<PAGE>

            SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

                                                    May 26, 2000

To each of the several Purchasers named in
Schedule 1 to the Class A Preferred Shares
Subscription Agreement made on July 30, 1999
(the "July Purchasers")

- and -

To each of the several Purchasers named in
Schedule 1 to the Class A Preferred Shares
Subscription Agreement made on October 8, 1999
(the "October Purchasers")

- and -

To Griffiths McBurney & Partners, as
Agent for the several Purchasers of Class B
Preferred Shares pursuant to certain Subscription
Agreements made on May 26, 2000 and named in
Schedule "A" hereto (the "Schedule A Purchasers")

- and -

To each of the several Purchasers of
Class B Preferred Shares pursuant to certain
Subscription Agreements made on May 26,
2000 and named in Schedule "B" hereto
(the "Schedule B Purchasers")

Dear Sirs:

                  Reference is made to a Class A Preferred Share Subscription
Agreement dated July 30, 1999 (the "July Purchase Agreement") between
Changepoint Corporation, a corporation amalgamated under the laws of Ontario
(the "Company"), and the July Purchasers whereby the July Purchasers agreed to
purchase an aggregate of 2,632,654 Class A Preferred Shares (the "July Preferred
Shares") of the Company, and to a registration rights agreement (the
"Registration Rights Agreement") between the Company and July Purchasers of even
date therewith whereby the Company made certain covenants and agreements in
favour of the July Purchasers in consideration of their agreement to purchase
the July Preferred Shares and as an inducement to them to consummate the
transactions contemplated by the July Purchase Agreement.

                  Reference is also made to a Class A Preferred Share
Subscription Agreement dated October 8, 1999 (the "October Purchase Agreement")
(the July Purchase Agreement and the October Purchase Agreement being,
collectively, referred to hereinafter as the "Class A

<PAGE>


                                      -2-     Registration Rights Agreement

Purchase Agreements") among the Company and certain of its shareholders
(collectively the "Vendors"), and the October Purchasers whereby the October
Purchasers agreed to purchase from the Vendors an aggregate of 3,351,308 Class A
Preferred Shares of the Company (the "October Preferred Shares") (the July
Preferred Shares and the October Preferred Shares being, collectively, referred
to hereinafter as the "Class A Preferred Shares"). In consideration of the
agreement of the October Purchasers to purchase the October Preferred Shares and
as an inducement to the October Purchasers to consummate the transactions
contemplated by the October Purchase Agreement, the Company entered into an
Amended and Restated Registration Rights Agreement dated October 8, 1999, with
the July Purchasers and the October Purchasers (collectively referred to
hereinafter as the "Class A Purchasers"), to provide the October Purchasers with
the identical registration rights provided to the July Purchasers in the
Registration Rights Agreement.

                  Reference is also made to certain Class B Preferred Share
Subscription Agreements dated May 26, 2000 (the "Schedule A Purchase
Agreements") among the Company, Griffiths McBurney & Partners and the Schedule A
Purchasers, and to certain Class B Preferred Share Subscription Agreements dated
May 26, 2000 (the "Schedule B Purchase Agreements") among the Company and the
Schedule B Purchasers (the Schedule A Purchase Agreements and the Schedule B
Purchase Agreements, being, collectively, referred to hereinafter as the "Class
B Purchase Agreements", and the Class A Purchase Agreements and the Class B
Purchase Agreements being, collectively, referred to hereinafter as the
"Purchase Agreements") whereby the Schedule A Purchasers and the Schedule B
Purchasers (collectively, the "Class B Purchasers") have agreed to purchase an
aggregate of 2,873,696 Class B Preferred Shares of the Company (the "Class B
Preferred Shares") (the Class A Preferred Shares and the Class A Preferred
Shares being, collectively, referred to hereinafter as the "Preferred Shares").
Reference is also made to the terms and provisions of the Schedule A Purchase
Agreements whereby each of the Schedule A Purchasers has irrevocably constituted
and appointed Griffiths, McBurney & Partners as its lawful agent and
attorney-in-fact to act on its behalf with full power and authority to enter
into this Registration Rights Agreement. In consideration of the agreement of
the Class B Purchasers to purchase the Class B Preferred Shares and as an
inducement to the Class B Purchasers to consummate the transactions contemplated
by the Class B Purchase Agreement, the Company wishes to provide the Class B
Purchasers with the identical registration rights provided to the Class A
Purchasers in the Amended and Restated Registration Rights Agreement.

                  To ensure that the registration rights granted by the Company
to holders of the Preferred Shares apply equally in favour of all holders of
Preferred Shares, the Company has agreed to further amend and restate the
Amended and Restated Registration Rights Agreement accordingly. Therefore, for
good and valuable consideration, the receipt and sufficiency whereof is hereby
acknowledged by the Company, the Company covenants and agrees with each of you
as follows:

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

         "CANADIAN SECURITIES LAWS" shall mean the Securities Act (Ontario), the
         Regulation thereunder and all rules, policies, rulings and orders of
         applicable securities regulatory

<PAGE>


                                      -3-     Registration Rights Agreement

         authorities, and similar legislation in each of the other provinces
         and territories of Canada where the Corporation is a "reporting
         issuer" for purposes of such legislation.

