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                                                                    EXHIBIT 10.9

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                         BILL GROSS' IDEALAB!

                       INVESTOR RIGHTS AGREEMENT

                           JANUARY 28, 2000

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                                TABLE OF CONTENTS
                                                                           PAGE

1.  Certain Definitions........................................................1
2.  Restrictions on Transferability............................................3
3.  Restrictive Legend.........................................................3
4.  Notice of Proposed Transfers...............................................4
5.  Registration...............................................................4
    5.2      Company Registration..............................................4
    5.3      Registration on Form S-3..........................................5
    5.4      Subsequent Registration Rights....................................7
    5.5      Expenses of Registration..........................................7
    5.6      Registration Procedures...........................................7
    5.7      Indemnification...................................................7
    5.8      Information by Holder.............................................9
    5.9      Rule 144 Reporting................................................9
    5.10     Termination of Registration Rights...............................10
6.  Lock-Up Agreement.........................................................10
7.  Transfer of Rights........................................................10
8.  Amendment.................................................................11
9.  Governing Law.............................................................11
10. Entire Agreement..........................................................11
11. Notices, etc..............................................................11
12. Counterparts..............................................................12


EXHIBITS

     A    Schedule of Purchasers


                                      -i-
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                              BILL GROSS' IDEALAB!

                            INVESTOR RIGHTS AGREEMENT

     This Investor Rights Agreement (this "AGREEMENT") is made effective as of
Januray 28, 2000, by and among Bill Gross' idealab!, a California corporation
(the "COMPANY"), and purchasers of the Company's Series D Preferred Stock listed
on EXHIBIT A hereto (the "PURCHASERS").

                                    RECITALS

     A. The Company and the Purchasers are parties to the Series D Preferred
Stock Purchase Agreement dated as of Januray 28, 2000 (the "PURCHASE
AGREEMENT"), whereby the Company will sell, and the Purchasers will buy, Series
D Preferred Stock of the Company.

     B. The obligations of the Company and the Purchasers under the Purchase
Agreement are conditioned, among other things, upon the execution and delivery
of this Agreement by the Company and the Purchasers.

     C. The Company desires to grant to the Purchasers, and the Purchasers
desire to be granted, the rights created herein.

                                    AGREEMENT

     NOW, THEREFORE, in consideration of the mutual promises and covenants
herein, the receipt and sufficiency are hereby acknowledged, the parties hereto
agree as follows:

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

          "COMMISSION" means the Securities and Exchange Commission or any other
federal agency at the time administering the Securities Act.

          "CONVERSION STOCK" means the Company's Common Stock issued or issuable
pursuant to conversion of the Company's Series D Preferred Stock.

          "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended,
or any similar federal rule or statute and the rules and regulations of the
Commission thereunder, all as the same shall be in effect at the time.

          "HOLDER" means (i) any Purchaser holding Registrable Securities and
(ii) any person holding Registrable Securities to whom the rights under this
Agreement have been transferred in accordance with Section 7 hereof.
<PAGE>


          "INITIATING HOLDERS" means any Holder or Holders who, in the
aggregate, hold not less than 50% of the Registrable Securities then
outstanding.

          "PREFERRED STOCK" shall mean the Company's Series D Preferred Stock
issued pursuant to the Purchase Agreement.

          "QUALIFIED INITIAL PUBLIC OFFERING" shall mean the Company's initial
public offering pursuant to an effective registration statement under the
Securities Act covering the offer and sale of the Company's Common Stock to the
public with gross proceeds to the Company of not less than $100,000,000.

          "REGISTRABLE SECURITIES" means (i) the Conversion Stock and (ii) any
Common Stock of the Company issued or issuable in respect of any of the
foregoing upon any stock split, stock dividend, recapitalization, merger or
similar event; PROVIDED, HOWEVER, that securities shall only be treated as
Registrable Securities if and so long as (x) they have not been registered or
sold to or through a broker or dealer or underwriter in a public distribution or
a public securities transaction and (y) the registration rights with respect to
such securities have not terminated pursuant to 5.9.

          The terms "REGISTER," "REGISTERED" and "REGISTRATION" refer to a
registration effected by preparing and filing a registration statement in
compliance with the Securities Act, and the declaration or ordering of the
effectiveness of such registration statement.

