any other Holder to include its Registrable
Securities in the registration made pursuant to this Section 1.2 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 the requesting Holder and such other Holder) to the
extent provided herein. The Company shall (together with all Holders proposing
to distribute their securities through such underwriting) enter into an
underwriting agreement in customary form with the underwriter or underwriters.
Notwithstanding any other provision of this Section 1.2, if the underwriter
advises the Requesting Holders and the Company in writing that marketing factors
require a limitation of the number of shares to be underwritten, the Company
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 registration and underwriting shall be allocated
among all Holders thereof in proportion, as nearly as practicable, to the
respective amounts of Registrable Securities held by such Holders; PROVIDED,
HOWEVER, that Registrable Securities held by Holders other than Sony,
Convergence, funds advised by Seligman, the Holders of the Series C Shares, the
holders of the Series C-1 Shares, and the Holders of the Series C-2 Shares shall
be excluded first pro rata from the registration and PROVIDED, FURTHER, that the
Registrable Securities held by Holders who were not Requesting Holders shall be
excluded next from the registration so that the Requesting Holders shall be
entitled to include their Registrable Securities in the registration to the
maximum extent permitted by the underwriter, and PROVIDED, FURTHER, that any
further cutbacks shall be made among the Requesting Holders in proportion to the
number of Registrable Securities being offered by such Requesting Holders. If
any Holder of Registrable Securities disapproves of the terms of the
underwriting, such Holder may elect to withdraw therefrom by written notice to
the Company, the underwriter and the Holder requesting registration. Any
Registrable Securities which are excluded from the underwriting by reason of the
underwriter's marketing limitation or withdrawn from such underwriting shall be
withdrawn from such registration.

                           (c) COMPANY SHARES. If the managing underwriter has
not limited the number of Registrable Securities to be underwritten pursuant to
subsection (b) above, the


                                       5
<PAGE>

Company may include securities for its own account or for the account of others
in such registration if the managing underwriter so agrees and if the number of
Registrable Securities which would otherwise have been included in such
registration and underwriting will not thereby be limited.

                  1.3 COMPANY REGISTRATION.

                           (a) REGISTRATION. If at any time or from time to
time, the Company shall determine to register any of its securities, for its own
account or the account of any of its stockholders, other than a registration on
S-8 relating solely to employee stock option or purchase plans, or a
registration relating solely to an SEC Rule 145 transaction, a registration in
which the only stock being registered is Common Stock issuable upon conversion
of debt securities which are also being registered or a registration on any
other form (other than Form S-1, S-2, S-3, SB-1 or SB-2, or their successor
forms) or any successor to such forms, which does not include substantially the
same information as would be required to be included in a registration statement
covering the sale of Registrable Securities, the Company will:

                                (i) promptly give to each Holder of at least
300,000 shares of Registrable Securities issued or issuable in connection with
the Versity Merger Agreement or upon conversion of the Company's Series B
Preferred Stock or Series B-1 Preferred Stock, or in the case of Sony, both
aggregated together (as adjusted for stock splits, dividends, combinations or
the like), and each holder of Series C Shares, Series C-1 Shares, or Series C-2
Shares (each a "Qualified Holder"), written notice thereof; and

                                (ii) include in such registration (and
compliance), and in any underwriting involved therein, all the Registrable
Securities specified in a written request or requests, made within 20 days after
receipt of such written notice from the Company, by any Qualified Holder, except
as set forth in Section 1.3(b) below.

                           (b) UNDERWRITING. If the registration of which the
Company gives notice is for a registered public offering involving an
underwriting, the Company shall so advise the Holders as a part of the written
notice given pursuant to Section 1.3(a)(i). In such event the right of any
Holder to registration pursuant to this Section 1.3 shall be conditioned upon
such Holder's participation in such underwriting and the inclusion of such
Holder's Registrable Securities in the underwriting to the extent provided
herein. All Holders proposing to distribute their securities through such
underwriting shall (together with the Company and the other stockholders
distributing their securities through such underwriting) enter into an
underwriting agreement in customary form with the underwriter or underwriters
selected for such underwriting by the Company. Notwithstanding any other
provision of this Section 1.3, if the underwriter determines that marketing
factors require a limitation of the number of shares to be underwritten, and (i)
if such registration is the first registered offering of the sale of the
Company's securities to the general public, the underwriter may limit the number
of Registrable Securities to be included in the registration and underwriting on
a pro rata basis according to the number of shares of Registrable Securities
held by such Holder as a percentage of the total number of Registrable
Securities, or may exclude Registrable Securities entirely from such
registration and underwriting, PROVIDED that all securities other than
Registrable Securities are first excluded from such registration; or (ii) if
such registration is other than the first registered offering of the sale of


                                       6
<PAGE>

the Company's securities to the general public, the underwriter may limit the
amount of Registrable Securities to be included in the registration and
underwriting by the Company's stockholders on a pro rata basis according to the
number of shares of Registrable Securities held by such Holder as a percentage
of the total number of Registrable Securities; PROVIDED, HOWEVER, the number of
Registrable Securities to be included in such registration and underwriting
under this Section 1.3(b) shall not be reduced to less than thirty percent (30%)
of the aggregate securities included in such registration without the prior
consent of the Holders holding at least a majority of the Registrable Securities
requested to be included in such registration and underwriting. The Company
shall so advise all Holders of Registrable Securities which would otherwise be
registered and underwritten pursuant hereto. If any Holder disapproves of the
terms of the any such underwriting, he may elect to withdraw therefrom by
written notice to the Company and the underwriter. Any Registrable Securities
excluded or withdrawn from such underwriting shall be withdrawn from such
registration.

         For any selling Holder which is a partnership or corporation, the
partners, retired partners and stockholders 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
Holder such that any pro rata reduction with respect to such selling Holder
shall be based upon the aggregate amount of Registrable Securities owned by all
entities and individuals included in such selling Holder.

                  1.4 FORM S-3. In addition to the rights and obligations set
forth in Section 1.2 and 1.3 above, if the Company shall receive from Initiating
Holders a written request that the Company file a registration statement on Form
S-3 (or any successor to Form S-3) for a public offering of shares of
Registrable Securities and any related qualification or compliance, the
reasonably anticipated aggregate price to the public of which (net of
underwriting discounts and commissions) would equal at least $1,000,000 and the
Company is then a registrant entitled to use Form S-3 to register the shares for
such an offering, the Company will give prompt written notice of the proposed
registration, qualification and compliance to all other Holders and shall file
such registration statement within sixty (60) days after receipt of the request
from the Initiating Holders and shall use its best efforts to cause such shares
to be registered for the offering as may be requested in writing within fifteen
(15) days after receipt of such written notice from the Company as soon as
practicable on Form S-3 (or any successor form to Form S-3); PROVIDED, HOWEVER,
the Company shall not be required to effect a registration pursuant to this
Section 1.4:

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

                           (b) if the Company, within ten (10) days of the
receipt of the request of the Initiating Holders, gives notice of its bona fide
intention to effect the filing of a registration statement with the SEC within
sixty (60) days of receipt of such request (other than with respect to a
registration statement relating to a Rule 145 transaction, an offering solely to
employees or any other registration which is not appropriate for the
registration of Registrable Securities);



                                       7
<PAGE>

                           (c) during the period starting with the date of
filing of, and ending on a date one hundred eighty (180) days following the
effective date of, a registration statement pursuant to Sections 1.2 or 1.3,
provided that the Company is actively employing in good faith all reasonable
efforts to cause such registration statement to become effective and further
provided that no other person or entity could require the Company to file a
registration statement in such period;

                           (d) if the Company has effected two (2) registrations
pursuant to this Section 1.4 within the 12-month period prior to the date of
such request; or

                           (e) if the Company shall furnish to such Initiating
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
detrimental to the Company and its stockholders for such registration statement
to be filed on or before the date filing would be required and it is therefore
essential to defer the filing of such registration statement, in which case the
Company shall have the right to defer such filing for a period of not more than
ninety (90) days after receipt of the request of the Initiating Holders under
this Section 1.4, provided that the Company may not defer such filing pursuant
to this Section 1.4 more than once in any 12-month period.

         In the event such Initiating Holders propose to offer the shares of
Registrable Securities pursuant to this Section 1.4 by means of an underwriting,
the proposed underwriters shall be selected by the Company and shall be
reasonably acceptable to a majority in interest of the Initiating Holders. The
Company shall give written notice to all Holders of the receipt of a request for
registration pursuant to this Section 1.4 and shall provide a reasonable
opportunity for other Holders to participate in the registration, provided that
if the registration is for an underwritten offering, the terms of Section 1.2(b)
shall apply to all participants in such offering. 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 EXPENSES OF REGISTRATION. All Registration Expenses
incurred in connection with any registration, qualification or compliance
pursuant to this Section 1 shall be borne by the Company except as follows:

                           (a) The Company shall not be required to pay for
expenses of any registration proceeding begun pursuant to Sections 1.2 or 1.4,
the request for which has been subsequently withdrawn by the Requesting Holders
or the Initiating Holders, in which case such expenses shall be borne by all of
the participating Holders unless, at the time of such withdrawal, the Holders
have learned of a material adverse change in the condition, business or
prospects of the Company from that known to the Requesting Holders or the
Initiating Holders at the time of their request.

                           (b) The Company shall not be required to pay
underwriters' fees, discounts or commissions, or stock transfer taxes relating
to Registrable Securities. The Company shall be required to pay the reasonable
fees and disbursements of one counsel for the Holders to be selected by Holders
of a majority of the Registrable Securities.


                                       8
<PAGE>

                  1.6 REGISTRATION PROCEDURES. In the case of each registration,
qualification or compliance effected by the Company pursuant to this Rights
Agreement, the Company will keep each Holder participating therein advised in
writing as to the initiation of each registration, qualification and compliance
and as to the completion thereof. Whenever required under this Section 1 to
effect the registration of any Registrable Securities, the Company will 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 to become effective, and, upon the request
of the Holders of a majority of the Registrable Securities registered
thereunder, keep such registration statement effective until the distribution
contemplated by such registration statement is complete.

                           (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 Securities 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 Securities Act, and such other documents as they may
reasonably request in order to facilitate the disposition of Registrable
Securities owned by them.

                           (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, except as required under
the Securities Act, to file a general consent to service of process in any such
states or jurisdictions.

                           (e) 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 Securities Act of the happening of
any event as a result of which the prospectus included in such registration
statement, as then in effect, includes any untrue statement of material fact or
omits to state a material fact necessary to make the statements therein not
misleading in the light of the circumstances then existing, such obligation to
continue for one hundred twenty (120) days.

                           (f) Cause all such Registrable Securities registered
pursuant hereunder to be listed on each securities exchange or automated
quotation system on which similar securities issued by the Company are then
listed.

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

                           (h) Use its best efforts to furnish, at the request
of any Holder requesting registration of Registrable Securities pursuant to this
Section 1.6, on the date that such


                                       9
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Registrable Securities are delivered to the underwriters for sale in connection
with a registration pursuant to Section 1.6, 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 accounts of the Company, in form and substance
as is customarily given by independent certified public accounts to underwriters
in an underwritten public offering, addressed to the underwriters, if any, and
to the Holders requesting registration of Registrable Securities.

