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                                                                    EXHIBIT 10.2

                            FORT POINT PARTNERS INC.

                AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT


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

                                 April 26, 2000


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                                TABLE OF CONTENTS

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1.  Registration Rights........................................................1
         1.1  Definitions......................................................1
         1.2  Request for Registration.........................................2
         1.3  Company Registration.............................................5
         1.4  Form S-3 Registration............................................6
         1.5  Obligations of the Company.......................................7
         1.6  Information from Holder..........................................9
         1.7  Expenses of Registration.........................................9
         1.8  Delay of Registration...........................................10
         1.9  Indemnification.................................................10
         1.10  Reports Under the 1934 Act.....................................12
         1.11  Assignment of Registration Rights..............................13
         1.12  "Market Stand-Off"Agreement....................................13
         1.13  Termination of Registration Rights.............................14

2.  Covenants of the Company..................................................14
         2.1  Delivery of Financial Statements................................14
         2.2  Inspection......................................................14
         2.3  Board Observer..................................................15
         2.4  Termination of Information Inspection and
              Board Observer Covenants........................................15
         2.5  Right of First Offer............................................15

3.  Miscellaneous.............................................................17
         3.1  Successors and Assigns..........................................17
         3.2  Governing Law...................................................17
         3.3  Counterparts....................................................17
         3.4  Titles and Subtitles............................................17
         3.5  Notices.........................................................17
         3.6  Expenses........................................................17
         3.7  Amendments and Waivers..........................................17
         3.8  Severability....................................................18
         3.9  Aggregation of Stock............................................18
         3.10  Entire Agreement...............................................18
         3.11  Termination of Prior Agreement.................................18
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                AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT



                  THIS AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT (this
"Agreement") is made as of the 26th day of April, 2000, by and between Fort
Point Partners Inc., a California corporation (the "Company"), certain holders
of Preferred Stock of the Company, (the "Investors" or, individually, an
"Investor").

                                    RECITALS

                  WHEREAS, the Company and certain of the Investors are parties
to that certain Amended and Restated Investors' Rights Agreement, dated June 8,
1999 (the "Prior Agreement");

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

                  WHEREAS, in order to induce the Company to enter into the
Series E Agreement and to induce the Series E Investor to invest funds in the
Company pursuant to the Series E Agreement, the Investors and the Company hereby
agree that this Agreement shall govern the rights of the Investors regarding
certain 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 Agreement:

                         (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 1.10 hereof; provided, however, that James Roche and
Matthew Roche (the "Common Holders") shall not be deemed to be Holders for
purposes of Sections 1.2, 1.4 and 3.7.

                         (d) The term "Initial Offering" means the Company's
first firm commitment underwritten public offering of its Common Stock under the
Act.

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


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                         (f) 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.

                         (g) The term "Registrable Securities" means (i) the
Common Stock of the Company issuable or issued upon conversion of the Series A
Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock, the
Series D Preferred Stock and the Series E Preferred Stock of the Company, (ii)
the 4,160,000 shares of Common Stock held by the Common Holders; provided,
however, that such shares of Common Stock shall not be deemed Registrable
Securities for the purposes of Sections 1.2, 1.4 and 3.7, and (iii) any Common
Stock of the Company issued (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) and (ii) 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.

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

                         (i) The term "SEC" shall mean the Securities and
Exchange Commission or any successor entity.

                     1.2 Request for Registration.

                         (a) (i) Subject to the conditions of this Section 1.2,
if the Company shall receive at any time after the earlier of (i) August 12,
2001 or (ii) six (6) months after the effective date of the Initial Offering, a
written request from the Holders of sixty percent (60%) 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
$10,000,000, then the Company shall, within twenty (20) days after 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
practicable, the registration under the Act of all Registrable Securities that
the Holders request to 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).

                             (ii) 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)(i). 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


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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.

                         (b) (i) Subject to the conditions of this Section 1.2,
if the Company shall receive at any time after the earlier of (i) August 12,
2001 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 Series D
Preferred Stock (including the Registrable Securities underlying the Series D
Preferred Stock) (the "Series D Initiating Holders") or from the Holders of
fifty percent (50%) or more of the Series E Preferred Stock (including the
Registrable Securities underlying the Series E Preferred Stock) (the "Series E
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 $10,000,000, 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 practicable, the registration under the Act of all
Registrable Securities that the Holders request to 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(b).