         "COMMISSION" shall mean the United States Securities and Exchange
         Commission, or any other federal agency at the time administering the
         Securities Act.

         "COMMON SHARES" shall mean the Common Shares of the Company, as
         constituted as of the date of this Agreement.

         "CONVERSION SHARES" shall mean Common Shares issued upon conversion of
         the Preferred Shares.

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

         "REGISTRATION EXPENSES" shall mean the expenses so described in
         Section 8.

         "RESTRICTED STOCK" shall mean the Conversion Shares, excluding
         Conversion Shares which have been (a) registered under the Securities
         Act pursuant to an effective registration statement filed thereunder
         and disposed of in accordance with the registration statement covering
         them or (b) publicly sold pursuant to Rule 144 under the Securities
         Act.

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

         "SELLING EXPENSES" shall mean the expenses so described in Section 8.

         "U.S. PERSON" shall have the meaning ascribed thereto in Rule 902(a) of
         Regulation S under the Securities Act.

2.       RESTRICTIVE LEGEND. Each certificate representing Preferred Shares or
         Conversion Shares owned by any U.S. Person or entity shall, except as
         otherwise provided in this Section 2 or in Section 3, be stamped or
         otherwise imprinted with a legend substantially in the following form:

         "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES
         SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE
         TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS IT HAS BEEN REGISTERED
         UNDER SUCH ACT AND ALL SUCH APPLICABLE LAWS OR AN EXEMPTION FROM
         REGISTRATION IS AVAILABLE."

         A certificate shall not bear such legend if in the opinion of counsel
         satisfactory to the Company (it being agreed that Testa, Hurwitz &
         Thibeault, LLP shall be satisfactory) the securities represented
         thereby may be publicly sold without registration under the Securities
         Act and any applicable state securities laws.

<PAGE>


                                      -4-     Registration Rights Agreement


3.        NOTICE OF PROPOSED TRANSFER. Prior to any proposed transfer by a U.S.
          Person of any Preferred Shares or Conversion Shares (other than under
          the circumstances described in Sections 4, 5 or 6), the holder thereof
          shall give written notice to the Company of its intention to effect
          such transfer. Each such notice shall describe the manner of the
          proposed transfer and, if requested by the Company, shall be
          accompanied by an opinion of counsel satisfactory to the Company (it
          being agreed that Testa, Hurwitz & Thibeault, LLP shall be
          satisfactory) to the effect that the proposed transfer may be effected
          without registration under the Securities Act and any applicable state
          securities laws, whereupon the holder of such stock shall be entitled
          to transfer such stock in accordance with the terms of its notice;
          PROVIDED, HOWEVER, that no such opinion of counsel shall be required
          for a transfer to one or more partners or members of the transferor
          (in the case of a transferor that is a partnership or a limited
          liability company, respectively) or to an affiliated corporation (in
          the case of a transferor that is a corporation). Each certificate for
          Preferred Shares or Conversion Shares transferred to any U.S. Person
          or entity as above provided shall bear the legend set forth in Section
          2, except that such certificate shall not bear such legend if (i) such
          transfer is in accordance with the provisions of Rule 144 (or any
          other rule permitting public sale without registration under the
          Securities Act) or (ii) the opinion of counsel referred to above is to
          the further effect that the transferee and any subsequent transferee
          (other than an affiliate of the Company) would be entitled to transfer
          such securities in a public sale without registration under the
          Securities Act. The restrictions provided for in this Section 3 shall
          not apply to securities which are not required to bear the legend
          prescribed by Section 2 in accordance with the provisions of that
          Section.

4.       REQUIRED REGISTRATION.

          (a)       At any time after the earliest of (i) six months after (x)
                    any registration statement covering a public offering of
                    securities of the Company under the Securities Act shall
                    have become effective or (y) a prospectus has been qualified
                    in a Canadian province or territory for the Company's
                    initial public offering of Common Shares, or (ii) the third
                    anniversary of the date of this Agreement, the holders of
                    Restricted Stock constituting at least 40% of the total
                    shares of Restricted Stock then outstanding may request the
                    Company to register under the Securities Act all or any
                    portion of the shares of Restricted Stock held by such
                    requesting holder or holders for sale in the manner
                    specified in such notice, PROVIDED that the shares of
                    Restricted Stock for which registration has been requested
                    shall constitute at least 20% of the total shares of
                    Restricted Stock originally issued if such holder or holders
                    shall request the registration of less than all shares of
                    Restricted Stock then held by such holder or holders (or any
                    lesser percentage if the reasonably anticipated aggregate
                    price to the public of such public offering would exceed
                    U.S. $2,000,000). For purposes of this Section 4 and
                    Sections 5, 6, 13(a) and 13(d), the term "Restricted Stock"
                    shall be deemed to include the number of shares of
                    Restricted Stock which would be issuable to a holder of
                    Preferred Shares upon conversion of all Preferred Shares
                    held by such holder at such time, PROVIDED, HOWEVER, that
                    the only securities which the Company shall be required to
                    register pursuant hereto shall be shares of Common Shares,
                    and PROVIDED, FURTHER, however, that, in any underwritten
                    public offering contemplated by this

<PAGE>


                                      -5-     Registration Rights Agreement

                    Section 4 or Sections 5 and 6, the holders of Preferred
                    Shares shall be entitled to sell such Preferred Shares to
                    the underwriters for conversion and sale of the shares of
                    Common Shares issued upon conversion thereof.
                    Notwithstanding anything to the contrary contained herein,
                    no request may be made under this Section 4 within 90 days
                    after the effective date of a registration statement filed
                    by the Company covering a firm commitment underwritten
                    public offering in which the holders of Restricted Stock
                    shall have been entitled to join pursuant to Sections 5 or 6
                    and in which there shall have been effectively registered
                    all shares of Restricted Stock as to which registration
                    shall have been requested.