                  1.7 INDEMNIFICATION.

                           (a) The Company will indemnify and hold harmless each
Holder of Registrable Securities and each of its officers, directors and
partners, and each person controlling such Holder, with respect to which such
registration, qualification or compliance has been effected pursuant to this
Rights Agreement, and each underwriter, if any, and each person who controls any
underwriter of the Registrable Securities held by or issuable to such Holder,
against all claims, losses, expenses, damages and liabilities (or actions in
respect thereto) arising out of or based on any untrue statement (or alleged
untrue statement) of a material fact contained in any registration statement
(including any preliminary or final prospectus contained therein or any
amendments or supplements thereto) incident to any such registration,
qualification or compliance, or based on any omission (or alleged omission) to
state therein a material fact required to be stated therein or necessary to make
the statement therein not misleading, or any violation or alleged violation by
the Company of the Securities Act, the Securities Exchange Act of 1934 (the
"Exchange Act") any state securities law or any rule or regulation promulgated
under the Securities Act, or the Exchange Act, and will reimburse each such
Holder, each of its officers, directors and partners, and each person
controlling such Holder, each such underwriter and each person who controls any
such underwriter, as incurred, for any reasonable legal and any other expenses
incurred by them in connection with investigating, defending or settling any
such claim, loss, damage, liability or action; provided, however, that the
indemnity agreement contained in this Section 1.7(a) shall not apply to amounts
paid in settlement of any such claim, loss, damage, liability, or action if such
settlement is effected without the consent of the Company (which consent shall
not be unreasonably withheld); and provided further, that the Company will not
be liable in any such case to the extent that any such claim, loss, damage or
liability arises out of or is based on any untrue statement or omission based
upon written information furnished to the Company by an instrument duly executed
by such Holder, controlling person or underwriter specifically for use therein.

                           (b) Each Holder will, if Registrable Securities held
by or issuable to such Holder are included in the securities as to which such
registration, qualification or compliance is being effected, indemnify and hold
harmless the Company, each of its directors and officers who has signed the
registration statement, each underwriter, if any, of the Company's securities
covered by such a registration statement, each person who controls the Company
within the meaning of the Securities Act, the Company's legal counsel and each
other such selling Holder, each of its officers, directors and partners and each
person controlling such


                                       10
<PAGE>

Holder, against all claims, losses, expenses, damages and liabilities (or
actions in respect thereof) arising out of or based on any untrue statement of a
material fact contained in any such registration statement, (including any
preliminary or final prospectus contained therein or any amendments or
supplements thereto) or any omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading,
and will reimburse the Company, such Holders, such directors, officers,
partners, persons or underwriters for any reasonable legal or any other expenses
incurred in connection with investigating, defending or settling any such claim,
loss, damage, liability or action, in each case to the extent, but only to the
extent, that such untrue statement (or alleged untrue statement) or omission (or
alleged omission) is made in such registration statement in reliance upon and in
conformity with written information furnished to the Company by the Holder in an
instrument duly executed by such Holder specifically for use therein; provided,
however, that the indemnity agreement contained in this Section 1.7(b) shall not
apply to amounts paid in settlement of any such claim, loss, damage, liability
or action if such settlement is effected without the consent of the Holder
(which consent shall not be unreasonably withheld); and provided further, that
the total amount for which any Holder shall be liable under this Section 1.7(b)
shall not in any event exceed the net proceeds received by such Holder from the
sale of Registrable Securities held by such Holder in such registration.

                           (c) Each party entitled to indemnification under this
Section 1.7 (the "Indemnified Party") shall give notice to the party required to
provide indemnification (the "Indemnifying Party") promptly after such
Indemnified Party has actual knowledge of any claim as to which indemnity may be
sought, and shall permit the Indemnifying Party to assume the defense of any
such claim or any litigation resulting therefrom; provided that counsel for the
Indemnifying Party, who shall conduct the defense of such claim or litigation,
shall be approved by the Indemnified Party (whose approval shall not be
unreasonably withheld), and the Indemnified Party may participate in such
defense at such party's expense; and provided further, that the failure of any
Indemnified Party to give notice as provided herein shall not relieve the
Indemnifying Party of its obligations hereunder, unless such failure resulted in
prejudice to the Indemnifying Party's ability to defend such action 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 1.7; and provided further, 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 counsel,
with the 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. No Indemnifying Party, in the defense of any such
claim or litigation, shall, except with the consent of each Indemnified Party,
consent to entry of any judgment or enter into any settlement which does not
include as an unconditional term thereof the giving by the claimant or plaintiff
to such Indemnified Party of a release from all liability in respect to such
claim or litigation.

                           (d) If the indemnification provided for in this
Section 1.7 is held by a court of competent jurisdiction to be unavailable to an
indemnified party with respect to any loss, liability, claim, damage or expense
referred to therein, then the indemnifying party, in lieu of indemnifying such
indemnified party hereunder, shall contribute to the amount paid or payable


                                       11
<PAGE>

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 1.7(d)exceed the net proceeds from the offering received
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) The obligations of the Company and Holders under
this Section 1.7 shall survive the completion of any offering of Registrable
Securities in a registration statement under this Section 1, and otherwise.

                  1.8 INFORMATION BY HOLDER. Any Holder or Holders of
Registrable Securities included in any registration shall promptly furnish to
the Company such information regarding such Holder or Holders and the
distribution proposed by such Holder or Holders as the Company may request in
writing and as shall be required in connection with any registration,
qualification or compliance referred to herein.

                  1.9 RULE 144 REPORTING. With a view to making available to
Holders the benefits of certain rules and regulations of the SEC which may
permit the sale of the Registrable Securities to the public without
registration, the Company agrees at all times to:

                           (a) make and keep public information available, as
those terms are understood and defined in SEC Rule 144, after ninety (90) days
after the effective date of the first registration filed by the Company for an
offering of its securities to the general public;

                           (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 Securities Act and the
Exchange Act (at any time after it has become subject to such reporting
requirements); and

                           (d) so long as a Holder owns any Registrable
Securities, to furnish to such Holder forthwith upon reasonable request a
written statement by the Company that it has complied with the reporting
requirements of said Rule 144 (at any time after ninety (90) days after the
effective date of the first registration statement filed by the Company for an
offering of its securities to the general public), the Securities 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 under Form S-3 (at any time after it so qualifies) a copy of the most


                                       12
<PAGE>

recent annual or quarterly report of the Company, and such other reports and
documents so filed by the Company as the Holder may reasonably request in
complying with any rule or regulation of the SEC allowing the Holder to sell any
such securities without registration.

                  1.10 TRANSFER OF REGISTRATION RIGHTS. Holders' rights to cause
the Company to register their securities and keep information available granted
to them by the Company under Section 1 may be assigned to a transferee or
assignee of at least the lesser of all or 300,000 shares (as adjusted for stock
splits, dividends, combinations or the like) of a Holder's Registrable
Securities or to an affiliated limited partnership or other affiliate of such
Holder, provided that the Company is given written notice by such Holder at the
time of or within a reasonable time after said transfer, stating the name and
address of said transferee or assignee and identifying the securities with
respect to which such registration rights are being assigned. The foregoing
limitation shall not apply, however, to (i) transfers by a Holder which is a
limited partnership to its partners or retired partners, an affiliated limited
partnership or other affiliate of such Holder; provided, however, that all such
transferees or assignees agree in writing to appoint a single representative as
their attorney-in-fact for the purpose of receiving any notices and exercising
their rights under this Section 1, (ii) transfers to another holder of
Registrable Securities who already possesses registration rights pursuant to the
terms of this Agreement, or (iii) transfers to a transferee or assignee
acquiring more than ten percent (10%) of the Company's outstanding capital
stock. The Company may prohibit the transfer of any Holders' rights under this
Section 1.10 to any proposed transferee or assignee who the Company reasonably
believes is a competitor of the Company.

                  1.11 "MARKET STAND-OFF" AGREEMENT. Each Holder hereby agrees
that, during the period of duration (not to exceed 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 Securities Act in connection with its initial public offering, 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, pledge or otherwise
transfer or dispose of (other than to donees who agree to be similarly bound)
any Common Stock of the Company held by it at any time during such period except
Common Stock included in such registration; provided, however, that such
agreement shall not be required unless all officers and directors of the Company
enter into similar agreements. Anything in this Agreement to the contrary
notwithstanding, no Investor shall be prohibited under this Agreement from
freely acquiring or disposing of any Shares of the Common Stock of the Company
acquired by it on the public market (including, without limitation, shares of
the Company's Common Stock acquired in its initial public offering or any market
that may develop pursuant to Rule 144A under the Securities Act).

         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 of securities of every other person subject to the
foregoing restriction) until the end of such period.

                  1.12 TERMINATION OF RIGHTS. All rights to cause the Company to
register securities under Sections 1.2, 1.3 or 1.4 shall terminate with respect
to such Holder upon the earlier to occur of (i) three years after the closing
date of the Company's initial public offering, or (ii) such time after the
Company has completed an initial public offering, it is subject to the


                                       13
<PAGE>

provisions of the Exchange Act, and such Holder, Holder's affiliates, partners
or former partners are able to distribute all Registrable Securities held or
issuable to such Holder, Holder's affiliates, partners or former partners
pursuant to Rule 144 during any ninety (90) day period.

         2. RIGHT OF FIRST OFFER TO PURCHASE EQUITY SECURITIES.

                  2.1 PURCHASE RIGHT. If at any time the Company should desire
to issue any Equity Securities (as hereinafter defined) in a transaction not
registered under the Securities Act in reliance upon a claimed exemption
thereunder, it shall give each Investor who holds at least 300,000 Series B
Shares, 300,000 Series B-1 Shares (or, in the case of Sony, 300,000 of Series B
Shares and Series B-1 Shares combined), any Series C Shares, any Series C-1
Shares or any Series C-2 Shares (as adjusted for stock splits, dividends,
combinations or the like) (a "Qualifying Investor") the first right to purchase
each Qualifying Investors' pro rata share (or any part thereof) of all of such
privately offered Equity Securities on the same terms as the Company is willing
to sell such Equity Securities to any other person (the "Purchase Right"). The
Qualifying Investors' pro rata share of the Equity Securities shall be equal to
that percentage of the outstanding Common Stock of the Company beneficially
owned by the Investors on the date hereof. For purposes of this Section 2, the
outstanding Common Stock of the Company shall include (i) outstanding shares of
Common Stock, and (ii) shares of Common Stock issued or issuable upon conversion
of any then outstanding Preferred Stock of the Company.

                  2.2 NOTICE OF INTENT TO SELL AND ISSUE. Prior to any sale or
issuance by the Company of any Equity Securities, the Company shall notify each
Qualifying Investor in writing of its intention to sell and issue such
securities, setting forth the number of shares to be offered and the price and
terms under which it proposes to make such sale. Within fifteen (15) days after
receipt of such notice, each Qualifying Investor shall notify the Company
whether the Qualifying Investor desires to exercise the option to purchase the
Qualifying Investor's pro rata share (or any part thereof) of the Equity
Securities so offered. In no event shall the Qualifying Investor be obligated to
purchase any Equity Securities pursuant to this Section 2, nor does the
Qualifying Investor make any representation or warranty that it plans to do so.
The foregoing notwithstanding, each Qualifying Investor purchasing its full pro
rata share of the Equity Securities so offered shall be further entitled to
elect to purchase within ten (10) days after receipt of notice the additional
Equity Securities available as a result of other Investors not purchasing their
full pro rata shares on a pro rata basis based on the number of shares of
Outstanding Common Stock held by such fully exercising Qualifying Investor as a
percentage of the Outstanding Common Stock held by all fully exercising
Qualifying Investors.

                  2.3 INVESTOR FAILURE TO PURCHASE. After termination of the
twenty-five (25) day period specified in Section 2.2 above, the Company may,
during a period of sixty (60) days following the end of such twenty-five (25)
day period, sell and issue such Equity Securities as to which the Qualifying
Investors do not indicate a desire to purchase to another person at a price not
less than, and upon terms and conditions no less favorable to the Company than
those set forth in the notice to the Investors. In the event the Company has not
sold the Equity Securities, or has not entered into an agreement to sell the
Equity Securities, within said sixty (60) day period, the Company shall not
thereafter issue or sell any Equity Securities without first offering such
securities to the Qualifying Investors in the manner provided above.