                               (ii) If the Series D Initiating Holders or Series
E  Initiating Holders, as appropriate,  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(b)(i). 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 Series D Initiating Holders or Series E Initiating
Holders, as appropriate, 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
Series D Initiating Holders or Series E Initiating Holders, as appropriate,
(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 (A) first, to the Series D
Initiating Holders or Series E Initiating Holders, as appropriate, and, if all
of the Registrable Securities of the Series D Initiating Holders or Series E
Initiating Holders,


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as appropriate, may be included, (B) second, to the other Holders of such
Registrable Securities on a pro rata basis based on the number of Registrable
Securities held by all such 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) in the case of a request for registration
under Section 1.2(a), after the Company has effected three (3) registrations
pursuant to such Section, and such registrations have been declared or ordered
effective and, if the method of disposition is a firm commitment underwritten
public offering, all shares requested to be sold thereunder shall have been sold
pursuant thereto, or, if such method of disposition includes the resale of
shares from time to time at prevailing market prices, such registration
statement has remained effective and available for resale at least one hundred
twenty (120) days; or

                             (iii) in the case of a request for registration
under Section 1.2(b) by the Series D Initiating Holders, after the Company has
effected three (3) registrations pursuant to such Section, and such
registrations have been declared or ordered effective and, if the method of
disposition is a firm commitment underwritten public offering, all shares
requested to be sold thereunder shall have been sold pursuant thereto, or, if
such method of disposition includes the resale of shares from time to time at
prevailing market prices, such registration statement has remained effective and
available for resale at least one hundred twenty (120) days; or

                             (iv) in the case of a request for registration
under Section 1.2(b) by the Series E Initiating Holders, after the Company has
effected two (2) registrations pursuant to such Section, and such registrations
have been declared or ordered effective and, if the method of disposition is a
firm commitment underwritten public offering, all shares requested to be sold
thereunder shall have been sold pursuant thereto, or, if such method of
disposition includes the resale of shares from time to time at prevailing market
prices, such registration statement has remained effective and available for
resale at least one hundred twenty (120) days; or

                             (v) 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 ninety (90) 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


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

                             (vii) 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 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, 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, the Series D
Initiating Holders or Series E 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 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 within twenty (20) days after mailing of such
notice by the Company in accordance with Section 3.5, the Company shall, subject
to the provisions of Section 1.3(c), use its best 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
it (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 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,


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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 entitled to be included therein owned 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
holders of the Series A Preferred Stock, Series B Preferred Stock, Series C
Preferred Stock, Series D Preferred Stock and Series E Preferred Stock
(including the Registrable Securities Underlying the Series A Preferred
Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred
Stock and Series E Preferred Stock) included in the offering be reduced below
twenty percent (20%) 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 such 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, any shares being sold by a
shareholder exercising a demand registration right similar to that granted in
Section 1.2 be excluded from such offering. For purposes of the preceding
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 the Holders of at least thirty percent (30%) of the Registrable
Securities, thirty percent (30%) of the Series D Preferred Stock (including the
Registrable Securities underlying the Series D Preferred Stock) or thirty
percent (30%) of the Series E Preferred Stock (including the Registrable
Securities underlying the Series E Preferred Stock), as the case may be, 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 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 available for such offering
by the Holders;


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                             (ii) if the Holders, together with the holders of
any other securities of the Company entitled to inclusion in such registration,
propose to sell Registrable Securities and such other securities (if any) at an
aggregate price to the public (net of any underwriters' discounts or
commissions) of less than $2,500,000;

                             (iii) 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, 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 (12) month period;

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

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

                         (c) Subject to the foregoing, the Company shall file a
registration statement covering the Registrable Securities and other securities
so requested to be registered as soon as practicable after receipt of the
request or requests of the Holders. Registrations effected pursuant to this
Section 1.4 shall not be counted as requests for registration effected pursuant
to Section 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 use its best efforts to effect the registration and the sale of
such Registrable Securities in accordance with the intended method of
disposition thereof, and pursuant thereto the Company will as expeditiously as
possible:

                         (a) prepare and within sixty (60) days (or forty-five
(45) days with respect to any registration on Form S-3) after the end of the
period within which requests for registration may be given to the Company 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 (i) up to one hundred eighty (180) days or, if such registration
statement relates to an underwritten offering, such longer period as in the
opinion of counsel for the underwriters a prospectus is required by law to be
delivered in connection with sales of Registrable Securities by an underwriter
or dealer or (ii) if earlier, until the distribution contemplated in the
Registration Statement has been completed in accordance with the intended
methods of disposition by the seller or sellers thereof set forth in such
Registration Statement (but in any event not before the expiration of any longer
period required under the Securities Act) (provided that before filing a
registration statement or


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prospectus or any amendments or supplements thereto, the Company will furnish to
the counsel selected by the Holders of a majority of the Registrable Securities
initiating or participating in such registration statement copies of all such
documents proposed to be filed, which documents will be subject to review of
such counsel);

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

                         (c) furnish to the Holders such numbers of copies of a
prospectus, including a preliminary prospectus, each amendment and supplement to
the 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;

                         (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 and do any and all other acts and things which may be reasonably
necessary or advisable to enable such Holders to consummate the disposition in
such jurisdictions of the Registrable Securities owned by such Holders, provided
that the Company shall not be required in connection therewith or as a condition
thereto to qualify to do business or to file a general consent to service of
process in any such states or jurisdictions;

                         (e) in the event of any underwritten public offering,
enter into and perform its obligations under an underwriting agreement, in usual
and customary form, with the managing underwriter of such offering, and take all
such other actions as the Holders of a majority of the Registrable Securities
being sold or the underwriters, if any, reasonably request in order to expedite
or facilitate the disposition of such Registrable Securities (including, without
limitation, effecting a stock split or a combination of shares);

                         (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) use its best efforts to 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, and,
if not so listed, to be listed on the NASD automated quotation system;

                         (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;


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                         (i) make available for inspection by any seller of
Registrable Securities, any underwriter participating in any disposition
pursuant to such registration statement and any attorney, accountant or other
agent retained by any such seller or underwriter, all financial and other
records, pertinent corporate documents and properties of the Company, and cause
the Company's officers, directors, employees and independent accountants to
supply all information reasonably requested by any such seller, underwriter,
attorney, accountant or agent in connection with such registration statement;

                         (j) otherwise use its best efforts to comply with all
applicable rules and regulations of the SEC, and make available to its security
holders, as soon as reasonably practicable, an earnings statement covering the
period of at least twelve (12) months beginning with the first day of the
Company's first full calendar quarter after the effective date of the
registration statement, which earnings statement shall satisfy the provisions of
Section 11(a) of the Securities Act and Rule 158 thereunder;

                         (k) in the event of the issuance of any stop order
suspending the effectiveness of a registration statement, or of any order
suspending or preventing the use of any related prospectus or suspending the
qualification of any securities included in such registration statement for sale
in any jurisdiction, the Company will use its reasonable best efforts promptly
to obtain the withdrawal of such order;

                         (l) use its best efforts to obtain one or more comfort
letters, dated the effective date of such registration statement (and, if such
registration includes a public offering, dated the date of the closing under the
underwriting agreement), signed by the Company's independent public accountants
in customary form and covering such matters of the type customarily covered by
comfort letters as the Holders of a majority of the Registrable Securities being
sold reasonably request; and

                         (m) use its best efforts to provide a legal opinion of
the Company's outside counsel, dated the effective date of such registration
statement (and, if such registration includes a public offering, dated the date
of the closing under the underwriting agreement), with respect to the
registration statement, each amendment and supplement thereto, the prospectus
included therein (including the preliminary prospectus) and such other documents
relating thereto in customary form and covering such matters of the type
customarily covered by legal opinions of such nature.

