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                                                                    EXHIBIT 10.7



                                YOUCENTRIC, INC.

                AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT



                                  MARCH 3, 2000
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                AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT


                  THIS AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT is made
as of the 3rd day of March, 2000, by and among YOUcentric, Inc., a North
Carolina corporation (the "Company"), the holders of the Company's Series A
Preferred Stock listed on Schedule A hereto (the "Series A Investors"), the
holders of the Company's Series B Preferred Stock listed on Schedule B hereto
(the "Series B Investors") (each of the Series A Investors and the Series B
Investors is herein referred to as an "Investor"), Haas Financial Advisors, Inc.
("Haas"), FleetBoston Robertson Stephens Inc. and the founders listed on
Schedule C hereto (each a "Founder").

                                    RECITALS

                  WHEREAS, the Company, the Series A Investors and the Founders
are parties to an Investors' Rights Agreement, dated as of May 13, 1999, as
previously amended (the "Original Agreement");

                  WHEREAS, the Company and the Series B Investors are parties to
the Series B Preferred Stock Purchase Agreement of even date herewith (the
"Series B Agreement"); and

                  WHEREAS, in order to induce the Company, the Series A
Investors and the Founders to approve the issuance of the Series B Preferred
Stock and to induce the Series B Investors to invest funds in the Company
pursuant to the Series B Agreement, the Investors, the Founders and the Company
hereby agree that this Agreement shall amend and restate the Original Agreement
and shall govern the rights of the Investors and the Founders to cause the
Company to register shares of Common Stock issued or issuable to them and
certain other matters as set forth herein;

              NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:

1.       Registration Rights.  The Company covenants and agrees as follows:

                  1.1      Definitions. For purposes of this Section 1:

(a)      The term "Act" means the Securities Act of 1933, as amended.

(b)      The term "Form S-3" means such form under the Act as in effect on the
         date hereof or any registration form under the Act subsequently adopted
         by the SEC that permits inclusion or incorporation of substantial
         information by reference to other documents filed by the Company with
         the SEC.

(c)      The term "Holder" means any person owning or having the right to
         acquire Registrable Securities or any assignee thereof in accordance
         with Section 1.11 hereof.
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(d)      The term "Initial Offering" means the Company's first underwritten
         public offering of its Common Stock under the Act.

(e)      The term "Major Investor" means (i) a Series A Investor holding that
         number of shares of Common Stock issued or issuable upon conversion of
         the Series A Preferred Stock which, when multiplied by $1.9233 (as
         adjusted for stock splits, stock dividends, recapitalizations or the
         like) equals at least $2,000,000; and (ii) a Series B Investor holding
         that number of shares of Common Stock issued or issuable upon
         conversion of the Series B Preferred Stock which, when multiplied by
         $12.02 (as adjusted for stock splits, stock dividends,
         recapitalizations or the like) equals at least $2,000,000.

(f)      The term "1934 Act" means the Securities Exchange Act of 1934, as
         amended.

(g)      The term "register," "registered," and "registration" refer to a
         registration effected by preparing and filing a registration statement
         or similar document in compliance with the Act, and the declaration or
         ordering of effectiveness of such registration statement or document.

(h)      The term "Registrable Securities" means (i) the Common Stock issuable
         or issued upon conversion of the Series A Preferred Stock and/or the
         Series B Preferred Stock held by the Investors, the Common Stock
         issuable or issued upon exercise of the warrant to purchase One Hundred
         Twenty-four Thousand Seven Hundred Eighty-two (124,782) shares of
         Common Stock previously issued to Haas and shares of Common Stock
         issued to FleetBoston Robertson Stephens Inc. in connection with the
         closing(s) of the Company's offering and sale of the Series B Preferred
         Stock; and (ii) any Common Stock of the Company issued as (or issuable
         upon the conversion or exercise of any warrant, right or other security
         that is issued as) a dividend or other distribution with respect to, or
         in exchange for, or in replacement of, the shares referenced in (i)
         above, excluding in all cases, however, any Registrable Securities sold
         by a person in a transaction in which his rights under this Section 1
         are not assigned.

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

(j)      The term "SEC" shall mean the Securities and Exchange Commission.

                  1.2      Request for Registration.

(a)      Subject to the conditions of this Section 1.2, if the Company shall
         receive at any time after the earlier of (i) three (3) years after the
         date of this Agreement or (ii) six (6) months after the effective date
         of the Initial Offering, a written request from the Holders of fifty
         percent (50%) or more of the Registrable Securities then outstanding
         (the "Initiating Holders") that the Company file a registration
         statement under the Act covering the registration of Registrable
         Securities with an anticipated aggregate offering price of at least
         $5,000,000, then the Company shall, within twenty (20) days of the
         receipt thereof, give written notice of such request to all Holders,
         and subject to the limitations of this Section 1.2, use best efforts to
         effect, as soon as reasonably practicable, the registration under the
         Act of all Registrable Securities that the Holders request to

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         be registered in a written request received by the Company within
         twenty (20) days of the mailing of the Company's notice pursuant to
         this Section 1.2(a).

(b)      If the Initiating Holders intend to distribute the Registrable
         Securities covered by their request by means of an underwriting, they
         shall so advise the Company as a part of their request made pursuant to
         this Section 1.2 and the Company shall include such information in the
         written notice referred to in Section 1.2(a). In such event the right
         of any Holder to include its Registrable Securities in such
         registration shall be conditioned upon such Holder's participation in
         such underwriting and the inclusion of such Holder's Registrable
         Securities in the underwriting (unless otherwise mutually agreed by a
         majority in interest of the Initiating Holders and such Holder) to the
         extent provided herein. All Holders proposing to distribute their
         securities through such underwriting shall enter into an underwriting
         agreement in customary form with the underwriter or underwriters
         selected for such underwriting by a majority in interest of the
         Initiating Holders (which underwriter or underwriters shall be
         reasonably acceptable to the Company). Notwithstanding any other
         provision of this Section 1.2, if the underwriter advises the Company
         that marketing factors require a limitation of the number of securities
         underwritten (including Registrable Securities), then the Company shall
         so advise all Holders of Registrable Securities that would otherwise be
         underwritten pursuant hereto, and the number of shares that may be
         included in the underwriting shall be allocated to the Holders of such
         Registrable Securities on a pro rata basis based on the number of
         Registrable Securities held by all such Holders (including the
         Initiating Holders). Any Registrable Securities excluded or withdrawn
         from such underwriting shall be withdrawn from the registration.

(c)      The Company shall not be required to effect a registration pursuant to
         this Section 1.2:

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

                           (ii)     after the Company has effected two (2)
         registrations pursuant to this Section 1.2, and such registrations have
         been declared or ordered effective by the SEC; or

                           (iii)    during the period starting with the date
         sixty (60) days prior to the Company's good faith estimate of the date
         of the filing of, and ending on a date one hundred eighty (180) days
         following the effective date of, a Company-initiated registration
         subject to Section 1.3 below, provided that the Company is actively
         employing in good faith all reasonable efforts to cause such
         registration statement to become effective; or

                           (iv)     if the Initiating Holders propose to dispose
         of Registrable Securities that may be registered on Form S-3 pursuant
         to Section 1.4 hereof; or

                           (v)      if the Company shall furnish to Holders
         requesting a registration statement pursuant to this Section 1.2, a
         certificate signed by the Company's Chief Executive Officer or Chairman
         of the Board stating that in the good faith judgment of the Board

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         of Directors of the Company, it would be seriously detrimental to the
         Company and its shareholders for such registration statement to be
         effected at such time, including, without limitation, adversely
         affecting a then-existing plan to sell shares of the Company in a
         public offering, in which event 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, provided that such
         right to delay a request shall be exercised by the Company not more
         than once in any twelve (12)-month period.