                                       14
<PAGE>

                  2.4 INVESTOR PURCHASE. If a Qualifying Investor gives the
Company notice that the Qualifying Investor desires to purchase any of the
Equity Securities offered by the Company, payment for the Equity Securities
shall be by check or wire transfer against delivery of the Equity Securities at
the executive offices of the Company within twenty (20) days after giving the
Company such notice, or, if later, the closing date for the sale of such Equity
Securities. The Company shall take all such action as may be required by any
regulatory authority in connection with the exercise by the Qualifying Investor
of the Purchase Right.

                  2.5 EXCLUDED SECURITIES. The Purchase Right contained in this
Section 2 shall not apply to the issuance by the Company of Equity Securities
(i) to employees, officers, directors or consultants of the Company pursuant to
stock purchase or stock option plans or agreements when unanimously approved by
the Company's Board of Directors, (ii) as part of an acquisition by the Company
of assets or shares of another company or entity whether through a merger,
exchange, reorganization or the like, (iii) issued pursuant to the Antidilution
Agreements dated as of June 7, 1999, September 28, 1999 and December 14, 1999
(the "Antidilution Agreements") by and between the Company and certain
Investors, (iv) issued upon conversion of the Preferred Stock of the Company,
(v) issued in connection with any stock split, stock dividend, recapitalization
or similar event, (vi) issued in connection with any commercial debt or lease
financing transaction approved by the Company's Board of Directors, (vii) issued
in the IPO, (viii) issued to Overly Publishing ("Overly") pursuant to the terms
of the Joint Marketing Agreement between the Company and Overly dated as of June
1999, (ix) issued to vendors or customers or to other persons in similar
commercial situations with the Company if such issuance is approved by the
Company's Board of Directors, or (x) issued in connection with corporate
partnering transactions on terms approved by the Company's Board of Directors.

                  2.6 TERMINATION. The Purchase Right shall terminate as to all
Qualifying Investors upon the closing of the IPO.

                  2.7 EQUITY SECURITIES. The term "Equity Securities" shall mean
(i) Common Stock and rights, options or warrants to purchase Common Stock, (ii)
any security other than Common Stock having voting rights in the election of the
Board of Directors, not contingent upon a failure to pay dividends, (iii) any
security convertible into or exchangeable for any of the foregoing, and (iv) any
agreement or commitment to issue any of the foregoing.

         3. RIGHT OF FIRST REFUSAL.

                  3.1 NOTICE.

                           (a) In the event Michael C. Pousti, Jr. ( "Pousti")
desires to accept one or more bona fide offers (a "Purchase Offer") from any
person to purchase any of the 10,130,975 shares of Common Stock owned by Pousti
or his affiliates, or any shares acquired by Pousti or his affiliates in the
future (collectively, the "Founders Shares"), other than as specifically
provided in Section 4.6 below, Pousti, must notify Investors holding a minimum
of 300,000 (as adjusted for stock splits, dividends, combinations or the like)
Series B Shares, Series B-1 Shares, or, in the case of Sony, Series B Shares and
Series B-1 Shares together, Series C Shares, Series C-1 Shares or Series C-2
Shares and the Company in writing (the "Notice"). The Notice shall state the
terms and conditions of the Purchase Offer, including the number of Founders
Shares


                                       15
<PAGE>

proposed to be sold or transferred, the nature of such sale or transfer, the
consideration to be paid, and the name and address of each prospective purchaser
or transferee.

                           (b) In the event the proposed transfer is partially
or completely in exchange for assets other than cash, then such assets shall be
deemed to have a cash value in the amount determined unanimously by the
Company's Board of Directors (with Pousti abstaining) in its sole good faith
opinion, in which case such cash value ascertained by the Board, when added to
any cash to be exchanged and then divided by the number of Founders Shares to be
transferred, shall be deemed the price per share set forth in the Notice. In the
event of a gift, property settlement or other transfer in which the proposed
purchaser or transferee is not paying the full price for the Founders Shares,
which transfer is not otherwise exempted pursuant to Section 4.6 hereof, the
price shall be deemed to be the fair market value of the Founders Shares as
determined unanimously and in good faith by the Board of Directors (with Pousti
abstaining).

                  3.2 EXERCISE OF RIGHT OF FIRST REFUSAL.

                           (a) The Company shall have an exclusive, irrevocable
option (the "Company Option"), at any time within thirty (30) days of receipt of
the Notice, to purchase some or all of the Founders Shares to which the Notice
refers at the price per share specified in the Notice (or as otherwise
calculated pursuant to Section 3.1(b)). The Company shall exercise the Company's
Option by written notice signed by an officer of the Company and delivered or
mailed to Pousti (the "Company's Settlement Notice"), which notice shall specify
the time, place and date for settlement of such purchase.

                           (b) In the event (i) the Company elects not to
exercise the Company's Option, (ii) the Company elects to exercise the Company's
Option for only a portion of the Founders Shares to which the Notice refers, or
(iii) the Company's Option expires upon the failure of the Company to timely
deliver or mail the Company's Settlement Notice, Investors holding a minimum of
300,000 (as adjusted for stock splits, dividends, combinations or like) of
Series B Shares, Series B-1 Shares, or, in the case of Sony, Series B Shares and
Series B-1 Shares together, Series C Shares, Series C-1 Shares, Series C-2
Shares or their assignee(s) shall have an exclusive, irrevocable option (the
"Investors' Option"), at any time within twenty (20) days after the earlier of:
(A) the Investor's receipt of such election notice of the Company pursuant to
subsection 3.2(b) (i) or (ii) or (B) the expiration of such thirty (30) day
period, to elect to purchase some or all of the Founders Shares to which the
Notice refers, or the balance of the Founders Shares to which the Notice refers
for which the Company has not exercised the Company's Option, at the price per
share specified in the Notice (or as otherwise calculated pursuant to Section
3.1 (b)). Each such Investor shall have the right to purchase its pro rata share
of the Founders' Shares so offered, based on the number of Series B Shares,
Series B-1 Shares, Series C Shares, Series C-1 Shares or Series C-2 Shares held
by such Investor as a percentage of the number of Series B Shares, Series B-1
Shares, Series C Shares, Series C-1 Shares or Series C-2 Shares held by all such
Investors holding at least 300,000 Series B Shares, Series B-1 Shares, Series C
Shares, Series C-1 Shares or Series C-2 Shares. The Investors shall exercise the
Investors' Option by written notice delivered or mailed to Pousti (the
"Investors' Settlement Notice") within such 20-day period, which notice shall
specify the time, place and date for settlement of such purchase. If any
Investors do not exercise their Investor's Option, the Shares that would
otherwise be allocated to such non-exercising Investors shall be allocated to
each


                                       16
<PAGE>

exercising Investor on a pro rata basis (based upon the number of Series B
Shares, Series B-1 Shares, Series C Shares, Series C-1 Shares or Series C-2
Shares held by such Investor relative to the aggregate number of Series B
Shares, Series B-1 Shares, Series C Shares, Series C-1 Shares or Series C-2
Shares held by all such exercising Investors), provided that the Investor's
Option must be exercised, if at all, on or before three days after the
expiration of the twenty day period referenced above.

                  3.3 SETTLEMENT.

                           (a) Within ten (10) days of receipt of the Company
Settlement Notice, Pousti must deliver to the Company all certificates for the
Equity Securities being acquired by the Company which are not already in the
Company's custody, together with proper assignments in blank of the Founders
Shares with signatures properly guaranteed and with such other documents as may
be required by the Company to provide reasonable assurance that each necessary
endorsement is genuine and effective, and the Company must thereupon deliver to
Pousti full cash payment for the Founders Shares being acquired, provided that
if the terms of payment set forth in the Notice were other than cash against
delivery, the Company shall pay for said shares on the same terms and conditions
set forth in such Notice.

                           (b) Within ten (10) days of receipt of the Investors'
Settlement Notice, Pousti and the Company, to the extent certificates for said
Founders Shares may be held by each, respectively, must deliver to the Investors
all certificates for the Founders Shares being acquired by the Investors which
are not already in the Investors' custody, together with proper assignments in
blank of the Founders Shares with signatures properly guaranteed and with such
other documents as may be required by the Investors to provide reasonable
assurance that each necessary endorsement is genuine and effective, and the
Investors must thereupon deliver to Pousti full cash payment for the Founders
Shares being acquired, provided that if the terms of payment set forth in the
Notice were other than cash against delivery, the Investors shall pay for said
shares on the same terms and conditions set forth in such Notice.

                  3.4 REVIVAL OF RIGHT OF FIRST REFUSAL. If all of the Founders
Shares which the Company and/or the Investors are entitled to obtain pursuant to
Section 3.2 hereof is not elected to be obtained as provided in Section 3.2
hereof and the Co-Sale Right in Section 4 is not exercised, Pousti may, during
the sixty (60) day period following the expiration of the last period provided
in Section 4.2 hereof, offer the remaining unsubscribed portion of such Founders
Shares to any person or persons at a price not less than, and upon terms no more
favorable to the transferee than those specified in the Notice. If Pousti does
not enter into an agreement for the sale of the Founders Shares within such
sixty (60) day period, or if such agreement is not consummated within sixty (60)
days after the execution thereof, the right provided hereunder shall be deemed
to be revived and such Founders Shares shall not be offered unless first
re-offered in accordance with Section 3.2 hereof.

         4. CO-SALE RIGHT.

                  4.1 NOTICE OF SALES. Should Pousti propose to accept one or
more bona fide offers (collectively, a "Purchase Offer") from any persons to
purchase Founders Shares owned by him (other than as set forth in Section 4.6
hereof), then subject to the rights of the Investors


                                       17
<PAGE>

and the Company as set forth in Section 3 above, and upon the expiration or
waiver of such right of first refusal, Pousti shall promptly deliver a Notice to
the Company and each Investor holding a minimum of 300,000 (as adjusted for
stock splits, dividends, combinations or the like) Series B Shares, Series B-1
Shares or, in the case of Sony, Series B Shares and Series B-1 Shares together,
Series C Shares, Series C-1 Shares or Series C-2 Shares.

                  4.2 CO-SALE RIGHT. Each Investor described in Section 4.1
shall have the right (the "Co-Sale Right"), exercisable upon written notice to
the Company within thirty (30) days after the expiration of the Investors'
Option pursuant to Section 3.2, to participate in Pousti's sale, pursuant to the
specified terms and conditions of such Purchase Offer. Each Investor described
in Section 4.1 may sell all or any part of that number of Series B Shares,
Series B-1 Shares, Series C Shares, Series C-1 Shares or Series C-2 Shares (or
Common Stock issued on conversion thereof) equal to the product obtained by
multiplying (i) the aggregate number of Founders Shares covered by the Purchase
Offer by (ii) a fraction, the numerator of which is the number of Series B
Shares, Series B-1 Shares, Series C Shares, Series C-1 Shares or Series C-2
Shares (assuming conversion thereof) at the time owned by such Investor and the
denominator of which is the sum of (A) the total number of Series B Shares,
Series B-1 Shares, Series C Shares, Series C-1 Shares or Series C-2 Shares
(assuming conversion thereof) at the time owned by all such Investors
participating in such sale plus (B) the total number of Founders Shares at the
time owned by such Founder, including shares transferred by such Founder to
Permitted Transferees (as defined below) in accordance with this Agreement. To
the extent an Investor exercises such Co-Sale Right in accordance with the terms
and conditions set forth below, the number of Equity Securities which Pousti may
sell pursuant to such Purchase Offer shall be correspondingly reduced.

                  4.3 DELIVERY OF CERTIFICATES. Each Investor exercising the
Co-Sale Right may effect its participation in Pousti's sale by delivering to
Pousti for transfer to the prospective purchaser one or more certificates,
properly endorsed for transfer, which represent that Investor's Equity
Securities which such Investor elects to sell.