                     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


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<PAGE>   12
Company shall be borne by the Company. In connection with each request for
registration (i) pursuant to Section 1.2(a)(i) and each "piggyback registration"
pursuant to Section 1.3, the Company will reimburse the Holders covered by such
registration for the reasonable fees and disbursements of one counsel chosen by
the Holders of a majority of the Registrable Securities initiating or
participating in such registration and (ii) pursuant to Section 1.2(b)(i), the
Company will reimburse the Holders covered by such registration for the
reasonable fees and disbursements of one counsel chosen by the Holders of a
majority of the Series D Preferred Stock (including the Registrable Securities
underlying the Series D Preferred Stock) or a majority of the Series E Preferred
Stock (including the Registrable Securities underlying the Series E Preferred
Stock, as appropriate) initiating or participating in such registration.
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), 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
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 or 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, expenses, liabilities (joint or
several) or actions in respect thereof, to which they may become subject under
the Act, the 1934 Act or any state securities laws, insofar as such losses,
claims, damages, expenses, 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


                                       10

<PAGE>   13
such loss, claim, damage, expense, 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, expense, 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, expense, 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 such 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, expenses, liabilities or actions purchased shares in the
offering, if a copy of the prospectus (as then amended or supplemented if the
Company shall have furnished such Holder with a sufficient number of copies of
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, expense, liability or
action, unless copies of such prospectus were not timely delivered to the
Holder.

                         (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, expenses,
liabilities (joint or several) or actions in respect thereof, 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, expenses,
liabilities (or actions in respect thereof) 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, expense, 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, expense, 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


                                       11

<PAGE>   14
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 materially 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, claim, damage, expense, liability or
action 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, claim, damage, expense,
liability or action 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, claim, damage, expense, liability or action, 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 the 1934 Act. 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
ninety (90) days after the effective date of the Initial Offering;


                                       12
<PAGE>   15
                         (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, affiliate, affiliated
fund, parent, partner, limited partner, retired partner, member, retired member
or shareholder of a Holder or (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 300,000 shares of Registrable Securities (subject to appropriate
adjustment for stock splits, stock dividends, combinations and other
recapitalizations), provided: (a) the Company is, within a reasonable time after
such transfer, furnished with written notice of the name and address of such
transferee or assignee and the securities with respect to which such
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 1.12 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 "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 (provided that such period is also
applicable to all directors and officers and five percent (5%) shareholders and
does not exceed one hundred eighty (l80) days) (a) 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 shares of Common
Stock of the Company or any securities convertible into or exercisable or
exchangeable for Common Stock of the Company (whether such shares or any such
securities are then owned by the Holder or are thereafter acquired), 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 Common Stock of
the Company, whether any such transaction described in clause (i) or (ii) above
is to be settled by delivery of Common Stock of the Company or such other
securities, in cash or otherwise. The underwriters in connection with the
Company's Initial Offering are intended third party beneficiaries of this
Section 1.12 and shall have the right, power and authority to enforce the
provisions hereof as though they were a party hereto.


                                       13


<PAGE>   16
                  In order to enforce the foregoing covenant, the Company may
impose stop-transfer instructions with respect to the Registrable Securities of
each Holder (and the shares or securities of every other person subject to the
foregoing restriction) until the end of such period.

                     1.13 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 Investor who holds at least Six hundred twenty-five thousand
shares of Preferred Stock of the Company and who executes a customary
non-disclosure agreement:

                         (a) as soon as practicable, but in any event within
ninety (90) days after the end of each fiscal year of the Company, an income
statement for such fiscal year, a balance sheet of the Company and statement of
shareholder's equity as of the end of such year, and a schedule as to the
sources and applications of funds 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 practicable, but in any event within
forty-five (45) days after the end of each of the first three (3) quarters of
each fiscal year of the Company, an unaudited profit or loss statement, schedule
as to the sources and application of funds for such fiscal quarter and an
unaudited balance sheet as of the end of such fiscal quarter;

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

                         (d) 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 request;
provided, however, that the Company shall not be obligated under this subsection
(d) or any other subsection of Section 2.1 to provide information which it deems
in good faith to be a trade secret or similar confidential information.

                     2.2 Inspection. The Company shall permit each Investor, at
such Investor's expense, to visit and inspect the Company's properties, to
examine its books of


                                       14

<PAGE>   17
account and records and to discuss the Company's affairs, finances and accounts
with its officers, all at such reasonable times as may be requested by the
Investor; provided, however, that the Company shall not be obligated pursuant to
this Section 2.2 to provide access to any information which it reasonably
considers to be a trade secret or similar confidential information.

