REGISTRATION RIGHTS AGREEMENT

         REGISTRATION  RIGHTS  AGREEMENT dated this 22nd day of June, 2000 (this
"Agreement"),  between Adatom.com, Inc., a Delaware corporation,  with principal
executive offices located at 920 Hillview Court, Suite 160, Milpitas, California
95305  (the  "Company"),   and  the  other  signatories   hereto  (the  "Initial
Investors").

                               W I T N E S S E T H

         WHEREAS, upon the terms and subject to the conditions of the Securities
Purchase  Agreement  dated  as of a date  even  herewith,  between  the  Initial
Investors and the Company (the "Securities Purchase Agreement"), the Company has
agreed to issue and sell to the Initial  Investors  (i)1,100  shares of Series A
Convertible Preferred Stock, $0.01 par value ("Preferred Stock") which, upon the
terms and  subject to the  conditions  of the  Certificate  of  Designations  of
Rights,  Preferences  and  Privileges and  Restrictions  of Series A Convertible
Preferred Stock (the "Certificate of Designations")  are convertible into shares
of common  stock,  $0.01 par value,  of the  Company  ("Common  Stock") and (ii)
warrants ("Warrants") to purchase 275,000 shares of Common Stock; and

         WHEREAS,  to induce the  Initial  Investors  to execute and deliver the
Securities Purchase Agreement, the Company has agreed to provide with respect to
the Common Stock issued or issuable upon  conversion of the Preferred  Stock and
exercise of the Warrants certain registration rights under the Securities Act;

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
covenants  contained herein, the parties hereto,  intending to be legally bound,
hereby agree as follows:

         1.       DEFINITIONS.

         (a)      As used in this Agreement, the following terms shall have the
meanings:

                  (i) "AFFILIATE" of any specified Person means any other Person
         who directly,  or indirectly through one or more intermediaries,  is in
         control of, is controlled  by, or is under common  control  with,  such
         specified Person. For purposes of this definition,  control of a Person
         means  the  power,  directly  or  indirectly,  to  direct  or cause the
         direction  of the  management  and  policies of such Person  whether by
         contract,   securities,   ownership   or   otherwise;   and  the  terms
         "controlling" and "controlled" have the respective meanings correlative
         to the foregoing.

                  (ii)   "COMMISSION" means the Securities and Exchange Commis-
         sion.

<PAGE>

                  (iii)  "EXCHANGE  ACT" means the  Securities  Exchange  Act of
         1934,  as  amended,  and the rules and  regulations  of the  Commission
         thereunder, or any similar successor statute.

                  (iv)   "INVESTORS"   means  the  Initial   Investors  and  any
         transferee or assignee of  Registrable  Securities who agrees to become
         bound  by all  of  the  terms  and  provisions  of  this  Agreement  in
         accordance with Section 8 hereof.

                  (v)  "MARKET  PRICE"  on any date of  determination  means the
         closing bid price of a share of Common Stock on such day as reported on
         the Nasdaq  Small Cap Market  ("NASDAQ")  or, if such  security  is not
         listed or admitted to trading on the NASDAQ, on the principal  national
         security  exchange or quotation system on which such security is quoted
         or listed  or  admitted  to  trading,  or,  if not  quoted or listed or
         admitted to trading on any  national  securities  exchange or quotation
         system, the closing bid price of such security on the  over-the-counter
         market on the day in question as  reported  by the  National  Quotation
         Bureau Incorporated, or a similar generally accepted reporting service,
         or if not so  available,  in such  manner as  furnished  by any  NASDAQ
         member firm of the National  Association  of Securities  Dealers,  Inc.
         selected from time to time by the Board of Directors of the Company for
         that  purpose,  or a price  determined  in good  faith by the  Board of
         Directors  of the  Company  as being  equal to the  fair  market  value
         thereof, as the case may be.

                  (vi) "PERSON" means any individual, partnership,  corporation,
         limited liability  company,  joint stock company,  association,  trust,
         unincorporated  organization,  or a  government  or agency or political
         subdivision thereof.

                  (vii)  "PROSPECTUS" means the prospectus  (including"  without
         limitation,  any preliminary  prospectus and any final prospectus filed
         pursuant  to Rule  424(b)  under  the  Securities  Act,  including  any
         prospectus  that  discloses  information   previously  omitted  from  a
         prospectus  filed as part of an  effective  registration  statement  in
         reliance  on Rule  430A  under  the  Securities  Act)  included  in the
         Registration  Statement,  as amended or  supplemented by any prospectus
         supplement  with respect to the terms of the offering of any portion of
         the Registrable Securities covered by the Registration Statement and by
         all other amendments and supplements to such prospectus,  including all
         material incorporated by reference in such prospectus and all documents
         filed  after  the date of such  prospectus  by the  Company  under  the
         Exchange Act and incorporated by reference therein.

                  (viii) "REGISTRABLE  SECURITIES" means the Common Stock issued
         or issuable (i) upon  conversion of the  Preferred  Stock or (iii) upon
         exercise of the Warrants;  PROVIDED,  however,  a share of Common Stock
         shall cease to be a Registrable Security for purposes of this Agreement
         when it no longer is a Restricted Security.

                  (ix) "REGISTRATION  STATEMENT" means a registration  statement
         of the Company filed on an  appropriate  form under the  Securities Act
         providing  for the  registration  of, and the sale on a  continuous  or

                                       2

<PAGE>

         delayed  basis by the  holders  of, all of the  Registrable  Securities
         pursuant to Rule 415 under the Securities Act, including the Prospectus
         contained  therein and forming a part thereof,  any  amendments to such
         registration  statement and  supplements  to such  Prospectus,  and all
         exhibits  and  other  material   incorporated   by  reference  in  such
         registration statement and Prospectus.

                  (x)  "RESTRICTED  SECURITY"  means any  share of Common  Stock
         issued or issuable upon  conversion of the Preferred  Stock or exercise
         of the  Warrants,  except any such  share that (i) has been  registered
         pursuant to an effective  registration  statement  under the Securities
         Act and sold in a manner contemplated by the Prospectus included in the
         Registration  Statement,  (ii) has been  transferred in compliance with
         the  resale  provisions  of Rule 144 under the  Securities  Act (or any
         successor  provision thereto) or is transferable  pursuant to paragraph
         (k) of Rule 144 under the  Securities  Act (or any successor  provision
         thereto),  or (iii)  otherwise has been  transferred and a new share of
         Common Stock not subject to transfer  restrictions under the Securities
         Act has been delivered by or on behalf of the Company.