                  4.4 TRANSFER. The stock certificate or certificates which the
participating Investor delivers to Pousti pursuant to Section 4.3 shall be
delivered by Pousti to the prospective purchaser in consummation of the sale
pursuant to the terms and conditions specified in the Notice, and Pousti shall
promptly thereafter remit to such Investor that portion of the sale proceeds to
which such Investor is entitled by reason of its participation in such sale. To
the extent that any prospective purchaser or purchasers prohibit such assignment
or otherwise refuse to purchase such Investor's Series B Shares, Series B-1
Shares, Series C Shares, Series C-1 Shares or Series C-2 Shares (or Common Stock
issued on conversion thereof) from an Investor exercising its Co-Sale Right
hereunder, Pousti shall not sell to such prospective purchaser or purchasers any
Founders Shares unless and until, simultaneously with such sale, Pousti shall
purchase such Investor's Series B Shares, Series B-1 Shares, Series C Shares,
Series C-1 Shares or Series C-2 Shares (or Common Stock issued on conversion
thereof) from such Investor for the same consideration and on the same terms and
conditions as the proposed transfer described in the Notice (which terms and
conditions shall be no less favorable than those governing the sale to the
purchaser by Pousti).


                                       18
<PAGE>

                  4.5 NO ADVERSE EFFECT. The exercise or non-exercise of the
Co-Sale Rights of the qualified Investors hereunder to participate in one or
more sales of Founders Shares made by a Founder shall not adversely affect their
rights to participate in subsequent sales of Founders Shares by a Founder.

                  4.6 PERMITTED TRANSACTIONS. The provisions of Sections 3 and 4
of this Agreement shall not pertain or apply to:

                           (a) Any bona fide gift; or

                           (b) Any transfer to Pousti's ancestors, descendants
or spouse or to a trust for his or their benefit (and any distributions from
such trust); PROVIDED, in each case, that the transferee or donee (each a
"Permitted Transferee") shall execute a written agreement to be bound by and
comply with all provisions of this Agreement applicable to Pousti.

                  4.7 TERMINATION OF RIGHTS. The provisions of Sections 3 and 4
of this Agreement shall terminate upon the closing of an IPO or a merger or
acquisition of the Company by a public company.

                  4.8 ASSIGNMENT OF RIGHTS. The rights of the Investors set
forth in Section 2, Section 3 and/or Section 4 may be assigned (but only with
all related obligations) only to a transferee or assignee of at least the lesser
of all or 300,000 (as adjusted for stock splits, dividends, combinations or the
like) Series B Shares, Series B-1 Shares, Series C Shares, Series C-1 Shares or
Series C-2 Shares (or Common Stock issued on conversion thereof), provided that
(a) 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 rights are being assigned; (b) such
transferee agrees in writing to be bound by the provisions of this Agreement;
and (c) such transferee is not a competitor of the Company, as determined in
good faith by the Company's Board of Directors. Notwithstanding the foregoing,
any Investor may transfer its rights set forth in Section 2, Section 3 and/or
Section 4 without regard to the minimum number of shares described in the first
sentence of this Section 4.8 if the transferee is a person or entity
controlling, controlled by or under common control with such Investor.

                  4.9 PROHIBITED TRANSFERS. Any attempt by Pousti to transfer
Founders Shares in violation of Section 3 or Section 4 of this Agreement shall
be void and the Company agrees it will not effect such a transfer nor will it
treat any alleged transferee as the holder of such shares.

                  4.10 LEGENDED CERTIFICATES. Each certificate representing
shares of the Common Stock or Preferred Stock of the Company now or hereafter
owned by the Founder or issued to any Permitted Transferee pursuant to Section
4.6 shall bear the following legend:

                  THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES
                  REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND
                  CONDITIONS OF A CERTAIN INVESTORS' RIGHTS AGREEMENT BY AND
                  BETWEEN THE STOCKHOLDER, THE CORPORATION AND CERTAIN HOLDERS
                  OF PREFERRED STOCK OF THE CORPORATION. COPIES OF SUCH
                  AGREEMENT


                                       19
<PAGE>

                  MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE
                  CORPORATION.

         5. BOARD VISITATION. Until the closing of an IPO or a merger or
acquisition of the Company by a public company, a designee of Sony shall be
permitted to attend and observe all meetings of the Company's Board of
Directors, but shall have none of the powers, rights or duties of a member of
the Board of Directors.

         6. AMENDMENT, RESTATEMENT AND WAIVER OF RIGHTS OF PARTIES TO PRIOR
RIGHTS AGREEMENT; ADDITION OF PARTIES.

                  6.1 AMENDMENT, RESTATEMENT OF PRIOR RIGHTS AGREEMENT; APPROVAL
OF GRANT OF RIGHTS TO INVESTORS. The Company warrants that the Parties to this
Agreement are holders of a majority of the "Registrable Securities" as defined
by the Second Rights Agreement, including Convergence and Sony, as defined by
the First Rights Agreement. The Parties to the Prior Rights Agreement hereby
agree that (i) the Prior Rights Agreement is amended and restated in its
entirety by this Agreement, and (ii) the registration rights, rights of first
offer, rights of first refusal, co-sale rights and the obligations of the
holders of Registrable Securities under the Prior Rights Agreement are
exclusively as set forth in this Agreement. The parties to this Agreement agree
that any purchasers of Series C Shares subsequent to the date of this Agreement
can be added as parties to this Agreement with all of the rights and obligations
of the Investors holding Series C Shares without further approval by the parties
to this Agreement up to 11,560,694 Series C Shares.

                  6.2 WAIVER OF RIGHT OF FIRST REFUSAL. Pursuant to Section 6.1
of the First Rights Agreement, the parties to this Agreement waive any and all
rights granted pursuant to Section 2 of the First Rights Agreement with respect
to the sale and issuance of the Series C Shares.

         7. INFORMATION RIGHTS; ADDITIONAL COVENANTS.

                  7.1 FINANCIAL STATEMENTS AND INFORMATION. Until the first to
occur of (a) the date on which the Company is required to file a report with the
SEC pursuant to Section 13(a) of the Exchange Act, by reason of the Company
having registered any of its securities pursuant to Section 12(g) of the
Exchange Act or (b) quotations for the Common Stock of the Company are reported
by the automated quotations system operated by the National Association of
Securities Dealers, Inc. or by an equivalent quotations system or (c) shares of
the Common Stock of the Company are listed on a national securities exchange
registered under Section 6 of the Exchange Act, the Company will furnish to each
Investor, so long as it continues to hold Series C Shares, Series C-1 Shares,
Series C-2 Shares and/or Common Stock issued upon conversion of such shares (i)
within ninety (90) days after the end of the fiscal year of the Company, a
consolidated balance sheet of the Company as of the end of such year and a
consolidated statement of income, cash flows and stockholders' equity for such
year, which year-end financial reports shall be in reasonable detail, prepared
in accordance with generally accepted accounting principles and audited and
certified by independent public accountants of nationally recognized standing
selected by the Company, and (ii) within thirty (30) days after the end of each
fiscal quarter (other than the last fiscal quarter), unaudited consolidated
statements of income for such quarter


                                       20
<PAGE>

and a consolidated balance sheet as of the end of such quarter, certified by the
Company's chief financial officer. In addition, the Company shall deliver to
each Investor holding at least 2,000,000 Series C Shares (as adjusted for any
stock split, dividend, combination or the like) and/or Common Stock issued upon
conversion of such shares, within thirty (30) days prior to the end of each
fiscal year an annual budget and business plan for the next fiscal year,
prepared on a monthly basis and approved by the Company's Board of Directors as
well as any revisions thereto as adopted by the Board of Directors and any other
information or data provided generally to the stockholders of the Company.

                  7.2 INSPECTION. As long as each Investor holds at least
300,000 Series C Shares, Series C-1 Shares or Series C-2 Shares or 300,000
shares in the aggregate of either of the Series B Preferred Stock or Series B-1
Preferred Stock (as adjusted for any stock split, dividend, combination or the
like) and/or Common Stock issued upon conversion of such shares, at the expense
of each such Investor, the Company shall permit such Investor's representative,
upon reasonable prior notice to the Company, to visit the principal executive
office of the Company, to discuss the affairs, finances and accounts of the
Company and its subsidiaries with the Company's officers, and (with the consent
of the Company, which consent will not be unreasonably withheld) its independent
public accountants.

                  7.3 NOTICE OF CERTAIN EVENTS. Notwithstanding any time period
provided for elsewhere in this Agreement, and in addition to the notices
required elsewhere in this Agreement, for so long as an Investor holds at least
2,000,000 Series C Shares (as adjusted for any stock split, dividend,
combination or the like) and/or Common Stock issued upon conversion of such
shares, the Company shall notify such Investor, via facsimile, (i) if the
Company files a registration statement under the Securities Act for purposes of
a public offering of securities of the Company, within twenty-four hours of such
filing, (ii) if the Company issues a press release, within twenty-four hours of
such press release, and (iii) if the Company issues additional shares of
Preferred Stock, within twenty-four hours after such issuance.

         8. GENERAL.

                  8.1 WAIVERS AND AMENDMENTS. With the written consent of the
Company and the holders of at least a majority of the Registrable Securities,
any term of this Agreement may be amended or waived (either generally or in a
particular instance, either retroactively or prospectively, and either for a
specified period of time or indefinitely); provided, however, that no such
modification, amendment or waiver shall reduce the aforesaid percentage of
Registrable Securities needed to amend or waive a provision of this Agreement
without the consent of all of the Holders of the Registrable Securities or
disproportionately affect the holders of the Series B Shares, the Series B-1
Shares, the Series C Shares, the Series C-1 Shares or the Series C-2 Shares
without the approval of holders of a majority of the outstanding shares of such
series; provided, further, that no such amendment may alter the terms of Section
1.11 adversely to a party hereto holding over 2,000,000 Series C Shares without
such party's consent. Upon the effectuation of each such waiver, consent,
agreement of amendment or modification, the Company shall promptly give written
notice thereof to the record holders of the Registrable Securities who have not
previously consented thereto in writing. Any amendment or waiver effected in
accordance with this Section 8.1 shall be binding upon the Company, the holders
of Registrable Securities and any holder of Founders' Shares, and each of their
respective successors and assigns; and any


                                       21
<PAGE>

such amendment or waiver effected in accordance with this Section 8.1 shall be
binding upon the Company, the holders of Registrable Securities and any holder
of Founders' Shares (and each of their respective successors and assigns)
notwithstanding whether NBC or any of the Versity Investors have entered into
the Agreement, however, the Company shall not issue any such Registrable
Securities to NBC or any Versity Investor unless and until NBC or such Versity
Investor executes and delivers a counterpart to this Agreement. Any provision of
Section 2.1 may be amended or waived in a manner adverse to Sony or Convergence
only with the prior written consent of the Company and Convergence or Sony, as
applicable.

                  8.2 GOVERNING LAW. This Agreement shall be governed in all
respects by the laws of the State of California as such laws are applied to
agreements between California residents entered into and to be performed
entirely within California.

                  8.3 SUCCESSORS AND ASSIGNS. Except as otherwise expressly
provided herein, the provisions hereof shall inure to the benefit of, and be
binding upon, the successors, assigns, heirs, executors and administrators of
the parties hereto.

                  8.4 ENTIRE AGREEMENT. Except as set forth below, this
Agreement and the other documents delivered pursuant hereto constitute the full
and entire understanding and agreement between the parties with regard to the
subjects hereof and thereof.