                  1.3      Company Registration.

(a)      If (but without any obligation to do so) the Company proposes to
         register (including for this purpose a registration effected by the
         Company for shareholders other than the Holders) any of its stock or
         other securities under the Act in connection with the public offering
         of such securities (other than a registration relating solely to the
         sale of securities to participants in a Company stock plan, a
         registration relating to a corporate reorganization or other
         transaction under Rule 145 of the Act, a registration on any form that
         does not contain substantially the same information as would be
         required to be included in a registration statement covering the sale
         of the Registrable Securities, or a registration in which the only
         Common Stock being registered is Common Stock issuable upon conversion
         of debt securities that are also being registered), the Company shall,
         at such time, promptly give each Holder written notice of such
         registration. Upon the written request of each Holder given to the
         Company within fifteen (15) days after mailing of such notice by the
         Company in accordance with Section 4.5, the Company shall, subject to
         the provisions of Section 1.3(c), use all reasonable efforts to cause
         to be registered under the Act all of the Registrable Securities that
         each such Holder has requested to be registered.

(b)      Right to Terminate Registration. The Company shall have the right to
         terminate or withdraw any registration initiated by it under this
         Section 1.3 prior to the effectiveness of such registration whether or
         not any Holder has elected to include securities in such registration.
         The expenses of such withdrawn registration shall be borne by the
         Company in accordance with Section 1.7 hereof.

(c)      Underwriting Requirements. In connection with any offering involving an
         underwriting of shares of the Company's capital stock, the Company
         shall not be required under this Section 1.3 to include any of the
         Holders' securities in such underwriting unless they accept the terms
         of the underwriting as agreed upon between the Company and the
         underwriters selected by the Company (or by other persons entitled to
         select the underwriters) and enter into an underwriting agreement in
         customary form with an underwriter or underwriters selected by the
         Company, and then only in such quantity as the underwriters determine
         in their sole discretion will not jeopardize the success

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         of the offering by the Company. If the total amount of securities,
         including Registrable Securities, requested by shareholders to be
         included in such offering exceeds the amount of securities sold other
         than by the Company that the underwriters determine in their sole
         discretion is compatible with the success of the offering, then the
         Company shall be required to include in the offering only that number
         of such securities, including Registrable Securities, that the
         underwriters determine in their sole discretion will not jeopardize the
         success of the offering (the securities so included to be apportioned
         pro rata among the selling Holders according to the total amount of
         securities requested to be included therein by each selling Holder or
         in such other proportions as shall mutually be agreed to by such
         selling Holders), but in no event shall (i) the amount of securities of
         the selling Holders included in the offering be reduced below
         twenty-five percent (25%) of the total amount of securities included in
         such offering, unless such offering is the initial public offering of
         the Company's securities, in which case the selling Holders may be
         excluded if the underwriters make the determination described above and
         no other shareholder's securities are included, or (ii) notwithstanding
         (i) above, if the number of Registrable Securities included in any
         Company registration is so limited, no other shareholders may sell
         shares in such registration other than the Company. For purposes of the
         preceding parenthetical concerning apportionment, for any selling
         shareholder that is a Holder of Registrable Securities and that is a
         partnership or corporation, the partners, retired partners and
         shareholders of such Holder, or the estates and family members of any
         such partners and retired partners and any trusts for the benefit of
         any of the foregoing persons shall be deemed to be a single "selling
         Holder," and any pro rata reduction with respect to such "selling
         Holder" shall be based upon the aggregate amount of Registrable
         Securities owned by all such related entities and individuals.

                           1.4      Form S-3 Registration. In case the Company
         shall receive from a Holder or Holders of Registrable Securities a
         written request or requests that the Company effect a registration on
         Form S-3 and any related qualification or compliance with respect to
         all or a part of the Registrable Securities owned by such Holder or
         Holders, the Company shall:

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

(b)      use best efforts to effect, as soon as reasonably practicable, such
         registration and all such qualifications and compliances as may be so
         requested and as would permit or facilitate the sale and distribution
         of all or such portion of such Holders' Registrable Securities as are
         specified in such request, together with all or such portion of the
         Registrable Securities of any other Holders joining in such request as
         are specified in a written request given within fifteen (15) days after
         receipt of such written notice from the Company, provided, however,
         that the Company shall not be obligated to effect any such
         registration, qualification or compliance, pursuant to this Section
         1.4:

                                    (i)      if Form S-3 is not then available
         for such offering by the Holders;

                                    (ii)     within thirty (30) days prior to or
         ninety (90) days following a registration effected pursuant to Section
         1.3;

                                    (iii)    if the Holders propose to sell
         Registrable Securities and such other securities (if any) at an
         aggregate price to the public (net of any underwriters' discounts or
         commissions) of less than $1,000,000;

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                                    (iv)     if the Company shall furnish to the
         Holders a certificate signed by the Chief Executive Officer or Chairman
         of the Board of the Company stating that in the good faith judgment of
         the Board of Directors of the Company, it would be seriously
         detrimental to the Company and its shareholders for such Form S-3
         Registration to be effected at such time, including, without
         limitation, adversely affecting a then-existing plan to sell shares of
         the Company in a public offering, in which event the Company shall have
         the right to defer the filing of the Form S-3 registration statement
         for a period of not more than ninety (90) days after receipt of the
         request of the Holder or Holders under this Section 1.4; provided,
         however, that the Company shall not utilize this right more than once
         in any twelve month period;

                                    (v)      if the Company has, within the
         twelve (12) month period preceding the date of such request, already
         effected two (2) registrations on Form S-3 for the Holders pursuant to
         this Section 1.4; or

                                    (vi)     in any particular jurisdiction in
         which the Company would be required to qualify to do business or to
         execute a general consent to service of process in effecting such
         registration, qualification or compliance.

(c)      Subject to the foregoing, the Company shall file a registration
         statement covering the Registrable Securities and other securities so
         requested to be registered as soon as reasonably practicable after
         receipt of the request or requests of the Holders. Registrations
         effected pursuant to this Section 1.4 shall not be counted as requests
         for registration effected pursuant to Sections 1.2.

                           1.5      Obligations of the Company. Whenever
         required under this Section 1 to effect the registration of any
         Registrable Securities, the Company shall, as expeditiously as
         reasonably possible:

(a)      prepare and file with the SEC a registration statement with respect to
         such Registrable Securities and use 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 for a period of
         up to (i) one hundred eighty (180) days for registrations on Form S-3
         for the Holders pursuant to Section 1.4, (ii) ninety (90) days for all
         other registrations, or (iii) if earlier in any registration, until the
         distribution contemplated in the registration statement has been
         completed;

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

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

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(d)      use 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 of
         Registrable Securities covered by such registration statement, provided
         that the Company shall not be required in connection therewith or as a
         condition thereto to qualify to do business or to file a general
         consent to service of process in any such states or jurisdictions;

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

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

(g)      cause all such Registrable Securities registered pursuant hereunder to
         be listed on each securities exchange on which similar securities
         issued by the Company are then listed, if any; and

(h)      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.

                           1.6      Information from Holder. It shall be a
         condition precedent to the obligations of the Company to take any
         action pursuant to this Section 1 with respect to the Registrable
         Securities of any selling Holder that such Holder shall furnish to the
         Company such information regarding itself, the Registrable Securities
         held by it, and the intended method of disposition of such securities
         as shall be required to effect the registration of such Holder's
         Registrable Securities.

                           1.7      Expenses of Registration. All expenses other
         than underwriting discounts and commissions incurred in connection with
         registrations, filings or qualifications pursuant to Sections 1.2, 1.3
         and 1.4, including (without limitation) all registration, filing and
         qualification fees, printers' and accounting fees, fees and
         disbursements of counsel for the Company and the reasonable fees and
         disbursements of one special counsel for the selling Holders shall be
         borne by the Company. Notwithstanding the foregoing, the Company shall
         not be required to pay for any expenses of any registration proceeding
         begun pursuant to Section 1.2 or Section 1.4 if the registration
         request is subsequently withdrawn at the request of the Holders of a
         majority of the Registrable Securities to be registered (in which case
         all participating Holders shall bear such expenses pro rata based upon
         the number of Registrable Securities that were to be requested in the
         withdrawn registration), unless, in the case of a registration
         requested under Section 1.2, the Holders of a majority of the
         Registrable Securities agree to forfeit their right to one demand
         registration pursuant to Section 1.2, provided, however, that if 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 Holders at the time of their

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         request and have withdrawn the request with reasonable promptness
         following disclosure by the Company of such material adverse change,
         then the Holders shall not be required to pay any of such expenses and
         shall retain their rights pursuant to Section 1.2 and 1.4.

                           1.8      Delay of Registration. No Holder shall have
         any right to obtain or seek an injunction restraining or otherwise
         delaying any such registration as the result of any controversy that
         might arise with respect to the interpretation or implementation of
         this Section 1.