                  (xi)  "SECURITIES  ACT" means the  Securities  Act of 1933, as
         amended, and the rules and,  regulations of the Commission  thereunder,
         or any similar successor statute.

         (b)  All  capitalized  terms  used  and not  defined  herein  have  the
respective meaning assigned to them in the Securities Purchase Agreement.

         2.       REGISTRATION.

         (A) FILING AND  EFFECTIVENESS  OF REGISTRATION  STATEMENT.  The Company
shall  prepare and file with the  Commission by not later than 30 days after the
Closing Date (as defined in the Securities Purchase  Agreement),  a Registration
Statement relating to the offer and sale of the Registrable Securities and shall
use its best  efforts  to cause the  Commission  to  declare  such  Registration
Statement  effective under the Securities Act as promptly as practicable but not
later  than 90 days after the  Closing  Date,  assuming  for  purposes  hereof a
Conversion  Price (as defined in the Certificate of  Designations)  of $1.00 per
share.  The Company shall not include any other  securities in the  Registration
Statement relating to the offer and sale of the Registrable  Securities,  except
shares of Common  Stock  issuable  upon  exercise  of  warrants  held by Richard
Seifert and Victor W. Nee as of the date of this  Agreement.  The Company  shall
notify the Initial Investors by written notice that such Registration  Statement
has been declared  effective by the  Commission  within one business day of such
declaration by the Commission.

         (B) REGISTRATION  DEFAULT.  If the Registration  Statement covering the
Registrable  Securities or the Additional  Registrable Securities (as defined in
Section 2 (d) hereof)  required  to be filed by the Company  pursuant to Section
2(a) or 2(d)  hereof,  as the case may be, is not (i) filed with the  Commission
within  30  days  after  the  Closing  Date or (ii)  declared  effective  by the
Commission  within 90 days after the  Closing  Date  (either  of which,  without
duplication, an "Initial Date"), then the Company shall make the payments to the
Initial Investors as provided in the next sentence as liquidated damages and not
as a penalty. The amount to be paid by the Company to the Initial

                                       3

<PAGE>

Investors  (pro  rated  on a  daily  basis)  shall  be  determined  as  of  each
Computation  Date,  and such  amount  shall be equal to two  percent  (2%)  (the
"Liquidated Damage Rate") of the Purchase Price per share of Preferred Stock (as
defined in the Securities Purchase Agreement) from the Initial Date to the first
Computation  Date and in the event of late  filing,  three  percent  (3%) of the
purchase  price per share of  Preferred  Stock for every  thirty (30) day period
thereafter until the  Registration  Statement has been filed and in the event of
late  effectiveness,  two  percent  (2%) of the  purchase  price  per  share  of
Preferred  Stock  for  every  thirty  (30)  day  period   thereafter  until  the
Registration  Statement  has  been  declared  effective.   The  full  amount  of
liquidated damages shall be paid by the Company to the Initial Investors by wire
transfer of immediately available funds within three days after each Computation
Date. The Company may pay the liquidation damages in additional shares of Common
Stock  based  upon  the  Market  Price  (so  defined  in  the   Certificate   of
Designations), as determined on the date of payment.

         As used in this Section 2 (b),  "Computation Date" means the date which
is 30 days after the Initial Date and, if the Registration Statement required to
be filed by the  Company  pursuant  to  Section  2(a) has not  theretofore  been
declared  effective  by the  Commission,  each date  which is 30 days  after the
previous  Computation  Date until such  Registration  Statement  is so  declared
effective.

         Notwithstanding  the above, if the Registration  Statement covering the
Additional  Registrable  Securities (as defined in Section 2(d) hereof) required
to be filed by the Company  pursuant to Section 2(d)  hereof,  is not filed with
the Commission within 30 days after the average of the Market Prices for any ten
consecutive  Trading Days (as defined in the  Certificate  of  Designations)  is
$1.00 or less,  the  Company  shall be in  default of this  Registration  Rights
Agreement.

         If the  Company  does not remit the  damages to the Holder as set forth
above, the Company will pay the Holder reasonable costs of collection, including
attorneys fees, in addition to the liquidated  damages.  The registration of the
Securities  pursuant to this provision  shall not affect or limit Holder's other
rights or remedies as set forth in this Agreement.

         (C)  ELIGIBILITY  FOR USE OF FORM S-3. The Company  agrees that at such
time as it meets all the requirements for the use of Securities Act Registration
Statement on Form S-3 it shall file all reports and  information  required to be
filed  by it with the  Commission  in a timely  manner  and take all such  other
action so as to maintain such eligibility for the use of such form.

         (D) ADDITIONAL  REGISTRATION STATEMENT. In the event the average of the
Market Prices for any ten consecutive Trading Days is $1.00 or less, the Company
shall,  to the extent  required by the  Securities  Act (because the  additional
shares were not covered by the Registration  Statement filed pursuant to Section
2(a)),  as reasonably  determined by the Initial  Investors,  file an additional
Registration  Statement  with the  Commission  for  such  additional  number  of
Registrable  Securities  as would be issuable  upon  conversion of the Preferred
Stock (the "Additional Registrable Securities"), in addition to those previously
registered,  assuming a Conversion  Price of $0.50 per share. The Company shall,
to the extent  required by the Securities  Act, as reasonably  determined by the
Initial Investors,  prepare and file with

                                       4

<PAGE>

the Commission not later than the 30th day thereafter,  a Registration Statement
relating to the offer and sale of such  Additional  Registrable  Securities  and
shall use its best efforts to cause the Commission to declare such  Registration
Statement  effective under the Securities Act as promptly as practicable but not
later  than  60 days  thereafter.  The  Company  shall  not  include  any  other
securities in the Registration  Statement relating to the offer and sale of such
additional Registrable Securities.

         (E) PIGGY-BACK  REGISTRATIONS.  (i) If the Company proposes to register
any of its  warrants,  Common  Stock or any other  shares of common stock of the
Company under the Securities  Act (other than a registration  (A) on Form S-8 or
S-4 or any successor or similar forms, (B) relating to Common Stock or any other
shares of common stock of the Company  issuable upon exercise of employee  share
options or in  connection  with any  employee  benefit  or  similar  plan of the
Company  or (C) in  connection  with a direct  or  indirect  acquisition  by the
Company of another Person or any transaction  with respect to which Rule 145 (or
any successor  provision) under the Securities Act applies),  whether or not for
sale for its own account,  it will each such time, give prompt written notice at
least 20 days prior to the anticipated filing date of the registration statement
relating to such registration to the Initial  Investors,  which notice shall set
forth such Initial Investors' rights under this Section 2(e) and shall offer the
Initial Investors the opportunity to include in such registration statement such
number of Registrable  Securities as the Initial Investors may request. Upon the
written  request of an  Initial  Investors  made  within ten (10) days after the
receipt of notice from the Company  (which  request  shall specify the number of
Registrable  Securities  intended to be disposed of by such Initial  Investors),
the  Company  will use its best  efforts  to effect the  registration  under the
Securities  Laws of all  Registrable  Securities  that the  Company  has been so
requested  to register  by the Initial  Investors,  to the extent  requisite  to
permit  the  disposition  of the  Registrable  Securities  so to be  registered;
PROVIDED, however, that (A) if such registration involves a public offering, the
Initial  Investors must sell their  Registrable  Securities to the  underwriters
selected as provided in Section 2(f) hereof on the same terms and  conditions as
apply to the Company and (B) if, at any time after giving  written notice of its
intention to register any Registrable  Securities pursuant to this Section 2 and
prior to the effective date of the  registration  statement  filed in connection
with such  registration,  the  Company  shall  determine  for any  reason not to
register such Registrable  Securities,  the Company shall give written notice to
the Initial  Investors  and,  thereupon,  shall be relieved of its obligation to
register any Registrable  Securities in connection with such  registration.  The
Company's  obligations  under this Section 2(e) shall terminate on the date that
the  registration  statement  to be filed in  accordance  with  Section  2(a) is
declared effective by the Commission.

         (ii) If a registration  pursuant to this Section 2(e) involves a public
offering and the managing  underwriter  thereof advises the Company that, in its
view,  the number of shares of Common Stock,  Warrants or other shares of Common
Stock  that the  Company  and the  Initial  Investors  intend to include in such
registration  exceeds the largest  number of shares of Common  Stock or Warrants
(including any other shares of Common Stock or Warrants of the Company) that can
be sold without having an adverse  effect on such public  offering (the "Maximum
Offering Size"), the Company will include in such registration, only that number
of shares of Common Stock or Warrants,  as  applicable,  such that

                                       5

<PAGE>

the number of  Registrable  Securities  registered  does not exceed the  Maximum
Offering Size,  with the difference  between the number of shares in the Maximum
Offering  Size and the  number  of shares  to be  issued  by the  Company  to be
allocated  (after  including  all shares to be issued  and sold by the  Company)
among  the  Company  and the  Initial  Investors  pro  rata on the  basis of the
relative  number  of  Registrable   Securities   offered  for  sale  under  such
registration by each of the Company and the Initial Investors.

         If as a result of the  proration  provisions of this Section 2 (e)(ii),
any Initial Investors is not entitled to include all such Registrable Securities
in such  registration,  such Initial Investors may elect to withdraw its request
to include any  Registrable  Securities  in such  registration.  With respect to
registrations  pursuant to this Section 2(e), the number of securities  required
to satisfy any underwriters,  over-allotment  option shall be allocated pro rata
among the Company and the Initial  Investors on the basis of the relative number
of securities  otherwise to be included by each of them in the registration with
respect to which such over-allotment option relates.

         (F) UNDERWRITTEN  OFFERING.  If the offering pursuant to a Registration
Statement contemplated by Section 2(e) hereof involves an underwritten offering,
the  Investors who hold a  majority-in-interest  of the  Registrable  Securities
subject to such  underwritten  offering shall have the right to select one legal
counsel to represent their interests,  and an investment banker (or bankers) and
manager (or managers) to administer the offering,  subject to the consent of the
Company (which consent shall not be  unreasonably  withheld).  The Investors who
hold the Registrable  Securities to be included in such  underwriting  shall pay
all  underwriting  discounts  and  commissions  of such  investment  banker  (or
bankers) and manager (or managers) so selected in  accordance  with this Section
2(f) with respect to their Registrable Securities.

         3. OBLIGATIONS OF THE COMPANY. In connection with the registration of
the Registrable Securities, the Company shall:

         (a) Promptly (i) prepare and file with the Commission  such  amendments
(including   post-effective   amendments)  to  the  Registration  Statement  and
supplements  to the  Prospectus  as may be  necessary  to keep the  Registration
Statement  continuously  effective and in compliance  with the provisions of the
Securities  Act applicable  thereto so as to permit the Prospectus  forming part
thereof to be current and useable by  Investors  for resales of the  Registrable
Securities  for a period of three years (such  period to be extended by a period
equal  to any  change  in the  Mandatory  Conversion  Date  (as  defined  in the
Certificate of Designations)  from the date on which the Registration  Statement
is first declared  effective by the Commission  (the  "Effective  Time") or such
shorter period that will terminate when all the Registrable  Securities  covered
by the Registration Statement have been sold pursuant thereto in accordance with
the plan of  distribution  provided in the Prospectus,  transferred  pursuant to
Rule 144 under the  Securities  Act or  otherwise  transferred  in a manner that
results in the delivery of new securities  not subject to transfer  restrictions
under the Securities Act (the  "Regis-tration  Period") and (ii) take all lawful
action  such  that  each of (A) the  Registration  Statement  and any  amendment
thereto does not, when it becomes  effective,  contain an untrue  statement of a
material fact or omit to state a material fact required to be stated  therein or
necessary to make the statements therein,  not misleading and (B) the

                                       6

<PAGE>

Prospectus  forming part of the  Registration  Statement,  and any  amendment or
supplement thereto,  does not at any time during the Registration Period include
an untrue statement of a material fact or omit to state a material fact required
to be stated  therein or necessary to make the statements  therein,  in light of
the  circumstances  under which they were made, not misleading.  Notwithstanding
the  foregoing  provisions  of this Section  3(a),  the Company may,  during the
Registration  Period,  suspend  the use of the  Prospectus  for a period  not to
exceed 20 days (whether or not  consecutive) in any 12-month period if the Board
of  Directors  of the Company  determines  in good faith that because of pending
mergers or other business combination  transactions,  the planned acquisition or
divestiture  of assets,  pending  material  corporate  developments  and similar
events,  it is in the best  interests  of the Company to suspend  such use,  and
prior to or contemporaneously with suspending such use, the Company provides the
Investors with written notice of such suspension,  which notice need not specify
the nature of the event giving rise to such  suspension.  At the end of any such
suspension  period,  the Company shall provide the Investors with written notice
of the termination of such suspension;

         (b) During the Registration  Period,  comply with the provisions of the
Securities Act with respect to the Registrable Securities of the Company covered
by the  Registration  Statement  until  such  time  as all of  such  Registrable
Securities  have been  disposed of in  accordance  with the intended  methods of
disposition by the Investors as set forth in the Prospectus  forming part of the
Registration Statement or are no longer Registrable Securities;

         (c)(i)  Prior to the filing  with the  Commission  of any  Registration
Statement (including any amendments thereto) and the distribution or delivery of
any Prospectus (including any supplements thereto), provide draft copies thereof
to the  Investors  and  reflect  in such  documents  all  such  comments  as the
Investors  (and their  counsel)  reasonably  may  propose  with regard to Holder
ownership and the Plan of Distribution included therein and (ii) furnish to each
Investor whose Registrable Securities are included in the Registration Statement
and its legal counsel identified to the Company,  (A) promptly after the same is
prepared and publicly distributed, filed with the Commission, or received by the
Company,  one copy of the  Registration  Statement,  each  Prospectus,  and each
amendment or supplement thereto, and (B) such number of copies of the Prospectus
and all amendments and  supplements  thereto and such other  documents,  as such
Investor may reasonably  request in order to facilitate  the  disposition of the
Registrable Securities owned by such Investor;

         (d)(i)  Register or qualify the Registrable  Securities  covered by the
Registration  Statement  under  such  securities  or  "blue  sky"  laws  of such
jurisdictions  as  the  Investors  who  hold  a   majority-in-interest   of  the
Registrable  Securities being offered reasonably request,  (ii) prepare and file
in such jurisdictions such amendments (including  posteffective  amendments) and
supplements  to such  registrations  and  qualifications  as may be necessary to
maintain the effectiveness  thereof at all times during the Registration Period,
(iii) take all such other lawful  actions as may be  necessary to maintain  such
registrations and  qualifications in effect at all times during the Registration
Period,  and (iv) take all such other  lawful  actions  reasonably  necessary or
advisable to qualify the Registrable  Securities for sale in such jurisdictions;
PROVIDED,  however,  that  the  Company  shall  not be

                                       7

<PAGE>

required in connection  therewith or as a condition thereto to (A) qualify to do
business in any jurisdiction where it would not otherwise be required to qualify
but for this Section  3(d),(B)  subject  itself to general  taxation in any such
jurisdiction  or (C) file a general  consent  to  service of process in any such
jurisdiction;

         (e) As  promptly as  practicable  after  becoming  aware of such event,
notify each Investor of the  occurrence  of any event,  as a result of which the
Prospectus included in the 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,  in
light of the  circumstances  under  which they were made,  not  misleading,  and
promptly  prepare an amendment to the  Registration  Statement and supplement to
the  Prospectus  to correct such untrue  statement  or  omission,  and deliver a
number of copies of such  supplement  and  amendment  to each  Investor  as such
Investor may reasonably request;

         (f) As  promptly as  practicable  after  becoming  aware of such event,
notify each  Investor who holds  Registrable  Securities  being sold (or, in the
event of an underwritten offering, the managing underwriters) of the issuance by
the Commission of any stop order or other suspension of the effectiveness of the
Registration  Statement at the earliest possible time and take all lawful action
to effect  the  withdrawal,  recession  or  removal  of such stop order or other
suspension;

         (g)(i) Cause all the Registrable Securities covered by the Registration
Statement  to be listed  on the  principal  national  securities  exchange,  and
included in an inter-dealer quotation system of a registered national securities
association, on or in which securities of the same class or series issued by the
Company are then listed or included;
         (h)  Maintain a  transfer  agent and  registrar,  which may be a single
entity, for the Registrable  Securities not later than the effective date of the
Registration Statement;

         (i) Cooperate with the Investors who hold Registrable  Securities being
offered to facilitate the timely  preparation and delivery of  certificates  for
the Registrable  Securities to be offered pursuant to the Registration Statement
and  enable  such  certificates  for the  Registrable  Securities  to be in such
denominations  or amounts,  as the case may be, as the Investors  reasonably may
request and  registered in such names as the Investor may request;  and,  within
three business days after a Registration  Statement  which includes  Registrable
Securities  is declared  effective  by the  Commission,  deliver and cause legal
counsel  selected  by the  Company  to  deliver  to the  transfer  agent for the
Registrable   Securities  (with  copies  to  the  Investors  whose   Registrable
Securities  are  included  in  such   Registration   Statement)  an  appropriate
instruction and, to the extent necessary, an opinion of such counsel;

         (j) Take all such other lawful actions reasonably necessary to expedite
and facilitate the disposition by the Investors of their Registrable  Securities
in accordance  with the intended  methods  therefor  provided in the  Prospectus
which are customary under the circumstances;

         (k) If required,  make generally  available to its security  holders as
soon as  practicable,  but in any event not later  than 18 months  after (i) the

                                       8

<PAGE>

effective  date (as  defined in Rule  158(c)  under the  Securities  Act) of the
Registration  Statement,  and (ii)  the  effective  date of each  post-effective
amendment  to the  Registration  Statement,  as the  case  may be,  an  earnings
statement of the Company and its  subsidiaries  complying  with Section 11(a) of
the  Securities Act and the rules and  regulations of the Commission  thereunder
(including, at the option of the Company, Rule 158);

         (1) In the  event of an  underwritten  offering,  promptly  include  or
incorporate  in a  Prospectus  supplement  or  post-effective  amendment  to the
Registration  Statement such information as the managers reasonably agree should
be included therein and to which the Company does not reasonably object and make
all required filings of such Prospectus  supplement or post-effective  amendment
as soon as  practicable  after it is  notified  of the matters to be included or
incorporated in such Prospectus supplement or post-effective amendment;

         (m) Enter into such  customary  agreements  (including an  underwriting
agreement in customary form in the event of an  underwritten  offering) and take
such  other  lawful  and  reasonable  action  to  expedite  and  facilitate  the
registration  and disposition of the Registrable  Securities,  and in connection
therewith, if an underwriting agreement is entered into, use its best efforts to
cause  the  same  to   contain   indemnification   provisions   and   procedures
substantially identical to those set forth in this Agreement;

         (n) (i) Make  reasonably  available for  inspection  by Investors,  any
underwriter  participating  in any  disposition  pursuant  to  the  Registration
Statement,  and  any  attorney,  accountant  or  other  agent  retained  by such
Investors or any such  underwriter  all relevant  financial  and other  records,
pertinent   corporate   documents   and   properties  of  the  Company  and  its
subsidiaries,  and (ii) cause the Company's officers, directors and employees to
supply  all  information  reasonably  requested  by such  Investors  or any such
underwriter,  attorney,  accountant or agent in connection with the Registration
Statement, in each case, as is customary for similar due diligence examinations;
PROVIDED,  HOWEVER,  that  all  records,  information  and  documents  that  are
designated  in  writing  by  the  Company,   in  good  faith,  as  confidential,
proprietary  or  containing  any material  nonpublic  information  shall be kept
confidential by such Investors and any such underwriter, attorney, accountant or
agent (pursuant to an appropriate  confidentiality  agreement in the case of any
such  holder or agent),  unless  such  disclosure  is made  pursuant to judicial
process in a court  proceeding  (after first  giving the Company an  opportunity
promptly  to seek a  protective  order  or  otherwise  limit  the  scope  of the
information  sought to be  disclosed)  or is required  by law, or such  records,
information or documents  become  available to the public generally or through a
third party not in violation of an accompanying  obligation of  confidentiality;
and PROVIDED FURTHER that, if the foregoing inspection and information gathering
would otherwise disrupt the Company's  conduct of its business,  such inspection
and information  gathering shall, to the maximum extent possible, be coordinated
on behalf of the Investors and the other parties entitled thereto by one firm of
counsel  designed by and on behalf of the majority in interest of Investors  and
other parties;

         (o)  In  connection   with  any   underwritten   offering,   make  such
representations   and  warranties  to  the  Investors   participating   in  such
underwritten  offering and to the managers,  in form, substance and scope as are

                                       9

<PAGE>

customarily  made by the  Company  to  underwriters  in  secondary  underwritten
offerings;

         (p) In connection with any  underwritten  offering,  obtain opinions of
counsel  to the  Company  (which  counsel  and  opinions  (in  form,  scope  and
substance)  shall be reasonably  satisfactory to the managers)  addressed to the
underwriters,  covering  such  matters as are  customarily  covered in  opinions
requested in secondary underwritten offerings;

         (q) In connection with any underwritten offering, obtain "cold comfort"
letters and updates  thereof  from the  independent  public  accountants  of the
Company (and, if  necessary,  from the  independent  public  accountants  of any
subsidiary  of the Company or of any business  acquired by the Company,  in each
case for which  financial  statements and financial data are, or are required to
be,  included in the  Registration  Statement),  addressed  to each  underwriter
participating  in such  underwritten  offering (if such underwriter has provided
such letter,  representations  or documentation,  if any, required for such cold
comfort  letter to be so addressed),  in customary form and covering  matters of
the type  customarily  covered  in "cold  comfort"  letters in  connection  with
secondary underwritten offerings;

         (r) In connection with any underwritten offering, deliver such docu-
ments and  certificates as may be reasonably  required by the managers,  if any;
and

         (s) In the event that any  broker-dealer  registered under the Exchange
Act shall be an  "Affiliate"  (as  defined in Rule  2729(b)(1)  of the rules and
regulations of the National  Association of Securities Dealers,  Inc. (the "NASD
Rules") (or any successor  provision thereto)) of the Company or has a "conflict
of interest" (as defined in Rule  2720(b)(7) of the NASD Rules (or any successor
provision  thereto)) and such broker-dealer  shall underwrite,  participate as a
member  of  an  underwriting  syndicate  or  selling  group  or  assist  in  the
distribution  of  any  Registrable   Securities   covered  by  the  Registration
Statement,  whether  as a  holder  of  such  Registrable  Securities  or  as  an
underwriter,  a  placement  or sales  agent or a broker  or  dealer  in  respect
thereof, or otherwise,  the Company shall assist such broker-dealer in complying
with the requirements of the NASD Rules, including,  without limitation,  by (A)
engaging a "qualified  independent  underwriter" (as defined in Rule 2720(b)(15)
of the NASD Rules (or any successor  provision  thereto)) to  participate in the
preparation  of  the  Registration   Statement   relating  to  such  Registrable
Securities,  to exercise usual standards of due diligence in respect thereof and
to recommend  the public  offering  price of such  Registrable  Securities,  (B)
indemnifying  such  qualified  independent  underwriter  to  the  extent  of the
indemnification of underwriters  provided in Section 5 hereof, and (C) providing
such  information  to such  broker-dealer  as may be  required in order for such
broker-dealer to comply with the requirements of the NASD Rules.

         4. OBLIGATIONS OF THE INVESTORS. In connection with the registration of
the Registrable Securities, the Investors shall have the following obligations:

         (a) It shall be a condition precedent to the obligations of the Company
to complete  the  registration  pursuant to this  Agreement  with respect to the
Registrable  Securities  of a  particular  Investor  that  such  Investor  shall

                                       10

<PAGE>

promptly  furnish  to  the  Company  such  information   regarding  itself,  the
Registrable  Securities held by it and the intended method of disposition of the
Registrable  Securities held by it as shall be reasonably required to effect the
registration of such Registrable  Securities and shall execute such documents in
connection  with such  registration  as the Company may reasonably  request.  As
least seven days prior to the first anticipated  filing date of the Registration
Statement,  the Company shall promptly  notify each Investor of the  information
the Company  requires from each such Investor (the "Requested  Information")  if
such Investor elects to have any of its Registrable  Securities  included in the
Registration  Statement.  If at least two business days prior to the anticipated
filing date the Company  has not  received  the  Requested  Information  from an
Investor  (a  "Non-Responsive   Investor"),   then  the  Company  may  file  the
Registration   Statement  without  including  Registrable   Securities  of  such
Non-Responsive  Investor and have no further  obligations to the  Non-Responsive
Investor;

         (b) Each  Investor  by its  acceptance  of the  Registrable  Securities
agrees to cooperate  with the Company in  connection  with the  preparation  and
filing  of the  Registration  Statement  hereunder,  unless  such  Investor  has
notified  the  Company  in  writing  of  its  election  to  exclude  all  of its
Registrable Securities from the Registration Statement; and

         (c) Each  Investor  agrees  that,  upon  receipt of any notice from the
Company of the  occurrence of any event of the kind described in Section 3(e) or
3(f), it shall immediately discontinue its disposition of Registrable Securities
pursuant to the  Registration  Statement  covering such  Registrable  Securities
until  such  Investor's  receipt of the  copies of the  supplemented  or amended
Prospectus contemplated by Section 3(e) and, if so directed by the Company, such
Investor shall deliver to the Company (at the expense of the Company) or destroy
(and deliver to the Company a  certificate  of  destruction)  all copies in such
Investor's  possession,  of the Prospectus covering such Registrable  Securities
current at the time of receipt of such notice.

         5.  EXPENSES OF  REGISTRATION.  All expenses,  other than  underwriting
discounts and commissions, incurred in connection with registrations, filings or
qualifications  pursuant to Section 3, but including,  without  limitation,  all
registration,  listing,  and qualifications.  fees, printing and engraving fees,
accounting  fees, and the fees and  disbursements of counsel for the Company and
the reasonable fees and disbursements of one firm of counsel to the holders of a
majority in interest of the Registrable Securities (which fees and disbursements
shall not exceed $7,500) shall be borne by the Company.

         6.       INDEMNIFICATION AND CONTRIBUTION.

         (a)  INDEMNIFICATION  BY THE COMPANY.  The Company shall  indemnify and
hold harmless each Investor and each underwriter,  if any, which facilitates the
disposition of Registrable Securities, and each of their respective officers and
directors and each person who controls such Investor or  underwriter  within the
meaning of Section 15 of the  Securities  Act or Section 20 of the  Exchange Act
(each such person being  sometimes  hereinafter  referred to as an  "Indemnified
Person") from and against any losses, claims,  damages or liabilities,  joint or
several,  to  which  such  Indemnified  Person  may  become  subject  under  the
Securities  Act or  otherwise,  insofar  as  such  losses,  claims,  damages  or
liabilities  (or actions in respect  thereof)  arise out of or are

                                       11

<PAGE>

based upon an untrue  statement or alleged  untrue  statement of a material fact
contained in any  Registration  Statement or an 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  under which they were
made, not misleading,  or arise out of or are based upon an untrue  statement or
alleged  untrue  statement of a material fact  contained in any Prospectus or an
omission or alleged  omission to state  therein a material  fact  required to be
stated therein or necessary to make the statements  therein, in the light of the
circumstances under which they were made, not misleading; and the Company hereby
agrees to reimburse such  Indemnified  Person for all reasonable legal and other
expenses incurred by them in connection with investigating or defending any such
action or claim as and when such expenses are incurred;  PROVIDED, however, that
the Company shall not be liable to any such Indemnified  Person in any such case
to the extent that any such loss, claim, damage or liability arises out of or is
based upon (i) an untrue  statement or alleged  untrue  statement made in, or an
omission or alleged omission from, such Registration  Statement or Prospectus in
reliance  upon and in  conformity  with  written  information  furnished  to the
Company by such Indemnified Person expressly for use therein or (ii) in the case
of the  occurrence of an event of the type specified in Section 3(e), the use by
the Indemnified Person of an outdated or defective  Prospectus after the Company
has provided to such  Indemnified  Person an updated  Prospectus  correcting the
untrue  statement or alleged  untrue  statement or omission or alleged  omission
giving rise to such loss, claim, damage or liability.

         (b)  INDEMNIFICATION  BY THE INVESTORS AND UNDERWRITERS.  Each Investor
agrees,  as a consequence of the inclusion of any of its Registrable  Securities
in a Registration Statement, and each underwriter, if any, which facilitates the
disposition  of  Registrable   Securities  shall  agree,  as  a  consequence  of
facilitating  such  disposition  of  Registrable  Securities,  severally and not
jointly,  to  (i)  indemnify  and  hold  harmless  the  Company,  its  directors
(including any person who, with his or her consent, is named in the Registration
Statement  as a director  nominee of the  Company),  its  officers  who sign any
Registration  Statement and each person, if any, who controls the Company within
the  meaning  of either  Section 15 of the  Securities  Act or Section 20 of the
Exchange Act,  against any losses,  claims,  damages or liabilities to which the
Company or such other persons may become  subject,  under the  Securities Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect  thereof) arise out of or are based upon an untrue  statement or alleged
untrue statement of a material fact contained in such Registration  Statement or
Prospectus or arise out of or are based upon the 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  under which they were
made,  in the  case of the  Prospectus),  not  misleading,  in each  case to the
extent,  but only to the extent,  that such untrue  statement or alleged  untrue
statement  or omission  or alleged  omission  was made in  reliance  upon and in
conformity with written  information  furnished to the Company by such holder or
underwriter  expressly for use therein,  and (ii)  reimburse the Company for any
legal or other expenses incurred by the Company in connection with investigating
or defending any such action or claim as such expenses are incurred.

         (c) NOTICE OF CLAIMS,  ETC.  Promptly  after receipt by a party seeking
indemnification  pursuant to this Section 6 (an "Indemnified  Party") of written

                                       12

<PAGE>

notice of any  investigation,  claim,  proceeding  or other action in respect of
which  indemnification is being sought (each, a "Claim"),  the Indemnified Party
promptly  shall notify the party against whom  indemnification  pursuant to this
Section  6 is  being  sought  (the  "Indemnifying  Party")  of the  commencement
thereof;  but the omission to so notify the Indemnifying Party shall not relieve
it from any  liability  that it  otherwise  may have to the  Indemnified  Party,
except to the extent that the  Indemnifying  Party is materially  prejudiced and
forfeits  substantive  rights  and  defenses  by  reason  of  such  failure.  In
connection with any Claim,  the  Indemnifying  Party shall be entitled to assume
the defense thereof.  Notwithstanding the assumption of the defense of any Claim
by the Indemnifying  Party, the Indemnified Party shall have the right to employ
separate legal counsel and to participate in the defense of such Claim,  and the
Indemnifying  Party  shall bear the  reasonable  fees,  out-of-pocket  costs and
expenses of such separate  legal counsel to the  Indemnified  Party if (and only
if): (x) the  Indemnifying  Party shall have agreed to pay such fees,  costs and
expenses,  (y) the Indemnified Party and the Indemnifying Party shall reasonably
have concluded that  representation of the Indemnified Party by the Indemnifying
Party by the same legal  counsel would not be  appropriate  due to actual or, as
reasonably determined by legal counsel to the Indemnified Party, (i) potentially
differing  interests  between such parties in the conduct of the defense of such
Claim, or (ii) if there may be legal defenses available to the Indemnified Party
that are in addition to or disparate  from those  available to the  Indemnifying
Party and which can not be presented by counsel to the  Indemnifying  Party,  or
(z) the Indemnifying  Party shall have failed to employ legal counsel reasonably
satisfactory to the Indemnified  Party within a reasonable  period of time after
notice of the  commencement  of such Claim.  If the  Indemnified  Party  employs
separate legal counsel in circumstances  other than as described in clauses (x),
(y) or (z) above,  the fees,  costs and expenses of such legal  counsel shall be
borne  exclusively  by the  Indemnified  Party.  Except as provided  above,  the
Indemnifying  Party  shall  not,  in  connection  with  any  Claim  in the  same
jurisdiction,  be  liable  for the fees and  expenses  of more  than one firm of
counsel for the Indemnified Party (together with appropriate local counsel). The
Indemnifying  Party  shall  not,  without  the  prior  written  consent  of  the
Indemnifying Party (which consent shall not unreasonably be withheld), settle or
compromise  any  Claim or  consent  to the entry of any  judgment  that does not
include an unconditional  release of the Indemnifying Party from all liabilities
with respect to such Claim or judgment.

         (d) CONTRIBUTION. If the indemnification provided for in this Section 6
is unavailable to or insufficient  to hold harmless an Indemnified  Person under
subsection  (a) or (b)  above in  respect  of any  losses,  claims,  damages  or
liabilities  (or actions in respect  thereof)  referred  to  therein,  then each
Indemnifying  Party  shall  contribute  to the  amount  paid or  payable by such
Indemnified Party as a result of such losses, claims, damages or liabilities (or
actions in respect  thereof) in such proportion as is appropriate to reflect the
relative fault of the Indemnifying Party and the Indemnified Party in connection
with the statements or omissions which resulted in such losses,  claims, damages
or liabilities  (or actions in respect  thereof),  as well as any other relevant
equitable  considerations.  The relative  fault of such  Indemnifying  Party and
Indemnified  Party shall be  determined  by reference  to,  among other  things,
whether the untrue or alleged untrue statement of a material fact or omission or
alleged  omission to state a material  fact relates to  information  supplied by
such Indemnified  Party or by such Indemnified

                                       13

<PAGE>

Party, and the parties'  relative intent,  knowledge,  access to information and
opportunity to correct or prevent such statement or omission. The parties hereto
agree that it would not be just and equitable if  contribution  pursuant to this
Section 6 (d) were determined by pro rata  allocation  (even if the Investors or
any  underwriters  were treated as one entity for such  purpose) or by any other
method of allocation which does not take account of the equitable considerations
referred to in this Section 6(d).  The amount paid or payable by an  Indemnified
Party as a result of the losses,  claims,  damages or liabilities (or actions in
respect thereof) referred to above shall be deemed to include any legal or other
fees or expenses  reasonably  incurred by such  indemnified  party in connection
with  investigating  or defending any such action or claim.  No person guilty of
fraudulent  misrepresentation  (within  the  meaning  of  Section  11(f)  of the
Securities  Act) shall be entitled to  contribution  from any person who was not
guilty of such  fraudulent  misrepresentation.  The obligations of the Investors
and any  underwriters  in this  Section 6(d) to  contribute  shall be several in
proportion  to  the   percentage  of   Registrable   Securities   registered  or
underwritten, as the case may be, by them and not joint.

         (e)  Notwithstanding  any other  provision of Section 6(d), in no event
shall any (i)  Investor be required to  undertake  liability to any person under
Section  6(d) for any amounts in excess of the dollar  amount of the proceeds to
be  received  by such  Investor  from  the sale of such  Investor's  Registrable
Securities  (after  deducting  any fees,  discounts and  commissions  applicable
thereto)  pursuant to any  Registration  Statement under which such  Registrable
Securities are to be registered under the Securities Act and (ii) underwriter be
required  to  undertake  liability  to any Person  hereunder  for any amounts in
excess of the aggregate  discount,  commission or other compensation  payable to
such underwriter with respect to the Registrable  Securities  underwritten by it
and distributed pursuant to the Registration  Statement;  provided,  however, in
the event of fraud by the Investor (in the case of (i) above) or underwriter (in
the case of (ii) above), there shall be no such dollar amount limitation.

         (f) The  obligations  of the Company  under this  Section 6 shall be in
addition  to  any  liability  which  the  Company  may  otherwise  have  to  any
Indemnified  Person and the  obligations  of any  Indemnified  Person under this
Section 6 shall be in addition to any liability  which such  Indemnified  Person
may otherwise have to the Company.  The remedies  provided in this Section 6 are
not exclusive and shall not limit any rights or remedies  which may otherwise be
available to an indemnified party at law or in equity.

         7.  RULE 144.  With a view to making  available  to the  Investors  the
benefits  of Rule 144 under the  Securities  Act or any  other  similar  rule or
regulation of the  Commission  that may at any time permit the Investors to sell
securities of the Company to the public without  registration  ("Rule 144"), the
Company agrees to use its best efforts to:

         (a)      comply with the provisions of paragraph (c) (1) of Rule 144;
and

         (b) file with the  Commission  in a timely manner all reports and other
documents  required to be filed by the  Company  pursuant to Section 13 or 15(d)
under the  Exchange  Act;  and,  if at any time it is not  required to file such
reports but in the past had been required to or did file such reports,  it will,
upon the request of any Holder, make available other information as

                                       14

<PAGE>

required  by,  and so long as  necessary  to permit  sales of,  its  Registrable
Securities pursuant to Rule 144.

         8.  ASSIGNMENT.  The rights to have the  Company  register  Registrable
Securities  pursuant to this Agreement  shall be  automatically  assigned by the
Investors to any permitted  transferee of all or any portion of such  securities
(or all or any portion of any Preferred Stock or Warrant of the Company which is
convertible  into such  securities) of Registrable  Securities  only if: (a) the
Investor  agrees in writing  with the  transferee  or  assignee  to assign  such
rights,  and a copy of such  agreement  is  furnished  to the  Company  within a
reasonable time after such  assignment,  (b) the Company is, within a reasonable
time after such transfer or assignment, furnished with written notice of (i) the
name and address of such  transferee  or assignee and (ii) the  securities  with
respect to which such registration rights are being transferred or assigned, (c)
immediately following such transfer or assignment, the securities so transferred
or assigned to the transferee or assignee constitute Restricted Securities,  and
(d) at or before the time the Company  received the written notice  contemplated
by clause (b) of this sentence the transferee or assignee agrees in writing with
the Company to be bound by all of the provisions contained herein.

         9. AMENDMENT AND WAIVER. Any provision of this Agreement may be amended
and 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  Investors  who  hold a  majority-interest  of the
Registrable Securities. Any amendment or waiver effected in accordance with this
Section 9 shall be binding upon each Investor and the Company.

         10.      MISCELLANEOUS.

         (a) A person  or entity  shall be deemed to be a holder of  Registrable
Securities  whenever  such  person or entity  owns of  record  such  Registrable
Securities.  If  the  Company  receives  conflicting  instructions,  notices  or
elections  from  two or more  persons  or  entities  with  respect  to the  same
Registrable  Securities,  the Company shall act upon the basis of  instructions,
notice  or  election  received  from the  registered  owner of such  Registrable
Securities.

         (b) Except as may be  otherwise  provided  herein,  any notice or other
communication  or delivery  required or permitted  hereunder shall be in writing
and shall be delivered personally or sent by certified mail, postage prepaid, or
by a nationally  recognized overnight courier service, and shall be deemed given
when so delivered  personally or by overnight  courier  service,  or, if mailed,
three (3) days after the date of deposit in the United States mails, as follows:

         (1)      if to the Company, to:

                  Adatom.com, Inc.
                  920 Hillview Court, Suite 160
                  Milpitas, California 95305
                  Attention: Richard Barton

                                       15

<PAGE>

         (2)      if to the Initial Investors, as set forth in the signature
                  pages of the Securities Purchase Agreement.

         (3)      if to any other Investor, at such address as such Investor
                  shall have provided in writing to the Company.

The Company,  the Initial  Investors  or any  Investor may change the  foregoing
address by notice given pursuant to this Section 10(c).

         (c)  Failure of any party to  exercise  any right or remedy  under this
Agreement or otherwise,  or delay by a party in exercising such right or remedy,
shall not operate as a waiver thereof.

         (d) This Agreement  shall be governed by and  interpreted in accordance
with the laws of the State of  California.  Each of the parties  consents to the
jurisdiction  of the federal  courts whose  districts  encompass any part of the
City of San Francisco or the state courts of the State of California  sitting in
the City of San  Francisco in  connection  with any dispute  arising  under this
Agreement  and hereby  waives,  to the  maximum  extent  permitted  by law,  any
objection including any objection based on forum non conveniens, to the bringing
of any such proceeding in such jurisdictions.

         (e) The remedies  provided in this  Agreement  are  cumulative  and not
exclusive of any remedies provided by law. If any term,  provision,  covenant or
restriction of this Agreement is held by a court of competent jurisdiction to be
invalid, illegal, void or unenforceable,  the remainder of the terms, provision,
covenants  and  restrictions  set forth  herein  shall  remain in full force and
effect and shall in no way be affected, impaired or invalidated, and the parties
hereto shall use their best efforts to find and employ an  alternative  means to
achieve the same or substantially  the same result as that  contemplated by such
term, provision,  covenant or restriction.  It is hereby stipulated and declared
to be the  intention of the parties that they would have  executed the remaining
terms, provisions, covenants and restrictions without including any of such that
may be hereafter declared invalid, illegal, void or unenforceable.

         (f) The Company shall not enter into any agreement  with respect to its
securities that constitutes a breach of any of the provisions hereof.  Except as
previously  disclosed to the Investors,  the Company is not currently a party to
any  agreement  granting  any  registration  rights  with  respect to any of its
securities  to  any  person  which  conflicts  with  the  Company's  obligations
hereunder  or gives any other party the right to include any  securities  in any
Registration  Statement  filed pursuant  hereto.  The Company shall not file any
registration  statement  after  the date  hereof  for the  resale  of any of its
securities  at any time prior to the 30th day of the filing of the  Registration
Statement, nor shall the Company cause any registration statement for the resale
of its securities to become  effective  prior to the 30th day after the date the
Registration Statement is declared effective.

         (g) This Agreement,  the Securities Purchase Agreement, the Certificate
of  Designations  and the Warrants  constitute  the entire  agreement  among the
parties  hereto  with  respect  to  the  subject  matter  hereof.  There  are no
restrictions,  promises, warranties or undertakings,  other than those set forth
or referred to herein. This Agreement,  the Securities  Purchase Agreement,  the

                                       16

<PAGE>

Certificate of Designations and the Warrants  supersede all prior agreements and
undertakings among the parties hereto with respect to the subject matter hereof.

         (h) Subject to the  requirements  of Section 8 hereof,  this  Agreement
shall inure to the benefit of and be binding upon the  successors and assigns of
each of the parties hereto.

         (i) All pronouns and any  variations  thereof  refer to the  masculine,
feminine or neuter, singular or plural, as the context may require.

         (j) The headings in this  Agreement  are for  convenience  of reference
only and shall not limit or otherwise affect the meaning thereof.

         (k) The Company acknowledges that any failure by the Company to perform
its obligations  under Section 3, or any delay in such performance  could result
in direct  damages to the Investors and the Company  agrees that, in addition to
any other liability the Company may have by reason of any such failure or delay,
the Company  shall be liable for all direct  damages  caused by such  failure or
delay.

         (l) This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original but all of which shall  constitute one and the
same agreement. A facsimile transmission of this signed Agreement shall be legal
and binding on all parties hereto.

                                       17

<PAGE>

         IN WITNESS  WHEREOF,  the parties have caused this Agreement to be duly
executed and delivered as of the date first above written.

                                         ADATOM.COM, INC.

                                         By: /s/ RICHARD S. BARTON
                                            ----------------------------------
                                            Name:  Richard S. Barton
                                            Title: President & CEO


                                         INVESTOR

                                         ALBORZ SELECT OPPORTUNITIES FUND


                                         By: /s/ JACQUES TIZABI
                                            ----------------------------------
                                            Name: Investment Manager
                                            Title:


                                         INVESTOR

                                         YASSER HOSNY MOUSTAFA

                                         By: /s/ YASSER HOSNY MOUSTAFA
                                            -------------------------
                                            Name:
                                            Title:


                                         INVESTOR

                                         ROBERT DELGUERCIO


                                         By:/s/ ROBERT DELGUERCIO
                                            --------------------
                                            Name:
                                            Title:


                                         INVESTOR

                                         PIETRO GATTINI

                                         By: /s/ PIETRO GATTINI
                                            ------------------
                                            Name:
                                            Title:

                                       18