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                                                                    EXHIBIT 10.5

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                            [NOVATEL WIRELESS LOGO]




                              AMENDED AND RESTATED

                           INVESTORS' RIGHTS AGREEMENT






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                                  JUNE 30, 2000

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                             NOVATEL WIRELESS, INC.

                AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT


        This Amended and Restated Investors' Rights Agreement (this "Agreement")
is entered into as of June 30, 2000 by and among Novatel Wireless, Inc., a
Delaware Corporation (the "Corporation") and the persons identified on Exhibit A
attached hereto (the "Investors").

                                    RECITALS

        WHEREAS, certain of the Investors hold shares of the Corporation's
Series C Preferred Stock, par value $0.001 per share (the "Series C Preferred
Stock") and possess registration rights and information rights pursuant to the
Series C Preferred Stock Investors' Rights Agreement dated as of December 31,
1999 by and between the Corporation and such Investors (the "1999 Agreement");
and

        WHEREAS, the undersigned Investors who hold Series C Preferred Stock
desire to terminate the 1999 Agreement and to accept the rights created pursuant
hereto in lieu of the rights granted to them under the 1999 Agreement;

        WHEREAS, certain Investors and the Corporation are parties to the Series
D Convertible Preferred Stock and Warrant Purchase Agreement dated as of June
30, 2000 by and among the Corporation and such Investors (the "Series D
Agreement"); and

        WHEREAS, as a condition to the execution and delivery of the Series D
Agreement, the Corporation, each Investor and holders of at least a majority of
the Registrable Securities (as defined in the 1999 Agreement) and securities
convertible into or exercisable for Registrable Securities then outstanding,
must amend and restate the 1999 Agreement to include the Series D Investors;

        NOW, THEREFORE, in consideration of the mutual agreements, covenants and
conditions contained herein, the Investors who are parties to the 1999 Agreement
hereby agree that the 1999 Agreement shall be superseded and replaced in its
entirety by this Agreement, and the parties hereto further agree as follows:

                                   ARTICLE 1

                  RESTRICTIONS ON TRANSFER; REGISTRATION RIGHTS

        1.1 Definitions. As used in this Agreement:

               (a) "Closing" shall mean the date of the initial sale of shares
of the Corporation's Series D Preferred Stock pursuant to the Series D
Agreement.

               (b) "Common Stock" shall mean the Corporation's Common Stock, par
value $0.001 per share.


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               (c) "Exchange Act" means the Securities Exchange Act of 1934, as
amended, or any similar successor federal statute and the rules and regulations
thereunder, all as the same shall be in effect from time to time.

               (d) "Form S-3" means such form under the Securities Act as in
effect on the date hereof or any successor registration form under the
Securities Act subsequently adopted by the SEC which permits inclusion or
incorporation of substantial information by reference to other documents filed
by the Corporation with the SEC.

               (e) "Holder" means any Investor who holds Registrable Securities
and any holder of Registrable Securities to whom the registration rights
conferred by this Agreement have been validly transferred in compliance with
Sections 1.2 and 1.12 hereof.

               (f) "Initiating Holders" means any Holder or Holders who holds or
hold in the aggregate not less than 30% of the outstanding Registrable
Securities.

               (g) "Investors" means persons who purchased shares of Series D
Preferred Stock pursuant to the Series D Agreement or who possessed registration
rights pursuant to the 1999 Agreement immediately prior to its termination
hereunder.

               (h) "Other Stockholders" means persons other than the Holders
who, by virtue of agreements with the Corporation, are entitled to include their
securities in certain registrations hereunder.

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

               (j) "Registrable Securities" means (1) the Common Stock issuable
or issued upon conversion of the Series C Preferred Stock, conversion of the
Series D Preferred Stock or exercise of the Warrants, and (2) any Common Stock
of the Corporation issued as (or issuable upon the conversion or exercise of any
warrant, right or other security which is issued as) a dividend or other
distribution with respect to, or in exchange for or in replacement of the shares
referenced in (1) above, excluding in all cases, however, any Registrable
Securities which have been sold to the public either pursuant to a registration
statement filed pursuant to the Securities Act or Rule 144 adopted thereunder,
or which have been sold in a private transaction in which the transferor's
rights under this Agreement are not assigned.

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

               (l) "Restricted Securities" means any Registrable Securities
required to bear the legend set forth in Section 1.2 hereof.


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               (m) "Rule 144" means Rule 144 as promulgated by the SEC under the
Securities Act, as such Rule may be amended from time to time, or any similar
successor rule that may be promulgated by the SEC.

               (n) "Rule 145" means Rule 145 as promulgated by the SEC under the
Securities Act, as such Rule may be amended from time to time, or any similar
successor rule that may be promulgated by the SEC.

               (o) "SEC" means the Securities and Exchange Commission or any
other federal agency at the time administering the Securities Act.

               (p) "Securities Act" means the Securities Act of 1933, as
amended, or any similar federal statute, and the rules and regulations of the
Securities and Exchange Commission thereunder, all as the same shall be in
effect at the time.

               (q) "Series C Agreement" means the Series C Convertible Preferred
Stock and Warrant Purchase Agreement dated December 31, 1999 between the
Corporation and certain of the Investors.

               (r) "Series D Preferred Stock" means the shares of the
Corporation's Series D Convertible Preferred Stock, par value $0.001 per share.

               (s) "Warrants" means the 5-year warrants to purchase Common Stock
at an exercise price of $10.00 per share, granted pursuant to the Series C
Agreement and the 5-year warrants to purchase Common Stock at an exercise price
of $17.25 per share, granted pursuant to the Series D Agreement.

        1.2 Restrictions on Transfer.

               (a) Each Holder agrees not to make any disposition of all or any
portion of the Registrable Securities unless and until the transferee has agreed
in writing for the benefit of the Corporation to be bound by this Section 1.2
(unless such disposition of Registrable Securities is to the general public),
provided and to the extent such Section is then applicable, and:

                      (i) there is then in effect a registration statement under
        the Securities Act covering such proposed disposition and such
        disposition is made in accordance with such registration statement; or

                      (ii) unless such disposition of Registrable Securities is
        to the general public, (A) such Holder shall have notified the
        Corporation of the proposed disposition and shall have furnished the
        Corporation with a detailed statement of the circumstances surrounding
        the proposed disposition, and (B) if reasonably requested by the
        Corporation, such Holder shall have furnished the Corporation with an
        opinion of counsel, reasonably satisfactory to the Corporation, that
        such disposition will not require registration of such shares under the
        Securities Act, provided that the requirements of this Section
        1.2(a)(ii) shall not apply to a disposition made in compliance with Rule
        144A under the Securities Act if, before or contemporaneously with such
        disposition, the Holder supplies the Corporation with a written
        certificate describing the disposition and certifying that it is


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        made in compliance with Rule 144A under the Securities Act and with the
        transferee's written agreement to be bound by Section 1.2 hereof.

                      (iii) Notwithstanding the provisions of paragraphs (i) and
        (ii) above, no such registration statement or opinion of counsel shall
        be necessary for a transfer by a Holder which is (A) a partnership to
        its partners or retired partners in accordance with their partnership
        interests, (B) a corporation to its shareholders in accordance with
        their interests in the corporation, (C) a limited liability company to
        its members or former members in accordance with their interest in the
        limited liability company, (D) to the Holder's family member or trust
        for the benefit of an individual Holder, or (E) to the Holder's
        affiliates, provided in each of the above cases, that the transferee
        will be subject to the terms of this Section 1.2 to the same extent as
        if such transferee were an original Holder hereunder.

               (b) Each certificate representing Registrable Securities shall
(unless otherwise permitted by the provisions of this Agreement) be stamped or
otherwise imprinted with a legend substantially similar to the following (in
addition to any legend required under applicable state securities laws):

                   THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
                   UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT
                   BE SOLD OR TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED
                   UNLESS AND UNTIL REGISTERED UNDER SUCH ACT OR UNLESS THE
                   CORPORATION HAS RECEIVED AN OPINION OF COUNSEL OR OTHER
                   EVIDENCE, SATISFACTORY TO THE CORPORATION AND ITS COUNSEL,
                   THAT SUCH REGISTRATION IS NOT REQUIRED.

               (c) The Corporation shall be obligated to reissue promptly
unlegended certificates at the request of any Holder thereof if the Holder shall
have obtained an opinion of counsel at such Holder's expense (which counsel may
be counsel to the Corporation) reasonably acceptable to the Corporation to the
effect that the securities proposed to be disposed of may lawfully be so
disposed of without registration, qualification or legend. If such disposition
is to the general public (either through a registration or pursuant to Rule 144
under the Securities Act), then the Corporation shall obtain an opinion of
counsel at the corporation's expense, (provided the Corporation is provided with
the supporting documentation and information deemed necessary by such counsel),
to the effect that the legend may be removed and shall deliver such opinion to
the transfer agent for the common stock.

               (d) Any legend endorsed on an instrument pursuant to applicable
state securities laws and the stop-transfer instructions with respect to such
securities shall be removed upon receipt by the Corporation of an order of the
appropriate blue sky authority authorizing such removal.


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        1.3 Demand Registration.

               (a) Request for Registration. If the Corporation shall receive
from Initiating Holders at any time or times not earlier than the earlier of (i)
two years after the date of the 1999 Agreement (in the case of Initiating
Holders who are Holders of Series C Preferred Stock) and two years after the
date of this Agreement (in the case of Initiating Holders who are Holders of
Series D Preferred Stock), or (ii) one year after the effective date of the
first registration statement filed by the Corporation covering an underwritten
public offering of securities of the Corporation to the general public ("IPO")
(other than a registration statement relating either to the sale of securities
to employees of the Corporation pursuant to a stock option, stock purchase or
similar plan or a SEC Rule 145 transaction), a written request (a "Registration
Request") that the Corporation file a registration statement under the
Securities Act covering all or a portion of the Registrable Securities the
aggregate proceeds of which exceed $7,500,000, then the Corporation shall (i)
within 10 days of the receipt thereof, give written notice of such request to
all other Holders, and (ii) subject to the limitations in Section 1.3(b), as
soon as practicable use its best efforts to effect such registration under the
Securities Act of all Registrable Securities which the Holders specify in a
written request received by the Corporation within 10 days of the mailing or
delivery of such notice by the Corporation.

               (b) Limitations on Registration. Notwithstanding any provision of
this Agreement, the Corporation shall not be obligated to effect, or to take any
action to effect, any such registration pursuant to this Section 1.3:

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

                      (ii) After the Corporation has initiated two (2) such
        registrations pursuant to Section 1.3 (counting for these purposes only
        registrations which have been declared or ordered effective);

                      (iii) If the Corporation shall furnish to Holders
        requesting a registration statement pursuant to this Agreement, a
        certificate signed by the President of the Corporation stating that in
        the good faith judgment of the Board of Directors of the Corporation, it
        would be seriously detrimental to the Corporation and its stockholders
        for such registration statement to be filed at the time requested, and
        it is therefore necessary to defer the filing of such registration
        statement, the Corporation shall have the right to defer such filing and
        notice, as otherwise required under this Agreement, for a period of not
        more than 180 days after receipt of the request of the Initiating
        Holders; provided, however, that the Corporation may not utilize this
        right more than once in any 12 month period; or

                      (iv) During the period starting with the date 60 days
        prior to the Corporation's good faith estimated date of filing of, and
        ending on the date 180 days immediately following the effective date of,
        any registration statement pertaining to securities of the Corporation,
        including any securities registered pursuant to Section 1.3


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        (other than a registration of securities in a Rule 145 transaction or
        with respect to a stock or option plan or other employee benefit plan),
        provided that the Corporation is actively employing in good faith all
        reasonable efforts during such period to cause such registration
        statement to become effective and provided that the Holders of
        Registrable Securities were entitled to request inclusion of their
        Registrable Securities to the extent they are otherwise entitled to
        pursuant to the terms of this Agreement;

                      (v) If the Initiating Holders propose to dispose of shares
        of Registrable Securities which may be immediately registered on Form
        S-3 pursuant to a request made under Section 1.5 hereof;

                      (vi) If the Initiating Holders do not request that such
        offering be firmly underwritten by underwriters selected by the
        Initiating Holders (subject to the consent of the Corporation, which
        consent shall not be unreasonably withheld);

                      (vii) If the Corporation and the Initiating Holders are
        unable to obtain the commitment of the underwriter described in clause
        (vi) above to firmly underwrite the offer.

               The registration statement filed pursuant to the request of the
Initiating Holders may, subject to the provisions of Sections 1.3(d) and 1.13
hereof, include other securities of the Corporation, with respect to which
registration rights have been granted, and may include securities of the
Corporation sold for the account of the Corporation.

               (c) Underwriting. The right of any Holder to registration
pursuant to Section 1.3 shall be conditioned upon such Holder's participation in
such underwriting and the inclusion of such Holder's Registrable Securities in
the underwriting (unless otherwise mutually agreed by a majority in interest of
the Initiating Holders and such Holder with respect to such participation and
inclusion) to the extent provided herein. A Holder may elect to include in such
underwriting all or a part of the Registrable Securities such Holder holds.

               (d) Procedures. If the Corporation shall request inclusion in any
registration pursuant to Section 1.3 of securities being sold for its own
account, or if other persons shall request inclusion in any registration
pursuant to Section 1.3, the Initiating Holders shall, on behalf of all Holders,
offer to include such securities in the underwriting and may condition such
offer on their acceptance of the further applicable conditions of this Article 1
(including Section 1.11). The Corporation shall (together with all Holders and
other persons proposing to distribute their securities through such
underwriting) enter into an underwriting agreement in customary form with the
representative of the underwriter or underwriters selected for such underwriting
by a majority in interest of the Initiating Holders, which underwriters are
reasonably acceptable to the Corporation. Notwithstanding any other provision of
this Agreement, if the representative of the underwriters advises the Initiating
Holders in writing that marketing factors require a limitation on the number of
shares to be underwritten, the number of shares to be included in the
underwriting or registration shall be allocated, first, to the holders of
Registrable Securities pro rata on the basis of the number of Registrable
Securities that would be sold by such Holders, and second, as set forth in
Section 1.13 hereof. If a person who has requested inclusion in such
registration as provided above does not agree to the terms of any such
underwriting, such person


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shall be excluded therefrom by written notice from the Corporation, the
underwriter or the Initiating Holders. The securities so excluded shall also be
withdrawn from registration. If shares are so withdrawn from registration and if
the number of shares to be included in such registration was previously reduced
as a result of marketing factors pursuant to this Section 1.3 or otherwise, then
the Corporation shall offer to all holders who have retained rights to include
securities in the registration the right to include additional securities in the
registration in an aggregate amount equal to the number of shares so withdrawn,
with such shares to be allocated among such Holders requesting additional
inclusion in accordance with this Section 1.3.