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

(a)      To the extent permitted by law, the Company will indemnify and hold
         harmless each Holder, the partners or officers, directors and
         shareholders of each Holder, legal counsel and accountants for each
         Holder, any underwriter (as defined in the Act) for such Holder and
         each person, if any, who controls such Holder or underwriter within the
         meaning of the Act or the 1934 Act, against any losses, claims, damages
         or liabilities (joint or several) to which they may become subject
         under the Act, the 1934 Act or any state securities laws, insofar as
         such losses, claims, damages, or liabilities (or actions in respect
         thereof) arise out of or are based upon any of the following
         statements, omissions or violations (collectively a "Violation"): (i)
         any untrue statement or alleged untrue statement of a material fact
         contained in such registration statement, including any preliminary
         prospectus or final prospectus contained therein or any amendments or
         supplements thereto, (ii) the omission or alleged omission to state
         therein a material fact required to be stated therein, or necessary to
         make the statements therein not misleading, or (iii) any violation or
         alleged violation by the Company of the Act, the 1934 Act, any state
         securities laws or any rule or regulation promulgated under the Act,
         the 1934 Act or any state securities laws; and the Company will
         reimburse each such Holder, underwriter or controlling person for any
         legal or other expenses reasonably incurred by them in connection with
         investigating or defending any such loss, claim, damage, liability or
         action; provided, however, that the indemnity agreement contained in
         this subsection l.9(a) shall not apply to amounts paid in settlement of
         any such loss, claim, damage, liability or action if such settlement is
         effected without the consent of the Company (which consent shall not be
         unreasonably withheld), nor shall the Company be liable in any such
         case for any such loss, claim, damage, liability or action to the
         extent that it arises out of or is based upon a Violation that occurs
         in reliance upon and in conformity with written information furnished
         expressly for use in connection with such registration by any Holder,
         underwriter or controlling person; provided further, however, that the
         foregoing indemnity agreement with respect to any preliminary
         prospectus shall not inure to the benefit of any Holder or underwriter,
         or any person controlling such Holder or underwriter, from whom the
         person asserting any such losses, claims, damages or liabilities
         purchased shares in the offering, if a copy of the prospectus (as then
         amended or supplemented if the Company shall have furnished any
         amendments or supplements thereto) was not sent or given by or on
         behalf of such Holder or underwriter to such person, if required by law
         so to have been delivered, at or prior to the written confirmation of
         the sale of the shares to such person, and if the prospectus (as so
         amended or supplemented) would have cured the defect giving rise to
         such loss, claim, damage or liability.

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(b)      To the extent permitted by law, each selling Holder will indemnify and
         hold harmless the Company, each of its directors, each of its officers
         who has signed the registration statement, each person, if any, who
         controls the Company within the meaning of the Act, legal counsel and
         accountants for the Company, any underwriter, any other Holder selling
         securities in such registration statement and any controlling person of
         any such underwriter or other Holder, against any losses, claims,
         damages or liabilities (joint or several) to which any of the foregoing
         persons may become subject, under the Act, the 1934 Act or any state
         securities laws, insofar as such losses, claims, damages or liabilities
         (or actions in respect thereto) arise out of or are based upon any
         Violation, in each case to the extent (and only to the extent) that
         such Violation occurs in reliance upon and in conformity with written
         information furnished by such Holder expressly for use in connection
         with such registration; and each such Holder will reimburse any person
         intended to be indemnified pursuant to this subsection l.9(b), for any
         legal or other expenses reasonably incurred by such person in
         connection with investigating or defending any such loss, claim,
         damage, liability or action; provided, however, that the indemnity
         agreement contained in this subsection l.9(b) shall not apply to
         amounts paid in settlement of any such loss, claim, damage, liability
         or action if such settlement is effected without the consent of the
         Holder (which consent shall not be unreasonably withheld), provided
         that in no event shall any indemnity under this subsection l.9(b)
         exceed the net proceeds from the offering received by such Holder.

(c)      Promptly after receipt by an indemnified party under this Section 1.9
         of notice of the commencement of any action (including any governmental
         action), such indemnified party will, if a claim in respect thereof is
         to be made against any indemnifying party under this Section 1.9,
         deliver to the indemnifying party a written notice of the commencement
         thereof and the indemnifying party shall have the right to participate
         in, and, to the extent the indemnifying party so desires, jointly with
         any other indemnifying party similarly noticed, to assume the defense
         thereof with counsel mutually satisfactory to the parties; provided,
         however, that an indemnified party (together with all other indemnified
         parties that 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. The failure to deliver
         written notice to the indemnifying party within a reasonable time of
         the commencement of any such action, if prejudicial to its ability to
         defend such action, shall relieve such indemnifying party of any
         liability to the indemnified party under this Section 1.9, 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 1.9.

(d)      If the indemnification provided for in this Section 1.9 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 herein, then the indemnifying party, in lieu of
         indemnifying such indemnified party hereunder, shall contribute to the
         amount paid or payable by such indemnified party as a result of such
         loss, liability, claim, damage or expense in such proportion as is
         appropriate to reflect the relative fault of the indemnifying party on
         the one hand and of the indemnified party on the other in connection
         with the statements or omissions that resulted in such loss, liability,

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         claim, damage or expense, as well as any other relevant equitable
         considerations. The relative fault of the indemnifying party and of the
         indemnified party shall be determined by reference to, among other
         things, whether the untrue or alleged untrue statement of a material
         fact or the omission to state a material fact relates to information
         supplied by the indemnifying party or by the indemnified party and the
         parties' relative intent, knowledge, access to information, and
         opportunity to correct or prevent such statement or omission.

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

(f)      The obligations of the Company and Holders under this Section 1.9 shall
         survive the completion of any offering of Registrable Securities in a
         registration statement under this Section 1, and otherwise.

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

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

(b)      file with the SEC in a timely manner all reports and other documents
         required of the Company under the Act and the 1934 Act; and

(c)      furnish to any Holder, so long as the Holder owns any Registrable
         Securities, forthwith upon request (i) a written statement by the
         Company that it has complied with the reporting requirements of SEC
         Rule 144 (at any time after ninety (90) days after the effective date
         of the first registration statement filed by the Company), the Act and
         the 1934 Act (at any time after it has become subject to such reporting
         requirements), or that it qualifies as a registrant whose securities
         may be resold pursuant to Form S-3 (at any time after it so qualifies),
         (ii) a copy of the most recent annual or quarterly report of the
         Company and such other reports and documents so filed by the Company,
         and (iii) such other information as may be reasonably requested in
         availing any Holder of any rule or regulation of the SEC that permits
         the selling of any such securities without registration or pursuant to
         such form.

                           1.11     Assignment of Registration Rights. The
         rights to cause the Company to register Registrable Securities pursuant
         to this Section 1 may be assigned (but only with all related
         obligations) by a Holder to a transferee or assignee of such securities
         that (i) is a subsidiary, parent, partner, limited partner, retired
         partner or shareholder of a Holder, (ii) is a Holder's family member or
         trust for the benefit of an individual Holder, or (iii) after such
         assignment or transfer, holds at least twenty-five percent (25%) of
         such Holder's shares of Registrable Securities immediately prior to
         such transfer (subject to appropriate adjustment for

                                       10
<PAGE>   12
         stock splits, stock dividends, combinations and other
         recapitalizations), provided: (a) the Company is, not more than twenty
         (20) days after such transfer, furnished with written notice of the
         name and address of such transferee or assignee and the securities with
         respect to which such registration rights are being assigned; (b) such
         transferee or assignee agrees in writing to be bound by and subject to
         the terms and conditions of this Agreement, including without
         limitation the provisions of Section 1.13 below; and (c) such
         assignment shall be effective only if immediately following such
         transfer the further disposition of such securities by the transferee
         or assignee is restricted under the Act.

                           1.12     Limitations on Subsequent Registration
         Rights. From and after the date of this Agreement, the Company shall
         not, without the prior written consent of the Holders of a majority of
         the Registrable Securities, enter into any agreement with any holder or
         prospective holder of any securities of the Company that would allow
         such holder or prospective holder (a) to include such securities in any
         registration filed under Section 1.3 hereof, unless under the terms of
         such agreement, such holder or prospective holder may include such
         securities in any such registration only to the extent that the
         inclusion of such securities will not reduce the amount of the
         Registrable Securities of the Holders that are included or (b) to
         demand registration of their securities.