                  8.5 NOTICES, ETC. All notices and other communications
required or permitted hereunder shall be in writing and shall be delivered
effective (i) upon personal delivery, (ii) one business day after delivery to a
reputable overnight courier service, (iii) upon the earlier of receipt or three
(3) business days after deposit in U.S. mail, if mailed by first class mail,
postage prepaid, certified or registered mail, return receipt requested,
addressed (a) if to the Investors, at the addresses as set forth on EXHIBIT A
hereto, or at such other addresses as any Investors shall have furnished to the
Company in writing; or (b) if to the Company, at 1010 East Second Avenue, East
Tower, Suite 600, San Diego, CA 92101, Attn.: Raffaele G. Fazio, Esq., Vice
President, Legal, or at such other address as the Company shall have furnished
to the Investors in writing.

                  8.6 SEVERABILITY. If any provision of this Agreement, or the
application thereof, is for any reason and to any extent determined by a court
of competent jurisdiction to be invalid or unenforceable, the remainder of this
Agreement and the application of such provision to other persons or
circumstances will be interpreted so as best to reasonably effect the intent of
the parties hereto. The parties agree to use their best efforts to replace such
void or unenforceable provision of this Agreement with a valid and enforceable
provision which will achieve, to the extent greatest possible, the economic,
business and other purposes of the void or unenforceable provision.

                  8.7 TITLES AND SUBTITLES. The titles of the sections and
Sections of this Agreement are for convenience of reference only and are not to
be considered in construing this Agreement.


                                       22
<PAGE>

                  8.8 COUNTERPARTS. This Agreement may be executed in any number
of counterparts, each of which shall be an original, but all of which together
shall constitute one instrument.

                  8.9 QUALIFIED SMALL BUSINESS STOCK STATUS. In the event that
the Company proposes to take an action or engage in a transaction that would
reasonably be expected to result in the Registrable Securities no longer being
"qualified small business stock" within the meaning of Section 1202(c) of the
Internal Revenue Code of 1986, as amended (the "Code"), the Company shall notify
the Investors and consult in good faith to devise a mutually agreeable and
reasonable alternative course of action or transaction structure that would
preserve such status. In addition, the Company shall submit to the Investors and
to the Internal Revenue Service any reports that may be required under Section
1022(d)(1)(C) of the Code and any related Treasury Regulations. In addition,
within ten (10) days after any Investor has delivered to the Company a written
request therefore, the Company shall deliver to such Investor a written
statement informing the Investor whether, in the Company's good faith judgment,
after a reasonable investigation, such Investor's interest in the Company
constitutes "qualified small business stock" as defined in Section 1202(c) of
the Code. The Company's obligation to furnish a written statement pursuant to
this Section 8.9 shall continue notwithstanding the fact that a class of the
Company's stock may be traded on an established securities market.

                  8.10 AFFILIATED FUNDS. For purposes of counting the number of
shares held by the parties to this Agreement, shares held by partners, persons
or entities directly, or indirectly through one or more intermediaries,
controlling, controlled by or under common control with a party hereto shall by
aggregated together. For so long as funds advised by Seligman own in total the
number of shares necessary to exercise the various rights set forth herein,
Seligman shall be entitled to exercise such rights on behalf of such funds.



                  [Remainder of page intentionally left blank]


                                       23
<PAGE>

         IN WITNESS WHEREOF, the parties hereby have executed this Investors'
Rights Agreement on the date first above written.


"COMPANY"

COLLEGECLUB.COM, INC.                                  MICHAEL C. POUSTI


By:   /s/ James B. Debello                            /s/ Michael E. Pousti
      --------------------------------                --------------------------
      James B. DeBello, President


<PAGE>

INVESTORS' RIGHTS AGREEMENT COUNTERPART SIGNATURE PAGE


                             SERIES B INVESTOR

                               /s/    Illegible
                             ---------------------------------------------------

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

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

                                      Its:
                                          --------------------------------------

                             SERIES B INVESTOR

                               /s/    Keith Kelly
                             ---------------------------------------------------

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

                                      Name:             Keith Kelly
                                           -------------------------------------

                                      Its:              General Manager
                                          --------------------------------------

                             SERIES B INVESTOR

                               /s/    Virginia Alniz
                               /s/    Joseph Alniz
                             ---------------------------------------------------

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

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

                                      Its:
                                          --------------------------------------

                             SERIES B INVESTOR

                               /s/    Christine Kancius
                               /s/    Donald Sheiler
                             ---------------------------------------------------

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

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

                                      Its:
                                          --------------------------------------



<PAGE>

                             SERIES B INVESTOR

                               /s/    Pao-Hang Hwang
                               /s/    Shiang-Ling Hwang
                             ---------------------------------------------------

                             By:      Pao-Hang Hwang
                                      Shiang-Ling Hwang
                                ------------------------------------------------

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

                                      Its:
                                          --------------------------------------

                             SERIES B INVESTOR


                                      /s/ Eric Zimmer
                             ---------------------------------------------------

                             By:               Eric Zimmer
                                ------------------------------------------------

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

                                      Its:
                                          --------------------------------------

                             SERIES B INVESTOR


                                      /s/ Al DiLeonardo
                             ---------------------------------------------------

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

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

                                      Its:
                                          --------------------------------------


<PAGE>

                             SERIES B INVESTOR


                                      /s/ William McKee
                             ---------------------------------------------------

                             By:               William McKee
                                ------------------------------------------------

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

                                      Its:
                                          --------------------------------------

                             SERIES C INVESTOR


                                      /s/ Allan Erlick
                             ---------------------------------------------------

                             By:               Allan Erlick
                                ------------------------------------------------

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

                                      Its:
                                          --------------------------------------

                             SERIES C INVESTOR


                                      /s/ Susannah R. S. Jonas
                             ---------------------------------------------------

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

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

                                      Its:
                                          --------------------------------------


<PAGE>

                             SERIES C INVESTOR


                                      /s/ Al DiLeonardo
                             ---------------------------------------------------

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

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

                                      Its:
                                          --------------------------------------

                             SERIES C INVESTOR


                                      Vanguard Web Ventures LLC
                             ---------------------------------------------------

                             By:            /s/ Stephen A. Childs
                                ------------------------------------------------

                                      Name:         Stephen A. Childs
                                           -------------------------------------

                                      Its:              Managing Member
                                          --------------------------------------

                             SERIES C INVESTOR


                                      /s/ Daniel P. Bruce
                             ---------------------------------------------------

                             By:               Daniel P. Bruce
                                ------------------------------------------------

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

                                      Its:
                                          --------------------------------------

                             SERIES C INVESTOR


                                      Kendell Communications, Inc.
                             ---------------------------------------------------

                             By:               /s/ Paul Zindell
                                ------------------------------------------------

                                      Name:             Paul Zindell
                                           -------------------------------------

                                      Its:              Pres./CEO
                                          --------------------------------------


<PAGE>


                             SERIES C INVESTOR


                                      /s/ James V. Bent
                             ---------------------------------------------------

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

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

                                      Its:
                                          --------------------------------------

                             SERIES C INVESTOR


                             ABS Employees' Venture Fund LP
                             ---------------------------------------------------

                             By:          /s/ Margaret-Mary V. Preston
                                ------------------------------------------------

                                      Name:    Margaret-Mary V. Preston
                                           -------------------------------------

                                      Its:     VP of Alex. Brown Investments,
                                          --------------------------------------
                                               Inc. - GP of the Fund

                             SERIES C INVESTOR

                                      Bastech, Inc.
                             ---------------------------------------------------

                             By:          /s/ RP Basso
                                ------------------------------------------------

                                      Name:             R.P. Basso
                                           -------------------------------------

                                      Its:              Pres.
                                          --------------------------------------

                             SERIES C INVESTOR

                                      /s/ Morris Helman
                             ---------------------------------------------------

                             By:               H & K, LCC
                                ------------------------------------------------

                                      Name:             Morris Helman
                                           -------------------------------------

                                      Its:              Member
                                          --------------------------------------


<PAGE>

                             SERIES C INVESTOR

                                      /s/ Robert C. Bantle
                             ---------------------------------------------------

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

                                      Name:             Robert C. Bantle
                                           -------------------------------------
                                      Its:
                                          --------------------------------------

                             SERIES C INVESTOR

                                      /s/ P. Mark Moore
                             ---------------------------------------------------

                             By:      MTV Capitol Limited Partnership
                                ------------------------------------------------

                                      Name:             P. Mark Moore
                                           -------------------------------------

                                      Its:              Manager
                                          --------------------------------------

                             SERIES B INVESTOR

                                      /s/ Dale F. Kruse
                                      /s/ Karen K. Kruse   3/8/00
                             ---------------------------------------------------


                             By:               Dale F. Kruse
                                               Karen K. Kruse
                                ------------------------------------------------

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

                                      Its:
                                          --------------------------------------

                             SERIES B INVESTOR

                                      /s/ Salvatore Imburgia
                             ---------------------------------------------------

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

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

                                      Its:
                                          --------------------------------------


<PAGE>

                             SERIES B INVESTOR

                                      /s/ Hagadon Partners,L.P.
                             ---------------------------------------------------

                             By:               /s/ Illegible
                                ------------------------------------------------

                                      Name:        Illegible
                                           -------------------------------------

                                      Its:          General Partner
                                          --------------------------------------

                             SERIES B INVESTOR

                                       KRSJ Investment Partrnership
                                       A General Partnership
                             ---------------------------------------------------

                             By:               /s/ Alan I. Kazden
                                ------------------------------------------------

                                      Name:        Alan I. Kazden
                                           -------------------------------------

                                      Its:           General Partner
                                          --------------------------------------

                             SERIES B INVESTOR

                                      /s/ Robert S. London
                             ---------------------------------------------------

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

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

                                      Its:
                                          --------------------------------------

                             SERIES C INVESTOR

                                      /s/ George F. Eyde
                             ---------------------------------------------------

                             By:      George F. Eyde Limited Family
                                ------------------------------------------------
                                      Partnership

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

                                      Its:          General Partner
                                          --------------------------------------


<PAGE>

                             SERIES B INVESTOR

                                      /s/ Grossman
                             ---------------------------------------------------

                             By:               B. Grossman
                                ------------------------------------------------

                                      Name:             Partner
                                           -------------------------------------

                                      Its:
                                          --------------------------------------

                             SERIES C INVESTOR

                             ---------------------------------------------------

                             By:            /s/ Shirley Bluh
                                ------------------------------------------------

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

                                      Its:
                                          --------------------------------------

                             SERIES C INVESTOR

                                      /s/ Morris Wolfson
                             ---------------------------------------------------

                             By:               WO College LLC
                                ------------------------------------------------

                                      Name:             Morris Wolfson
                                           -------------------------------------

                                      Its:              Member
                                          --------------------------------------

                             SERIES C INVESTOR

                                      /s/ Michael Weisberg
                             ---------------------------------------------------

                             By:               Michael Weisberg
                                ------------------------------------------------

                                      Name:             Michael Weisberg
                                           -------------------------------------

                                      Its:
                                          --------------------------------------


<PAGE>

                             SERIES C INVESTOR

                                Alfred J. Anzalone Family Partnership
                             ---------------------------------------------------

                             By:      /s/ Alfred J. Anazalone, General Partner
                                ------------------------------------------------

                                      Name:        Alfred J. Anazalone
                                           -------------------------------------

                                      Its:
                                          --------------------------------------

                             SERIES C INVESTOR

                                 Geneva Venture Partners LLC
                             ---------------------------------------------------

                             By:         /s/ Robert Troy
                                ------------------------------------------------

                                      Name:         Robert Troy
                                           -------------------------------------

                                      Its:              Principal
                                          --------------------------------------

                             SERIES C INVESTOR

                             US Development Capital Investment Company
                             ---------------------------------------------------

                             By:          /s/ Raymond L. Moss
                                ------------------------------------------------