                     2.3 Board Observer. So long as Meritech Capital Partners,
L.P. and its partners and affiliates ("Meritech") holds at least 500,000 shares
of Series E Preferred Stock of the Company (such number to be proportionately
adjusted for stock splits, stock dividends, and similar events), the Company
will permit a representative of Meritech to attend all meetings of the Company's
Board of Directors (the "Board") and all committees thereof (whether in person,
telephonic or other) in a non-voting, observer capacity and shall provide to
Meritech, concurrently with the members of the Board, and in the same manner,
notice of such meeting and a copy of all materials provided to such members;
provided, however, that Meritech and its representatives shall agree to hold in
confidence and trust all information so provided; and, provided further, that
the Company reserves the right to withhold any information and to exclude such
representative from any meeting or portion thereof if access to such information
or attendance at such meeting (i) would adversely affect the attorney-client
privilege between the Company and its counsel, (ii) would result in disclosure
to such representative of trade secrets, or (iii) if participation at such
meeting would create a conflict of interest between the Company and Meritech or
its representative.

                     2.4 Termination of Information, Inspection and Board
Observer Covenants. The covenants set forth in Section 2.1, Section 2.2 and
Section 2.3 shall terminate as to the Investors and be of no further force or
effect when the sale of securities pursuant to a registration statement filed by
the Company under the Act in connection with the firm commitment underwritten
offering of its securities to the general public is consummated or when the
Company first becomes subject to the periodic reporting requirements of Sections
12(g) or 15(d) of the 1934 Act, whichever event shall first occur.

                     2.5 Right of First Offer. Subject to the terms and
conditions specified in this Section 2.5, the Company hereby grants to each
Major Investor (as hereinafter defined) a right of first offer with respect to
future sales by the Company of its Shares (as hereinafter defined). For purposes
of this Section 2.5, a Major Investor shall mean any Investor who holds at least
325,000 shares of the Preferred Stock of the Company (or the common stock issued
 upon conversion thereof) (as adjusted for stock splits, combination and similar
events). For purposes of this Section 2.5, the term "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 it deems appropriate.

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

                         (a) The Company shall deliver a notice by certified
mail ("Notice") to the Major Investors stating (i) its bona fide intention to
offer such Shares, (ii) the


                                       15

<PAGE>   18
number of such Shares to be offered, and (iii) the price and terms, if any, upon
which it proposes to offer such Shares.

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

                         (c) If all Shares referred to in the Notice are not
elected to be obtained as provided in subsection 2.5(b) hereof, the Company may,
during the thirty (30) day period following the expiration of the periods in
subsection 2.5(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 sell, or 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 Major
Investors in accordance herewith.

                         (d) The right of first offer in this Section 2.5 shall
not be applicable (i) to the issuance or sale of Common Stock of the Company (or
options therefor) to consultants, directors or employees for the primary purpose
of soliciting or retaining their employment, (ii) to or after consummation of a
bona fide, firmly underwritten public offering of shares of common stock
registered under the Act pursuant to a registration statement on Form S-1, (iii)
to the issuance of Common Stock and convertible securities, and options,
warrants and other rights to acquire Common Stock or convertible securities
issued pursuant to the conversion or exercise of convertible or exercisable
securities, the issuance of which was subject to this section or that were
outstanding as of the date hereof, (iv) to the issuance or sale of securities in
connection with a bona fide business acquisition, merger, consolidation, sale of
assets, sale or exchange of stock or strategic relationships or similar
transactions approved by the Board, (v) to the issuance of stock, warrants or
other securities or rights to persons or entities with which the Company has
material business relationships, so long as such issuance is to the seller and
not to any existing shareholder of the Company and is unanimously approved by
the Board of Directors of the Company, or (vi) to the sale and issuance of the
Series E Preferred Stock of the Company.


                                       16

<PAGE>   19
                         (e) The right of first offer set forth in this Section
2.5 may not be assigned or transferred, except that (i) such right is assignable
by each Holder to any affiliated fund of, wholly owned subsidiary or parent of,
or to any corporation or entity that is, within the meaning of the Act,
controlling, controlled by or under common control with, any such Holder, (ii)
such right is assignable between and among any of the Holders, and (iii) such
right is assignable in connection with the transfer of at least 325,000 shares
of Preferred Stock of the Company otherwise in compliance with the terms of this
Agreement.