                           1.13     "Market Stand-Off" Agreement. Each Holder
         hereby agrees that it will not, without the prior written consent of
         the managing underwriter, during the period commencing on the date of
         the final prospectus relating to the Company's Initial Offering and
         ending on the date specified by the Company and the managing
         underwriter (such period not to exceed one hundred twenty (120) days)
         (i) lend, offer, pledge, sell, contract to sell, sell any option or
         contract to purchase, purchase any option or contract to sell, grant
         any option, right or warrant to purchase, or otherwise transfer or
         dispose of, directly or indirectly, any Registrable Securities, or (ii)
         enter into any swap or other arrangement that transfers to another, in
         whole or in part, any of the economic consequences of ownership of the
         Registrable Securities, whether any such transaction described in
         clause (i) or (ii) above is to be settled by delivery of Common Stock
         or such other securities, in cash or otherwise. The foregoing
         provisions of this Section 1.13 shall apply only to the Company's
         initial public offering of equity securities, shall not apply to the
         sale of any shares to an underwriter pursuant to an underwriting
         agreement, and shall only be applicable to the Holders if all officers
         and directors and greater than one percent (1%) shareholders of the
         Company enter into similar agreements. Notwithstanding the foregoing,
         any discretionary waiver or termination of the restrictions of any such
         agreements by the Company or representatives of the underwriters shall
         apply to all persons subject to such agreements pro rata based on the
         number of shares subject to such agreements. The Company shall use its
         best efforts in its negotiations with the lead underwriter in the
         Company's Initial Offering to limit the market stand-off period for all
         shareholders of the Company to not more than one hundred twenty (120)
         days. The underwriters in connection with the Company's Initial
         Offering are intended third party beneficiaries of this Section 1.13
         and shall have the right, power and authority to enforce the provisions
         hereof as though they were a party hereto.

                  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

                                       11
<PAGE>   13
or securities of every other person subject to the foregoing restriction) until
the end of such period.

                           1.14     Termination of Registration Rights. No
Holder shall be entitled to exercise any right provided for in this Section 1
after five (5) years following the consummation of the Initial Offering or, as
to any Holder, such earlier time at which all Registrable Securities held by
such Holder (and any affiliate of the Holder with whom such Holder must
aggregate its sales under Rule 144) can be sold in any three (3)-month period
without registration in compliance with Rule 144 of the Act.

2.       Covenants of the Company.

                           2.1      Delivery of Financial Statements. The
Company shall deliver to each Major Investor:

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

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

(c)      within thirty (30) days of the end of each month, an unaudited income
         statement and statement of cash flows and balance sheet for and as of
         the end of such month, in reasonable detail;

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

(e)      with respect to the financial statements called for in subsections
         (b)and (c) of this Section 2.1, an instrument executed by the Chief
         Financial Officer or President of the Company certifying that such
         financials were prepared in accordance with GAAP consistently applied
         with prior practice for earlier periods (with the exception of
         footnotes that may be required by GAAP) and fairly present the
         financial condition of the Company and its results of operation for the
         period specified, subject to year-end audit adjustment; and

(f)      such other information relating to the financial condition, business,
         prospects or corporate affairs of the Company as the Investor or any
         assignee of the Investor may from time to time reasonably request,
         provided, however, that the Company shall not be obligated under this
         subsection (f) or

                                       12
<PAGE>   14
         any other subsection of Section 2.1 to provide information that it
         deems in good faith to be a trade secret or similar confidential
         information.

                           2.2      Inspection. The Company shall permit each
         Major Investor, at such Investor's expense, to visit and inspect the
         Company's properties, to examine its books of account and records and
         to discuss the Company's affairs, finances and accounts with its
         officers, all at such reasonable times as may be reasonably requested
         by such Investor; provided, however, that the Company shall not be
         obligated pursuant to this Section 2.2 to provide access to any
         information that it reasonably considers to be a trade secret or
         similar confidential information.

                           2.3      Termination of Information and Inspection
         Covenants. The covenants set forth in Sections 2.1 and 2.2 shall
         terminate as to Major Investors and be of no further force or effect
         upon the consummation of the Initial Offering.

                           2.4      Right of First Offer. Subject to the terms
         and conditions specified in this paragraph 2.4, the Company hereby
         grants to each Investor a right of first offer with respect to future
         sales by the Company of its Shares (as hereinafter defined). For
         purposes of this Section 2.4, Investor includes any general partners
         and affiliates of an Investor. An Investor shall be entitled to
         apportion the right of first offer hereby granted it among itself and
         its partners and affiliates in such proportions as such Investor deems
         appropriate.

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

(a)      The Company shall deliver a notice in accordance with Section 4.5
         ("Notice") to the Investors stating (i) its bona fide intention to
         offer such Shares, (ii) the number of such Shares to be offered, and
         (iii) the price and terms upon which it proposes to offer such Shares.

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

                                       13
<PAGE>   15
(c)      If all Shares that Investors are entitled to obtain pursuant to
         subsection 2.4(b) are not elected to be obtained as provided in
         subsection 2.4(b) hereof, the Company may, during the ninety (90) day
         period following the expiration of the period provided in subsection
         2.4(b) hereof, offer the remaining unsubscribed portion of such Shares
         to any person or persons at a price not less than, and upon terms no
         more favorable to the offeree than those specified in the Notice. If
         the Company does not enter into an agreement for the sale of the Shares
         within such period, or if such agreement is not consummated within
         thirty (30) days of the execution thereof, the right provided hereunder
         shall be deemed to be revived and such Shares shall not be offered
         unless first reoffered to the Investors in accordance herewith.

(d)      The right of first offer in this paragraph 2.4 shall not be applicable
         to: (i) the issuance or sale of up to five million one hundred
         thirty-five thousand eighty (5,135,080) shares of Common Stock (or
         options or restricted stock awards therefor) to employees, directors
         and consultants for the primary purpose of soliciting or retaining
         their services; (ii) the issuance of securities pursuant to a bona fide
         underwritten public offering of shares of Common Stock, registered
         under the Act, which results in proceeds to the Company of at least
         $20,000,000 in the aggregate; (iii) the issuance of securities pursuant
         to the conversion or exercise of convertible or exercisable securities;
         (iv) up to three hundred thousand (300,000) shares of Common Stock
         issued or issuable upon exercise of warrants or other securities or
         rights pursuant to equipment lease financings or bank credit
         arrangements approved by the Board of Directors; (v) shares of Common
         Stock whose issuance is approved of by holders of a majority of the
         Series A Preferred Stock and Series B Preferred Stock (voting together
         as a single class); or (vi) up to one hundred twenty-four thousand
         seven hundred eighty two (124,782) shares of Common Stock issued or
         issuable upon exercise of warrants previously issued to Haas.

                           2.5      Section 1202 Compliance. The Company hereby
         covenants and agrees with each Series A Investor that the Company
         shall:

(a)      use its best efforts to comply with the reporting and record-keeping
         requirements of Section 1202 of the Internal Revenue Code of 1986, as
         amended (the "Code"), and any regulations promulgated thereunder;

(b)      upon the reasonable request of any Series A Investor, conduct a
         reasonable investigation into the question of whether the shares of
         Common Stock and Preferred Stock (and the shares of Common Stock issued
         or issuable upon conversion thereof) held by the Series A Investors
         remain "Qualified Small Business Stock" within the meaning of the Code,
         and to deliver thereafter to such Holder a duly executed Certificate of
         Representation in substantially the form hereto as Schedule D (the
         "QSBS Certificate"). If the Company is unable to deliver an executed
         QSBS Certificate because the representation statement number 2 therein
         is inaccurate, the Company covenants and agrees to deliver a statement
         explaining the reasons for such inaccuracy; and

(c)      use its best efforts to not take any action that would cause the
         Preferred Stock (or the Common Stock issuable upon conversion thereof)
         to lose its status as "qualified small business stock"

                                       14
<PAGE>   16
         within the meaning of the Code, including, without limitation, taking
         any of the following actions:

                           (i)      purchasing an amount of its own stock
         (within the meaning of Section 1202(c)(3) of the Code) having an
         aggregate value at the time(s) of purchase exceeding five percent (5%)
         of the aggregate value of all of its outstanding stock determined as of
         the start of such period;

                           (ii)     conducting any of the following businesses
         (as defined for purposes of Section 1202(e)(3) of the Code):

                                    A.       any business involving the
         performance of services in the fields of law, accounting, actuarial
         science, performing arts, athletics or brokerage services;

                                    B.       any banking or insurance business;

                                    C.       any farming business (including the
         business of raising or harvesting trees);

                                    D.       any business involving the
         production or extraction of natural resources with respect to which a
         deduction is allowable under Section 613 or 613A of the Code; or

                                    E.       any business of operating a hotel,
         motel, restaurant or similar establishment;

                           (iii)    permitting more than ten percent (10%) of
         the value of its assets to consist of stock issued by other companies
         (other than stock of companies that qualify as subsidiaries of the
         Company within the meaning of Section 1202(e)(5) of the Code or stock
         that is held as working capital or reasonably expected to be sold
         within two years to finance research and experimentation within the
         meaning of Section 1202(e)(6) of the Code;

                           (iv)     permitting more than ten percent (10%) of
         the value of its assets to consist of real property that is not used in
         the active conduct of a qualified trade or business within the meaning
         of Section 1202(e)(7) of the Code;

                           (v)      making an election under Section 936 of the
         Code (relating to the Puerto Rico and possessions tax credit) or
         permitting a subsidiary to make such an election; or

                           (vi)     in a single transaction or series of related
         transactions, raising capital through the issuance of securities or the
         incurrence of indebtedness if such transaction or series of related
         transactions would cause the Company to fail to satisfy the active
         business requirement set forth in Section 1202(e)(1) of the Code by
         virtue of holding excess cash or investment assets.

                                       15
<PAGE>   17
                  For purposes of the foregoing, any valuation or other
         determination (including, without limitation, a determination that a
         specific course of action does not constitute the conduct of a business
         described in Section 2.5(b)(ii) above) made by the Company's Board of
         Directors in good faith or for which there was, at the time made, a
         reasonable basis in law or fact shall be conclusive.

                           2.6      Board Representation. At each annual meeting
         of the shareholders of the Company, or at any meeting of the
         shareholders of the Company at which members of the Board of Directors
         of the Company are to be elected, or whenever members of the Board of
         Directors are to be elected by written consent, the Founders, the
         Series A Investors and the Series B Investors agree to vote all of
         their shares of the capital stock of the Company now owned or hereafter
         acquired so as to elect:

(a)      With respect to the one (1) member of the Company's Board of Directors
         that the Restated Articles of Incorporation provide is to be elected by
         the holders of Series A Preferred Stock, one (1) member of the
         Company's Board of Directors designated by entities affiliated with
         Technology Crossover Management III, L.L.C. (collectively, "TCV");

(b)      With respect to the one (1) member of the Company's Board of Directors
         that the Restated Articles of Incorporation provide is to be elected by
         the holders of Series B Preferred Stock, one (1) member of the
         Company's Board of Directors designated by entities affiliated with
         First Union Investors, Inc. (collectively, "First Union");

(c)      With respect to the four (4) members of the Company's Board of
         Directors that the Restated Articles of Incorporation provide are to be
         elected by the holders of Common Stock, four (4) members of the
         Company's Board of Directors designated by the holders of a majority of
         the Common Stock; and

(d)      With respect to the members of the Company's Board of Directors that
         the Restated Articles of Incorporation provide are to be elected by the
         holders of Series A Preferred Stock, Series B Preferred Stock and
         Common Stock, voting together as a single class on an as-converted
         basis and not as separate series, one (1) independent member of the
         Company's Board of Directors designated by the Board of Directors and
         approved by TCV.

                  Any director of the Company may be removed from the board in
         the manner allowed by law and the Company's Articles of Incorporation
         and Bylaws, but with respect to a director designated pursuant to
         subsections 2.6(a), 2.6(b), 2.6(c) and 2.6(d) above, only upon the vote
         or written consent of the shareholders entitled to designate such
         director.

                           2.7      Board Expenses. The Company shall reimburse
         all non-employee directors for their reasonable expenses to attend the
         meetings of the Company's Board of Directors.

                           2.8      Vesting Schedule. Options to purchase shares
         of the Company's Common Stock issued pursuant to the Company's 1999
         Equity Compensation Plan shall be subject to vesting at an annual rate
         of twenty percent (20%), except for such options for which a

                                       16
<PAGE>   18
         different vesting rate is approved unanimously by the Company's Board
         of Directors, which shall be subject to vesting at such different rate.

                           2.9      Termination of Certain Covenants. The
         covenants set forth in Sections 2.4, 2.6, 2.7 and 2.8 shall terminate
         and be of no further force or effect upon the consummation of the sale
         of securities pursuant to a bona fide, firmly underwritten public
         offering of shares of common stock, registered under the Act, which
         results in proceeds to the Company of at least $20,000,000 or as
         provided under applicable law.

                           2.10     Regulatory Requirements. In the event of any
         reasonable determination by First Union that, by reason of any existing
         or future Federal or state rule, regulation, guideline, order, request
         or directive (whether or not having the force of law and whether or not
         failure to comply therewith would be unlawful) relating to its status
         as an affiliate of a national bank (collectively, a "Regulatory
         Requirement"), it is effectively restricted or prohibited from holding
         any of the shares of capital stock of the Company (including any shares
         of capital stock or other securities distributable to First Union in
         any merger, reorganization, readjustment or other reclassification of
         such shares), the Company and the other parties hereto shall take such
         action as expeditiously as possible, as may be deemed reasonably
         necessary by First Union to permit First Union to comply with such
         Regulatory Requirement. Such action to be taken may include, without
         limitation, the Company's authorization of one or more new classes of
         nonvoting or otherwise restricted capital stock and the modification or
         amendment of the Articles of Incorporation or any other documents or
         instruments executed in connection with the shares held by First Union.
         First Union shall give written notice to the Company of any such
         determination and the action or actions necessary to comply with such
         Regulatory Requirement.

3.       Intentionally Deleted.

4.       Miscellaneous.

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

                           4.2      Governing Law. This Agreement shall be
         governed by and construed under the laws of the State of North Carolina
         as applied to agreements among North Carolina residents entered into
         and to be performed entirely within North Carolina.

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

                                       17
<PAGE>   19
                           4.4      Titles and Subtitles. The titles and
         subtitles used in this Agreement are used for convenience only and are
         not to be considered in construing or interpreting this Agreement.

                           4.5      Notices. Unless otherwise provided, any
         notice required or permitted under this Agreement shall be given in
         writing and shall be deemed effectively given upon personal delivery to
         the party to be notified or upon delivery by confirmed facsimile
         transmission, nationally recognized overnight courier service, or three
         days after deposit with the United States Post Office, by registered or
         certified mail, postage prepaid and addressed to the party to be
         notified at the address indicated for such party on the signature page
         hereof, or at such other address as such party may designate by ten
         (10) days' advance written notice to the other parties.

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

                           4.7      Entire Agreement; Amendments and Waivers.
         The Original Agreement is hereby terminated and of no further force or
         effect. This Agreement (including the Schedules hereto, if any)
         constitutes the full and entire understanding and agreement among the
         parties with regard to the subjects hereof and thereof. Any term of
         this Agreement may be amended and the observance of any term of this
         Agreement may be waived (either generally or in a particular instance
         and either retroactively or prospectively), only with the written
         consent of the Company, TCV and First Union; provided, however, that in
         the event that such amendment or waiver adversely affects the
         obligations and/or rights of the Founders in a different manner than
         the other Holders, such amendment or waiver shall also require the
         written consent of the holders of a majority in interest of the
         Founders. Notwithstanding the foregoing, Subsection 2.6(b) above may be
         amended or waived only with the written consent of First Union. Any
         amendment or waiver effected in accordance with this paragraph shall be
         binding upon each holder of any Registrable Securities each future
         holder of all such Registrable Securities, and the Company.

                           4.8      Severability. If one or more provisions of
         this Agreement are held to be unenforceable under applicable law, such
         provision shall be excluded from this Agreement and the balance of the
         Agreement shall be interpreted as if such provision were so excluded
         and shall be enforceable in accordance with its terms.