                                      Name:        Raymond L. Moss
                                           -------------------------------------

                                      Its:              Secretary
                                          --------------------------------------

                             SERIES C INVESTOR

                                /s/ Wendy M. Snow for Lamoreaux Partners
                             ---------------------------------------------------

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

                                      Name:        Lamoreaux Partners
                                           -------------------------------------

                                      Its:
                                          --------------------------------------


<PAGE>

                             SERIES C INVESTOR

                                      /s/ Illegible
                             ---------------------------------------------------

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

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

                                      Its:
                                          --------------------------------------

                             SERIES C INVESTOR

                                      /s/ Adolfo Besamat
                             ---------------------------------------------------

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

                                      Name:        Adolfo Besamat
                                           -------------------------------------

                                      Its:              3/6/00
                                          --------------------------------------

                             SERIES C INVESTOR

                                      /s/ Hans Davidson
                             ---------------------------------------------------

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

                                      Name:        Hans Davidson
                                           -------------------------------------

                                      Its:
                                          --------------------------------------

                             SERIES C INVESTOR

                                      /s/ John S. Boggs
                             ---------------------------------------------------

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

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

                                      Its:              John S. Boggs
                                          --------------------------------------


<PAGE>

                             SERIES C INVESTOR

                                      /s/ Raymond A. Woolbridge
                             ---------------------------------------------------

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

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

                                      Its:
                                          --------------------------------------

                             SERIES C INVESTOR

                                      /s/ Lawrence D. Buhl, III
                             ---------------------------------------------------

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

                                      Name:        Lawrence D. Buhl, III
                                           -------------------------------------

                                      Its:
                                          --------------------------------------

                             SERIES C INVESTOR

                                      /s/ Peter Friedli
                             ---------------------------------------------------

                             By:               Peter Friedli
                                ------------------------------------------------

                                      Name:             Venturetec, Inc.
                                           -------------------------------------

                                      Its:              President
                                          --------------------------------------

                             SERIES C INVESTOR

                                      Venture Associates Fund I
                             ---------------------------------------------------

                             By:               /s/ King C. Tang
                                ------------------------------------------------

                                      Name:             King C. Tang
                                           -------------------------------------

                                      Its:              General Partner
                                          --------------------------------------


<PAGE>

                             SERIES C INVESTOR

                                      Ottley Properties LLC
                             ---------------------------------------------------

                             By:               /s/ Illegible
                                ------------------------------------------------

                                      Name:        Illegible
                                           -------------------------------------

                                      Its:              President
                                          --------------------------------------

                             SERIES C INVESTOR

                                      JPK Partners
                             ---------------------------------------------------

                             By:               /s/ Peter E. Haas, Jr.
                                ------------------------------------------------

                                      Name:             Peter E. Haas, Jr.
                                           -------------------------------------

                                      Its:              Managing General
                                          --------------------------------------
                                                        Partner
                             SERIES C INVESTOR

                                      /s/ Jacob Safer
                             ---------------------------------------------------

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

                                      Name:             Jacob Safer
                                           -------------------------------------

                                      Its:              Pres
                                          --------------------------------------

                             SERIES C INVESTOR

                                      /s/ Sharon Kiss
                             ---------------------------------------------------

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

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

                                      Its:
                                          --------------------------------------


<PAGE>

                             SERIES C INVESTOR

                             Odyssey Capital, L.P., by its General Partner,
                             ---------------------------------------------------
                             Odyssey Capital, Inc.

                             By:            /s/Andrew L. Barroway
                                ------------------------------------------------

                                      Name:        Andrew L. Barroway
                                           -------------------------------------

                                      Its:              Partner
                                          --------------------------------------

                             SERIES C INVESTOR

                                      Malcolm Berman IRA
                             ---------------------------------------------------

                             By:           /s/ Malcolm Berman
                                ------------------------------------------------

                                      Name:         Malcolm Berman
                                           -------------------------------------

                                      Its:
                                          --------------------------------------

                             SERIES C INVESTOR

                                      /s/ Clark Anderson
                             ---------------------------------------------------

                             By:               Willow & Co
                                ------------------------------------------------

                                      Name:             Clark Anderson
                                           -------------------------------------

                                      Its:              Vice President
                                          --------------------------------------

                             SERIES C INVESTOR

                             Nicholas H. Felzen & Anthony S. Felzen
                             ---------------------------------------------------

                             By:               /s/ Paul Felzen
                                ------------------------------------------------

                                      Name:         /s/ Paul Felzen
                                           -------------------------------------

                                      Its:         PZ   (AUTH. AGENT)
                                          --------------------------------------


<PAGE>

                             SERIES C INVESTOR

                                      /s/ Shirley Bluh
                             ---------------------------------------------------

                             By:      Alfred Bluh & Shirley Bluh Joint Tenants
                                ------------------------------------------------

                                      Name:
                                           -------------------------------------
                                      Its:
                                          --------------------------------------

                             SERIES C INVESTOR

                                      Dotson Interactive, Inc
                             ---------------------------------------------------

                             By:               /s/ G. Kenneth Dotson
                                ------------------------------------------------

                                      Name:       G. Kenneth Dotson
                                           -------------------------------------

                                      Its:              President
                                          --------------------------------------

                             SERIES C INVESTOR

                                      South Street Funds L.L.C.
                             ---------------------------------------------------

                             By:               /s/ Illegible
                                ------------------------------------------------

                                      Name:             Illegible
                                           -------------------------------------

                                      Its:              Managing Member
                                          --------------------------------------

                             SERIES C INVESTOR

                                      Trans Cosmos USA, Inc.
                             ---------------------------------------------------

                             By:               /s/ Illegible
                                ------------------------------------------------

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

                                      Its:
                                          --------------------------------------


<PAGE>

                             SERIES C INVESTOR

                                      /s/ Carsten Anderson
                             ---------------------------------------------------

                             By:               Carsten Anderson
                                ------------------------------------------------

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

                                      Its:
                                          --------------------------------------

                             SERIES C INVESTOR

                                      Peter T. Barnhart
                             ---------------------------------------------------

                             By:               /s/ Peter T. Barnhart
                                ------------------------------------------------

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

                                      Its:
                                          --------------------------------------

                             SERIES C SERIES C INVESTOR

                                      USA Fund, LLP
                             ---------------------------------------------------

                             By:               /s/ Marc Blum
                                ------------------------------------------------

                                      Name:             Marc Blum
                                           -------------------------------------

                                      Its:              CEO
                                          --------------------------------------

                             SERIES C INVESTOR

                                      /s/ Alfred Robert Heiman
                                      ------------------------------------------
                                      Boatright Irrevocable Trust

                             By:            /s/ Alfred Robert Heiman
                                ------------------------------------------------

                                      Name:        Alfred Robert Heiman
                                           -------------------------------------

                                      Its:              Trustee
                                          --------------------------------------


<PAGE>

                             SERIES C INVESTOR

                                      /s/ Paul S. Otellini
                             ---------------------------------------------------

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

                                      Name:             Paul S. Otellini
                                           -------------------------------------

                                      Its:
                                          --------------------------------------

                             SERIES C INVESTOR

                                      Abacus Capitol Ventures - III LLC
                             ---------------------------------------------------

                             By:               /s/ Edward S. Abbott
                                ------------------------------------------------

                                      Name:             Edward S. Abbott
                                           -------------------------------------

                                      Its:              Managing Member
                                          --------------------------------------

                             SERIES C INVESTOR

                                      /s/ J. Ben Bourgeois
                             ---------------------------------------------------

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

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

                                      Its:
                                          --------------------------------------

                             SERIES C INVESTOR

                                      Illegible
                             ---------------------------------------------------

                             By:               /s/ Illegible
                                ------------------------------------------------

                                      Name:             Illegible
                                           -------------------------------------

                                      Its:
                                          --------------------------------------


<PAGE>

                             SERIES C INVESTOR

                                      BT Investment Partners, Inc.
                             ---------------------------------------------------

                             By:               /s/ Kristine Cicardo
                                ------------------------------------------------

                                      Name:             Kristine Cicardo
                                           -------------------------------------

                                      Its:              Vice President
                                          --------------------------------------


<PAGE>

                            SERIES C INVESTOR:


                            SELIGMAN NEW TECHNOLOGIES FUND, INC.
                            ---------------------------------------------------

                            By:      J.& W. Seligman & Co., Incorporated,
                                     its investment advisor

                            By:               /s/ Al DiLeonardo
                               ------------------------------------------------

                                     Name:
                                          -------------------------------------
                                     Title:
                                           ------------------------------------


                            Address:    c/o J.& W. Seligman & Co., Incorporated
                                        100 Park Avenue
                                        New York, NY 10017

                            SERIES C INVESTOR:


                            SELIGMAN COMMUNICATIONS AND INFORMATION FUND, INC.

                            By:      J.& W. Seligman & Co., Incorporated,
                                     its investment advisor

                            By:               /s/ Al DiLeonardo
                               ------------------------------------------------

                                     Name:
                                          -------------------------------------
                                     Title:
                                           ------------------------------------


                            Address:    c/o J.& W. Seligman & Co., Incorporated
                                        100 Park Avenue
                                        New York, NY 10017


<PAGE>

                             SERIES C INVESTOR:


                             SELIGMAN INVESTMENT OPPORTUNITIES
                             (MASTER) FUND - NTV PORTFOLIO

                             By:      J.& W. Seligman & Co., Incorporated,
                                      its investment advisor
                                ------------------------------------------------

                             By:               /s/ Al DiLeonardo
                                ------------------------------------------------

                                      Name:
                                           -------------------------------------
                                      Title:
                                            ------------------------------------


                             Address:    c/o J.& W. Seligman & Co., Incorporated
                                         100 Park Avenue
                                         New York, NY 10017

                             SERIES C INVESTOR:


                             SELIGMAN NEW TECHNOLOGIES FUND, INC.

                             By:     J.& W. Seligman & Co., Incorporated,
                                     its investment advisor

                             By:               /s/ Richard R. Schmaltz
                                ------------------------------------------------

                                      Name:             Richard R. Schmaltz
                                           -------------------------------------
                                      Title:            Managing Director
                                            ------------------------------------


                             Address:    c/o J.& W. Seligman & Co., Incorporated
                                         100 Park Avenue
                                         New York, NY 10017


<PAGE>

                             SERIES C INVESTOR:


                             SELIGMAN COMMUNICATIONS AND INFORMATION FUND, INC.