                  3. Miscellaneous.

                     3.1 Successors and Assigns. Except as otherwise provided
herein, the terms and conditions of this Agreement shall inure to the benefit of
and be binding upon the respective successors and assigns of the parties
(including transferees of any 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.

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

                     3.3 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.

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

                     3.5 Notices. Unless otherwise provided, any notice required
or permitted under this Agreement shall be given in writing and shall be deemed
effectively given if personally delivered to the party to be notified,
telecopied or mailed 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. All notices are effective upon receipt or upon refusal if
properly delivered.

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

                     3.7 Amendments and Waivers. 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, holders of a
majority of the Registrable Securities then outstanding, holders of a


                                       17

<PAGE>   20
majority  of the Series D Preferred Stock and holders of a majority of the
Series E Preferred Stock. Any amendment or waiver effected in accordance with
this paragraph shall be binding upon each holder of any Registrable Securities
then outstanding, each future holder of all such Registrable Securities, and the
Company.

                     3.8 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.

                     3.9 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.

                     3.10 Entire Agreement. This Agreement constitutes the full
and entire understanding and agreement between the parties with regard to the
subjects hereof.

                     3.11 Termination of Prior Agreement. The parties to the
Prior Agreement (all of whom are parties to this Agreement) hereby agree that
the Prior Agreement is hereby terminated and of no further force and effect.


                                       18

<PAGE>   21
                  IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first above written.



                            FORT POINT PARTNERS INC.

                            By: /s/ JAMES T. ROCHE
                                ________________________________________
                                           (signature)

                            Name: ______________________________________

                            Title: _____________________________________

                   Address: ____________________________________________

                            ____________________________________________


                            INVESTORS:



                            SERIES D HOLDERS

                            BAKER COMMUNICATIONS FUND, L.P.,

                            By:    Baker Capital Partners, LLC
                                   Its General Partner

                            By: /s/ EDWARD SCOTT
                                ________________________________________

                            Name: ______________________________________

                           Title: Manager

                           Address:  Baker Communications Fund, L.P.
                                     c/o Baker Capital Partners, LLC
                                     540 Madison Avenue
                                     New York, New York 10022
                                     Facsimile:  (202) 486-0660
                                     Attention:  Edward Scott

                                SIGNATURE PAGE TO
                AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT


<PAGE>   22



                                 ACCEL VII L.P.



                                 By: Accel VII Associates L.L.C.
                                 It's General Partner



                                 By: SIGNATURE ILLEGIBLE
                                     _________________________________
                                       Managing Member



                                ACCEL INTERNET FUND III L.P.
                                By: Accel Internet Fund III Associates L.L.C.
                                It's General Partner



                                By: SIGNATURE ILLEGIBLE
                                    _________________________________
                                       Managing Member



                                ACCEL INVESTORS '99 L.P.



                                By: SIGNATURE ILLEGIBLE
                                    _________________________________
                                      General Partner





                                SERIES E HOLDERS



                         MERITECH CAPITAL PARTNERS L.P.

                         By:      Meritech Capital Associates L.L.C.
                                  its General Partner

                         By:      Meritech Management Associates L.L.C.
                                  a managing member

                         By:      ______________________________________
                                  Paul S. Madera, a managing member


                               SIGNATURE PAGE TO
                AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT


<PAGE>   23
                         MERITECH CAPITAL AFFILIATES L.P.

                         By:      Meritech Capital Associates L.L.C.
                                  its General Partner

                         By:      Meritech Management Associates L.L.C.
                                  a managing member

                         By:      /s/PAUL S. MADERA
                                  _______________________________________
                                  Paul S. Madera, a managing member

                                  Address:  90 Middlefield Road, Suite 201
                                            Menlo Park, CA  94025



                               SIGNATURE PAGE TO
                AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
<PAGE>   24
                         CREDIT SUISSE FIRST BOSTON VENTURE FUND I, L.P.
                         By:      QBB Management I, L.L.C., its General Partner
                         By: /s/ BILL BRADY
                             __________________________________
                         Name:
                         Title:  Member


                         2400 Hanover Street
                         Palo Alto, CA  94304
                         Facsimile No.: (650) 614-5083
                         Attention: Frank Quattrone


                         CREDIT SUISSE FIRST BOSTON
                         TECHNOLOGY GROUP FUND II, L.P.
                         By:      Merchant Capital, Inc., its General Partner