                           4.9      Aggregation of Stock. All shares of
         Registrable Securities held or acquired by affiliated entities or
         persons shall be aggregated together for the purpose of determining the
         availability of any rights under this Agreement.

                                       18
<PAGE>   20
                       SIGNATURE PAGE TO YOUCENTRIC, INC.
                AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT

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


                                        YOUCENTRIC, INC.

                                        By: /s/ THOMAS FEDELL
                                        Name:    Thomas Fedell
                                        Title:   CEO


                                        Mailing Address:

                                            Southpark Towers, 6000 Fairview Road
                                            Suite 405
                                            Charlotte, NC  28210
                                            Attention:  Don DeLoach
                                            Phone:   (704) 643-1000
                                            Fax: (704) 643-1090



                       SIGNATURE PAGE TO YOUCENTRIC, INC.
                AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
<PAGE>   21
                                        FOUNDERS


                                        /s/ TOM FEDELL
                                        Tom Fedell

                                        /s/ ROBERT KEAR
                                        Robert Kear

                                        /s/ MARK LOGAN
                                        Mark Logan

                                        /s/ KARL JOHNSON
                                        Karl Johnson

                                        /s/ WELLS TIEDEMAN
                                        Wells Tiedeman


                                        Mailing Address:

                                            YOUcentric, Inc.
                                            Southpark Towers, 6000 Fairview Road
                                            Suite 405
                                            Charlotte, NC  28210
                                            Phone:   (704) 643-1000
                                            Fax: (704) 643-1090

                       SIGNATURE PAGE TO YOUCENTRIC, INC.
                AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
<PAGE>   22
                              SERIES A INVESTORS:

                              TCV III (GP)
                              a Delaware General Partnership
                              By:   Technology Crossover Management III, L.L.C.,
                              Its:  General Partner

                              By: /s/ ROBERT C. BENSKY
                              Name:    Robert C. Bensky
                              Title:   Chief Financial Officer


                              TCV III, L.P.
                              a Delaware Limited Partnership
                              By:   Technology Crossover Management III, L.L.C.,
                              Its:  General Partner

                              By: /s/ ROBERT C. BENSKY
                              Name:    Robert C. Bensky
                              Title:   Chief Financial Officer


                              TCV III (Q), L.P.
                              a Delaware Limited Partnership
                              By:   Technology Crossover Management III, L.L.C.,
                              Its:  General Partner

                              By: /s/ ROBERT C. BENSKY
                              Name:    Robert C. Bensky
                              Title:   Chief Financial Officer


                              TCV III Strategic Partners, L.P.
                              a Delaware Limited Partnership
                              By:   Technology Crossover Management III, L.L.C.,
                              Its:  General Partner

                              By: /s/ ROBERT C. BENSKY
                              Name:    Robert C. Bensky
                              Title:   Chief Financial Officer

                       SIGNATURE PAGE TO YOUCENTRIC, INC.
                AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
<PAGE>   23
                              Mailing Address:

                                  Technology Crossover Ventures
                                  56 Main Street, Suite 210
                                  Millburn, NJ  07041
                                  Attention:  Robert C. Bensky
                                  Phone:   (973) 467-5320
                                  Fax: (973) 467-5323

                              with a copy to:

                                  Technology Crossover Ventures
                                  575 High Street, Suite 400
                                  Palo Alto, CA  94301
                                  Attention:  C. Toms Newby III
                                  Phone:   (650) 614-8207
                                  Fax: (650) 614-8222


                       SIGNATURE PAGE TO YOUCENTRIC, INC.
                AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
<PAGE>   24
                              SERIES B INVESTORS:

                              FIRST UNION INVESTORS, INC.

                              By: /s/  DAVID J. SCANLAN
                              Name:    David J. Scanlan
                              Title:   Vice President

                              Mailing Address:

                                  First Union Investors, Inc.
                                  One First Union Center, TW-5
                                  301 South College Street, 5th Floor
                                  Charlotte, NC  28288
                                  Attention:  David Scanlan
                                  Scott Harrison
                                  Phone:   (704) 374-4657
                                  Fax: (704) 374-6711


                       SIGNATURE PAGE TO YOUCENTRIC, INC.
                AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
<PAGE>   25
                              SERIES B INVESTORS:

                              RS COINVESTMENT FUND LLC

                              By: /s/ JOSEPH J. PIAZZA
                              Name:    Joseph J. Piazza
                              Title:   Managing Director

                              Mailing address:

                                  Attn: Dale Haithcock
                                  555 California St. Suite 2600
                                  San Francisco, CA  94104




                       SIGNATURE PAGE TO YOUCENTRIC, INC.
                AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
<PAGE>   26
                              SERIES B INVESTORS:

                              BAYVIEW 2000 LP

                              By: /s/ DANA WELCH
                              Name:    Dana Welch
                              Title:   CAO

                              Mailing address:

                                  555 California St. Suite 2600
                                  San Francisco, CA  94104
                                  Attn:  Jennifer Sherrill



                       SIGNATURE PAGE TO YOUCENTRIC, INC.
                AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
<PAGE>   27
                              SERIES B INVESTORS:

                              GREYHOUND CROSSOVER FUND LP

                              By: /s/ RON POLLACK
                              Name:    Ron Pollack
                              Title:   General Partner

                              Mailing address:

                                  33 North Garden Avenue, Suite 750
                                  Clearwater, FL  33767



                       SIGNATURE PAGE TO YOUCENTRIC, INC.
                AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
<PAGE>   28
                              SERIES B INVESTORS:

                              WILLIAM JAMES BELL 1993 TRUST

                              By: /s/ WILLIAM JAMES BELL
                              Name:    William James Bell
                              Title:   Trustee

                              Mailing address:

                                  10539 Bellagio Road
                                  Los Angeles, CA  90077


                       SIGNATURE PAGE TO YOUCENTRIC, INC.
                AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT

<PAGE>   29

                                       SERIES B INVESTORS:

                                       /s/ CLARK CALLANDER
                                       ---------------------------
                                       Name: Clark Callander

                                       Mailing address:

                                          2815 Satt Street
                                          San Francisco, CA 94123
                                          415/693-3294




                       SIGNATURE PAGE TO YOUCENTRIC, INC.
                AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
<PAGE>   30

                                       SERIES B INVESTORS:

                                       /s/ DALE R. HAITHCOCK
                                       ---------------------------
                                       Name: Dale R. Haithcock

                                       Mailing address:

                                          814 Meadow Creek Court
                                          Walnut Creek, CA 94596





                       SIGNATURE PAGE TO YOUCENTRIC, INC.
                AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
<PAGE>   31


                                       SERIES B INVESTORS:

                                       /s/ JOSEPH J. PIAZZA
                                       ---------------------------
                                       Name: Joseph J. Piazza

                                       Mailing address:

                                          240 Madrana Avenue
                                          Belvedere, CA 94920




                       SIGNATURE PAGE TO YOUCENTRIC, INC.
                AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
<PAGE>   32

                                       SERIES B INVESTORS:

                                       /s/ SALIM RESHWAN
                                       ----------------------------
                                       Name: Salim Reshwan


                                       Mailing address:

                                          241 Lafayette Circle #8
                                          Lafayette, CA 94549



                       SIGNATURE PAGE TO YOUCENTRIC, INC.
                AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT

<PAGE>   33

                                       SERIES B INVESTORS:

                                       /s/ MARSHALL SENK
                                       ---------------------------
                                       Name: Marshall Senk


                                       Mailing address:

                                          P.O. Box 29493
                                          San Francisco, CA 94129




                       SIGNATURE PAGE TO YOUCENTRIC, INC.
                AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
<PAGE>   34

                                       SERIES B INVESTORS:

                                       /s/ MICHAEL J. ROSSO
                                       ---------------------------
                                       Name: Michael J. Rosso


                                       Mailing address:

                                          2525 Larkin Street, #302
                                          San Francisco, CA  94109




                       SIGNATURE PAGE TO YOUCENTRIC, INC.
                AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
<PAGE>   35

                                       SERIES B INVESTORS:

                                       /s/ GREG RICKMAN
                                       ---------------------------
                                       Name: Greg Rickman


                                       Mailing address:

                                          555 California Street, Suite 2600
                                          San Francisco, CA  94104




                       SIGNATURE PAGE TO YOUCENTRIC, INC.
                AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
<PAGE>   36

                                       SERIES B INVESTORS:

                                       /s/ JEFF BECKER
                                       ---------------------------
                                       Name: Jeff Becker


                                       Mailing address:

                                          21 Boulderwood Drive
                                          Livingston, NJ 07039




                       SIGNATURE PAGE TO YOUCENTRIC, INC.
                AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
<PAGE>   37

                                       SERIES B INVESTORS:

                                       Seligman Communications and Information
                                       Fund, Inc.