                             By:      J.& W. Seligman & Co., Incorporated,
                                      its investment advisor

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

                                      Name:        /s/ Richard R. Schmaltz
                                           -------------------------------------
                                      Title:            Managing Director
                                            ------------------------------------


                             Address:    c/o J.& W. Seligman & Co., Incorporated
                                         100 Park Avenue
                                         New York, NY 10017

                             SERIES C INVESTOR:


                             SELIGMAN INVESTMENT OPPORTUNITIES
                             (MASTER) FUND - NTV PORTFOLIO

                             By:      J.& W. Seligman & Co., Incorporated,
                                      its investment advisor
                                ------------------------------------------------

                             By:               /s/ Richard R. Schmaltz
                                ------------------------------------------------

                                      Name:             Richard R Schmaltz
                                           -------------------------------------
                                      Title:            Managing Director
                                            ------------------------------------


                             Address:    c/o J.& W. Seligman & Co., Incorporated
                                         100 Park Avenue
                                         New York, NY 10017
<PAGE>

             INVESTORS' RIGHTS AGREEMENT COUNTERPART SIGNATURE PAGE


                             COLLEGESTUDENT.COM INVESTOR



                                      /s/ Al DiLeonardo
                             ---------------------------------------------------

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

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

                                      Its:
                                          --------------------------------------

                             VERSITY.COM INVESTOR



                                      /s/ Al DiLeonardo
                             ---------------------------------------------------


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

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

                                      Its:
                                          --------------------------------------


<PAGE>

             INVESTORS' RIGHTS AGREEMENT COUNTERPART SIGNATURE PAGE


                             CONVERGENCE VENTURES I, L.P.
                             By:      Convergence Partners, L.P.
                             Title:   General Partner



                             By:          /s/ Eric DiBenedetto
                                ------------------------------------------------
                                      Name:        Eric DiBenedetto
                                           -------------------------------------
                                      Its General Partner
                                          --------------------------------------



                             CONVERGENCE ENTREPRENEURS FUND I, L.P.
                             By:      Convergence Partners, L.P.
                             Title:   General Partner



                             By:          /s/ Eric DiBenedetto
                                ------------------------------------------------
                                      Name:        Eric DiBenedetto
                                           -------------------------------------
                                      Title:   General Partner
                                          --------------------------------------


                             SONY CORPORATION OF AMERICA



                             By:               /s/ Illegible
                                ------------------------------------------------
                                      Name:         Illegible
                                           -------------------------------------
                                      Title:            Secretary
                                          --------------------------------------


<PAGE>

             INVESTORS' RIGHTS AGREEMENT COUNTERPART SIGNATURE PAGE


                             SERIES C-2 INVESTOR


                             NBC Interactive Media, Inc., a Delaware
                             corporation

                             By:
                                ------------------------------------------------
                                      Name:
                                           -------------------------------------
                                      Its:
                                          --------------------------------------


<PAGE>

                                    EXHIBIT A
                              Schedule of Investors

                  HOLDERS OF SHARES OF SERIES B PREFERRED STOCK
                  ---------------------------------------------

<TABLE>
<CAPTION>
                           NAME                                                NUMBER OF SHARES
                           ----                                                ----------------
<S>                                                                                 <C>
Convergence Ventures I, L.P.                                                        1,403,508
Convergence Entrepreneurs Fund I, L.P.                                                 56,139
Geneva Venture Partners LLC                                                           175,440
Viventures S.A.                                                                       526,314
King Chuen Tang                                                                        35,088
Marvin Brown                                                                           19,002
Alex Polinsky                                                                          18,996
Scott Goverman                                                                          9,477
Bruce Amlicke                                                                           7,584
Howard Gwynn                                                                            9,459
Joe McGillian                                                                           9,180
Salvatore Imburgia                                                                      9,174
Frank DiMaggio                                                                          3,669
Al DiLeonardo                                                                          36,681
Dean Stull                                                                              9,165
Bill & Caren Skutch                                                                    18,324
Dan St. Cyr                                                                            18,324
Amar & Mickelle Dave                                                                    4,581
Loyd & Tammy Regan                                                                      4,581
Dean Stull                                                                             14,661
Sheila Ginsberg                                                                         3,666
Todd Johnston & Angela McGuirt                                                          3,660
Marie Kirk Johnston                                                                     3,660
Stephen Ciarrochi                                                                       5,481
Lori Zaeger                                                                             9,156
P.B. Bry                                                                               10,578
Dr. Thomas Sticha                                                                       9,144
James Clyma                                                                            18,216
Heath & Michelle Welsh                                                                  5,460
Gregory & Lynne Gallo                                                                   3,642
Salvatore Imburgia                                                                     10,902
Michael Kaiser                                                                         15,255
Edwin & Roberta Bailey                                                                  9,096
Ken Kramer                                                                              9,075
MIG General Partners                                                                   10,896
Al Kaiser                                                                              14,541
Don & Barb Liberati                                                                    21,159
John Sarappa, Jr.                                                                       3,633


<PAGE>

9200 Club                                                                               9,111
Kevin Orton                                                                             3,630
Maya Saoud                                                                             18,129
Bill McKee                                                                             18,099
Goerge Eyde Ltd. Family Part.                                                          90,468
Hagadorn Partners, L.P.                                                                90,468
Keith Azar                                                                              9,051
J. Patrick McDevitt                                                                     9,054
Harold Coughlin                                                                         3,621
Bill McKee                                                                              7,227
Steven Brandt                                                                           9,030
Jacob Gerhart                                                                           9,030
Andrew & Linda Barrick                                                                  9,021
Alan & Francis Barrick                                                                 18,060
Randall and Susan Seavers                                                               9,021
Theodore & Kathryn D. Creznic                                                          18,054
Robert Bettman                                                                          9,036
Martin Domitrovich                                                                      9,048
Harvey & Sandra Ebersole                                                                3,603
Jeff & Anne Ebersole                                                                    3,603
Bob & Stephanie Ebersole                                                                3,603
Telefuture                                                                             64,833
Styn Family Trust                                                                       5,391
Frank Nawrotzki                                                                        19,086
Salvatore Imburgia                                                                     19,755
Bill McKee                                                                             14,367
Alan & Natalie Kazden                                                                  17,955
Loyd Regan                                                                              2,694
Amar Dave                                                                               7,185
Louis Del Pozzo                                                                        12,594
Salvatore Imburgia                                                                     28,674
Jimmy & Barbara Wyrosdick                                                               8,961
David Goldfader                                                                         8,961
Richard Reid                                                                            8,955
Heath & Michelle Welsh                                                                  1,431
Brian Niemi                                                                             8,952
Salvatore Imburgia                                                                      1,791
Salvatore Imburgia                                                                      3,579
Jeffrey Ebersole                                                                        1,788
Don Sheller and Christine Kancius                                                      22,188
Telefuture                                                                             10,740
Allan & Linda Birnbaum                                                                 19,518


<PAGE>

Telefuture                                                                              1,788
Peter Perry                                                                             8,934
Bill McKee                                                                             19,653
Michael Dunham                                                                          8,928
Dale & Karen Kruse                                                                     21,429
Michael Regan                                                                           8,913
Ali Foughi                                                                             17,856
Stephen Ciarrocchi                                                                      5,349
Joseph Devine                                                                           8,913
Thomas R. Turner                                                                        8,907
Salvatore Imburgia                                                                     14,250
John & Jenny Tay                                                                        8,913
Salvatore Imburgia                                                                      1,779
KRSJ Investment Partnership, a General Partner                                         71,067
Rodney D. Brady, DDS                                                                   17,766
Michael Rich                                                                            8,883
Pao Hang & Shiang-Ling Hwang                                                           35,541
Victor & Mary Ellen Arone                                                              14,238
Tom Stanfanelli                                                                        14,238
Don & Barb Liberati                                                                     1,779
Don & Barb Liberati                                                                     2,667
Richard & Norma Perry                                                                   8,883
Lou Ferris                                                                              8,886
Evelyn Campbell                                                                         8,889
Mary Ann Dhillon                                                                        8,886
Joseph & Virginia Alaniz                                                               26,640
Allan Erlick                                                                           17,739
Robert S. London                                                                      354,798
Jerry Low                                                                               8,892
William Hurst III                                                                      17,733
Eric Reuscher                                                                           7,092
Craig Creelman                                                                          8,865
Ryan Fitzsimmons                                                                        8,865
Vanguard Web Ventures                                                                 354,645
Howard Phanstiel                                                                       17,733
Thomas Nelson                                                                          17,736
Kenneth Satterlee                                                                      35,472
J. Ben Bourgeois                                                                       35,472
Eric Zimmer                                                                            26,604
St. Croix Capital Corp. Pension Plan                                                    8,868
Relocation Coordinates, Inc.                                                           17,733


<PAGE>

Kendell Communications, Inc.                                                           88,662
Kevin Orton                                                                             9,753
Larry Blocker                                                                          23,052
Jerry Crabtree, SR.                                                                     8,895
Stephen  Nancy Graham                                                                  17,736
Dan St. Cyr                                                                            19,509
Robert Bettman                                                                          8,871
Robert & Amy Uecker                                                                    24,837
George Eyde Ltd. Family Part.                                                          88,680
Sam Eyde                                                                               88,680
J. Anthony antonelli (A&B Family Trust)                                                88,680
Joyce Ricks Family Trust                                                               17,733
Dean Stull                                                                             12,048
Jim Whipple                                                                            17,709
Michael Cornette                                                                       17,709
Aldo Parcesepe                                                                         17,709
Tom & Marjan Pousti                                                                     3,531
Thomas Tellefsen                                                                        8,451
Theodore Tellefsen                                                                      3,522
Roger Goetz                                                                            23,571
Vernon Yates                                                                           13,902
Charles Matthews                                                                       13,902
Hooward Karr                                                                            2,280
Cynthia Karr                                                                            1,053
Elizabeth Karr                                                                          1,053
Charles Mathews                                                                        13,902
Overly Publishing                                                                       7,896
Joseph Ngai                                                                            79,494
Fred Yau                                                                               62,169
Albert Lee                                                                             45,864
Jeff Kaplan                                                                            38,727
David Kaplan                                                                            4,077
Net for All                                                                               510
Mark Lee                                                                               13,044
Peter Voutov                                                                           15,084
Leslie Lee                                                                              8,154
Daniel Shu Ming Lee                                                                     8,154
Edwin Lin                                                                               4,077
George Jian Chuang                                                                      4,077
Eugene Wang Hei Wong                                                                    4,077
Kenneth Koo                                                                             4,077
Sophia Shuk Yee Cheung                                                                  4,077


<PAGE>

Victor H.Y. Koong                                                                       4,077
Kwok Hang YUEN                                                                          4,077
Wen Hsuan Hsieh                                                                         4,077
Harold Wong                                                                             2,040
Nina Tao                                                                                2,040
Joseph Ngai                                                                            19,872
Fred Yau                                                                               15,540
Albert Lee                                                                             11,463
Jeff Kaplan                                                                             9,681
David Kaplan                                                                            1,017
Net for All                                                                               126
Mark Lee                                                                                3,261
Peter Voutov                                                                            3,768
Leslie Lee                                                                              2,037
Daniel Shu Ming Lee                                                                     2,037
Edwin Lin                                                                               1,017
George Jian Chuang                                                                      1,017
Eugene Wang Hei Wong                                                                    1,017
Kenneth Koo                                                                             1,017
Sophia Shuk Yee Cheung                                                                  1,017
Victor H.Y. Koong                                                                       1,017
Kwok Hang YUEN                                                                          1,017
Wen Hsuan Hsieh                                                                         1,017
Harold Wong                                                                               507
Nina Tao                                                                                  507
Don & Barb Liberati                                                                     9,081
Don & Barb Liberati                                                                    16,404


<PAGE>

Delaware Charter Guarantee & Trust for the
benefit of Scott Goverman                                                               9,477
Frank G. Nawrotzki                                                                      5,583
Frank G. Nawrotzki                                                                     13,158
Lori Zager                                                                              9,156
Sony Corporation of America                                                         1,769,922
Dan DeAngelis                                                                          12,518
</TABLE>


                 HOLDERS OF SHARES OF SERIES B-1 PREFERRED STOCK
                 -----------------------------------------------
<TABLE>
<CAPTION>
                           NAME                                                  NUMBER OF SHARES
                           ----                                                  ----------------
<S>                                                                              <C>
Sony Corporation of America                                                           761,259
</TABLE>