          (b)       Following receipt of any notice under this Section 4, the
                    Company shall immediately notify all holders of Restricted
                    Stock from whom notice has not been received and shall use
                    its best efforts to register under the Securities Act, for
                    public sale in accordance with the method of disposition
                    specified in such notice from requesting holders, the number
                    of shares of Restricted Stock specified in such notice (and
                    in all notices received by the Company from other holders
                    within 30 days after the giving of such notice by the
                    Company). If such method of disposition shall be an
                    underwritten public offering, the holders of a majority of
                    the shares of Restricted Stock to be sold in such offering
                    may designate the managing underwriter of such offering,
                    subject to the approval of the Company, which approval shall
                    not be unreasonably withheld or delayed. The Company shall
                    be obligated to register Restricted Stock pursuant to this
                    Section 4 on two occasions only, PROVIDED, HOWEVER, that
                    such obligation shall be deemed satisfied only when a
                    registration statement covering all shares of Restricted
                    Stock specified in notices received as aforesaid, for sale
                    in accordance with the method of disposition specified by
                    the requesting holders, shall have become effective and, if
                    such method of disposition is a firm commitment underwritten
                    public offering, all such shares shall have been sold
                    pursuant thereto.

          (c)       The Company shall be entitled to include in any registration
                    statement referred to in this Section 4, for sale in
                    accordance with the method of disposition specified by the
                    requesting holders, shares of Common Shares to be sold by
                    the Company for its own account, except as and to the extent
                    that, in the opinion of the managing underwriter (if such
                    method of disposition shall be an underwritten public
                    offering), such inclusion would adversely affect the
                    marketing of the Restricted Stock to be sold. Except for
                    registration statements on Form S-4, S-8 or any successor
                    thereto, the Company will not file with the Commission any
                    other registration statement with respect to its Common
                    Shares, whether for its own account or that of other
                    stockholders, from the date of receipt of a notice from
                    requesting holders pursuant to this Section 4 until the
                    completion of the period of distribution of the registration
                    contemplated thereby.

5.        INCIDENTAL REGISTRATION. If the Company at any time (other than
          pursuant to Section 4 or Section 6) proposes to register any of its
          securities under the Securities Act for sale to the public, whether
          for its own account or for the account of other security holders or
          both (except with respect to registration statements on Forms S-4, S-8
          or another form not available for registering the Restricted Stock for
          sale to the public), each such time it will give written notice to all
          holders of outstanding Restricted Stock of its intention so to do.

<PAGE>


                                      -6-     Registration Rights Agreement


          Upon the written request of any such holder, received by the Company
          within 30 days after the giving of any such notice by the Company, to
          register any of its Restricted Stock, the Company will use its best
          efforts to cause the Restricted Stock as to which registration shall
          have been so requested to be included in the securities to be covered
          by the registration statement proposed to be filed by the Company, all
          to the extent requisite to permit the sale or other disposition by the
          holder of such Restricted Stock so registered. In the event that any
          registration pursuant to this Section 5 shall be, in whole or in part,
          an underwritten public offering of Common Shares, the number of shares
          of Restricted Stock to be included in such an underwriting may be
          reduced (pro rata among the requesting holders based upon the number
          of shares of Restricted Stock owned by such holders) if and to the
          extent that the managing underwriter shall be of the opinion that such
          inclusion would adversely affect the marketing of the securities to be
          sold by the Company therein, PROVIDED, HOWEVER, that such number of
          shares of Restricted Stock shall not be reduced if any shares are to
          be included in such underwriting for the account of any person other
          than the Company or requesting holders of Restricted Stock, and
          PROVIDED, FURTHER, HOWEVER, that in no event may less than one-third
          of the total number of shares of Common Shares to be included in such
          underwriting be made available for shares of Restricted Stock.
          Notwithstanding the foregoing provisions, the Company may withdraw any
          registration statement referred to in this Section 5 without thereby
          incurring any liability to the holders of Restricted Stock.

6.        REGISTRATION ON FORM S-3 OR F-3; SPECIAL PROVISION RELATING TO
          CANADIAN OFFERINGS. If at any time (i) a holder or holders of
          Preferred Shares or Restricted Stock request that the Company file a
          registration statement on Form S-3 or F-3 or any successors thereto
          for a public offering of all or any portion of the shares of
          Restricted Stock held by such requesting holder or holders, the
          reasonably anticipated aggregate price to the public of which would
          exceed U.S.$500,000, and (ii) the Company is a registrant entitled to
          use Form S-3 or F-3 or any successors thereto to register such shares,
          then the Company shall use its best efforts to register under the
          Securities Act on Form S-3 or F-3 or any successors thereto, for
          public sale in accordance with the method of disposition specified in
          such notice, the number of shares of Restricted Stock specified in
          such notice. Whenever the Company is required by this Section 6 to use
          its best efforts to effect the registration of Restricted Stock, each
          of the procedures and requirements of Section 4 (including but not
          limited to the requirement that the Company notify all holders of
          Restricted Stock from whom notice has not been received and provide
          them with the opportunity to participate in the offering) shall apply
          to such registration, PROVIDED, HOWEVER, that there shall be no
          limitation on the number of registrations on Form S-3 or F-3 which may
          be requested and obtained under this Section 6, and PROVIDED, FURTHER,
          HOWEVER, that the requirements contained in the first sentence of
          Section 4(a) shall not apply to any registration on Form S-3 or F-3
          which may be requested and obtained under this Section 6.

         In addition to the other registration rights herein, the Company hereby
         grants to the holders of Preferred Shares of the Company registration
         rights with respect to required, incidental and short-form
         registrations in Canada, which rights shall be substantially equivalent
         to those set forth in Sections 4, 5 and 6 of this Agreement with all
         appropriate changes in recognition of the differences between U.S. and
         Canadian offerings. The

<PAGE>


                                      -7-     Registration Rights Agreement


          other provisions of this Agreement shall also apply to such Canadian
          offerings and registration rights, again with appropriate changes.

7.       REGISTRATION PROCEDURES. If and whenever the Company is required by the
         provisions of Sections 4, 5 or 6 to use its best efforts to effect the
         registration of any shares of Restricted Stock under the Securities
         Act, the Company will, as expeditiously as possible:

         (a)      prepare and file with the Commission a registration statement
                  (which, in the case of an underwritten public offering
                  pursuant to Section 4, shall be on Form S-1, F-1 or F-10 or
                  other form of general applicability satisfactory to the
                  managing underwriter selected as therein provided) with
                  respect to such securities and use its best efforts to cause
                  such registration statement to become and remain effective for
                  the period of the distribution contemplated thereby
                  (determined as hereinafter provided);

         (b)      prepare and file with the Commission such amendments and
                  supplements to such registration statement and the prospectus
                  used in connection therewith as may be necessary to keep such
                  registration statement effective for the period specified in
                  paragraph (a) above and comply with the provisions of the
                  Securities Act with respect to the disposition of all
                  Restricted Stock covered by such registration statement in
                  accordance with the sellers' intended method of disposition
                  set forth in such registration statement for such period;

         (c)      furnish to each seller of Restricted Stock and to each
                  underwriter such number of copies of the registration
                  statement and the prospectus included therein (including each
                  preliminary prospectus) as such persons reasonably may request
                  in order to facilitate the public sale or other disposition of
                  the Restricted Stock covered by such registration statement;

         (d)      use its best efforts to register or qualify the Restricted
                  Stock covered by such registration statement under the
                  securities or "blue sky" laws of such jurisdictions as the
                  sellers of Restricted Stock or, in the case of an underwritten
                  public offering, the managing underwriter reasonably shall
                  request, PROVIDED, HOWEVER, that the Company shall not for any
                  such purpose be required to qualify generally to transact
                  business as a foreign corporation in any jurisdiction where it
                  is not so qualified or to consent to general service of
                  process in any such jurisdiction;

         (e)      use its best efforts to list the Restricted Stock covered by
                  such registration statement with any securities exchange on
                  which the Common Shares of the Company are then listed;

         (f)      immediately notify each seller of Restricted Stock and each
                  underwriter under such registration statement, at any time
                  when a prospectus relating thereto is required to be
                  delivered under the Securities Act or pursuant to Canadian
                  or provincial securities laws, of the happening of any event
                  of which the Company has knowledge as a result of which the
                  prospectus contained in such registration statement, as then
                  in effect, includes an untrue statement of a material fact
                  or

<PAGE>


                                      -8-     Registration Rights Agreement


                    omits to state a material fact required to be stated
                    therein or necessary to make the statements therein not
                    misleading in light of the circumstances then existing;

          (g)       if the offering is underwritten and at the request of any
                    seller of Restricted Stock, use its best efforts to furnish
                    on the date that Restricted Stock is delivered to the
                    underwriters for sale pursuant to such registration: (i) an
                    opinion dated such date of counsel representing the Company
                    for the purposes of such registration, addressed to the
                    underwriters and to such seller, stating that such
                    registration statement has become effective under the
                    Securities Act and that (A) to the best knowledge of such
                    counsel, no stop order suspending the effectiveness thereof
                    has been issued and no proceedings for that purpose have
                    been instituted or are pending or contemplated under the
                    Securities Act, (B) the registration statement, the related
                    prospectus and each amendment or supplement thereof comply
                    as to form in all material respects with the requirements of
                    the Securities Act (except that such counsel need not
                    express any opinion as to financial statements contained
                    therein) and (C) to such other effects as reasonably may be
                    requested by counsel for the underwriters or by such seller
                    or its counsel and (ii) a letter dated such date from the
                    independent public accountants retained by the Company,
                    addressed to the underwriters and to such seller, stating
                    that they are independent public accountants within the
                    meaning of the Securities Act and that, in the opinion of
                    such accountants, the financial statements of the Company
                    included in the registration statement or the prospectus, or
                    any amendment or supplement thereof, comply as to form in
                    all material respects with the applicable accounting
                    requirements of the Securities Act, and such letter shall
                    additionally cover such other financial matters (including
                    information as to the period ending no more than five
                    business days prior to the date of such letter) with respect
                    to such registration as such underwriters reasonably may
                    request; and

          (h)       make available for inspection by each seller of Restricted
                    Stock, any underwriter participating in any distribution
                    pursuant to such registration statement, and any attorney,
                    accountant or other agent retained by such seller or
                    underwriter, all financial and other records, pertinent
                    corporate documents and properties of the Company, and cause
                    the Company's officers, directors and employees to supply
                    all information reasonably requested by any such seller,
                    underwriter, attorney, accountant or agent in connection
                    with such registration statement.

         For purposes of Section 7(a) and 7(b) and of Section 4(c), the period
         of distribution of Restricted Stock in a firm commitment underwritten
         public offering shall be deemed to extend until each underwriter has
         completed the distribution of all securities purchased by it, and the
         period of distribution of Restricted Stock in any other registration
         shall be deemed to extend until the earlier of the sale of all
         Restricted Stock covered thereby and 120 days after the effective date
         thereof.

         In connection with each registration hereunder, the sellers of
         Restricted Stock will furnish to the Company in writing such
         information with respect to themselves and the proposed distribution by
         them as reasonably shall be necessary in order to assure compliance
         with federal and applicable state securities laws.

<PAGE>


                                      -9-     Registration Rights Agreement


          In connection with each registration pursuant to Sections 4, 5 or 6
          covering an underwritten public offering, the Company and each seller
          agree to enter into a written agreement with the managing underwriter
          selected in the manner herein provided in such form and containing
          such provisions as are customary in the securities business for such
          an arrangement between such underwriter and companies of the Company's
          size and investment stature.

8.        EXPENSES. All expenses incurred by the Company in complying with
          Sections 4, 5 and 6, including, without limitation, all registration
          and filing fees, printing expenses, fees and disbursements of counsel
          and independent public accountants for the Company, fees and expenses
          (including counsel fees) incurred in connection with complying with
          state securities or "blue sky" laws, fees of the National Association
          of Securities Dealers, Inc., transfer taxes, fees of transfer agents
          and registrars, costs of insurance and fees and disbursements of one
          counsel for the sellers of Restricted Stock, but excluding any Selling
          Expenses, are called "Registration Expenses". All underwriting
          discounts and selling commissions applicable to the sale of Restricted
          Stock are called "Selling Expenses".

          The Company will pay all Registration Expenses in connection with each
          registration statement under Sections 4, 5 or 6. All Selling Expenses
          in connection with each registration statement under Sections 4, 5 or
          6 shall be borne by the participating sellers in proportion to the
          number of shares sold by each, or by such participating sellers other
          than the Company (except to the extent the Company shall be a seller)
          as they may agree.

9.       INDEMNIFICATION AND CONTRIBUTION.

          (a)       In the event of a registration of any of the Restricted
                    Stock under the Securities Act pursuant to Sections 4, 5 or
                    6, the Company will indemnify and hold harmless each seller
                    of such Restricted Stock thereunder, each underwriter of
                    such Restricted Stock thereunder and each other person, if
                    any, who controls such seller or underwriter within the
                    meaning of the Securities Act, against any losses, claims,
                    damages or liabilities, joint or several, to which such
                    seller, underwriter or controlling 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 based upon any untrue
                    statement or alleged untrue statement of any material fact
                    contained in any registration statement under which such
                    Restricted Stock was registered under the Securities Act
                    pursuant to Sections 4, 5 or 6, any preliminary prospectus
                    or final prospectus contained therein, or any amendment or
                    supplement thereof, 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 not misleading, and will reimburse each
                    such seller, each such underwriter and each such controlling
                    person for any legal or other expenses reasonably incurred
                    by them in connection with investigating or defending any
                    such loss, claim, damage, liability or action, PROVIDED,
                    HOWEVER, that the Company will not be liable in any such
                    case if and to the extent that any such loss, claim, damage
                    or liability arises out of or is based upon an untrue
                    statement or alleged untrue statement or omission or alleged
                    omission so made in conformity with information furnished by
                    any such seller, any such underwriter or

<PAGE>


                                      -10-     Registration Rights Agreement


                    any such controlling person in writing specifically for use
                    in such registration statement or prospectus.

          (b)       In the event of a registration of any of the Restricted
                    Stock under the Securities Act pursuant to Sections 4, 5 or
                    6, each seller of such Restricted Stock thereunder,
                    severally and not jointly, will indemnify and hold harmless
                    the Company, each person, if any, who controls the Company
                    within the meaning of the Securities Act, each officer of
                    the Company who signs the registration statement, each
                    director of the Company, each underwriter and each person
                    who controls any underwriter within the meaning of the
                    Securities Act, against all losses, claims, damages or
                    liabilities, joint or several, to which the Company or such
                    officer, director, underwriter or controlling 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 based upon
                    any untrue statement or alleged untrue statement of any
                    material fact contained in the registration statement under
                    which such Restricted Stock was registered under the
                    Securities Act pursuant to Sections 4, 5 or 6, any
                    preliminary prospectus or final prospectus contained
                    therein, or any amendment or supplement thereof, 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 not misleading,
                    and will reimburse the Company and each such officer,
                    director, underwriter and controlling person for any legal
                    or other expenses reasonably incurred by them in connection
                    with investigating or defending any such loss, claim,
                    damage, liability or action, PROVIDED, HOWEVER, that such
                    seller will be liable hereunder in any such case if and only
                    to the extent that any such loss, claim, damage or liability
                    arises out of or is based upon an untrue statement or
                    alleged untrue statement or omission or alleged omission
                    made in reliance upon and in conformity with information
                    pertaining to such seller, as such, furnished in writing to
                    the Company by such seller specifically for use in such
                    registration statement or prospectus, and PROVIDED, FURTHER,
                    HOWEVER, that the liability of each seller hereunder shall
                    not in any event exceed the net proceeds received by such
                    seller from the sale of Restricted Stock covered by such
                    registration statement.

          (c)       Promptly after receipt by an indemnified party hereunder of
                    notice of the commencement of any action, such indemnified
                    party shall, if a claim in respect thereof is to be made
                    against the indemnifying party hereunder, notify the
                    indemnifying party in writing thereof, but the omission so
                    to notify the indemnifying party shall not relieve it from
                    any liability which it may have to such indemnified party
                    other than under this Section 9 and shall only relieve it
                    from any liability which it may have to such indemnified
                    party under this Section 9 if and to the extent the
                    indemnifying party is prejudiced by such omission. In case
                    any such action shall be brought against any indemnified
                    party and it shall notify the indemnifying party of the
                    commencement thereof, the indemnifying party shall be
                    entitled to participate in and, to the extent it shall wish,
                    to assume and undertake the defense thereof with counsel
                    satisfactory to such indemnified party, and, after notice
                    from the indemnifying party to such indemnified party of its
                    election so to assume and undertake the defense thereof, the
                    indemnifying party shall not be liable to such indemnified
                    party under this

<PAGE>


                                      -11-     Registration Rights Agreement

                    Section 9 for any legal expenses subsequently incurred by
                    such indemnified party in connection with the defense
                    thereof other than reasonable costs of investigation and of
                    liaison with counsel so selected, PROVIDED, HOWEVER, that,
                    if the defendants in any such action include both the
                    indemnified party and the indemnifying party and the
                    indemnified party shall have reasonably concluded that there
                    may be reasonable defenses available to it which are
                    different from or additional to those available to the
                    indemnifying party or if the interests of the indemnified
                    party reasonably may be deemed to conflict with the
                    interests of the indemnifying party, the indemnified party
                    shall have the right to select a separate counsel and to
                    assume such legal defenses and otherwise to participate in
                    the defense of such action, with the expenses and fees of
                    such separate counsel and other expenses related to such
                    participation to be reimbursed by the indemnifying party as
                    incurred.

          (d)       In order to provide for just and equitable contribution to
                    joint liability under the Securities Act in any case in
                    which either (i) any holder of Restricted Stock exercising
                    rights under this Agreement, or any controlling person of
                    any such holder, makes a claim for indemnification pursuant
                    to this Section 9 but it is judicially determined (by the
                    entry of a final judgment or decree by a court of competent
                    jurisdiction and the expiration of time to appeal or the
                    denial of the last right of appeal) that such
                    indemnification may not be enforced in such case
                    notwithstanding the fact that this Section 9 provides for
                    indemnification in such case, or (ii) contribution under the
                    Securities Act may be required on the part of any such
                    selling holder or any such controlling person in
                    circumstances for which indemnification is provided under
                    this Section 9; then, and in each such case, the Company and
                    such holder will contribute to the aggregate losses, claims,
                    damages or liabilities to which they may be subject (after
                    contribution from others) in such proportion so that such
                    holder is responsible for the portion represented by the
                    percentage that the public offering price of its Restricted
                    Stock offered by the registration statement bears to the
                    public offering price of all securities offered by such
                    registration statement, and the Company is responsible for
                    the remaining portion; PROVIDED, HOWEVER, that, in any such
                    case, (A) no such holder will be required to contribute any
                    amount in excess of the public offering price of all such
                    Restricted Stock offered by it pursuant to such registration
                    statement; and (B) no person or entity guilty of fraudulent
                    misrepresentation (within the meaning of Section 11(f) of
                    the Securities Act) will be entitled to contribution from
                    any person or entity who was not guilty of such fraudulent
                    misrepresentation.

10.      CHANGES IN COMMON SHARES OR PREFERRED SHARES. If, and as often as,
         there is any change in the Common Shares or the Preferred Shares by way
         of a stock split, stock dividend, combination or reclassification, or
         through a merger, consolidation, reorganization amalgamation, or
         recapitalization, or by any other means, appropriate adjustment shall
         be made in the provisions hereof so that the rights and privileges
         granted hereby shall continue with respect to the Common Shares or the
         Preferred Shares as so changed.

11.A     RULE 144 REPORTING. With a view to making available the benefits of
         certain rules and regulations of the Commission which may at any time
         permit the sale of the Restricted Stock to the public without
         registration, at all times after 90 days after any registration

<PAGE>


                                      -12-     Registration Rights Agreement


         statement covering a public offering of securities of the Company under
         the Securities Act shall have become effective, the Company agrees to:

         (a)      make and keep public information available, as those terms are
                  understood and defined in Rule 144 under the Securities Act;

         (b)      use its best efforts to file with the Commission in a timely
                  manner all reports and other documents required of the Company
                  under the Securities Act and the Exchange Act; and

         (c)      furnish to each holder of Restricted Stock forthwith upon
                  request a written statement by the Company as to its
                  compliance with the reporting requirements of such Rule 144
                  and of the Securities Act and the Exchange Act, a copy of the
                  most recent annual or quarterly report of the Company, and
                  such other reports and documents so filed by the Company as
                  such holder may reasonably request in availing itself of any
                  rule or regulation of the Commission allowing such holder to
                  sell any Restricted Stock without registration.

11.B      CANADIAN SECURITIES LAW REQUIREMENTS

          With a view to making available the benefits of certain rules and
          regulations of the Canadian Securities Laws that may at any time
          permit the sale of the Restricted Stock to the public without the
          filing of a Prospectus, once a public market exists for the Common
          Shares, the Corporation agrees to use all reasonable efforts to:

          (a)       make and keep public information available, as those terms
                    are understood and defined under the Securities Act
                    (Ontario), at all times after the date the Corporation
                    becomes a reporting issuer under Canadian Securities Laws;

          (b)       file with the appropriate Canadian Securities Laws
                    regulatory authorities in a timely manner all reports and
                    other documents required of the Corporation under Canadian
                    Securities Laws (at any time after the date that the
                    Corporation becomes a reporting issuer under Canadian
                    Securities Laws); and

          (c)       furnish to each holder of Restricted Stock forthwith upon
                    request (i) a written statement by the Corporation stating
                    that the Corporation is a reporting issuer and is not in
                    default of any requirement of Canadian Securities Laws (at
                    any time after the date that the Corporation becomes a
                    reporting issuer under Canadian Securities Laws), (ii) a
                    copy of the most recent annual or quarterly report of the
                    Corporation, and (iii) any other reports and documents of
                    the Corporation and other information in the possession of
                    or reasonably obtained by the Corporation as the holder of
                    Restricted Stock may reasonably request in order to avail
                    itself of any of the Canadian Securities Laws that allow
                    such holder to sell Restricted Stock without filing a
                    Prospectus.

12.      REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company represents
         and warrants to you as follows:

<PAGE>


                                      -13-     Registration Rights Agreement


          (a)       The execution, delivery and performance of this Agreement by
                    the Company have been duly authorized by all requisite
                    corporate action and will not violate any provision of law,
                    any order of any court or other agency of government, the
                    Articles or By-laws of the Company or any provision of any
                    indenture, agreement or other instrument to which it or any
                    or its properties or assets is bound, conflict with, result
                    in a breach of or constitute (with due notice or lapse of
                    time or both) a default under any such indenture, agreement
                    or other instrument or result in the creation or imposition
                    of any lien, charge or encumbrance of any nature whatsoever
                    upon any of the properties or assets of the Company.

          (b)       This Agreement has been duly executed and delivered by the
                    Company and constitutes the legal, valid and binding
                    obligation of the Company, enforceable in accordance with
                    its terms.

13.       MISCELLANEOUS.

          (a)       All covenants and agreements contained in this Agreement by
                    or on behalf of any of the parties hereto shall bind and
                    inure to the benefit of the respective successors and
                    assigns of the parties hereto (including without limitation
                    transferees of any Preferred Shares or Restricted Stock),
                    whether so expressed or not, PROVIDED, HOWEVER, that
                    registration rights conferred herein on the holders of
                    Preferred Shares or Restricted Stock shall only inure to the
                    benefit of a transferee of Preferred Shares or Restricted
                    Stock if (i) there is transferred to such transferee at
                    least 20% of the total shares of Restricted Stock originally
                    issued pursuant to the Purchase Agreements to the direct or
                    indirect transferor of such transferee or (ii) such
                    transferee is a partner, member, shareholder or affiliate of
                    a party hereto.

          (b)       All notices, requests, consents and other communications
                    hereunder shall be in writing and shall be delivered in
                    person, mailed by certified or registered mail, return
                    receipt requested, or sent by telecopier or telex, addressed
                    as follows:

                    (i)       if to the Company or any other party hereto, at
                              the address of such party set forth in the
                              Purchase Agreements;

                    (ii)      if to any subsequent holder of Preferred Shares or
                              Restricted Stock, to it at such address as may
                              have been furnished to the Company in writing by
                              such holder;

                    or, in any case, at such other address or addresses as shall
                    have been furnished in writing to the Company (in the case
                    of a holder of Preferred Shares or Restricted Stock) or to
                    the holders of Preferred Shares or Restricted Stock (in the
                    case of the Company) in accordance with the provisions of
                    this paragraph.

          (c)       This Agreement shall be governed by and construed in
                    accordance with the laws of the Province of Ontario and the
                    laws of Canada applicable therein. Each of the parties
                    hereby irrevocably attorns to the jurisdiction of the courts
                    of the Province of Ontario.

<PAGE>


                                      -14-     Registration Rights Agreement


          (d)       This Agreement may not be amended or modified, and no
                    provision hereof may be waived, without the written consent
                    of the Company and the holders of at least two-thirds of the
                    outstanding shares of Restricted Stock.

          (e)       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.

          (f)       The obligations of the Company to register shares of
                    Restricted Stock under Sections 4, 5 or 6 shall terminate on
                    the fifteenth anniversary of the date of this Agreement.

          (g)       If requested in writing by the underwriters for the initial
                    underwritten public offering of securities of the Company,
                    each holder of Restricted Stock who is a party to this
                    Agreement shall agree not to sell publicly any shares of
                    Restricted Stock or any other Common Shares (other than
                    shares of Restricted Stock or other Common Shares being
                    registered in such offering), without the consent of such
                    underwriters, for a period of not more than 180 days
                    following the date of the prospectus relating to the
                    Company's initial public offering or 90 days following the
                    effective date of the prospectus relating to any other
                    offering; PROVIDED, HOWEVER, that all persons entitled to
                    registration rights with respect to Common Shares who are
                    not parties to this Agreement, all other persons selling
                    shares of Common Shares in such offering, all persons
                    holding in excess of 1% of the capital stock of the Company
                    on a fully diluted basis and all executive officers and
                    directors of the Company shall also have agreed not to sell
                    publicly their Common Shares under the circumstances and
                    pursuant to the terms set forth in this Section 13(g).

          (h)       Notwithstanding the provisions of Section 7(a), the
                    Company's obligation to file a registration statement, or
                    cause such registration statement to become and remain
                    effective, shall be suspended for a period not to exceed 90
                    days in any 24-month period if there exists at the time
                    material non-public information relating to the Company
                    which, in the reasonable opinion of the Company, should not
                    be disclosed.

          (i)       The Company shall not grant to any third party any
                    registration rights more favorable than or inconsistent with
                    any of those contained herein, so long as any of the
                    registration rights under this Agreement remains in effect.

          (j)       If any provision of this Agreement shall be held to be
                    illegal, invalid or unenforceable, such illegality,
                    invalidity or unenforceability shall attach only to such
                    provision and shall not in any manner affect or render
                    illegal, invalid or unenforceable any other provision of
                    this Agreement, and this Agreement shall be carried out as
                    if any such illegal, invalid or unenforceable provision were
                    not contained herein.

<PAGE>


                                      -15-     Registration Rights Agreement


          Please indicate your acceptance of the foregoing by signing and
          returning the enclosed counterpart of this letter, whereupon this
          Agreement shall be a binding agreement between the Company and you.

                                        Very truly yours,

                                        CHANGEPOINT CORPORATION


                                         By:
                                             ----------------------------------
                                             Gerry Smith
                                         Title:   PRESIDENT
                                                -------------------------------


<PAGE>


                                      -16-     Registration Rights Agreement


         AGREED TO AND ACCEPTED as of the date first above written.

         Class A Purchasers named in Schedule 1 to the Class A Purchase
Agreements, and Schedule B Purchasers named in Schedule "B" hereto:



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


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


                                         Title:
                                               --------------------------------


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


                                         Title:
                                               --------------------------------

                                         GRIFFITHS MCBURNEY & PARTNERS
                                         as agent on behalf of the parties
                                         listed in Schedule "A" hereto


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


                                         Title:
                                               --------------------------------

<PAGE>


                                  SCHEDULE "A"

                     GRIFFITHS MCBURNEY CLASS "B" PURCHASERS



<PAGE>


                                  SCHEDULE "B"


                   NON-GRIFFITHS MCBURNEY CLASS "B" PURCHASERS

<TABLE>
<CAPTION>
---------------------------------------------------- ------------------------------------ ----------------------------
                                                               NO. OF CLASS B
SUBSCRIBER                                                    SHARES PURCHASED                  PURCHASE PRICE
<S>                                                  <C>                                  <C>
---------------------------------------------------- ------------------------------------ ----------------------------
---------------------------------------------------- ------------------------------------ ----------------------------
The VenGrowth Investment Fund Inc.                                 526,120                       $7,050,008.00

---------------------------------------------------- ------------------------------------ ----------------------------
---------------------------------------------------- ------------------------------------ ----------------------------
The VenGrowth II Investment Fund Inc.                              262,874                       $3,522,511.60

---------------------------------------------------- ------------------------------------ ----------------------------
---------------------------------------------------- ------------------------------------ ----------------------------
XDL Intervest Limited Partnership                                  451,455                       $6,049,500.00

---------------------------------------------------- ------------------------------------ ----------------------------
---------------------------------------------------- ------------------------------------ ----------------------------
XDL Intervest (USA) Limited Partnership                            87,705                        $1,175,250.00

---------------------------------------------------- ------------------------------------ ----------------------------
---------------------------------------------------- ------------------------------------ ----------------------------
XDL Intervest (EF) Limited Partnership                             20,541                         $275,250.00

---------------------------------------------------- ------------------------------------ ----------------------------
---------------------------------------------------- ------------------------------------ ----------------------------
Jayvee & Co.                                                       186,567                       $2,499,997.80

---------------------------------------------------- ------------------------------------ ----------------------------
---------------------------------------------------- ------------------------------------ ----------------------------
1359292 Ontario Ltd.                                                5,000                         $67,000.00

---------------------------------------------------- ------------------------------------ ----------------------------
</TABLE>