                                       By  J. & W. Seligman & Co., Incorporated,
                                           its investment adviser

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


                                       Seligman New Technologies Fund, Inc.

                                       By  J. & W. Seligman & Co. Incorporated,
                                           its investment adviser

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


                                       Seligman Investment Opportunities(Master)
                                       Fund-NTV Portfolio

                                       By J. & W. Seligman & Co. Incorporated,
                                          its investment adviser

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


                                       Mailing Address:

                                          100 Park Avenue - 8th Floor
                                          New York, NY 10017
                                          Attn: James M. Curtis



                       SIGNATURE PAGE TO YOUCENTRIC, INC.
                AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
<PAGE>   38

                                       SERIES B INVESTORS:

                                       TCV III (GP)
                                       a Delaware General Partnership
                                       By:  Technology Crossover Management III,
                                       L.L.C.,
                                       Its: General Partner

                                       By: /s/ ROBERT C. BENSKY
                                           ---------------------------
                                           Name: Robert C. Bensky
                                           Title:    Chief Financial Officer


                                       TCV III, L.P.
                                       a Delaware Limited Partnership
                                       By:  Technology Crossover Management III,
                                       L.L.C.,
                                       Its: General Partner

                                       By: /s/  ROBERT C. BENSKY
                                           ---------------------------
                                           Name: Robert C. Bensky
                                           Title:    Chief Financial Officer


                                       TCV III (Q), L.P.
                                       a Delaware Limited Partnership
                                       By:  Technology Crossover Management III,
                                       L.L.C.,
                                       Its: General Partner

                                       By: /s/  ROBERT C. BENSKY
                                           ---------------------------
                                           Name: Robert C. Bensky
                                           Title:    Chief Financial Officer


                                       TCV III Strategic Partners, L.P.
                                       a Delaware Limited Partnership
                                       By:  Technology Crossover Management III,
                                       L.L.C.,
                                       Its: General Partner

                                       By: /s/  ROBERT C. BENSKY
                                           ---------------------------
                                           Name: Robert C. Bensky
                                           Title:    Chief Financial Officer




                       SIGNATURE PAGE TO YOUCENTRIC, INC.
                AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
<PAGE>   39

                                       Mailing Address:

                                          Technology Crossover Ventures
                                          56 Main Street, Suite 210
                                          Millburn, NJ  07041
                                          Attention:  Robert C. Bensky
                                          Phone:    (973) 467-5320
                                          Fax:  (973) 467-5323

                                       with a copy to:

                                          Technology Crossover Ventures
                                          575 High Street, Suite 400
                                          Palo Alto, CA  94301
                                          Attention:  C. Toms Newby III
                                          Phone:    (650) 614-8207
                                          Fax:  (650) 614-8222




                       SIGNATURE PAGE TO YOUCENTRIC, INC.
                AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
<PAGE>   40

                                       SERIES B INVESTORS:

                                       DAIN RAUSCHER WESSELS INVESTORS, L.L.C.
                                       By:  Dain Rauscher Incorporated
                                       Its: Managing Member

                                       By:  /s/ MARY ZIMMER
                                            ---------------------------
                                       Its: Director, DRW Finance & Adm
                                            Dain Rauscher Wessels, a division of
                                            Dain
                                            Rauscher Incorporated

                                       Mailing Address:

                                            Dain Rauscher Wessels Investors
                                            Attn: Mary Zimmer
                                            60 South Sixth Street
                                            Minneapolis, MN  55402


                       SIGNATURE PAGE TO YOUCENTRIC, INC.
                AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
<PAGE>   41


                                       SERIES B INVESTORS:

                                       _______________________________

                                       By: /s/ ARNOLD S. HOFFMAN
                                           ---------------------------
                                       Name:   Arnold S. Hoffman
                                       Title:     General Partner

                                       Mailing Address:

                                           Palm Partners VI
                                           1464 Hunter Road
                                           Rydal, Pennsylvania 19046



                       SIGNATURE PAGE TO YOUCENTRIC, INC.
                AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
<PAGE>   42

                                       SERIES B INVESTORS:

                                       BEA SYSTEMS, INC.

                                       By: /s/ STEVE L. BROWN
                                           ---------------------------
                                       Name:   Steve L. Brown
                                       Title:     Sr. VP

                                       Mailing Address:

                                          2315 North First Street
                                          San Jose, CA 95131
                                          Attention:  Treasurer

                                          Phone:    (408) 570-8088
                                          Fax:      (408) 570-8918


                       SIGNATURE PAGE TO YOUCENTRIC, INC.
                AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
<PAGE>   43

                                       SERIES B INVESTORS

                                       By: /s/ PATRICK L. HERMSEN
                                           ---------------------------
                                       Name:   Patrick L. Hermsen

                                       Mailing Address:

                                          Patrick L. Hermsen
                                          4944 Parkway Plaza, Suite 110
                                          Charlotte, NC 28217


                       SIGNATURE PAGE TO YOUCENTRIC, INC.
                AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
<PAGE>   44

                                       SERIES B INVESTORS:

                                       /s/ ROBERT F. LOVETT III
                                       ---------------------------
                                       Name:   Robert F. Lovett III

                                       Mailing Address:

                                          1324 Biltmore Drive
                                          Charlotte, NC 28207


                       SIGNATURE PAGE TO YOUCENTRIC, INC.
                AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
<PAGE>   45

                                       SERIES B INVESTORS:

                                       /s/ AMY S. LOVETT
                                       ---------------------------
                                       Name:   Amy S. Lovett

                                       Mailing Address:

                                          1324 Biltmore Drive
                                          Charlotte, NC 28207


                       SIGNATURE PAGE TO YOUCENTRIC, INC.
                AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
<PAGE>   46

                                       SERIES B INVESTORS:

                                       /s/ E. LYNWOOD MALLARD
                                       ---------------------------
                                       Name:   E. Lynwood Mallard

                                       Mailing Address:

                                          1919 Kensal Ct.
                                          Charlotte, NC 28211


                       SIGNATURE PAGE TO YOUCENTRIC, INC.
                AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
<PAGE>   47

                                       SERIES B INVESTORS:

                                       /s/ ELIZABETH G. WREN
                                       ---------------------------
                                       Name:   Elizabeth G. Wren

                                       Mailing Address:

                                          3644 Brentwood Drive
                                          Gastonia, NC 28056


                       SIGNATURE PAGE TO YOUCENTRIC, INC.
                AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
<PAGE>   48

                                       SERIES B INVESTORS:

                                       /s/ DAVID B. WHELPLEY JR.
                                       Name:   David B. Whelpley Jr.

                                       Mailing Address:

                                          3910 Charmal Place
                                          Charlotte, NC 28226


                       SIGNATURE PAGE TO YOUCENTRIC, INC.
                AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
<PAGE>   49

                                       SERIES B INVESTORS:

                                       /s/ W. CHRISTOPHER MATTON
                                       ---------------------------
                                       Name: W. Christopher Matton

                                       Mailing Address:

                                          111 N. Bloodworth St.
                                          Raleigh, NC 27601


                       SIGNATURE PAGE TO YOUCENTRIC, INC.
                AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
<PAGE>   50

                                       SERIES B INVESTORS:

                                       /s/ SCOTT BRIAN TOWNSEND
                                       ---------------------------
                                       Name: Scott Brian Townsend

                                       Mailing Address:

                                          3915 Potomac Court
                                          Charlotte, NC 28211


                       SIGNATURE PAGE TO YOUCENTRIC, INC.
                AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
<PAGE>   51

                                       HAAS FINANCIAL ADVISORS, INC.