                  HOLDERS OF SHARES OF SERIES C PREFERRED STOCK
                  ---------------------------------------------
<TABLE>
<CAPTION>
                           NAME                                                  NUMBER OF SHARES
                           ----                                                  ----------------
<S>                                                                              <C>
Convergence Partners                                                                  456,878
Geneva Group International                                                             29,166
J & W Seligman                                                                      2,196,531
Sony Corporation                                                                      292,870
Viventures                                                                             87,379
ABS Employees' Venture Fund Limited Partnership                                       393,800
Charles F. Adams                                                                       21,839
Carsten S. Andersen                                                                    50,000
Alfred J. Anzalone Family Limited Partnership                                          25,188
Howard Balter                                                                          72,214
Robert Bantle                                                                          21,839
Peter T. Barnhart                                                                      21,840
Bastech, Inc.                                                                          21,840
James V. Bent                                                                          22,669
Richard M. Berkeley                                                                    10,000
Malcolm Berman IRA                                                                     21,839
Adolfo Bezamat                                                                         43,678
Alfred Bluh & Shirley Bluh JT TEN                                                      21,863
Boatright Irrevocable Trust                                                            21,839
John S. Boggs IRA                                                                      21,839
Donald L. Braddock, Trustee Chartered PSP                                              21,839
Daniel R. Breen                                                                        21,839
Bridgewood Capital Partners, L.P.                                                      52,023
Lawrence D. Buhl III                                                                   28,900
Jerry L. Cain & Taryn D. Cain Intervivos Trust                                         21,839
Angelo C. Cavallaro, Trustee of the Olivia M.
Cavallaro Family Trust                                                                 21,588


<PAGE>

Chesel Congregations of America                                                        43,678
Jonathan Cohen/Turtle & Co.                                                            21,839
Convergence Entrepreneurs Fund I, L.P.                                                  4,624
Convergence Ventures I, L.P.                                                          115,607
Jeffrey E. Cooley Revocable Trust of 1998                                              21,839
Cotran Investments Ltd.                                                               121,800
John D. Craft                                                                          21,839
Christopher W. Cramer                                                                  30,000
Crestwood Capital International, Ltd.                                                 205,202
Crestwood Capital Partners II, L.P.                                                    28,902
Crestwood Capital Partners, LP                                                        291,908
Alexander T. Daignault, Jr.                                                            25,188
Hans Davidsson                                                                         43,353
T. Wayne Davis                                                                         21,840
John Anthony DeBello                                                                   12,000
Dotson Interactive Inc.                                                                36,398
E Technology Group LLC                                                                100,000
Everest Venture Partners - I, LP                                                       21,839
F & F Partners                                                                         21,839
David Falk                                                                             21,839
Farley Family Trust Dated 3/23/98                                                      21,839
Nicholas H. Felzen & Anthony S. Felzen, JT                                             72,255
William Ferguson, Jr.                                                                  21,839
Laurel Finch                                                                              867
Paul Fiorita                                                                           21,839
Laurence Freed as Trustee of the Declaration Trust of
Laurence Freed Dated 8/5/96                                                            21,839
David A. Friedman Revocable Trust                                                      21,839
David E. Gernert                                                                       21,840
Kirt H. Gilliland                                                                       2,168
Greystone Ltd                                                                          21,839
Christopher C. Grieb                                                                   25,188
Gunpowder Ventures, LLC                                                                21,839
Robert P. Guyton, Jr.                                                                  36,270
H & K Partnership LLC                                                                  40,300
HBA Partnership                                                                        36,421
Charles R. Hart, Jr.                                                                   15,113
John T. Hayt                                                                           21,839
Grace Clark Hornby                                                                     21,839
William Howell                                                                         29,119
Jason W. Hughes                                                                        25,000
David S. Hungerford                                                                    21,839
James R. Hunter                                                                        21,839


<PAGE>

Craig Irving                                                                           25,000
Robert K. Jermain                                                                      21,839
Philip C. Johnson                                                                       5,000
Scott and Marie Johnson                                                                21,839
Susannah R.S. Jonas                                                                    50,375
James F. Jordan                                                                        22,669
Michael Jordan                                                                         21,839
JPK Partners                                                                           72,797
Steven M. Kaplan                                                                       29,167
John N. Kapoor Trust, Dated 9/20/89                                                    36,399
Dean P. Kasperzak Revocable Trust of 1998                                              21,839
Sara Jane Kasperzak                                                                    21,840
KBCS Inc.                                                                              21,839
Kendell Communications, Inc.                                                           72,254
Sharon Kiss                                                                            43,353
Albert Lamar                                                                           28,900
Lamoreaux Partners                                                                    502,890
Jonathan Larkin                                                                        21,839
Mr. and Mrs. W. Robert Lepczyk                                                         21,839
Robert J. Lichter, Trustee for Lichter Venture
Group-Defined Benefit Plan Trust                                                       36,127
Robert J. Lichter, Trustee for Lichter Family Trust                                    36,127
Lincoln Trust Co. Custodian FBO Charles Hart                                           25,188
James V. Mahern, Jr.                                                                    4,335
Simon S. Mani, Trustee for the Simon Mani Family Trust                                 30,225
Lawrence Marcus                                                                         5,780
Maresol LP                                                                             21,676
David B. Marino                                                                        15,000
Joe Marsh                                                                              21,839
Roger R. Mayer Revocable Living Trust                                                  43,826
Mark A. Medearis                                                                        1,445
MLS-1, LP, LLP                                                                         21,839
Richard Moran                                                                          21,863
MTV Capital Limited Partnership 3600 West Main                                        100,578
Lily Mulvany                                                                           22,165
Joerg Neumann                                                                          21,000
Albert and Pearl Nipon                                                                 21,839
Northport II Private Equity LLC                                                        21,839
Donald D. Notman, Jr.                                                                   2,168


<PAGE>

Odyssey Capital, L.P., By Its General Partner,
Odyssey Capital, Inc.                                                                  75,433
Paul Otellini                                                                          43,353
Ottley Properties, LLC                                                                 43,353
James B. Pace                                                                          21,840
Ari & Ruthy Parnes                                                                     65,517
Loren C. Paulsen Jr.                                                                   43,353
Guilermo Perales                                                                       43,353
Charles A. Perry, Jr.                                                                  21,839
Russell D. Phelon Rev. Lvg. Trust Dated 6/12/90                                        21,839
Pictet & Cie                                                                          300,000
Robert D. Pinsky                                                                       21,839
John C. Pohlhaus                                                                       21,839
Curtis Polk                                                                            21,839
W. James Price Revocable Trust dated 11/6/91                                           22,669
Prism VIII Investment Partnership                                                      37,127
Roderick K. Randall                                                                    21,839
Ric-Tech Ltd.                                                                          62,862
Ritek Corporation                                                                      73,093
David B. Rogers                                                                         5,000
Jacob Safier                                                                           21,839
Wayne Saker                                                                            22,669
Kenneth R. Satterlee                                                                   36,500
Douglas C. Schluter                                                                    21,839
Thomas J. Shannon, Jr.                                                                 21,839
Sherwood Manor Partners                                                                25,188
Robert D. Siegfried                                                                    22,669
Sledmere, Inc.                                                                         22,165
South Street Funds LLC                                                                 43,678
South Street Tech, LLC                                                                 70,525
Warren H. Spar                                                                         21,839
St. Croix Capital                                                                      29,000
Standard Mortgage Holding Corporation                                                  60,450
Hans Strom                                                                             12,000
Charles L. Switzer Family Partnership, LP                                              21,839
James K. Tang Family Partnership                                                       36,522
Tek-Pan Investment Group                                                              300,000
TPB, LLC                                                                               29,119
Trans Cosmos USA, Inc.                                                                418,772
Triventures                                                                            14,559
Merrilee Turley                                                                        14,451
US Development Capital Investment Company                                             289,017


<PAGE>

U.S.A. Fund, LLLP                                                                      90,675
Vanguard Web Ventures LLC                                                             144,509
Venture Associates Fund I                                                             289,018
Venturetec Inc.                                                                        70,783
VLG Investments 1999                                                                    6,358
Vogel Investments                                                                      21,839
The Warmenhoven 1987 Revocable Trust,
dated 12/16/87 as amended                                                              43,500
James T. Willoughby                                                                    21,839
Willow & Co.                                                                          251,517
WO College LLC                                                                         72,255
Peter J. Wood                                                                          21,587
Raymond A. Wooldridge                                                                 146,088
WOTS                                                                                   14,559
</TABLE>


                 HOLDERS OF SHARES OF SERIES C-1 PREFERRED STOCK
                 -----------------------------------------------
<TABLE>
<CAPTION>
                           NAME                                                  NUMBER OF SHARES
                           ----                                                  ----------------
<S>                                                                              <C>
Abacus Ventures-III, L.L.C.
Attn: Edward S. Abbott                                                              1,298,948
601 Montgomery Street, Suite 830
San Francisco, California  94111

Christopher Bancroft
Bancroft Operations                                                                   272,602
1621 North Elm Street
Denton, Texas   76201

Glynn Investment Co., L.L.C.
c/o Mr. John Glynn                                                                     40,890
Glynn Capital Management
300 Sand Hill Road
Building 4, Suite 235
Menlo Park, California  94025

Martin Fenton III
2901 Barton Skyway                                                                     24,537
Austin, Texas  78746
</TABLE>


                 HOLDERS OF SHARES OF SERIES C-2 PREFERRED STOCK
                 -----------------------------------------------
<TABLE>
<CAPTION>
                           NAME                                                  NUMBER OF SHARES
                           ----                                                  ----------------
<S>                                                                              <C>
National Broadcasting Company, Inc.                                                   970,874
</TABLE>


<PAGE>


                        HOLDERS OF SHARES OF COMMON STOCK
                        ---------------------------------
                         PURSUANT TO AGREEMENT OF MERGER
                         -------------------------------
<TABLE>
<CAPTION>
                           NAME                                                  NUMBER OF SHARES
                           ----                                                  ----------------
<S>                                                                              <C>
Abode Development L.L.C.
715 West 23rd Street, Suite M                                                       2,394,380
Austin, Texas  78705

Douglas A. Batson
4131 Spicewood Springs Road                                                           401,608
Suite A-5
Austin, Texas  78759

Edward S. Abbott
The Abacus Companies                                                                  207,127
601 Montgomery Street, Suite 830
San Francisco, California  94111

The Schmidt Family Trust
c/o Chauncey E. Schmidt, Trustee                                                      218,028
525 Middlefield Road, Suite 140
Menlo Park, California  94025

Brian Kraff
6111 Goldtree Way                                                                     158,337
Bethesda, Maryland 20817

The Adrenaline Group, Inc.
Attn: Greg Dupertius                                                                   10,703
1050 Potomac Street N.W.
Washington, D.C.  20007

Austin Furst
138 Frogtown Road                                                                      18,866
New Canaan, Connecticut  06840

Oliver Sockwell
1685 Myrtle Street N.W.                                                                11,336
Washington, D.C.  20012

The Robert J. and Carol Ann
  Wagman Trust                                                                          6,802
Attn: Carol Ann Wagman, Trustee
8707 Burning Tree Road
Bethesda, Maryland  20817-3054

Ron Friedmann
5151 10th Road North                                                                    6,416
Arlington, Virginia  22314

Leslie Kraff
8608 Honeybee Lane                                                                      7,143
Bethesda, Maryland  20814

Steven Aldrich
825 Rivergate Place                                                                     7,143
Alexandria, Virginia  22205-2505


<PAGE>

The Benjamin K. and Jonathan G. Abbott Irrevocable Trust
Attn: Edward S. Abbott, Trustee                                                        10,901
64 Parker Avenue
San Francisco, California  94118

Alecia C. Batson
9803 Ravenwood Cove                                                                    10,467
Austin, Texas  78750

Davis A. Batson
9803 Ravenwood Cove                                                                    10,467
Austin, Texas  78750
</TABLE>


                  HOLDERS OF SHARES OF COMMON STOCK PURSUANT TO
                  ---------------------------------------------
                            VERSITY MERGER AGREEMENT
                            ------------------------
<TABLE>
<CAPTION>
                           NAME                                                  NUMBER OF SHARES
                           ----                                                  ----------------
<S>                                                                         <C>
TO BE COMPLETED                                                             TO BE COMPLETED
</TABLE>