                         By: /s/ FRANK QUATTRONE
                             ___________________________________
                         Name:
                         Title:

                         Facsimile No.: (650) 614-5083
                         2400 Hanover Street
                         Palo Alto, CA  94304
                         Attention: Frank Quattrone


                               SIGNATURE PAGE TO
                AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
<PAGE>   25

                          KARR FAMILY 1982 TRUST


                          By: /s/ HOWARD L. KARR, TRUSTEE
                              ______________________________________
                          Name: Howard L. Karr
                                ____________________________________
                          Title: Trustee
                                 ___________________________________


                          Address: _________________________________
                                   _________________________________


                          ROBERT T. VASAN TRUST DATED 4/10/97

                          By: /s/ ROBERT T. VASAN
                              ______________________________________
                                       (signature)

                          Name: Robert T. Vasan
                                ____________________________________
                          Title: Trustee
                                ____________________________________

                          Address: 2800 Sand Hill Road, Suite 250
                                   _________________________________
                                   Menlo Park, CA 94025
                                   _________________________________


                               SIGNATURE PAGE TO
                AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT



<PAGE>   26
                          ELLIS PARTNERS LLC

                          By: /s/ JAMES F. ELLIS
                              _______________________________________
                                           (signature)

                          Name: James F. Ellis
                                ______________________________________

                          Title: Vice President
                                 _____________________________________


                    Address: 433 California Street, Suite 610
                             San Francisco, CA 94104


                           WHITEWATER CAPITAL 15, LLC

                           By:      CFSC Capital Corp. LXIV, its sole member

                           By: TIMOTHY S. CLARK
                               ________________________________________
                                              (signature)

                           Name: Timothy S. Clark
                                 ______________________________________

                           Title: Vice President
                                  _____________________________________

                     Address: ATTN: THOMAS G. HUETTNER
                               ________________________________________

                              12700 Whitewater Drive
                              _________________________________________

                              Minnetonka, MN 55343
                              _________________________________________


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                AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT


<PAGE>   27
                           ACCEL VII L.P.



                           By: Accel VII Associates L.L.C.
                           Its General Partner



                           By: SIGNATURE ILLEGIBLE
                               ________________________________________
                           Name: ______________________________________
                           Title: Managing Member



                           ACCEL INTERNET FUND III L.P.
                           By: Accel Internet Fund III Associates L.L.C.
                           Its General Partner



                           By: SIGNATURE ILLEGIBLE
                               ________________________________________
                           Name: ______________________________________

                           Title: Managing Member



                           ACCEL INVESTORS '99 L.P.



                           By: SIGNATURE ILLEGIBLE
                               _________________________________________
                           Name: _______________________________________
                           Title: General Partner

                           Address:  One Palmer Square
                                     Princeton, NY  08542


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                AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT



<PAGE>   28
                           BAKER COMMUNICATIONS FUND, L.P.

                           By:      Baker Capital Partners, LLC
                                    Its General Partner

                           By: /s/ EDWARD SCOTT
                               _____________________________________
                           Name: Edward Scott
                                 ___________________________________
                           Title: General Partner
                                  __________________________________

                           Address: c/o Baker Capital Partners, LLC
                                    540 Madison Avenue
                                    New York, New York  10022
                                    Facsimile: (202) 486-0660
                                    Attention:  Edward Scott


                           DR. ALFONSO CORRALES

                          By:   /s/ ALFONSO CORRALES
                                _____________________________________
                          Name: Alfonso Corrales
                                _____________________________________
                          Title:   __________________________________

                          Address: 30 Oxford Road
                          White Plains, NY 10605


                          MARK CORRALES

                          By: /s/ MARK CORRALES
                              _______________________________________
                          Name: Mark Corrales
                                _____________________________________
                          Title: VP Operations
                                 ____________________________________

                          Address: 1319 Talbot Avenue
                                   Berkeley, CA 94702


                          PEGGY DUNNE

                          By:  /s/ PEGGY DUNNE
                               ______________________________________
                          Name: Peggy Dunne
                                _____________________________________
                          Title:   __________________________________