                                       By: /s/ JAN S. HAAS
                                           ---------------------------
                                           Name: Jan S. Haas
                                           Title:    President

                                       Mailing Address:

                                           Haas Financial Advisors, Inc.
                                           14A Chestnut Street
                                           Boston, MA 02108 Phone:


                       SIGNATURE PAGE TO YOUCENTRIC, INC.
                AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
<PAGE>   52

                                       FLEETBOSTON ROBERTSON STEPHENS INC.

                                       By: /s/ CLARK CALLANDER
                                           ---------------------------
                                           Name: Clark Callander
                                           Title:    Managing Director

                                       Mailing Address:

                                           FleetBoston Robertson Stephens Inc.
                                           555 California St., #2600
                                           San Francisco, CA  94104


                       SIGNATURE PAGE TO YOUCENTRIC, INC.
                AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
<PAGE>   53

                                       SERIES B INVESTORS:

                                       ELOYALTY CORPORATION

                                       By: /s/ TIMOTHY J. CUNNINGHAM
                                           ---------------------------
                                       Name:   Timothy J. Cunningham
                                       Title:     SVP, CFO & CORP

                                       Mailing Address:

                                          ELoyalty Corporation
                                          150 Field Drive
                                          Suite 250
                                          Lake Forest, IL 60045


                       SIGNATURE PAGE TO YOUCENTRIC, INC.
                AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
<PAGE>   54

                                       SERIES B INVESTORS:

                                       RAINMAKER SYSTEMS, INC.

                                       By: /s/ MICHAEL SILTON
                                       ---------------------------
                                       Name:   Michael Silton
                                       Title:     CEO

                                       Mailing Address:

                                          Rainmaker Systems, Inc.
                                          1800 Green Hills Road
                                          Scotts Valley, CA  95066


                       SIGNATURE PAGE TO YOUCENTRIC, INC.
                AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
<PAGE>   55

                                       SERIES B INVESTORS:

                                       HAAS FINANCIAL ADVISORS, INC.

                                       By: /s/ JAN S. HAAS
                                       ---------------------------
                                       Name:   Jan S. Haas
                                       Title:     President

                                       Mailing Address:

                                          Haas Financial Advisors, Inc.
                                          14A Chestnut Street
                                          Boston, MA 02108
                                          Phone: 617/367-9850


                       SIGNATURE PAGE TO YOUCENTRIC, INC.
                AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
<PAGE>   56

                                       SERIES B INVESTORS:

                                       /s/ STEVEN H. GASSAWAY
                                       ---------------------------
                                       Name:   Steven H. Gassaway

                                       Mailing Address:

                                          10622 Tyne Court
                                          Charlotte, NC 28210


                       SIGNATURE PAGE TO YOUCENTRIC, INC.
                AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
<PAGE>   57

                                  SCHEDULE A

                          LIST OF SERIES A INVESTORS


TCV III (GP)
TCV III, L.P.
TCV III (Q), L.P.
TCV III Strategic Partners, L.P.

<PAGE>   58

                   SCHEDULE B TO INVESTORS RIGHTS AGREEMENT
                              SERIES B INVESTORS

<TABLE>
<CAPTION>
                                             STATE OF
          NAME                               RESIDENCE
          ----                               ---------
<S>                                          <C>
Robertson Co-Investment Fund LLC ........       CA
Bayview 2000, L.P. ......................       CA
Greyhound Crossover Fund L.P. ...........       FL
William J. Bell 1993 Trust ..............       CA

Robertson Deal Team:
  Clark Callander .......................       CA
  Dale R. Haithcock .....................       CA
  Joseph Piazza .........................       CA
  Sam Reshwan ...........................       CA
  Marshall Senk .........................       CA
  Michael J. Rosso ......................       CA
  Greg Rickman ..........................       CA
  Jeff Becker ...........................       CA

First Union Investors, Inc. .............       NC

Seligman Communications and Information
Fund, Inc. ..............................       NY
Seligman New Technologies Fund, Inc. ....       NY
Seligman Investment Opportunities (Master)
Fund - NTV Portfolio ....................       NY

TCV III (GP) ............................       CA
TCV III, L.P. ...........................       CA
TCV III (Q), L.P. .......................       CA
TCV III Strategic Partners, L.P. ........       CA

Dain Rauscher Wessels Investors L.L.C ...       MN

PALM Partners VI ........................       PA

BEA Systems, Inc. .......................       CA

YOUcentric Friends and Family:
  Patrick L. Hermsen ....................       NC
  Robert Lovett III .....................       NC
  Amy S. Lovett .........................       NC
  E. Lynwood Mallard ....................       NC
  Elizabeth G. Wren .....................       NC
  David B. Whelpley, Jr .................       NC
  W. Christopher Matton .................       NC
  Scott B. Townsend .....................       NC

eLoyalty Corporation ....................       IL

Rainmaker Systems, Inc. .................       CA

Haas Financial Advisors, Inc. ...........       MA

Steven H. Gassaway ......................       NC
</TABLE>

<PAGE>   59

                                  SCHEDULE C

                               LIST OF FOUNDERS

Tom Fedell
Karl Johnson
Robert Kear
Mark Logan
Wells Tiedeman

<PAGE>   60

                                  SCHEDULE D

                               YOUCENTRIC, INC.
                         a North Carolina corporation

                        CERTIFICATE OF REPRESENTATIONS

                   REGARDING QUALIFIED SMALL BUSINESS STOCK


            THIS CERTIFICATE OF REPRESENTATIONS REGARDING QUALIFIED SMALL
BUSINESS STOCK (this "Certificate") is executed as of ___________, _____ by
YOUcentric, Inc., a North Carolina corporation (the "Company"), for the benefit
of [REQUESTING HOLDER OR HOLDERS], ("Shareholder"). As used herein, the term
"Stock" means those shares of Company stock issued by the Company to Shareholder
as described more fully on Schedule A hereto.

REPRESENTATIONS

            Subject to the limitations and qualifications set forth below, the
Company hereby represents as follows:

1.       The Company has conducted a reasonable investigation into the question
         of whether the Stock is "qualified small business stock" ("QSBS")
         within the meaning of Section 1202(c) of the Internal Revenue Code of
         1986, as amended (the "Code");

2.       As of the date first above written, and assuming that Shareholder has
         not sold, distributed, or otherwise transferred the Stock, all of the
         Stock is QSBS.

QUALIFICATIONS AND LIMITATIONS

            1. Qualification of the Stock as QSBS is based, in part, on the
value of the Company stock or other assets at certain relevant times. For
purposes of the representations made in this Certificate, the Company has made a
good faith determination of such values, taking into account all material facts
and circumstances, but cannot guarantee that the Internal Revenue Service will
not successfully assert that such determination is incorrect.

            2. Qualification of the Stock as QSBS is based, in part, on whether
the Company has been engaged in the active conduct of one or more qualified
trades or businesses. The term "qualified trade or business" set forth in
Section 1202(e)(3) of the Code is not clearly defined in all respects. For
purposes of the representations made in this Certificate, the Company has made a
good faith effort to apply the definition of qualified trade or business set
forth in Section 1202(e)(3) of the Code, but cannot guarantee that the Internal
Revenue Service will not successfully assert a contrary definition.

<PAGE>   61

            3. Qualification of the Stock as QSBS is based, in part, on whether
at least eighty percent (by value) of the Company's assets have been used in the
active conduct of one or more qualified trades or businesses. For this purpose,
assets held as "working capital" of a qualified trade or business within the
meaning of Section 1202(e)(6) of the Code are treated as used in the active
conduct of such trade or business. The term "working capital" set forth in
Section 1202(e)(6) of the Code is not clearly defined in all respects. For
purposes of the representations made in this Certificate, the Company has made a
good faith effort to apply the definition of working capital set forth in
Section 1202(e)(6) of the Code, but cannot guarantee that the Internal Revenue
Service will not successfully assert a contrary definition.

            4. Qualification of the Stock as QSBS is based, in part, on whether
the Company purchased any of its stock from a person related to Shareholder
during a relevant testing period. For purposes of the representations made in
this Certificate, the Company has made a good faith determination that such
purchases did not occur, but cannot guarantee that the Internal Revenue Service
will not successfully assert that such determination is incorrect.

            IN WITNESS WHEREOF, the Company has executed this Certificate as of
the first date above written.


                                          BY: ________________________________

                                          TITLE: _____________________________