        1.4 Corporation Registration.

               (a) If at any time after the effective date of the first
registration statement filed by the Corporation covering an underwritten public
offering of securities of the Corporation to the general public, the Corporation
determines to register (including for this purpose a registration effected by
the Corporation for stockholders other than the Holders) any of its stock or
other equity securities under the Securities Act in connection with the public
offering of such securities (other than a registration relating solely to
employee benefit plans, or a registration relating to a corporate reorganization
or other transaction on Form S-4, or a registration on any form which does not
permit secondary sales or does not include substantially the same information as
would be required to be included in a registration statement covering the sale
of the Registrable Securities), the Corporation shall (i) promptly give each
Holder written notice of such registration and (ii) use its best efforts to
include in such registration, subject to the provisions of Section 1.4(b) below,
and in any underwriting involved therein, all the Registrable Securities
specified in a written request or requests made by any Holder and received by
the Corporation within ten (10) days after the written notice from the
Corporation described in clause (i) above is mailed or delivered by the
Corporation. Notwithstanding the foregoing, should the Corporation, prior to the
sale of any shares pursuant to a registration statement described above in this
Section 1.4, decide to deregister or not proceed with such offering, the
Corporation shall have no further obligation to the Holders with respect to such
offering or registration except to promptly notify them of its decision.

               (b) Underwriting. If the registration of which the Corporation
gives notice is for a registered public offering involving an underwriting, the
Corporation shall so advise the Holders as part of the written notice given
pursuant to Section 1.4(a). In such event, the right of any Holder to
registration pursuant to this Section 1.4 shall be conditioned upon such
Holder's participation in such underwriting and the inclusion of such Holder's
Registrable Securities in the underwriting to the extent provided herein. All
Holders proposing to distribute their securities through such underwriting shall
(together with the Corporation and the other holders of securities of the
Company with registration rights to participate therein distributing their
securities through such underwriting) enter into an underwriting agreement in
customary form with the representative of the underwriter or underwriters
selected by the Corporation.

               Notwithstanding any other provision of this Section 1.4, if the
representative of the underwriters advises the Corporation in writing that
marketing factors require a limitation on the number of shares to be
underwritten, the representative may, subject to the limitations set forth
below, exclude all Registrable Securities from, or limit the number of
Registrable Securities to be included in, the registration and underwriting. The
Corporation shall so advise


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all holders of securities requesting registration, and the number of shares of
securities that are entitled to be included in the registration and underwriting
shall be allocated as set forth in Section 1.13. If any person does not agree to
the terms of any such underwriting, such person shall be excluded therefrom by
written notice from the Corporation or the underwriter. Any Registrable
Securities or other securities excluded or withdrawn from such underwriting
shall be withdrawn from such registration.

               If shares are so withdrawn from the registration and if the
number of shares of Registrable Securities to be included in such registration
was previously reduced as a result of marketing factors, the Corporation shall
then offer to all persons who have retained the right to include securities in
the registration the right to include additional securities in the registration
in an aggregate amount equal to the number of shares so withdrawn, with such
shares to be allocated among the persons requesting additional inclusion in
accordance with Section 1.13 hereof.

        1.5 Form S-3 Registration. If, after the Corporation has qualified for
registration on Form S-3 or any comparable or successor form after its IPO, the
Corporation shall receive from any Holder or Holders a written request or
requests that the Corporation effect a registration on Form S-3 and any related
qualification or compliance with respect to all or a part of the Registrable
Securities owned by such Holder or Holders (such request shall be in writing and
shall state the number of shares of Registrable Securities to be disposed of and
the intended methods of disposition by such Holder or Holders), the Corporation
will:

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

               (b) as soon as practicable, use its best efforts to effect such
registration and all such qualifications and compliances as may be so requested
and as would permit or facilitate the sale and distribution of all or such
portion of such Holder's or Holders' Registrable Securities as are specified in
such request, together with all or such portion of the Registrable Securities of
any other Holder or Holders joining in such request as are specified in a
written request given within 10 days after receipt of such written notice from
the Corporation; provided, however, that the Corporation shall not be obligated
to effect any registration, qualification or compliance (i) if Form S-3 is not
available for such offering by the Holders; (ii) if the Holders, together with
the holders of any other securities of the Corporation entitled to inclusion in
such registration, propose to sell Registrable Securities and such other
securities (if any) at an aggregate price to the public of less than $1,000,000;
(iii) if the Corporation shall furnish to the Holders a certificate signed by
the President of the Corporation stating that in the good faith judgment of the
Board of Directors of the Corporation, it would be seriously detrimental to the
Corporation and its stockholders for such Form S-3 registration to be effected
at such time, in which event the Corporation shall have the right to defer the
filing of the Form S-3 registration statement for a period of not more than 180
days after receipt of the request of the Holder or Holders under this Section
1.5; provided, however, that the Corporation shall not utilize this right more
than once in any 12 month period; (iv) in the circumstances described in clauses
(i) and (iv) of Section 1.3(b) hereof; or (v) if the Corporation has, within the
12-month period preceding the date of such request, already effected one such
registration on Form S-3 in such period.


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               (c) If a request complying with the requirements of Section
1.5(a) hereof is delivered to the Corporation, the provisions of Section
1.3(b)(i), (iii) and (iv) hereof shall apply to such registration. If the
registration is for an underwritten offering, the provisions of Section 1.3(c)
and (d) hereof shall apply to such registration.

               (d) Notwithstanding Section 1.7 of this Agreement, the
Corporation shall be required to pay the Registration Expenses in connection
with only two (2) registrations pursuant to this Section 1.5 and the Holders
shall pay the Registration Expenses in connection with any additional
registrations pursuant to this Section 1.5.

        1.6 Obligations of the Corporation. Whenever required under this
Agreement to effect the registration of any Registrable Securities, the
Corporation shall promptly use its best efforts to:

               (a) Prepare and file with the SEC a registration statement with
respect to such Registrable Securities and use its best efforts to cause such
registration statement to become effective, and upon the request of the Holders
of a majority of the Registrable Securities registered thereunder, keep such
registration statement effective for up to 120 days or until the Holder or
Holders have completed the distribution described in the registration relating
thereto, whichever first occurs; provided however, that (i) such 120-day period
shall be extended for a period of time equal to the period the Holder refrains
from selling any securities included in such registration at the request of an
underwriter of Common Stock (or other securities) of the Corporation; and (ii)
in the case of any registration of Registrable Securities on Form S-3 which are
intended to be offered on a continuous or delayed basis, such 120-day period
shall be extended, if necessary, to keep the registration statement effective
until all such Registrable Securities are sold, however, in no event longer than
one year from the effective date of the registration statement and provided that
Rule 145, or any successor rule under the Securities Act, permits an offering on
a continuous or delayed basis, and provided further that applicable rules of the
Securities Act governing the obligation to file a post-effective amendment
permit, in lieu of filing a post-effective amendment that (I) included any
prospectus required by Section 10(a)(3) of the Securities Act or (II) reflects
facts or events representing a material or fundamental change in the information
set forth in the registration statement, the incorporation by reference of
information required to be included in (I) and (II) above to be contained in
periodic reports filed pursuant to Section 13 or 15(d) of the Exchange Act in
the registration statement.

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

               (c) Furnish to the Holders such number of prospectuses, including
a preliminary prospectus, in conformity with the requirements of the Securities
Act, and such other documents, records and information as they may reasonably
request in order to facilitate the disposition of Registrable Securities held by
them.


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               (d) Register and qualify the securities covered by such
registration statement under such other securities or Blue Sky laws of such
jurisdictions as shall be reasonably requested by the Holders, provided that the
Corporation shall not be required in connection therewith or as a condition
thereto to qualify to do business or to file a general consent to service of
process in any such states or jurisdictions.

               (e) In the event of any underwritten public offering, enter into
and perform its obligations under an underwriting agreement, in usual and
customary form, with the managing underwriter of such offering. Each Holder
participating in such underwriting shall also enter into and perform its
obligations under such an agreement.

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

               (g) Cause such Registrable Securities registered pursuant hereto
to be listed on each securities exchange on which similar securities issued by
the Corporation are then listed.

               (h) Provide a transfer agent and registrar for all Registrable
Securities not later than the effective date of such registration.

               (i) Permit any Holder of Registrable Securities which, in its
reasonable judgment, might be deemed to be an underwriter or a controlling
person of the Corporation, to participate in the preparation of such
registration statement or comparable statement.

               (j) Otherwise use its best efforts to comply with all applicable
rules and regulations of the SEC, and make available to its security holders, as
soon as reasonably practicable, an earnings statement covering the period of at
least twelve months, but not more than eighteen months, beginning with the first
month after the effective date of the Registration Statement, which earnings
statement shall satisfy the provisions of Section 11(a) of the Securities Act.

               (k) Obtain a cold comfort letter from the Corporation's
independent public accountants in customary form and covering such matters of
the type customarily covered by cold comfort letters with respect to the
financial statements and certain financial information contained in the
registration statement as the holders of a majority of the Registrable
Securities being sold reasonably request (provided that such Registrable
Securities constitute at least 10% of the securities covered by such
registration statement).

        In the event of the issuance by the SEC of any stop order suspending the
effectiveness of a registration statement, any order preventing or suspending
the use of any preliminary prospectus, or of the suspension of the qualification
of securities for offering or sale in any jurisdiction, the Corporation will
make reasonable efforts to obtain the withdrawal of such order or suspension.


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        1.7 Expenses of Registration. The Corporation shall bear and pay all
expenses incurred in effecting any registration, filing or qualification of
Registrable Securities with respect to both registrations pursuant to Sections
1.3, all of the registrations pursuant to Section 1.4, and two (2) registrations
pursuant to Section 1.5, which expenses shall include all registration, filing,
and qualification fees, printers' and accounting fees relating thereto and the
reasonable fees and disbursements of one counsel (in the case of registrations
pursuant to Section 1.3) for the selling Holders ("Registration Expenses").
Notwithstanding the foregoing, all underwriting discounts, selling commissions
and stock transfer taxes relating to the registration of Registrable Securities
and fees and disbursements of counsel for any Holder (other than the reasonable
fees and disbursements of one counsel included in the foregoing sentence) shall
be borne by the Holders of such securities pro rata on the basis of the number
of shares of securities so registered on their behalf, as shall any other
expenses in connection with the registration required to be borne by the Holders
of such securities.

        1.8 Indemnification.

               (a) To the extent permitted by law, the Corporation will
indemnify and hold harmless each Holder, any underwriter (as defined in the
Securities Act) for such Holder and each person, if any, who controls such
Holder or underwriter within the meaning of the Securities Act or the Exchange
Act, with respect to which registration, qualification has been effected
pursuant to this Agreement, against any losses, claims, damages, or liabilities
(joint or several) to which they may become subject under the Securities Act,
the Exchange Act or other federal or state law, insofar as such losses, claims,
damages, or liabilities (or actions in respect thereof) arise out of or are
based upon any of the following statements, omissions or violations
(collectively a "Violation"): (i) any untrue statement or alleged untrue
statement of a material fact contained in such registration statement, including
any preliminary prospectus or final prospectus contained therein or any
amendments or supplements thereto, (ii) the omission or alleged omission to
state therein a material fact required to be stated therein, or necessary to
make the statements therein not misleading, or (iii) any violation or alleged
violation by the Corporation of the Securities Act or any rule or regulation
thereunder applicable to the Corporation and relating to action or inaction
required of the Corporation in connection with any such registration,
qualification or compliance; and the Corporation will reimburse each such
Holder, underwriter or controlling person, for any legal and other expenses
reasonably incurred by them in connection with investigating or defending any
such loss, claim, damage, liability, or action; provided, however, that the
indemnity agreement contained in this Section 1.8(a) shall not apply to amounts
paid in settlement of any such loss, claim, damage, liability, or action if such
settlement is effected without the consent of the Corporation, which consent
shall not be unreasonably withheld, nor shall the Corporation be liable in any
such case for any such loss, claim, damage, liability, or action to the extent
that it arises out of or is based upon a Violation based upon written
information furnished specifically for use in connection with such registration
by any such Holder, underwriter or controlling person; and provided further,
that reimbursement by the Corporation of attorneys' fees incurred by Holders or
such controlling persons in investigating or defending any such loss, claim,
damage, liability or action, shall be limited to fees of one counsel
representing such Holders and controlling persons jointly.

               (b) To the extent permitted by law, each Holder will indemnify
and hold harmless the Corporation, each of its directors, each of its officers
who has signed the


                                       11
<PAGE>   13

registration statement, each person, if any, who controls the Corporation within
the meaning of the Securities Act, each underwriter of the Corporation's
securities covered by such a registration statement, any other Holder selling
securities in such registration statement and any controlling person of any such
underwriter or other Holder, against any losses, claims, damages, or liabilities
(joint or several) to which any of the foregoing persons may become subject,
under the Securities Act, the Exchange Act or other federal or state law,
insofar as such losses, claims, damages, or liabilities (or actions in respect
thereto) arise out of or are based upon any Violation, in each case to the
extent (and only to the extent) that such Violation occurs in reliance upon and
in conformity with written information furnished by such Holder expressly for
use in connection with such registration; and each such Holder will reimburse
the Corporation and each such person for any legal and other expenses reasonably
incurred in connection with investigating or defending any such loss, claim,
damage, liability, or action; provided, however, that the indemnity agreement
contained in this Section 1.8(b) shall not apply to amounts paid in settlement
of any such loss, claim, damage, liability or action if such settlement is
effected without the consent of the Holder, which consent shall not be
unreasonably withheld, and provided further that no Holder shall have any
liability under this Section 1.8(b) in excess of the gross proceeds received by
such Holder in the relevant offering.

               (c) Each party entitled to indemnification under this Section 1.8
(the "Indemnified Party") shall give written notice to the party required to
provide indemnification (the "Indemnifying Party") promptly after receipt by
such Indemnified Party of the commencement of any claim for which indemnity may
be sought, and the Indemnifying Party shall have the right to participate in,
and, to the extent the Indemnifying Party so desires, jointly with any other
Indemnifying Party similarly notified, to assume the defense thereof with
counsel mutually satisfactory to the parties; provided, however, that an
Indemnified Party (together with all other Indemnified Parties that may be
represented without conflict by one counsel) shall have the right to retain its
own counsel, with the fees and expenses to be paid by the Indemnifying Party, if
representation of such Indemnified Party by the counsel retained by the
Indemnifying Party would be inappropriate due to actual or potential differing
interests between such Indemnified Party and any other party represented by such
counsel in such proceeding. The failure to deliver written notice to the
Indemnifying Party, as provided herein, to the extent materially prejudicial to
the Indemnifying Party's ability to defend such action, shall relieve such
Indemnifying Party of any liability to the Indemnified Party under this Section
1.8, but the omission so to deliver written notice to the Indemnifying Party
will not relieve it of any liability that it may have to any Indemnified Party
otherwise than under this Section 1.8.

               (d) If the indemnification provided for in this Section 1.8 is
held by a court of competent jurisdiction to be unavailable to an Indemnified
Party with respect to any loss, claim, damage or liability, or expense referred
to therein, then the Indemnified Party, in lieu of indemnifying such Indemnified
Party hereunder, shall contribute to the amount paid or payable by such
Indemnified Party as a result of such loss, claim, damage, liability or expense
in such proportion as is appropriate to reflect the relative fault of the
Indemnifying Party on the one hand and of the Indemnified Party on the other in
connection with the statements or omissions that resulted in such loss, claim,
damage, liability or expense as well as any other relevant equitable
considerations. The relative fault of the Indemnifying Party and of the
Indemnified Party shall be determined by reference to, among other things,
whether the Violation or alleged Violation relates to information supplied by
the Indemnifying Party or by the Indemnified Party and the


                                       12
<PAGE>   14

parties' relative intent, knowledge, access to information, and the opportunity
to correct or prevent such Violation.

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

        1.9 Furnish Information. It shall be a condition precedent to the
obligations of the Corporation to take any action pursuant to this Agreement
with respect to the Registrable Securities of any selling Holder that such
Holder shall furnish to the Corporation such information regarding itself, the
Registrable Securities held by it, and the intended method of distribution of
such securities as the Corporation may reasonably request and as shall be
reasonably required in connection with any registration, qualification or
compliance referred to in this Agreement.

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

               (a) Make and keep public information available, as those terms
are understood and defined in Rule 144 under the Securities Act, at all times
from and after 90 days after the effective date of the first registration
statement under the Securities Act filed by the Corporation for the offering of
its equity securities to the general public,

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

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

        1.11 "Market Stand-Off" Agreement. Each Holder hereby agrees that,
during the period (not to exceed 180 days in the case of an IPO and 90 days in
all other cases) specified by the Corporation and an underwriter of Common Stock
or other securities of the Corporation, following the effective date of a
registration statement of the Corporation filed under the


                                       13
<PAGE>   15

Securities Act, it shall not, to the extent requested by the Corporation and
such underwriter, sell or otherwise transfer or dispose of (other than to
transferees who agree to be similarly bound) any Common Stock held by it at any
time during such period except Common Stock included in such registration,
including Common Stock acquired by such Holder in the public offering registered
on such Registration Statement; provided however, that:

               (a) such agreement shall be applicable only to registration
statements of the Corporation which cover Common Stock (or other securities) to
be sold on its behalf to the public in a bona fide firm commitment underwritten
offering; and

               (b) all officers and directors of the Corporation, all other
persons with registration rights (whether or not pursuant to this Agreement) and
all holders of one percent (1%) or more of the equity or voting power of the
Corporation, enter into similar agreements.

        In order to enforce the foregoing covenant, the Corporation may impose
stop-transfer instructions with respect to the Registrable Securities of each
Investor (and the shares or securities of every other person subject to the
foregoing restriction) until the end of such 180-day period.

        1.12 Transfer or Assignment of Registration Rights. The rights to cause
the Corporation to register securities granted to a Holder by the Corporation
under this Agreement may be transferred or assigned by a Holder only to a
transferee or assignee, who together with its affiliates hold not less than five
percent (5%) of Registrable Securities (as presently constituted and subject to
subsequent adjustments for stock splits, stock dividends, reverse stock splits,
and the like), provided that the Corporation is given written notice at the time
of or within a reasonable time after such transfer or assignment, stating the
name and address of the transferee or assignee and identifying the securities
with respect to which such registration rights are being transferred or
assigned, and provided further, that the transferee or assignee of such rights
assumes the obligations of such Holder under this Agreement.

        1.13 Allocation of Registration Opportunities. Subject to Section 1.3,
in any circumstance in which all of the Registrable Securities and other shares
of Common Stock of the Corporation (including shares of Common Stock issued or
issuable upon conversion of any currently issued or unissued series of Preferred
Stock of the Corporation) with registration rights (the "Other Shares")
requested to be included in a registration on behalf of the Holders or other
selling stockholders cannot be so included as a result of limitations of the
aggregate number of shares of Registrable Securities and Other Shares that may
be so included, the number of shares of Registrable Securities and Other Shares
that may be so included shall be allocated among the Holders and other selling
stockholders requesting inclusion of shares pro rata on the basis of the number
of shares of Registrable Securities and Other Shares that would be held by such
Holders and other selling stockholders, assuming conversion; provided however,
that such allocation shall not operate to reduce the aggregate number of
Registrable Securities and Other Shares to be included in such registration if
any Holder or other selling stockholder does not request inclusion of the
maximum number of shares of Registrable Securities and Other Shares allocated to
him pursuant to the above-described procedure, in which case the remaining
portion of his allocation shall be reallocated among those requesting Holders
and other selling stockholders whose allocations did not satisfy their requests
pro rata on the basis of the number of shares of


                                       14
<PAGE>   16

Registrable Securities and Other Shares which would be held by such Holders and
other selling stockholders, assuming conversion, and this procedure shall be
repeated until all of the shares of Registrable Securities and Other Shares
which may be included in the registration on behalf of the Holders and other
selling stockholders have been so allocated. The Corporation shall not limit the
number of Registrable Securities to be included in a registration pursuant to
this Agreement in order to include shares held by stockholders with no
registration rights.

        1.14 Delay of Registration. No Holder shall have any right to take any
action to restrain, enjoin or otherwise delay any registration as a result of
any controversy that might arise with respect to the interpretation or
implementation of this Agreement.

        1.15 Termination of Registration Rights.

               (a) Except as set forth in subparagraph (b) below, the right of
any Holder to request registration or inclusion in any registration pursuant to
this Agreement shall terminate on the closing of the first Corporation-initiated
registered public offering of Common Stock of the Corporation, if all shares of
Registrable Securities held or entitled to be held upon conversion by such
Holder may immediately be sold under Rule 144 during any 90-day period, or the
earlier of (i) such date after the closing of the first Corporation-initiated
registered public offering of Common Stock of the Corporation as all shares of
Registrable Securities held or entitled to be held upon conversion by such
Holder may immediately be sold under Rule 144 during any 90-day period and (ii)
3 years after the closing of the first Corporation-initiated registered public
offering.

               (b) The provisions of subparagraph (a) above shall not apply to
any Holder (together with its affiliates) who owns more than five percent (5%)
of the Corporation's outstanding stock until such time as such Holder (together
with its affiliates) owns less than five percent (5%) of the outstanding stock
of the Corporation.

               (c) Limitations on Subsequent Registration Rights. From and after
the date of this Agreement, the Corporation shall not, without the prior written
consent of a majority in interest of the Holders, enter into any agreement with
any holder of any securities of the Corporation giving such holder any
registration rights on terms more favorable than the registration rights granted
to the Holders hereunder.

                                   ARTICLE 2

                          COVENANTS OF THE CORPORATION

        Until the Corporation becomes subject to the reporting requirements of
the Exchange Act, so long as any Holder owns any Registrable Security, the
Corporation agrees as follows:

        2.1 Basic Financial Information. The Corporation will furnish the
following to (a) each Holder of Series C Preferred Stock, so long as such Holder
(together with its affiliates) owns at least 370,000 shares of Series C
Preferred Stock of the Corporation, or such number of shares of Common Stock of
the Corporation issued upon conversion of 370,000 shares of Series C Preferred
Stock of the Corporation, or any combination thereof (as presently constituted
and subject to subsequent adjustment for stock splits, stock dividends, reverse
stock splits,


                                       15
<PAGE>   17

recapitalizations and the like) who so requests in writing and (b) each Holder
of Series D Preferred Stock, so long as such Holder (together with its
affiliates) who owns at least five percent (5%) of the shares of Series D
Preferred Stock of the Corporation, or such number of shares of Common Stock of
the Corporation issued upon conversion of five percent (5%) of the shares of
Series D Preferred Stock of the Corporation, or any combination thereof (as
presently constituted and subject to subsequent adjustment for stock splits,
stock dividends, reverse stock splits, recapitalizations and the like) who so
requests in writing:

               (a) As soon as practicable after the end of each fiscal year of
the Corporation, and in any event within ninety (90) days thereafter, an audited
consolidated balance sheet of the Corporation and its subsidiaries, if any, as
at the end of such fiscal year, and an audited consolidated statements of income
and cash flows of the Corporation and its subsidiaries, if any, for such year,
prepared in accordance with generally accepted accounting principles
consistently applied and setting forth in each case in comparative form the
figures for the previous fiscal year, all in reasonable detail and certified by
independent public accountants selected by the Corporation;

               (b) As soon as practicable at the end of the first, second, and
third quarterly accounting periods in each fiscal year of the Corporation, and
in any event within forty five (45) days thereafter, an unaudited consolidated
balance sheet of the Corporation and its subsidiaries, if any, as of the end of
each such quarterly period, and unaudited consolidated statements of income and
cash flows of the Corporation and its subsidiaries, if any, for such period and
for the current fiscal year to date, prepared in accordance with generally
accepted accounting principles consistently applied and setting forth in
comparative form the figures for the corresponding periods of the previous year,
subject to changes resulting from normal year-end adjustments, all in reasonable
detail, except that such financial statements need not contain the notes
required by generally accepted accounting principles; and

               (c) Annually (and in any event no later than five (5) days before
adoption by the Board of Directors of the Corporation), the annual budget and
operating plan of the Corporation for each fiscal year.

        2.2 Additional Information. As soon as practicable after the end of each
month and in any event within thirty (30) days thereafter, the Corporation will
deliver to each director of the Corporation designated by the Holders of Series
C Preferred Stock and the Holders of Series D Preferred Stock, a consolidated
balance sheet of the Corporation and its subsidiaries, if any, as at the end of
such month and consolidated statements of income and cash flows of the
Corporation and its subsidiaries, for each month and for the current fiscal year
of the Corporation to date, all subject to normal year-end audits adjustments,
prepared in accordance with generally accepted accounting principles
consistently applied, together with a comparison of such statements to the
corresponding periods of the prior fiscal year and to the Corporation's
operating plan then in effect and approved by its Board of Directors.

        2.3 Limitations. Anything in Article 2 of this Agreement to the contrary
notwithstanding, no Holder by reason of this Agreement shall have access to any
trade secrets or classified information of the Corporation. Each Holder hereby
agrees to hold in confidence and trust and not to misuse or disclose any
confidential information provided pursuant to this


                                       16
<PAGE>   18

Article 2. The Corporation shall not be required to comply with Article 2 of
this Agreement in respect of any Holder whom the Corporation reasonably
determines to be a competitor or an officer, employee, director or greater than
five percent (5%) stockholder of a competitor.

                                   ARTICLE 3

                                  MISCELLANEOUS

        3.1 Governing Law. This Agreement shall be governed by and construed
under the laws of the State of Delaware without regard to its principles
governing conflicts of laws.

        3.2 Successors and Assigns. Except as otherwise expressly provided
herein, the provisions hereof shall inure to the benefit of, and be binding
upon, the successors and assigns of the parties hereto.

        3.3 Entire Agreement; Amendment. This Agreement (including the Exhibits
hereto) constitutes the full and entire understanding and agreement between the
parties with respect to the subject matter hereof. Any provisions 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 by written consent of the Corporation and the holders of at least a
majority of the Registrable Securities and securities convertible into or
exercisable for Registrable Securities and then outstanding. Any amendment or
waiver effected in accordance with this paragraph shall be binding upon each
holder of any Registrable Securities then outstanding, each future holder of all
such securities, and the Corporation.

        3.4 Notices. All notices, requests, consents, demands and other
communications required or permitted under this Agreement shall be in writing
and shall be deemed to have been duly given, made and received (a) when
delivered against receipt, (b) upon transmitter's confirmation of the receipt of
a facsimile transmission, which shall be followed by an original sent otherwise
in accordance with this Section 3.4, (c) upon confirmed delivery by a standard
overnight carrier, or (d) if to a U.S. resident, upon expiration of three
business days after the day when deposited in the U.S. mail, first class postage
prepaid, addressed in accordance with Section 16 of the Series C Stock Purchase
Agreement and the Series D Stock Purchase Agreement.

        3.5 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. Any such counterpart may
contain one or more signature pages.

        3.6 Rights; Severability. Unless otherwise expressly provided herein, a
Holder's rights hereunder are several rights, not rights jointly held with any
of the other Holders. In the event that any provision of this Agreement becomes
or is declared by a court of competent jurisdiction to be illegal, unenforceable
or void, this Agreement shall continue in full force and effect without said
provision.

        3.7 Further Assurances. Each party agrees to execute and deliver to the
other parties hereto such other documents, and to take such further action, as
the other parties hereto may reasonably request in order to carry out the
purpose of this Agreement.


                                       17
<PAGE>   19

        3.8 Information Confidential. Each Holder acknowledges that the
information received by them pursuant hereto may be confidential and for its use
only, and it will not use such information in violation of the Exchange Act or
reproduce, disclose or disseminate such information to any other person (other
than its employees or agents having a need to know the contents of such
information, and its attorneys), except in connection with the exercise of
rights under this Agreement, unless the Corporation has made such information
available to the public generally or such Holder is required to disclose such
information by a governmental body.

        3.9 Captions. The captions and headings to Sections of this Agreement
have been inserted for identification and reference purposes only and shall not
be used to construe the meaning or the interpretation of this Agreement.




                                       18
<PAGE>   20

                AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
                 SERIES D CONVERTIBLE PREFERRED STOCK FINANCING

        IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective as of the day and year first above written.

                                          THE CORPORATION:


                                          NOVATEL WIRELESS, INC.


                                          ______________________________________
                                          By:___________________________________
                                          Its:__________________________________
                                          Date of Execution:______________


                                          THE INVESTORS:


                                          CORNERSTONE EQUITY INVESTORS IV, LP

                                          By:  Cornerstone Equity Investors, LLC
                                               General Partner


                                          ______________________________________
                                          By:___________________________________
                                          Its:__________________________________
                                          Date of Execution:______________


                                          CAPITAL RESEARCH AND MANAGEMENT
                                          COMPANY on behalf of The New Economy
                                          Fund


                                          ______________________________________
                                          By:___________________________________
                                          Its:__________________________________
                                          Date of Execution:______________


<PAGE>   21

                AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
                 SERIES D CONVERTIBLE PREFERRED STOCK FINANCING


                                          GMN INVESTORS II, L.P.

                                          By:   GMN Investors LLC
                                                General Partner


                                          ______________________________________
                                          By:___________________________________
                                          Its:__________________________________
                                          Date of Execution:______________


                                          THE MANUFACTURERS LIFE INSURANCE
                                          COMPANY (U.S.A.)


                                          ______________________________________
                                          By:___________________________________
                                          Its:__________________________________
                                          Date of Execution:______________


                                          ______________________________________
                                          By:___________________________________
                                          Its:__________________________________
                                          Date of Execution:______________


                                          RANDOLPH STREET PARTNERS 1998 DIF, LLC


                                          ______________________________________
                                          By:___________________________________
                                          Its:__________________________________
                                          Date of Execution:______________


                                          RANDOLPH STREET PARTNERS III
                                          (THIRD VENTURE)


                                          ______________________________________
                                          By:___________________________________
                                          Its:__________________________________
                                          Date of Execution:______________


<PAGE>   22

                AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
                 SERIES D CONVERTIBLE PREFERRED STOCK FINANCING


                                          GARY KUCK



                                          ______________________________________
                                          Gary Kuck
                                          Date of Execution:______________


                                          SAMUEL MAY


                                          ______________________________________
                                          Samuel May
                                          Date of Execution:______________


                                          MICHAEL MITGANG


                                          ______________________________________
                                          Michael Mitgang
                                          Date of Execution:______________


                                          JEFFREY CHENG


                                          ______________________________________
                                          Jeffrey Cheng
                                          Date of Execution:______________


                                          THEODORE J. CHRISTIANSON


                                          ______________________________________
                                          Theodore J. Christianson
                                          Date of Execution:______________



<PAGE>   23

                AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
                 SERIES D CONVERTIBLE PREFERRED STOCK FINANCING


                                          TAD W. PIPER


                                          ______________________________________
                                          Tad W. Piper
                                          Date of Execution:______________


                                          VENTURES WEST INVESTMENTS LIMITED


                                          ______________________________________
                                          By:___________________________________
                                          Its:__________________________________
                                          Date of Execution:______________


                                          BANK OF MONTREAL CAPITAL CORPORATION

                                          By:  Ventures West Management TIP,
                                               Inc., Manager

                                          ______________________________________
                                          By:___________________________________
                                          Its:__________________________________
                                          Date of Execution:______________


                                          GOLDEN GATE DEVELOPMENT & INVESTMENT
                                          LIMITED PARTNERSHIP

                                          By:  Advent International Limited
                                               Partnership, General Partner

                                          By:  Advent International Corporation,
                                               General Partner

                                          ______________________________________
                                          By:  Greg Smitherman
                                          Its:__________________________________
                                          Date of Execution:______________



<PAGE>   24

                AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
                 SERIES D CONVERTIBLE PREFERRED STOCK FINANCING


                                          ADVENT ISRAEL LIMITED PARTNERSHIP

                                          By:  Advent International Limited
                                               Partnership, General Partner

                                          By:  Advent International Corporation,
                                               General Partner

                                          ______________________________________
                                          By:  Greg Smitherman
                                          Its:__________________________________
                                          Date of Execution:______________


                                          ADVENT PARTNERS LIMITED PARTNERSHIP

                                          By:  Advent International Corporation,
                                               General Partner

                                          ______________________________________
                                          By: Greg Smitherman
                                          Its:__________________________________
                                          Date of Execution:______________


                                          DIGITAL MEDIA & COMMUNICATIONS LIMITED
                                          PARTNERSHIP

                                          By:  Advent International Limited
                                               Partnership, General Partner

                                          By:  Advent International Corporation,
                                               General Partner

                                          ______________________________________
                                          By:  Greg Smitherman
                                          Its:__________________________________
                                          Date of Execution:______________



<PAGE>   25

                AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
                 SERIES D CONVERTIBLE PREFERRED STOCK FINANCING


                                          GSM CAPITAL LIMITED PARTNERSHIP

                                          By:   Telcom Management Limited
                                                Partnership, General Partner

                                          By:   Telcom Investments Inc.,
                                                General Partner

                                          ______________________________________
                                          By:  Bernice E. Bradin
                                          Its:__________________________________
                                          Date of Execution:______________


                                          ARGC, LLC


                                          ______________________________________
                                          By:  Bernice E. Bradin
                                          Its:__________________________________
                                          Date of Execution:______________


                                          THOMAS BEAL


                                          ______________________________________
                                          Thomas Beal
                                          Date of Execution:______________


                                          CARL BILDNER


                                          ______________________________________
                                          Carl Bildner
                                          Date of Execution:______________


                                          JONG TAE CHOI


                                          ______________________________________
                                          Jong Tae Choi
                                          Date of Execution:______________



<PAGE>   26

                AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
                 SERIES D CONVERTIBLE PREFERRED STOCK FINANCING


                                          KATHRYN COOPERMAN


                                          ______________________________________
                                          Kathryn Cooperman
                                          Date of Execution:______________


                                          ROBERT COREY


                                          ______________________________________
                                          Robert Corey
                                          Date of Execution:______________


                                          MARCO POLO INDUSTRIES CO., LTD


                                          ______________________________________
                                          By:___________________________________
                                          Its:__________________________________
                                          Date of Execution:______________


                                          ECOLOGY MANAGEMENT


                                          ______________________________________
                                          By:___________________________________
                                          Its:__________________________________
                                          Date of Execution:______________


                                          ROGER HARTMAN


                                          ______________________________________
                                          Roger Hartman
                                          Date of Execution:______________



<PAGE>   27

                AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
                 SERIES D CONVERTIBLE PREFERRED STOCK FINANCING


                                          JOAN LEVINSON


                                          ______________________________________
                                          Joan Levinson
                                          Date of Execution:____________


                                          NADEAU TRAIL, INC.


                                          ______________________________________
                                          By:___________________________________
                                          Its:__________________________________
                                          Date of Execution:______________


                                          DAVID OROS


                                          ______________________________________
                                          David Oros
                                          Date of Execution:_____________


                                          P.S. CAPITAL LLC



                                          ______________________________________
                                          By:___________________________________
                                          Its:__________________________________
                                          Date of Execution:______________


                                          ELLIOT TUCKEL


                                          ______________________________________
                                          Elliot Tuckel
                                          Date of Execution:______________



<PAGE>   28

                AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
                 SERIES D CONVERTIBLE PREFERRED STOCK FINANCING


                                          WORKING VENTURES CANADIAN FUND, INC.


                                          ______________________________________
                                          By:___________________________________
                                          Its:__________________________________
                                          Date of Execution:______________


                                          ROBIN LOUIS


                                          ______________________________________
                                          Robin Louis
                                          Date of Execution:______________


                                          SAM ZNAIMER


                                          ______________________________________
                                          Sam Znaimer
                                          Date of Execution:_____________


                                          AETHER CAPITAL LLC

                                          By:  Aether Systems, Inc.
                                               Its Sole Member


                                          By:___________________________________
                                          Name:
                                          Title:
                                          Date of Execution:_____________



<PAGE>   29

                AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
                 SERIES D CONVERTIBLE PREFERRED STOCK FINANCING


                                          CORNERSTONE EQUITY INVESTORS IV, LP

                                          By:  Cornerstone Equity Investors, LLC
                                               General Partner


                                          ______________________________________
                                          By:___________________________________
                                          Its:__________________________________
                                          Date of Execution:______________


                                          GSM CAPITAL LIMITED PARTNERSHIP

                                          By:   Telcom Management Limited
                                                Partnership, General Partner

                                          By:   Telcom Investments Inc.,
                                                General Partner

                                          ______________________________________
                                          By:  Bernice E. Bradin
                                          Its:
                                          Date of Execution:______________


                                          ARGC III, LLC


                                          ______________________________________
                                          By:___________________________________
                                          Its:__________________________________
                                          Date of Execution:______________


                                          WORKING VENTURES CANADIAN FUND


                                          ______________________________________
                                          By:___________________________________
                                          Its:__________________________________
                                          Date of Execution:______________



<PAGE>   30

                AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
                 SERIES D CONVERTIBLE PREFERRED STOCK FINANCING


                                          VENTURES WEST INVESTMENTS LIMITED


                                          ______________________________________
                                          By:___________________________________
                                          Its:__________________________________
                                          Date of Execution:______________


                                          BANK OF MONTREAL CAPITAL CORPORATION


                                          ______________________________________
                                          By:___________________________________
                                          Its:__________________________________
                                          Date of Execution:______________


                                          SAM ZNAIMER

                                          ______________________________________
                                          By: Sam Znaimer
                                          Its:
                                          Date of Execution:_______________


                                          ROBIN LOUIS


                                          ______________________________________
                                          By: Robin Louis
                                          Its:
                                          Date of Execution:_______________


                                          RANDOLPH STREET PARTNERS 1998 DIF, LLC


                                          ______________________________________
                                          By:___________________________________
                                          Its:__________________________________
                                          Date of Execution:______________



<PAGE>   31

                AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
                 SERIES D CONVERTIBLE PREFERRED STOCK FINANCING


                                          RANDOLPH STREET PARTNERS III (Third
                                          Venture Tranche B)


                                          ______________________________________
                                          By:___________________________________
                                          Its:__________________________________
                                          Date of Execution:______________


                                          MICHAEL MITGANG


                                          ______________________________________
                                          Michael Mitgang
                                          Date of Execution:_______________


                                          CALEP EQUITIES LLC


                                          ______________________________________
                                          By: Angelo Leparulo
                                          Its: Manager
                                          Date of Execution:_______________



<PAGE>   32

                AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
                 SERIES D CONVERTIBLE PREFERRED STOCK FINANCING


                                          IRONSIDE VENTURE PARTNERS II LLC


                                          By: __________________________________


                                          Name: ________________________________
                                               (Print)

                                          Title: _______________________________
                                                (If applicable)





<PAGE>   33

                AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
                 SERIES D CONVERTIBLE PREFERRED STOCK FINANCING


                                          GMN INVESTORS II, L.P.

                                          By:  GMN Investors LLC,
                                               its general partner


                                          By: __________________________________


                                          Name: ________________________________
                                               (Print)

                                          Title: _______________________________
                                                (If applicable)


<PAGE>   34

                AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
                 SERIES D CONVERTIBLE PREFERRED STOCK FINANCING


                                          GARY KUCK


                                          ______________________________________
                                          Gary Kuck





<PAGE>   35

                AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
                 SERIES D CONVERTIBLE PREFERRED STOCK FINANCING


                                          SAMUEL MAY


                                          ______________________________________
                                          Samuel May





<PAGE>   36

                AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
                 SERIES D CONVERTIBLE PREFERRED STOCK FINANCING


                                          JEFFREY CHENG


                                          ______________________________________
                                          Jeffrey Cheng




<PAGE>   37

                AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
                 SERIES D CONVERTIBLE PREFERRED STOCK FINANCING


                                          ORRICK, HERRINGTON & SUTCLIFFE LLP


                                          ______________________________________
                                          By:  Peter V. Leparulo
                                          Its:   Authorized Signatory





<PAGE>   38

                AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
                 SERIES D CONVERTIBLE PREFERRED STOCK FINANCING


                                          PETER V. LEPARULO


                                          ______________________________________
                                          Peter V. Leparulo





<PAGE>   39

                AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
                 SERIES D CONVERTIBLE PREFERRED STOCK FINANCING


                                          UMB BANK, n.a. as TRUSTEE of the
                                          ORRICK, HERRINGTON & SUTCLIFFE LLP
                                          DEFINED CONTRIBUTION PLAN FBO BLASE
                                          DILLINGHAM


                                          ______________________________________
                                          By:___________________________________
                                          Its:__________________________________




<PAGE>   40

                AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
                 SERIES D CONVERTIBLE PREFERRED STOCK FINANCING


                                          KEITH BIANCAMANO


                                          ______________________________________
                                          Keith Biancamano





<PAGE>   41

                AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
                 SERIES D CONVERTIBLE PREFERRED STOCK FINANCING


                                    EXHIBIT A

                                    Investors


SERIES C INVESTORS
    Cornerstone Equity Investors IV, LP
    Capital Research and Management Company on behalf of the New Economy Fund
    GMN Investors II, L.P.
    The Manufactures Life Insurance Company (U.S.A.)
    Randolph Street Partners 1998 DIF, LLC
    Randolph Street Partners III (Third Venture)
    Kuck, Gary L.
    May, Samuel
    Mitgang, Michael
    Cheng, Jeffrey
    Christianson, Theodore J.
    Piper, Tad W.
    Ventures West Investments Ltd.
    Bank of Montreal Capital Corp.
    Golden Gate Development & Investment Limited Partnership
    Advent Israel Limited Partnership
    Advent Partners Limited Partnership
    Digital Media & Communications Limited Partnership
    GSM Capital Limited Partnership
    ARGC, LLC
    Beal, Thomas
    Bildner, Carl
    Choi, Jong Tae
    Cooperman, Kathryn
    Corey, Robert
    Marco Polo Industries Co., Ltd.
    Ecology Management
    Hartman, Roger
    Levinson, Joan
    Nadeau Trail, Inc.
    Oros, David
    P.S. Capital LLC
    Tuckel, Elliot
    Working Ventures Canadian Fund
    Robin Louis
    Sam Znaimer


<PAGE>   42

                AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
                 SERIES D CONVERTIBLE PREFERRED STOCK FINANCING


SERIES D INVESTORS
    Aether Capital LLC
    Cornerstone Equity Investors IV, LP
    GSM Capital Limited Partnership
    ARGC III, LLC
    Working Ventures Canadian Fund
    Ventures West Investments Ltd.
    Bank of Montreal Capital Corp.
    Sam Znaimer
    Robin Louis
    Randolph Street Partners 1998 DIF, LLC
    Randolph Street Partners III (Third Venture Tranche B)
    Mitgang, Michael
    Calep Equities LLC
    Ironside Venture Partners II LLC
    GMN Investors II, L.P.
    Gary Kuck
    Samuel May
    Jeffrey Cheng
    Orrick, Herrington & Sutcliffe LLP
    Peter V. Leparulo
    UMB Bank, n.a. as Trustee of the Orrick, Herrington & Sutcliffe LLP Defined
       Contribution Plan FBO Blase Dillingham
    Keith Biancamano