          "REGISTRATION EXPENSES" shall mean all expenses, except as otherwise
stated below, incurred by the Company in complying with Sections 5.1 and 5.2
hereof, including without limitation, all registration, qualification and filing
fees, printing expenses, escrow fees, fees and disbursements of counsel for the
Company, blue sky fees and expenses, the expense of any special audits incident
to or required by any such registration (but excluding the compensation of
regular employees of the Company which shall be paid in any event by the
Company). Registration Expenses shall also include the fees and disbursements
for one special counsel to the selling stockholders, not to exceed $15,000 per
registration.

          "RESTRICTED SECURITIES" shall mean the securities of the Company
required to bear the legends set forth in Section 3 hereof.

          "RULE 144" and "RULE 145" shall mean Rules 144 and 145, respectively,
promulgated under the Securities Act, or any similar federal rules thereunder,
all as the same shall be in effect at the time.

          "SECURITIES ACT" shall mean the Securities Act of 1933, as amended, or
any similar federal rule or statute and the rules and regulations of the
Commission thereunder, all as the same shall be in effect at the time.


                                      -2-
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          "SELLING EXPENSES" shall mean all underwriting discounts, selling
commissions and stock transfer taxes applicable to the securities registered by
the Holders and, except as set forth above, all fees and disbursements of
counsel for any Holder.

     2. RESTRICTIONS ON TRANSFERABILITY. The Preferred Stock, the Conversion
Stock and any other securities issued in respect of such stock upon any stock
split, stock dividend, recapitalization, merger or similar event, shall not be
sold, assigned, transferred or pledged except upon the conditions specified in
this Agreement, which conditions are intended to ensure compliance with the
provisions of the Securities Act. Each Holder or transferee will cause any
proposed purchaser, assignee, transferee or pledgee of any such shares held by
the Holder or transferee to agree to take and hold such securities subject to
the restrictions and upon the conditions specified in this Agreement.

     3. RESTRICTIVE LEGEND. Each certificate representing the Preferred Stock,
the Conversion Stock or any other securities issued in respect of such stock
upon any stock split, stock dividend, recapitalization, merger or similar event,
shall (unless otherwise permitted by the provisions of Section 4 below) be
stamped or otherwise imprinted with legends in substantially the following form
(in addition to any legends required by agreement or by applicable state
securities laws):

               THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER
               THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). SUCH
               SECURITIES MAY NOT BE TRANSFERRED UNLESS A REGISTRATION STATEMENT
               UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER OR IN THE OPINION
               OF COUNSEL FOR THE COMPANY, SUCH TRANSFER MAY BE MADE PURSUANT TO
               RULE 144 OR REGISTRATION UNDER THE ACT IS OTHERWISE UNNECESSARY
               IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT.

               THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A
               LOCK-UP PERIOD OF UP TO 180 DAYS FOLLOWING THE EFFECTIVE DATE OF
               A REGISTRATION STATEMENT OF THE COMPANY FILED UNDER THE
               SECURITIES ACT OF 1933, AS AMENDED, AS SET FORTH IN AN AGREEMENT
               BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A
               COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE
               ISSUER. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE
               SHARES.

               Each Holder consents to the Company making a notation on its
records and giving stop transfer instructions to any transfer agent of its
capital stock in order to implement the restrictions on transfer established in
this Agreement.


                                      -3-
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     4. NOTICE OF PROPOSED TRANSFERS. The holder of each certificate
representing Restricted Securities by acceptance thereof agrees to comply in all
respects with the provisions of this Section 4. Without in any way limiting the
immediately preceding sentence, no sale, assignment, transfer or pledge of
Restricted Securities shall be made by any holder thereof to any person unless
such person shall first agree in writing to be bound by the restrictions of this
Agreement. Prior to any proposed sale, assignment, transfer or pledge of any
Restricted Securities, unless there is in effect a registration statement under
the Securities Act covering the proposed transfer, the holder thereof shall give
written notice to the Company of such holder's intention to effect such
transfer, sale, assignment or pledge. Each such notice shall describe the manner
and circumstances of the proposed transfer, sale, assignment or pledge in
sufficient detail, and, if requested by the Company, the holder shall also
provide, at such holder's expense, either (i) a written opinion of legal counsel
who shall be, and whose legal opinion shall be, reasonably satisfactory to the
Company addressed to the Company, to the effect that the proposed transfer of
the Restricted Securities may be effected without registration under the
Securities Act, or (ii) a "no action" letter from the Commission to the effect
that the transfer of such securities without registration will not result in a
recommendation by the staff of the Commission that action be taken with respect
thereto, whereupon the holder of such Restricted Securities shall be entitled to
transfer such Restricted Securities in accordance with the terms of the notice
delivered by the holder to the Company; provided, however, that the Company
shall not request an opinion of counsel or "no action" letter with respect to
(i) a transfer not involving a change in beneficial ownership, (ii) a
transaction involving the distribution without consideration of Restricted
Securities by the holder to its constituent partners or members in proportion to
their ownership interests in the holder, or (iii) a transaction involving the
transfer without consideration of Restricted Securities by an individual holder
during such holder's lifetime by way of gift or on death by will or intestacy.
Each certificate evidencing the Restricted Securities transferred as above
provided shall bear, except if such transfer is made pursuant to Rule 144, the
appropriate restrictive legend set forth in Section 3 above, except that such
certificate shall not bear such restrictive legend if in the opinion of counsel
for such holder and counsel for the Company such legend is not required in order
to establish compliance with any provision of the Securities Act.
Notwithstanding the foregoing, each holder of Restricted Securities agrees that
it will not request that a transfer of the Restricted Securities be made or that
the legend set forth in Section 3 be removed from the certificate representing
the Restricted Securities, solely in reliance on Rule 144(k), if as a result
thereof the Company would be rendered subject to the reporting requirements of
the Exchange Act.

     5. REGISTRATION.

          5.1 COMPANY REGISTRATION.

               (a) NOTICE OF REGISTRATION. Beginning 180 days immediately
following the effective date of, any registration statement pertaining to
securities of the Company, and for the period ending twelve months thereafter,
if the Company shall determine to register any of its equity securities, either
for its own account or the account of a Holder or other holders, other than (i)
a registration relating solely to employee benefit plans, (ii) a registration
relating solely to a Rule 145


                                      -4-
<PAGE>


transaction, or (iii) a registration in which the only equity security being
registered is Common Stock issuable upon conversion of convertible debt
securities which are also being registered, the Company will, for the first two
such registrations occuring in such twelve month period:

                    (i) promptly give to each Holder written notice thereof; and

                    (ii) include in such registration (and any related
qualifications including compliance with Blue Sky laws), and in any underwriting
involved therein, all the Registrable Securities specified in a written request
or requests, made within ten days after the date of such written notice from the
Company, by any Holder.

               (b) UNDERWRITING. If the registration of which the Company gives
notice is for a registered public offering involving an underwriting, the
Company shall so advise the Holders as a part of the written notice given
pursuant to Section 5.1(a)(i). In such event, the right of any Holder to
registration pursuant to Section 5.1 shall be conditioned upon such Holder's
participation in such underwriting and the inclusion of Registrable Securities
in the underwriting shall be limited to the extent provided herein.

          All Holders proposing to distribute their securities through such
underwriting shall (together with the Company and the other Holders distributing
their securities through such underwriting) enter into an underwriting agreement
in customary form with the managing underwriter selected for such underwriting
by the Company. Notwithstanding any other provision of this Section 5.1, if the
managing underwriter determines that marketing factors require a limitation of
the number of shares to be underwritten, the managing underwriter may limit the
Registrable Securities to be included in such registration (i) in the case of
the Company's initial public offering, to zero, and (ii) in the case of any
other offering, to an amount no less than 30% of all shares to be included in
such offering. The Company shall so advise all Holders requesting to be included
in the registration and underwriting, and the number of shares of Registrable
Securities that may be included in the registration and underwriting shall be
allocated among all the Holders requesting to be included in the registration
and underwriting in proportion, as nearly as practicable, to the respective
amounts of Registrable Securities held by them at the time of filing the
registration statement. To facilitate the allocation of shares in accordance
with the above provisions, the Company or the underwriters may round the number
of shares allocated to any Holder to the nearest 100 shares. If any Holder
disapproves of the terms of any such underwriting, such person may elect to
withdraw therefrom by written notice to the Company.

               (c) RIGHT TO TERMINATE REGISTRATION. The Company shall have the
right to terminate or withdraw any registration initiated by it under this
Section 5.1 prior to the effectiveness of such registration whether or not any
Holder has elected to include securities in such registration.

          5.2 REGISTRATION ON FORM S-3.

               (a) REQUEST FOR REGISTRATION. Beginning when the Company first
becomes a registrant entitled to use Form S-3 and for a period ending twenty
four months thereafter, if the


                                      -5-
<PAGE>


Company shall receive from Initiating Holders a written request that the Company
file a registration statement on Form S-3 (or any successor form to Form S-3)
for a public offering of shares of the Registrable Securities the aggregate
price to the public of which, net of underwriting discounts and commissions,
would exceed $50,000,000, and the Company is a registrant entitled to use Form
S-3 to register the Registrable Securities for such an offering, the Company
shall use commercially reasonable efforts to cause such Registrable Securities
to be registered for the offering on such form and to cause such Registrable
Securities to be qualified in such jurisdictions as such Holder or Holders may
reasonably request; provided, however, that the Company shall not be required to
effect more than one registration pursuant to this Section 5.2 in any twelve
month period. If such offer is to be an underwritten offer, the underwriters
must be reasonably acceptable to both the Initiating Holders and the Company.
The Company shall inform the other Holders of the proposed registration and
offer them the opportunity to participate. In the event the registration is
proposed to be part of a firm commitment underwritten public offering, the
substantive provisions of Section 5.1(b) shall be applicable to each such
registration initiated under this Section 5.2.

               (b) EXCEPTIONS. Notwithstanding the foregoing, the Company shall
not be obligated to take any action pursuant to this Section 5.2:

                    (i) Following the filing of, and for 180 days immediately
following the effective date of, any registration statement pertaining to
securities of the Company (other than a registration of securities in a Rule 145
transaction or with respect to an employee benefit plan), provided that the
Company is actively employing in good faith commercially reasonable efforts to
cause such registration statement to become effective;

                    (ii) Within twelve months after the Company has effected
such a registration pursuant to this Section 5.2(a), and such registration has
been declared or ordered effective; or

                    (iii) If the Company shall furnish to the Initiating Holders
a certificate signed by the President of the Company (i) giving notice of its
bona fide intention to effect the filing of a registration statement with the
Commission, or (ii) stating that, in the good faith judgment of the Board of
Directors, it would be seriously detrimental to the Company or its stockholders
for a registration statement to be filed in the near future, then the Company's
obligation to use its commercially reasonable efforts to file a registration
statement shall be deferred one or more times for a period not to exceed 180
days from the receipt of the request to file such registration by such
Initiating Holder or Holders, provided that the Company may not exercise this
deferral right more than once per twelve-month period.


                                      -6-
<PAGE>


          5.3 SUBSEQUENT REGISTRATION RIGHTS.

               (a) Without the consent of any holder of Registrable Securities
hereunder, the Company may grant to any holder of securities of the Company
registration rights inferior to those granted hereunder.

               (b) The Company shall not enter into any agreement granting any
holder or prospective holder of any securities of the Company registration
rights superior to or on a pari passu basis with the rights granted the Holders
hereunder without the written consent of the holders of a majority of the
Registrable Securities. Notwithstanding the foregoing, the Company may, without
obtaining any further consent of the holders of Registrable Securities, amend
this Agreement to the extent necessary to grant rights and obligations on a pari
passu basis with the rights and obligations of the Holders to investors in any
subsequent round of financing with respect to the securities purchased by such
investors in such financing.

          5.4 EXPENSES OF REGISTRATION. All Registration Expenses incurred in
connection with Sections 5.1 and 5.2 shall be borne by the Company. Unless
otherwise stated, all Selling Expenses relating to securities registered on
behalf of the Holders and all other registration expenses shall be borne by the
Holders of such securities pro rata on the basis of the number of shares so
registered or proposed to be so registered.

          5.5 REGISTRATION PROCEDURES. In the case of each registration effected
by the Company pursuant to this Agreement, the Company will keep each Holder
advised in writing as to the initiation of such registration and as to the
completion thereof. The Company will:

               (a) Prepare and file with the Commission a registration statement
and such amendments and supplements as may be necessary and use commercially
reasonable efforts to cause such registration statement to become and remain
effective for at least 90 days or until the distribution described in the
registration statement has been completed, whichever first occurs; and

               (b) Furnish to the Holders participating in such registration and
to the underwriters of the securities being registered such reasonable number of
copies of the registration statement, preliminary prospectus, final prospectus
and such other documents as such underwriters may reasonably request in order to
facilitate the public offering of such securities.

          5.6 INDEMNIFICATION.

               (a) The Company will indemnify each Holder, each of its officers
and directors and partners, and each person controlling such Holder within the
meaning of Section 15 of the Securities Act, with respect to which registration
has been effected pursuant to this Agreement, against all expenses, claims,
losses, damages or liabilities (or actions in respect thereof), including any of
the foregoing incurred in settlement of any litigation, commenced or threatened,
arising out of or based on any untrue statement (or alleged untrue statement) of
a material fact contained in any registration statement, prospectus, offering
circular or other document, or any amendment or


                                      -7-
<PAGE>


supplement thereto, incident to any such registration, or based on any omission
(or alleged omission) to state therein a material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances in which they were made, not misleading, or any violation by the
Company of the Securities Act, the Exchange Act, state securities laws or any
rule or regulation promulgated under such laws applicable to the Company in
connection with any such registration, and the Company will reimburse each such
Holder, each of its officers and directors, and each person controlling such
Holder, for any legal and any other expenses reasonably incurred, as such
expenses are incurred, in connection with investigating, preparing or defending
any such claim, loss, damage, liability or action, provided that the Company
will not be liable in any such case to the extent that any such claim, loss,
damage, liability or expense arises out of or is based on any untrue statement
or omission or alleged untrue statement or omission, made in reliance upon and
in conformity with written information furnished to the Company by an instrument
duly executed by such Holder or controlling person, and stated to be
specifically for use therein; provided, however, that the foregoing indemnity
agreement is subject to the condition that, insofar as it relates to any such
untrue statement, alleged untrue statement, omission or alleged omission made in
a preliminary prospectus on file with the Commission at the time the
registration statement becomes effective or the amended prospectus is filed with
the Commission pursuant to Rule 424(b) (the "FINAL PROSPECTUS"), such indemnity
agreement shall not inure to the benefit of any Holder, if a copy of the Final
Prospectus was not furnished to the person asserting the loss, liability, claim
or damage at or prior to the time such action is required by the Securities Act,
and if the Final Prospectus would have cured the defect giving rise to the loss,
liability, claim or damage.

               (b) Each Holder will, if Registrable Securities held by such
Holder are included in the securities as to which such registration is being
effected, indemnify the Company, each of its directors and officers, other
holders of the Company's securities covered by such registration statement, each
person who controls the Company within the meaning of Section 15 of the
Securities Act, and each other such Holder, each of its officers and directors
and each person controlling such Holder within the meaning of Section 15 of the
Securities Act, against all claims, losses, damages and liabilities (or actions
in respect thereof) arising out of or based on any untrue statement (or alleged
untrue statement) of a material fact contained in any such registration
statement, prospectus, offering circular or other document, or any omission (or
alleged omission) to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, or any violation by
the Holder of the Securities Act, the Exchange Act, state securities laws or any
rule or regulation promulgated under such laws applicable to the Holder, and
will reimburse the Company, such other Holders, such directors, officers,
persons, underwriters or control persons for any legal or any other expenses
reasonably incurred, as such expenses are incurred, in connection with
investigating or defending any such claim, loss, damage, liability or action,
but in the case of the Company or the other Holders or their officers, directors
or controlling persons, only to the extent that such untrue statement (or
alleged untrue statement) or omission (or alleged omission) is made in such
registration statement, prospectus, offering circular or other document in
reliance upon and in conformity with written information furnished to the
Company by such Holder. Notwithstanding the foregoing, the liability of each
Holder under this subsection 5.6(b)


                                      -8-
<PAGE>


shall be limited in an amount equal to the initial public offering price of the
shares sold by such Holder, unless such liability arises out of or is based on
willful misconduct or fraud by such Holder.

               (c) Each party entitled to indemnification under this Section 5.6
(the "INDEMNIFIED PARTY") shall give notice to the party required to provide
indemnification (the "INDEMNIFYING PARTY") promptly after such Indemnified Party
has actual knowledge of any claim as to which indemnity may be sought, and shall
permit the Indemnifying Party to assume the defense of any such claim or any
litigation resulting therefrom, provided that counsel for the Indemnifying
Party, who shall conduct the defense of such claim or litigation, shall be
approved by the Indemnified Party (whose approval shall not unreasonably be
withheld), and the Indemnified Party may participate in such defense at such
party's expense, and provided further that the failure of any Indemnified Party
to give notice as provided herein shall not relieve the Indemnifying Party of
its obligations under this Agreement unless the failure to give such notice is
materially prejudicial to an Indemnifying Party's ability to defend such action
and provided further, that the Indemnifying Party shall not assume the defense
for matters as to which there is a conflict of interest or there are separate
and different defenses. No Indemnifying Party, in the defense of any such claim
or litigation, shall, except with the consent of each Indemnified Party (whose
consent shall not be unreasonably withheld), consent to entry of any judgment or
enter into any settlement which does not include as an unconditional term
thereof the giving by the claimant or plaintiff to such Indemnified Party of a
release from all liability in respect to such claim or litigation.

               (d) 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.

          5.7 INFORMATION BY HOLDER. The Holder or Holders of Registrable
Securities included in any registration shall furnish to the Company such
information regarding such Holder or Holders, the Registrable Securities held by
them and the distribution proposed by such Holder or Holders as the Company may
request in writing and as shall be required in connection with any registration
referred to in this Agreement.

          5.8 RULE 144 REPORTING. With a view to making available the benefits
of certain rules and regulations of the Commission which may at any time permit
the sale of the Restricted Securities to the public without registration, after
such time as a public market exists for the Common Stock of the Company, the
Company agrees to use commercially reasonable efforts to:

               (a) Make and keep public information available, as those terms
are understood and defined in Rule 144 under the Securities Act, at all times
after the effective date that the Company becomes subject to the reporting
requirements of the Securities Act or the Exchange Act;

               (b) File with the Commission in a timely manner all reports and
other documents required of the Company under the Securities Act and the
Exchange Act (at any time after it has become subject to such reporting
requirements); and


                                      -9-
<PAGE>


               (c) So long as a Holder owns any Restricted Securities, to
furnish to the Holder forthwith upon request a written statement by the Company
as to its compliance with the reporting requirements of said Rule 144 (at any
time after 90 days after the effective date of the first registration statement
filed by the Company for an offering of its securities to the general public), a
copy of the most recent annual or quarterly report of the Company, and such
other reports and documents of the Company and other information in the
possession of or reasonably obtainable by the Company as the Holder may
reasonably request in availing itself of any rule or regulation of the
Commission allowing the Holder to sell any such securities without registration.

          5.9 TERMINATION OF REGISTRATION RIGHTS. The rights granted pursuant to
Sections 5.1 and 5.2 of this Agreement shall terminate as to any Holder upon the
earlier of (i) the end of the applicable periods specified in Sections 5.1 and
5.2 and (ii) the date such Holder is able to immediately sell all shares of
Registrable Securities held or entitled to be held upon conversion by such
Holder under Rule 144 during any 90-day period.

     6. LOCK-UP AGREEMENT. Each Holder and transferee hereby agrees that, in
connection with the first two registrations of the offering of any securities of
the Company under the Securities Act for the account of the Company, if so
requested by the Company or any representative of the underwriters (the
"MANAGING UNDERWRITER"), such Holder or transferee shall not sell or otherwise
transfer any securities of the Company during the period specified by the
Company's Board of Directors at the request of the Managing Underwriter (the
"MARKET STANDOFF PERIOD"), with such period not to exceed 180 days following the
effective date of a registration statement of the Company filed under the
Securities Act, provided that such Holder shall in any event be subject to the
same Market Standoff Period as imposed on the officers, directors, and holders
of more than 5% of the voting securities of the Company. The Company may impose
stop-transfer instructions with respect to securities subject to the foregoing
restrictions until the end of such Market Standoff Period. The Company shall use
commercially reasonable efforts to place similar contractual lock-up
restrictions on all capital stock issued now or hereafter to officers,
directors, employees and consultants of the Company and holders of registration
rights with respect to capital stock of the Company.

     7. TRANSFER OF RIGHTS. The rights granted under Section 5 of this Agreement
may be assigned to any transferee or assignee, other than a competitor or
potential competitor of the Company (as determined in good faith by the
Company's Board of Directors) in connection with any transfer or assignment of
Registrable Securities by the Holder, provided that: (i) such transfer is
otherwise effected in accordance with applicable securities laws and the terms
of this Agreement; (ii) such assignee or transferee acquires at least the lesser
of (A) 500,000 shares (as adjusted for stock splits, stock dividends, stock
combinations and the like) of Registrable Securities (including Preferred Stock
convertible into Registrable Securities) or (B) thirty three percent (33%) of
the shares of Registrable Securities (as adjusted for stock splits, stock
dividends, stock combinations and the like) initially acquired by the
transferring Holder (including Preferred Stock convertible into Registrable
Securities), (iii) written notice is promptly given to the Company, and (iv)
such transferee or assignee agrees to be bound by the provisions of this
Agreement. Notwithstanding the foregoing, the rights granted to the Holders
hereunder may be assigned without compliance with


                                      -10-
<PAGE>


item (ii) above to any constituent partner or member of a Holder which is a
partnership or limited liability company, or to an affiliate (as such term is
defined in Rule 405 of the Securities Act) of a Holder which is a corporation,
partnership or limited liability company.

     8. AMENDMENT. Except as otherwise provided herein, additional parties may
be added to this Agreement, any provision of this Agreement may be amended or
the observance thereof may be waived (either generally or in a particular
instance and either retroactively or prospectively), only with the written
consent of the Company and the Holders of a majority of the Registrable
Securities then outstanding. Any amendment or waiver effected in accordance with
Section 5.4 or Section 8, as applicable, shall be binding upon each Purchaser,
Holder of Registrable Securities at the time outstanding, each future holder of
any of such securities, and the Company.

     9. GOVERNING LAW. This Agreement shall be governed in all respects by the
internal laws of the State of California without regard to conflict of laws
provisions.

     10. ENTIRE AGREEMENT. This Agreement constitutes the full and entire
understanding and Agreement among the parties regarding the matters set forth
herein. Except as otherwise expressly provided herein, the provisions hereof
shall inure to the benefit of, and be binding upon the successors, assigns,
heirs, executors and administrators of the parties hereto.

     11. NOTICES, ETC. All notices and other communications required or
permitted hereunder shall be in writing and shall be mailed by registered or
certified mail, postage prepaid, or otherwise delivered by facsimile
transmission, by hand or by messenger, addressed:

          (a) if to a Holder, at such Holder's address as set forth in EXHIBIT
A, or at such other address as such Holder shall have furnished to the Company.

          (b) if to the Company, to:

              _________________
              _________________
              _________________
              Attn:____________
              Fax: ____________

              or at such other address as the Company shall have furnished to
the Holders, with a copy to:

              Wilson Sonsini Goodrich & Rosati
              650 Page Mill Road
              Palo Alto, California  94304-1050
              Attn:  Martin Korman
              Fax:  (650) 493-6811


                                      -11-
<PAGE>


          Each such notice or other communication shall for all purposes of this
Agreement be treated as effective or having been given when delivered if
delivered personally, if sent by facsimile, the first business day after the
date of confirmation that the facsimile has been successfully transmitted to the
facsimile number for the party notified, or, if sent by mail, at the earlier of
its receipt or 72 hours after the same has been deposited in a regularly
maintained receptacle for the deposit of the United States mail, addressed and
mailed as aforesaid.

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


                                      -12-
<PAGE>


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

"COMPANY"                                     "PURCHASERS"

[__________________________]                  [__________________________]



By: ___________________________________       By: ______________________________

Name: _________________________________       Name: ____________________________

Title: ________________________________       Title: ___________________________



                                              [__________________________]


                                              By: ______________________________

                                              Name: ____________________________

                                              Title: ___________________________






       [SIGNATURE PAGE TO AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT]
<PAGE>


                                    EXHIBIT A
                             SCHEDULE OF PURCHASERS
                       (to the Investor Rights Agreement)

                     Name and Address                         Shares
     -----------------------------------------------    -------------------