<PAGE>
                                                                     EXHIBIT 4.9
================================================================================


                             STOCKHOLDERS AGREEMENT

                                      among

                              CRITICAL PATH, INC.,


                       GENERAL ATLANTIC PARTNERS 74, L.P.,


                       GAP COINVESTMENT PARTNERS II, L.P.,


                                  GAPSTAR, LLC

                                       and

                          THE STOCKHOLDERS NAMED HEREIN

                             Dated: November 8, 2001

================================================================================


<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                     Page
                                                                                     ----
<S>     <C>                                                                          <C>
1.      Definitions...................................................................1

2.      Future Issuance of Shares; Preemptive Rights..................................5
        2.1    Offering Notice........................................................5
        2.2    Preemptive Rights; Exercise............................................5
        2.3    Closing................................................................6
        2.4    Sale to Subject Purchaser..............................................7

3.      Corporate Governance..........................................................7
        3.1    Board of Directors; Number and Composition.............................7
        3.2    Reimbursement of Expenses; D&O Insurance...............................8
        3.3    Meetings of the Board of Directors.....................................8
        3.4    Annual Budget..........................................................8

4.      Standstill; Nasdaq Matters....................................................8
        4.1    Standstill.............................................................8
        4.2    Nasdaq Matters.........................................................9

5.      Miscellaneous................................................................10
        5.1    Notices...............................................................10
        5.2    Successors and Assigns; Third Party Beneficiary.......................11
        5.3    Amendment and Waiver..................................................12
        5.4    Counterparts..........................................................12
        5.5    Specific Performance..................................................12
        5.6    Headings..............................................................12
        5.7    GOVERNING LAW.........................................................12
        5.8    Severability..........................................................12
        5.9    Rules of Construction.................................................13
        5.10   Entire Agreement......................................................13
        5.11   Term of Agreement.....................................................13
        5.12   Further Assurances....................................................13
</TABLE>


EXHIBITS

A              Articles of Incorporation
B              By-laws


                                       i
<PAGE>

                             STOCKHOLDERS AGREEMENT

                STOCKHOLDERS AGREEMENT (this "Agreement"), dated November 8,
2001, among Critical Path, Inc., a California corporation (the "Company"),
General Atlantic Partners 74, L.P., a Delaware limited partnership ("GAP LP"),
GAP Coinvestment Partners II, L.P., a Delaware limited partnership ("GAP
Coinvestment"), GapStar, LLC, a Delaware limited liability company ("GapStar"),
and the Persons listed on Schedule 1 hereto (the "Coinvestors").

                WHEREAS, pursuant to the Stock and Warrant Purchase and Exchange
Agreement, dated November 8, 2001 (the "Stock Purchase Agreement"), among the
Company, GAP LP, GAP Coinvestment, GapStar and the Coinvestors, the Company has
agreed to (i) issue and sell to GAP LP, GAP Coinvestment, GapStar and the
Coinvestors an aggregate of 708,037 shares of Series D Cumulative Redeemable
Convertible Participating Preferred Stock, par value $0.001 per share, of the
Company (the "Series D Preferred Stock"), (ii) issue and deliver to GAP LP, GAP
Coinvestment and GapStar an aggregate of 1,837,418 shares of Series D Preferred
Stock in exchange for a certain amount of convertible subordinated notes of the
Company and (iii) issue and sell to GAP LP, GAP Coinvestment and GapStar
warrants (the "Warrants") to purchase, at an exercise price of $1.05 per share,
an aggregate of 2,500,000 shares of Common Stock; and

                WHEREAS, pursuant to an Escrow Agreement, dated the date hereof,
among the Company, GAP LP, GAP Coinvestment, GapStar, the Coinvestors and
Pillsbury Winthrop LLP, as Escrow Agent (the "Escrow Agreement"), the parties
have agreed to consummate the transactions contemplated by the Stock Purchase
Agreement in escrow, including the execution and delivery of this Agreement; and

                WHEREAS, the parties hereto wish to provide for, among other
things, preemptive rights, corporate governance rights and standstill
obligations and certain other rights under certain conditions.

                NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth herein and for good and valuable consideration, the receipt
and adequacy of which are hereby acknowledged, the parties hereto agree as
follows:

                1. Definitions. As used in this Agreement, and unless the
context requires a different meaning, the following terms have the meanings
indicated:

                "Affiliate" shall mean any Person who is an "affiliate" as
defined in Rule 12b-2 of the General Rules and Regulations under the Exchange
Act.

                "Agreement" means this Agreement as the same may be amended,
supplemented or modified in accordance with the terms hereof.

                "Board of Directors" means the Board of Directors of the
Company.


<PAGE>
                                                                               2


                "Business Day" means any day other than a Saturday, Sunday or
other day on which commercial banks in the State of New York or the State of
California are authorized or required by law or executive order to close.

                "Cenwell Stockholders" has the meaning set forth in Section
4.1(c) of this Agreement.

                "Charter Documents" means the Articles of Incorporation and the
By-laws of the Company as in effect on the date hereof after giving effect to
the filing of the Certificate of Designation with respect to the Series D
Preferred Stock with the Secretary of State of the State of California, copies
of which are attached hereto as Exhibits A and B, respectively.

                "Coinvestors" has the meaning set forth in the preamble to this
Agreement.

                "Coinvestor Stockholders" means the Coinvestors and any
Affiliate of a Coinvestor that, after the date hereof, acquires Shares, and the
term "Coinvestor Stockholder" shall mean any such person.

                "Commission" means the Securities and Exchange Commission or any
similar agency then having jurisdiction to enforce the Securities Act.

                "Common Stock" means the Common Stock, par value $.001 per
share, of the Company and any other capital stock of the Company into which such
stock is reclassified or reconstituted and any other common stock of the
Company.

                "Common Stock Equivalents" means any security or obligation
which is by its terms convertible, exchangeable or exercisable into or for
shares of Common Stock, including, without limitation the Series D Preferred
Stock, and any option, warrant or other subscription or purchase right with
respect to Common Stock or any Common Stock Equivalent.

                "Company" has the meaning set forth in the preamble to this
Agreement.

                "Escrow Agreement" has the meaning set forth in the recitals to
this Agreement.

                "Excess New Securities" has the meaning set forth in Section
2.2(a) of this Agreement.

                "Exchange Act" means the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the Commission thereunder.

                "Exempt Issuances" has the meaning set forth in Section 2.1 of
this Agreement.


<PAGE>
                                                                               3


                "GAP Coinvestment" has the meaning set forth in the preamble to
this Agreement.

                "GAP LLC" means General Atlantic Partners, LLC, a Delaware
limited liability company and the general partner of GAP LP and the managing
member of GapStar, and any successor to such entity.

                "GAP LP" has the meaning set forth in the preamble to this
Agreement.

                "GapStar" has the meaning set forth in the preamble to this
Agreement.

                "General Atlantic Director" has the meaning set forth in Section
3.2(a) of this Agreement.

                "General Atlantic Stockholders" means GAP LP, GAP Coinvestment,
GapStar, GmbH Coinvestment and any Affiliate of GAP LLC that, after the date
hereof, acquires Shares, and the term "General Atlantic Stockholder" shall mean
any such Person.

                "GmbH Coinvestment" means GAPCO GmbH & Co. KG, a German limited
partnership.

                "Governmental Authority" means the government of any nation,
state, city, locality or other political subdivision thereof, any entity
exercising executive, legislative, judicial, regulatory or administrative
functions of or pertaining to government, and any corporation or other entity
owned or controlled, through stock or capital ownership or otherwise, by any of
the foregoing.

                "Independent Director" means a director of the Company who is
considered an independent director for purposes of the Nasdaq Marketplace Rules
in effect from time to time.

                "Lien" means any mortgage, deed of trust, pledge, hypothecation,
assignment, encumbrance, lien (statutory or other) or preference, priority,
right or other security interest or preferential arrangement of any kind or
nature whatsoever (excluding preferred stock and equity related preferences).

                "Nasdaq" means The Nasdaq Stock Market, Inc.

                "New Issuance Notice" has the meaning set forth in Section 2.1
of this Agreement.

                "New Securities" has the meaning set forth in Section 2.1 of
this Agreement.

                "Person" means any individual, firm, corporation, partnership,
trust, incorporated or unincorporated association, joint venture, joint stock
company, limited


<PAGE>
                                                                               4


liability company, Governmental Authority or other entity of any kind, and shall
include any successor (by merger or otherwise) of such entity.

                "Preemptive Rightholder(s)" has the meaning set forth in Section
2.1 of this Agreement.

                "Proportionate Percentage" has the meaning set forth in Section
2.2(a) of this Agreement.

                "Proposed Price" has the meaning set forth in Section 2.1 of
this Agreement.

                "Requirement of Law" means, as to any Person, any law, statute,
treaty, rule, regulation, right, privilege, qualification, license or franchise
or determination of an arbitrator or a court or other governmental authority or
stock exchange, in each case applicable or binding upon such Person or any of
its property or to which such Person or any of its property is subject or
pertaining to any or all of the transactions contemplated or referred to herein.

                "Securities Act" means the Securities Act of 1933, as amended,
and the rules and regulations of the Commission promulgated thereunder.

                "Series D Preferred Stock" has the meaning set forth in the
recitals to this Agreement.

                "Shares" means, with respect to each Stockholder, all shares,
whether now owned or hereafter acquired, of Common Stock and Series D Preferred
Stock, and any other Common Stock Equivalents owned thereby; provided, however,
for the purposes of any computation of the number of Shares pursuant to Sections
2.2 and 5.3, all outstanding Common Stock Equivalents shall be deemed converted,
exercised or exchanged as applicable and the shares of Common Stock issuable
upon such conversion, exercise or exchange shall be deemed outstanding, whether
or not such conversion, exercise or exchange has actually been effected.

                "Standstill Ceiling" has the meaning set forth in Section 4.1(a)
of this Agreement.

                "Standstill Expiration Date" means November 8, 2008.

                "Stock Option Plans" means the Company's stock option plans and
employee purchase plans pursuant to which shares of restricted stock and options
to purchase shares of Common Stock are reserved and available for grant to
officers, directors, employees and consultants of the Company.

                "Stock Purchase Agreement" has the meaning set forth in the
recitals to this Agreement.


<PAGE>
                                                                               5


                "Stockholders" means the General Atlantic Stockholders and the
Coinvestor Stockholders.

                "Stockholders Meeting" has the meaning set forth in Section 4.2
of this Agreement.

                "Subject Purchaser" has the meaning set forth in Section 2.1 of
this Agreement.

                "Vectis Stockholders" has the meaning set forth in Section
4.1(c) of this Agreement.

                "Warrants" has the meaning set forth in the recitals to this
Agreement.

                "Written Consent" has the meaning set forth in Section 4.2 of
this Agreement.

                2. Future Issuance of Shares; Preemptive Rights.

                2.1 Offering Notice. Except for (a) options to purchase Common
Stock or restricted stock which may be issued pursuant to the Stock Option
Plans, (b) a subdivision of the outstanding shares of Common Stock into a larger
number of shares of Common Stock, (c) capital stock issued upon exercise,
conversion or exchange of any Common Stock Equivalent either (x) previously
issued or (y) issued in accordance with the terms of this Agreement, (d) capital
stock of the Company issued in consideration of an acquisition, approved by the
Board of Directors, by the Company of another Person, (e) shares of Common Stock
issued as a dividend on the Series D Preferred Stock and (f) shares of Common
Stock or Common Stock Equivalents issued in strategic transactions (which may
not be private equity or venture capital financing transactions) approved by the
Board of Directors to Persons that are not principally engaged in financial
investing ((a)-(f) being referred to collectively as "Exempt Issuances"), if the
Company wishes to issue any capital stock or any other securities convertible
into or exchangeable for capital stock of the Company pursuant to a private
placement exempt from registration under the Securities Act, other than any such
private placement that is made solely to Qualified Institutional Buyers (as
defined in the Securities Act) in reliance on Rule 144A promulgated under the
Securities Act (collectively, "New Securities") to any Person (the "Subject
Purchaser"), then the Company shall offer such New Securities first to each of
the General Atlantic Stockholders and the Coinvestor Stockholders (each, a
"Preemptive Rightholder" and collectively, the "Preemptive Rightholders") by
sending written notice (the "New Issuance Notice") to the Preemptive
Rightholders, which New Issuance Notice shall state (x) the number of New
Securities proposed to be issued and (y) the proposed purchase price per
security of the New Securities (the "Proposed Price"). Upon delivery of the New
Issuance Notice, such offer shall be irrevocable unless and until the rights
provided for in Section 2.2 shall have been waived or shall have expired.

                        2.2 Preemptive Rights; Exercise.


<PAGE>
                                                                               6


                                (a) For a period of twenty (20) days after the
giving of the New Issuance Notice pursuant to Section 2.1, each of the
Preemptive Rightholders shall have the right to purchase its Proportionate
Percentage (as hereinafter defined) of the New Securities at a purchase price
equal to the Proposed Price and upon the same terms and conditions set forth in
the New Issuance Notice. Each Preemptive Rightholder shall have the right to
purchase that percentage of the New Securities determined by dividing (x) the
total number of Shares then owned by such Preemptive Rightholder by (y) the
total number of Shares owned by all of the Preemptive Rightholders (the
"Proportionate Percentage"). If any Preemptive Rightholder does not fully
subscribe for the number or amount of New Securities that it or he is entitled
to purchase pursuant to the preceding sentence, then each Preemptive Rightholder
which elected to purchase New Securities shall have the right for a five (5) day
period to purchase that percentage of the remaining New Securities not so
subscribed for (for the purposes of this Section 2.2(a), the "Excess New
Securities") determined by dividing (x) the total number of Shares then owned by
such fully participating Preemptive Rightholder by (y) the total number of
Shares then owned by all fully participating Preemptive Rightholders who elected
to purchase Excess New Securities. Each of the Stockholders may transfer all or
any portion of its rights to purchase New Securities under this Section 2 to any
of its Affiliates.

                                (b) The right of each Preemptive Rightholder to
purchase the New Securities or Excess New Securities, as the case may be, under
subsection (a) above shall be exercisable by delivering written notice of the
exercise thereof, prior to the expiration of the 20-day period referred to in
subsection (a) above with respect to New Securities or prior to the expiration
of the 5-day period referred to in subsection (a) above with respect to Excess
New Securities, to the Company, which notice shall state the amount of New
Securities that such Preemptive Rightholder elects to purchase pursuant to
Section 2.2(a). The failure of a Preemptive Rightholder to respond within such
20-day or 5-day period shall be deemed to be a waiver of such Preemptive
Rightholder's rights under Section 2.2(a), provided that each Preemptive
Rightholder may waive its rights under Section 2.2(a) prior to the expiration of
such 20-day or 5-day period by giving written notice to the Company.

                        2.3 Closing. The closing of the purchase of New
Securities or Excess New Securities subscribed for by the Preemptive
Rightholders under Section 2.2 shall be held at the executive office of the
Company at 11:00 a.m., local time, on (a) the 30th day after the giving of the
New Issuance Notice pursuant to Section 2.1, if the Preemptive Rightholders
elect to purchase all of the New Securities under Section 2.2, (b) the date of
the closing of the sale to the Subject Purchaser made pursuant to Section 2.4 if
the Preemptive Rightholders elect to purchase some, but not all, of the New
Securities under Section 2.2 or (c) at such other time and place as the parties
to the transaction may agree. At such closing, the Company shall deliver
certificates representing the New Securities, and such New Securities shall be
issued free and clear of all Liens (other than those attributable to actions by
the purchasers thereof) and the Company shall so represent and warrant, and
further represent and warrant (in addition to other customary representations
and warranties) that such New Securities shall be, upon


<PAGE>
                                                                               7


issuance thereof to the Preemptive Rightholders and after payment therefor, duly
authorized, validly issued, fully paid and non-assessable. Each Preemptive
Rightholder purchasing the New Securities shall deliver at the closing payment
in full in immediately available funds for the New Securities purchased by him
or it. At such closing all of the parties to the transaction shall execute such
additional documents as are customary for transactions of this type.

                        2.4 Sale to Subject Purchaser. The Company may sell to
the Subject Purchaser all of the New Securities not purchased by the Preemptive
Rightholders pursuant to Section 2.2 on terms and conditions that are no more
favorable to the Subject Purchaser than those set forth in the New Issuance
Notice; provided, however, that such sale is bona fide and made pursuant to a
contract entered into within ninety (90) days following the earlier to occur of
(i) the waiver by the Preemptive Rightholders of their option to purchase New
Securities or Excess New Securities pursuant to Section 2.2, or (ii) the
expiration of the 20-day or 5-day period referred to in Section 2.2. If such
sale is not consummated within such 90-day period for any reason, then the
restrictions provided for herein shall again become effective, and no issuance
and sale of New Securities may be made thereafter by the Company without again
offering the same in accordance with this Section 2. The closing of any issuance
and sale pursuant to this Section 2.4 shall be held at a time and place as the
parties to the transaction may agree within such 90-day period.

                3. Corporate Governance.

                        3.1 Board of Directors; Number and Composition.

                                (a) The Company shall take all actions
reasonably necessary to cause the nomination to the Board of Directors of one
(1) individual designated by the General Atlantic Stockholders but only if the
General Atlantic Stockholders are not entitled to elect one director of the
Company by virtue of their rights as the holders of a majority of the shares of
Series D Preferred Stock (the "General Atlantic Director").

                                (b) In addition, the Company shall cause each
committee of the Board of Directors to include at least one General Atlantic
Director, whether elected pursuant to this Agreement or by virtue of the rights
of the General Atlantic Stockholders as holders of Series D Preferred Stock.

                                (c) In addition, the Company shall cause one
additional Independent Director to be appointed to the Board of Directors within
six (6) months of the date hereof. The initial appointment of the Independent
Director shall be approved by a majority of the Board of Directors.

                                (d) In addition, the Company shall cause, as
long as Cenwell Stockholders continues to own at least 750,000 shares of Series
D Preferred Stock (subject to adjustment for stock splits, stock dividends in
similar transactions) one


<PAGE>
                                                                               8


(1) individual designated by the Cenwell Stockholders to serve as a non-voting
observer on the Board of Directors.

                        3.2 Reimbursement of Expenses; D&O Insurance. The
Company shall reimburse the General Atlantic Director for all reasonable travel
and accommodation expenses incurred by him in connection with the performance of
his duties as director of the Company upon presentation of appropriate
documentation therefor. The Company shall use reasonable commercial efforts to
maintain a directors' liability insurance policy that is reasonably acceptable
to the Board of Directors.

                        3.3 Meetings of the Board of Directors. The Company
agrees to take such actions as are necessary to cause the Board of Directors to
meet in person or telephonically not less frequently than once during each
calendar month.

                        3.4 Annual Budget. Not less than thirty (30) days prior
to the end of each fiscal year, the Company shall prepare and submit to the
Board of Directors for its approval an annual operating budget of the Company
for the next succeeding fiscal year in reasonable detail.

                4. Standstill; Nasdaq Matters.

                        4.1 Standstill. Without the approval or written consent
of the Board of Directors, none of the General Atlantic Stockholders or any of
their Affiliates, and none of the Coinvestor Stockholders or any of their
respective Affiliates shall, severally and not jointly, at any time prior to the
Standstill Expiration Date:

                                (a) purchase or otherwise acquire, or propose or
offer to purchase or acquire, any shares of the Company's capital stock, whether
by tender offer, market purchase, privately negotiated purchase, merger or
otherwise, any shares of the Company's capital stock or any Common Stock
Equivalents in excess of the number of shares of the Company's capital stock and
Common Stock Equivalents purchased pursuant to the Stock Purchase Agreement
(subject to adjustments and issuances of additional Common Stock Equivalents
pursuant to the Series D Preferred Stock Certificate of Designation) with
respect to each such Stockholder and its Affiliates considered severally and not
jointly with any other Stockholder and its Affiliates (the "Standstill
Ceiling"); provided, however, that in no event shall any such Stockholder
acquire any Shares in a transaction in such an amount that when aggregated with
the shares of the Company's capital stock already owned by such Stockholder, the
acquisition of such shares of the Company's capital stock would require
stockholder approval under applicable Nasdaq rules and policies; and provided,
further, that the dividends that accrue on the shares of Series D Preferred
Stock pursuant to the terms thereof shall be excluded for purposes of
calculating whether or not a Stockholder and its Affiliates have exceeded the
Standstill Ceiling;

                                (b) except as specified in this Agreement, make,
or in any way participate, directly or indirectly, in any "solicitation" of
"proxy" (as such terms are defined or used in Regulation 14A of the Exchange
Act) to vote, or seek to advise or


<PAGE>
                                                                               9


influence any Person with respect to the voting of, any shares of the Company's
capital stock, or become a "participant" in any "election contest" (as such
terms are used or defined in Regulation 14A of the Exchange Act) relating to the
election of directors of the Company; provided, however, that none of the
General Atlantic Stockholders, the Coinvestor Stockholders or any of their
respective Affiliates shall be deemed to have engaged in a "solicitation" or to
have become a "participant" by reason of the membership of designees of the
General Atlantic Stockholders, the Coinvestor Stockholders or any of their
respective Affiliates on the Board of Directors;

                        (c) form, join or in any way participate in a "group"
(within the meaning of Section 13(d)(3) of the Exchange Act) or otherwise act in
concert with any Person for the purpose of acquiring, holding, voting or
disposing of any shares of the Company's capital stock; provided, however, that
(i) the General Atlantic Stockholders may act as a group for the purpose of
acquiring, holding, voting or disposing of any shares of the Company's capital
stock, (ii) Vectis CP Holdings, LLC and any Affiliate thereof that acquires
shares of the Company's capital stock (the "Vectis Stockholders") may act as a
group for the purpose of acquiring, holding, voting or disposing of any shares
of the Company's capital stock and (iii) Cenwell Limited, Campina Enterprises
Limited and any Affiliate thereof that acquires shares of the Company's capital
stock (the "Cenwell Stockholders") may act as a group for the purpose of
acquiring, holding, voting or disposing of any shares of the Company's capital
stock; and provided further, that, for the avoidance of doubt, the General
Atlantic Stockholders, the Vectis Stockholders and the Cenwell Stockholders may
not together act as a group for all purpose of acquiring, holding, voting or
disposing of any shares of the Company's capital stock; or

                        (d) request the Company (or its directors, officers,
employees or agents), to take any action which would reasonably be expected to
require pursuant to law the Company to make a public announcement or proposal or
offer with respect to (i) any form of business combination or transaction
involving the Company including, without limitation, a merger, consolidation,
tender or exchange offer, sale or purchase of assets, or dissolution or
liquidation of the Company or (ii) instigate, encourage or assist any Person to
do any of the foregoing.

                4.2 Nasdaq Matters. The Company shall use all commercially
reasonable efforts to maintain the quotation and listing on Nasdaq of all of the
shares of Common Stock issuable upon conversion of the Series D Preferred Stock
and all of the shares of Common Stock issuable upon exercise of the Warrants. In
addition, each of the General Atlantic Stockholders agree that as long as it is
required to do so by Nasdaq, at any regular or special meeting of shareholders
of the Company ("Stockholders Meeting") or in any written consent executed in
lieu of such a Stockholders Meeting (a "Written Consent"), it will cause all
voting securities owned in the aggregate by the General Atlantic Stockholders
that would at any such Stockholders Meeting or in connection with any Written
Consent constitute more than 19.99% of the outstanding voting power of the
Company entitled to vote at such Stockholders Meeting or via such Written
Consent to be


<PAGE>
                                                                              10


voted in the same proportion as the other shares of the Company's Common Stock
(other than any held by the General Atlantic Stockholder) are voted.

                5. Miscellaneous.

                5.1 Notices. All notices, demands or other communications
provided for or permitted hereunder shall be made in writing and shall be by
registered or certified first class mail, return receipt requested, telecopier,
courier service or personal delivery:

                             (a)    if to the Company:

                                    Critical Path, Inc.
                                    532 Folsom Street
                                    San Francisco, CA  94105
                                    Telecopy:  (415) 808-8898
                                    Attention:  Chief Financial Officer

                                    with a copy to, which shall not constitute
                                    notice:

                                    Pillsbury Winthrop LLP
                                    50 Fremont Street
                                    San Francisco, CA 94105
                                    Telecopy:  415-983-1200
                                    Attention:  Gregg F. Vignos, Esq.

                             (b)    if to any of the General Atlantic
                                    Stockholders:

                                    c/o General Atlantic Service Corporation

                                    3 Pickwick Plaza
                                    Greenwich, CT  06830
                                    Telecopy:  (203) 622-8818
                                    Attention:  Matthew Nimetz

                                    with a copy to, which shall not constitute
                                    notice:

                                    Paul, Weiss, Rifkind, Wharton & Garrison
                                    1285 Avenue of the Americas
                                    New York, NY  10019-6064
                                    Telecopy: (212) 757-3990
                                    Attention: Douglas A. Cifu, Esq.


<PAGE>
                                                                              11


                             (c)    if to the Coinvestor Stockholders:

                                    (i)     if to Vectis CP Holdings, LLC:

                                            c/o Vectis Group, LLC
                                            117 Greenwich Street
                                            San Francisco, CA  94111
                                            Telecopy:  415-352-5310
                                            Attention:  Matthew Hobart

                                            with a copy to, which shall not
                                            constitute notice:

                                            Kirkland & Ellis
                                            153 East 53rd Street
                                            New York, NY  10022-4675
                                            Telecopy: 212-446-4900
                                            Attention:  Michael Movsovich, Esq.

                                    (ii)    if to Cenwell Limited

                                            c/o 7th Floor
                                            Cheung Kong Center
                                            2 Queen's Road Central
                                            Hong Kong
                                            Telecopy:  (852) 2845-2057
                                            Attention:  Mr. Edmond lp

                                     (iii)  if to Campina Enterprises Limited

                                            c/o 22nd Floor
                                            Hutchison House
                                            10 Harcourt Road
                                            Hong Kong
                                            Telecopy:  (852) 2128-1778
                                            Attention:  Company Secretary

All such notices, demands and other communications shall be deemed to have been
duly given when delivered by hand, if personally delivered; when delivered by
courier, if delivered by commercial courier service; five (5) Business Days
after being deposited in the mail, postage prepaid, if mailed; and when receipt
is mechanically acknowledged, if telecopied. Any party may by notice given in
accordance with this Section 5.1 designate another address or Person for receipt
of notices hereunder.

                        5.2 Successors and Assigns; Third Party Beneficiary.
This Agreement shall inure to the benefit of and be binding upon successors and
permitted


<PAGE>
                                                                              12


assigns of the parties hereto. No person other than the parties hereto and their
successors and permitted assigns is intended to be a beneficiary of this
Agreement.

                        5.3 Amendment and Waiver.

                                (a) No failure or delay on the part of any party
hereto in exercising any right, power or remedy hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise of any such right,
power or remedy preclude any other or further exercise thereof or the exercise
of any other right, power or remedy. The remedies provided for herein are
cumulative and are not exclusive of any remedies that may be available to the
parties hereto at law, in equity or otherwise.

                                (b) Any amendment, supplement or modification of
or to any provision of this Agreement, any waiver of any provision of this
Agreement, and any consent to any departure by any party from the terms of any
provision of this Agreement, shall be effective only if it is made or given in
writing and signed by (i) the Company, (ii) the General Atlantic Stockholders
and (iii) the Coinvestor Stockholders holding a majority of the voting power of
the Shares held by the Coinvestor Stockholders; provided, however, that to the
extent that any such amendment or waiver adversely affects any of the
Stockholders, such amendment or waiver shall require the prior written consent
of each Stockholder so adversely affected; provided further, that any
Stockholder may waive in writing any right that inures to such Stockholder. Any
such amendment, supplement, modification, waiver or consent shall be binding
upon the Company and all of the Stockholders.

                        5.4 Counterparts. This Agreement may be executed in any
number of counterparts and by the parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original and all of which
taken together shall constitute one and the same agreement.

                        5.5 Specific Performance. The parties hereto intend that
each of the parties have the right to seek damages or specific performance in
the event that any other party hereto fails to perform such party's obligations
hereunder. Therefore, if any party shall institute any action or proceeding to
enforce the provisions hereof, any party against whom such action or proceeding
is brought hereby waives any claim or defense therein that the plaintiff party
has an adequate remedy at law.

                        5.6 Headings. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.

                        5.7 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT
REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF.

                        5.8 Severability. If any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or


<PAGE>
                                                                              13


unenforceable in any respect for any reason, the validity, legality and
enforceability of any such provision in every other respect and of the remaining
provisions hereof shall not be in any way impaired, unless the provisions held
invalid, illegal or unenforceable shall substantially impair the benefits of the
remaining provisions hereof.

                        5.9 Rules of Construction. Unless the context otherwise
requires, references to sections or subsections refer to sections or subsections
of this Agreement.

                        5.10 Entire Agreement. This Agreement, together with the
exhibits hereto, is intended by the parties as a final expression of their
agreement and intended to be a complete and exclusive statement of the agreement
and understanding of the parties hereto in respect of the subject matter
contained herein and therein. There are no restrictions, promises,
representations, warranties or undertakings, other than those set forth herein
or therein or set forth in the Stock Purchase Agreement. This Agreement,
together with the exhibits hereto, supersedes all prior agreements and
understandings among the parties with respect to such subject matter.

                        5.11 Term of Agreement. Unless the Escrow Termination
Date (as defined in the Escrow Agreement) shall have occurred, in which case
this Agreement shall terminate and be void and of no further force or effect,
this Agreement shall become effective upon the Escrow Release Date (as defined
in the Escrow Agreement) and shall thereafter terminate upon the earlier of (a)
with respect to a particular Stockholder, on the date that such Stockholder and
its Affiliates beneficially own less than 5% of the actual outstanding shares of
Common Stock (assuming conversion of the shares of Series D Preferred Stock) or
(b) the twentieth anniversary of the date hereof.

                        5.12 Further Assurances. Each of the parties shall, and
shall cause their respective Affiliates to, execute such documents and perform
such further acts as may be reasonably required or desirable to carry out or to
perform the provisions of this Agreement.

                  [Remainder of page intentionally left blank]



<PAGE>

                IN WITNESS WHEREOF, the undersigned have executed, or have
caused to be executed, this Stockholders Agreement on the date first written
above.

                             CRITICAL PATH, INC.


                             By:    /s/ Laureen DeBuono
                                    -------------------------------
                                    Name:
                                    Title:


                             GENERAL ATLANTIC PARTNERS 74, L.P.

                             By:  GENERAL ATLANTIC PARTNERS, LLC,
                                      its General Partner

                             By:    /s/ William Ford
                                    -------------------------------
                                    Name:
                                    Title:  A Managing Member

                             GAP COINVESTMENT PARTNERS II, L.P.


                             By:    /s/ William Ford
                                    -------------------------------
                                    Name:
                                    Title:  A General Partner

                             GAPSTAR, LLC

                             By:    GENERAL ATLANTIC PARTNERS, LLC,
                                     its Managing Member

                             By:    /s/ William Ford
                                    -------------------------------
                                    Name:
                                    Title:  A Managing Member


<PAGE>

                             VECTIS CP HOLDINGS, LLC,
                             a Delaware limited liability company

                             By:    VECTIS GROUP, LLC,
                                    its Managing Member

                             By:    /s/ Matthew Hobart
                                    -------------------------------
                                    Name:
                                    Title:


<PAGE>

                             CENWELL LIMITED


                             By:    /s/ Cenwell
                                    -------------------------------
                                    Name:
                                    Title:


                           CAMPINA ENTERPRISES LIMITED

                             By:    /s/ Campina
                                    -------------------------------
                                    Name:
                                    Title:


<PAGE>

                                                                      Schedule I

                                   Coinvestors

Vectis CP Holdings, LLC
Cenwell Limited
Campina Enterprises Limited