                          Address: 13 Sleepy Oaks
                                   Houston, TX 77024


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<PAGE>   29

                          GDC PARTNERS 2000 FUND LLC

                          By: /s/ HATEF BEHNIA
                              ____________________________________
                          Name: Hatef Behnia
                                __________________________________
                          Title: Managing Member
                                 _________________________________

                          Address:  c/o Gibson, Dunn & Crutcher LLP
                                    333 South Grand Avenue
                                    Los Angeles, CA  90071


                          RICHARD KASHNOW

                          By: /s/ RICHARD KASHNOW
                              ____________________________________
                          Name: Richard Kashnow
                                __________________________________
                          Title:   _______________________________

                          Address: c/o TYPCO Ventures
                                   300 Constitution Drive
                                   Menlo Park, CA  94025


                          DAN LYKKEN

                          By: /s/ DANIEL LYKKEN
                              ____________________________________
                          Name: Daniel Lykken
                                __________________________________
                          Title:   _______________________________

                          Address: 6948 Torry Street
                                   Arvada, CO


                          D'ARCY & MARILYN ROCHE

                          By: /s/ N. D'ARCY ROCH
                              ____________________________________
                          Name: N. D'Arcy Roche
                                __________________________________
                          By: /s/ MARILYN M. ROCHE
                              ____________________________________
                          Name: Marilyn M. Roche
                                __________________________________

                          Address: 128 Clark Drive
                                   San Mateo, CA 94402


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<PAGE>   30

                          STEPHAN ROCHE

                          By: /s/ STEPHAN C. ROCHE
                              ____________________________________
                          Name: Stephen C. Roche
                                __________________________________
                          Title:   _______________________________

                          Address: 3749 Clay Street
                                   San Francisco, CA 94118


                          SF PARTNERS XIV

                          By: /s/ DAVID SANDERSON
                              ____________________________________
                          Name: David Sanderson
                                __________________________________
                          Title:   _______________________________

                          Address:  One Embarcadero, Suite 3600
                                    San Francisco, CA  94111


                          KARL VON DER HEYDEN

                          By: /s/ KARL VON DER HEYDEN
                              ____________________________________
                          Name: Karl Von Der Heyden
                                __________________________________
                          Title:   _______________________________

                          Address: c/o PepsiCo., Inc.
                                   700 Anderson Hill Road
                                   Purchase, NY  10577


                          PHILLIP YAU

                          By: /s/ PHILLIP YAU
                              ____________________________________
                          Name: Phillip Yau
                                __________________________________
                          Title:   _______________________________

                          Address: 2404 Divisadero Street
                                   San Francisco, CA 94115


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                AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT


<PAGE>   31
                              AT INVESTORS

                              By: /s/ ARTHUR H. BILLER
                                  ________________________________
                                          (signature)

                              Name: Arthur H. Biller
                                    ______________________________
                              Title: Managing Member
                                     _____________________________

                              480 Bel Air Road
                              Los Angeles, CA  90077
                              Facsimile Number: (310) 385-9367
                              Attention:  Art Bilger


                              DR. DUNBAR HOSKINS

                              By: /s/ H. DUNBAR HOSKINS, JR., MD
                                  ________________________________
                                              (signature)

                              Name: H. Dunbar Hoskins, Jr., MD
                                    ______________________________

                             Title:   ____________________________


                             Address: 655 Beach Street
                                      San Francisco, CA 94109


                               SIGNATURE PAGE TO
                AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT


<PAGE>   32
                          J. THURSTON ROACH & CATHERINE B. ROACH

                          By: /s/ J. THURSTON ROACH
                              ________________________________________
                                           (signature)

                              /s/ CATHERINE B. ROACH
                              ________________________________________

                          Name: ______________________________________

                          Title:   ___________________________________


                          Address: 234 Maiden Lane East
                                   Seattle, WA 98112


                               SIGNATURE PAGE TO
                AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT


<PAGE>   33
                          COMMON HOLDERS:

                          JAMES ROCHE



                          By: /s/ JAMES ROCHE
                              ________________________________________
                                             (signature)

                         Address: ____________________________________

                                  ____________________________________


                                  MATTHEW ROCHE



                                  By: /s/ MATTHEW ROCHE
                                      ________________________________
                                                 (signature)

                        Address: _____________________________________

                                 _____________________________________


                               SIGNATURE PAGE TO
                AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT