EXHIBIT 4.48



                          REGISTRATION RIGHTS AGREEMENT

         REGISTRATION  RIGHTS  AGREEMENT  dated this 30th day of  October,  2000
(this  "Agreement"),  between  Adatom.com,  Inc., a Delaware  corporation,  with
principal  executive offices located at 920 Hillview Court, Suite 160, Milpitas,
California 95305 (the  "Company"),  and the other signatory hereto (the "Initial
Investor").

                            III. W I T N E S S E T H

         WHEREAS, upon the terms and subject to the conditions of the Securities
Purchase  Agreement  dated  as of a date  even  herewith,  between  the  Initial
Investor and the Company (the "Securities Purchase Agreement"),  the Company has
agreed  to issue and sell to the  Initial  Investor  2,341,372  shares of common
stock, $0.01 par value, of the Company ("Common Stock"); and

         WHEREAS,  to induce the  Initial  Investor  to execute  and deliver the
Securities Purchase Agreement, the Company has agreed to provide with respect to
the Common Stock certain registration rights under the Securities Act;

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

         1.       DEFINITIONS.

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

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

                  (ii)   "COMMISSION" means the Securities and Exchange
         Commission.

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

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

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

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

                  (vii)  "REGISTRABLE   SECURITIES"  means  the  Common  Stock;
         PROVIDED,  however,  a  share  of  Common  Stock  shall  cease  to be a
         Registrable  Security for purposes of this  Agreement when it no longer
         is a Restricted Security.

                  (viii) "REGISTRATION STATEMENT" means a registration statement
         of the Company filed on an  appropriate  form under the  Securities Act
         providing  for the  registration  of, and the sale on a  continuous  or
         delayed  basis by the  holders  of, all of the  Registrable  Securities
         pursuant to Rule 415 under the Securities Act, including the Prospectus
         contained  therein and forming a part thereof,  any  amendments to such
         registration  statement and  supplements  to such  Prospectus,  and all
         exhibits  and  other  material   incorporated   by  reference  in  such
         registration statement and Prospectus.

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

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

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

         2.       REGISTRATION.

         (a)      FILING AND  EFFECTIVENESS  OF REGISTRATION  STATEMENT.  The
Company  shall  prepare and file with the  Commission  by not later than 60 days
after the Closing  Date (as defined in the  Securities  Purchase  Agreement),  a
Registration  Statement  relating  to the  offer  and  sale  of the  Registrable
Securities  and shall use its best  efforts to cause the  Commission  to declare
such  Registration  Statement  effective under the Securities Act not later than
120 days after the filing thereof. The Company shall promptly notify the Initial
Investor by written  notice that such  Registration  Statement has been declared
effective by the Commission.

         (b)      PIGGY-BACK  REGISTRATIONS.  (i) If the Company proposes to
register  any of its  Common  Stock  under  the  Securities  Act  (other  than a
registration  (A) on Form S-8 or S-4 or any  successor  or

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similar forms,  (B) relating to Common Stock or any other shares of common stock
of the Company issuable upon exercise of employee share options or in connection
with any employee benefit or similar plan of the Company, (C) in connection with
a direct  or  indirect  acquisition  by the  Company  of  another  Person or any
transaction  with respect to which Rule 145 (or any successor  provision)  under
the Securities Act applies or (D) on behalf of selling  securityholders  who are
entitled  pursuant to written  agreement with the Company,  to exclude from such
registration  Common Stock held by other  securityholders  ), whether or not for
sale for its own account,  it will each such time, give prompt written notice at
least 5 days prior to the anticipated filing date of the registration  statement
relating to such  registration to the Initial  Investor,  which notice shall set
forth such Initial Investor's rights under this Section 2(b) and shall offer the
Initial Investor the opportunity to include in such registration  statement such
number of Registrable  Securities as the Initial Investor may request.  Upon the
written  request  of an  Initial  Investor  made  within  two (2) days after the
receipt of notice from the Company  (which  request  shall specify the number of
Registrable Securities intended to be disposed of by such Initial Investor), the
Company  will  use its  best  efforts  to  effect  the  registration  under  the
Securities  Laws of all  Registrable  Securities  that the  Company  has been so
requested to register by the Initial Investor, to the extent requisite to permit
the  disposition of the  Registrable  Securities so to be registered;  PROVIDED,
however, that (A) if such registration involves an underwritten public offering,
the Initial Investor must sell their Registrable  Securities to the underwriters
selected as provided in Section 2(c) hereof on the same terms and  conditions as
apply to the Company and (B) if, at any time after giving  written notice of its
intention to register any Registrable  Securities pursuant to this Section 2 and
prior to the effective date of the  registration  statement  filed in connection
with such  registration,  the  Company  shall  determine  for any  reason not to
register such Registrable  Securities,  the Company shall give written notice to
the Initial  Investor  and,  thereupon,  shall be relieved of its  obligation to
register any Registrable  Securities in connection with such  registration.  The
Company's  obligations  under this Section 2(b) shall terminate on the date that
the  registration  statement  to be filed in  accordance  with  Section  2(a) is
declared effective by the Commission.

         (ii)     If a  registration  pursuant  to this  Section  2(b)  involves
an underwritten public offering and the managing underwriter thereof advises the
Company  that, in its view,  the number of shares of Common  Stock,  Warrants or
other shares of Common Stock that the Company, other selling securityholders and
the Initial Investor intend to include in such registration  exceeds the largest
number of shares of Common  Stock or  Warrants  (including  any other  shares of
Common  Stock or Warrants of the  Company)  that can be sold  without  having an
adverse  effect on such public  offering  (the  "Maximum  Offering  Size"),  the
Company will include in such registration,  only that number of shares of Common
Stock or Warrants, as applicable, such that the number of Registrable Securities
registered  does not exceed  the  Maximum  Offering  Size,  with the  difference
between  the  number of shares in the  Maximum  Offering  Size and the number of
shares to be issued by the Company to be allocated  (after  including all shares
to be issued and sold by the Company) among the Company and the Initial Investor
pro rata on the basis of the relative number of Registrable  Securities  offered
for  sale  under  such  registration  by each  of the  Company  and the  Initial
Investor.

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

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

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

         (a)      Promptly (i) prepare and file with the Commission  such amend-
ments (including  post-effective  amendments) to the Registration  Statement and
supplements  to the  Prospectus  as may be  necessary  to keep the  Registration
Statement  continuously  effective and in compliance  with the provisions of the
Securities  Act applicable  thereto so as to permit the Prospectus  forming part
thereof to be current and useable by  Investors  for resales of the  Registrable
Securities  for a period of six months  from the date on which the  Registration
Statement is first declared  effective by the Commission (the "Effective  Time")
or such shorter period that will terminate when all the  Registrable  Securities
covered  by the  Registration  Statement  have been  sold  pursuant  thereto  in
accordance with the plan of distribution provided in the Prospectus, transferred
pursuant to Rule 144 under the  Securities  Act or  otherwise  transferred  in a
manner that  results in the delivery of new  securities  not subject to transfer
restrictions under the Securities Act (the "Registration  Period") and (ii) take
all  lawful  action  such that each of (A) the  Registration  Statement  and any
amendment  thereto  does  not,  when it  becomes  effective,  contain  an untrue
statement  of a material  fact or omit to state a material  fact  required to be
stated therein or necessary to make the statements  therein,  not misleading and
(B) the Prospectus forming part of the Registration Statement, and any amendment
or  supplement  thereto,  does not at any time  during the  Registration  Period
include an untrue  statement of a material fact or omit to state a material fact
required to be stated  therein or necessary to make the statements  therein,  in
light  of  the  circumstances  under  which  they  were  made,  not  misleading.
Notwithstanding the foregoing  provisions of this Section 3(a), the Company may,
during the Registration  Period,  suspend the use of the Prospectus for a period
not to exceed 20 days (whether or not consecutive) in any 12 month period if the
Board of  Directors  of the  Company  determines  in good faith that  because of
pending  mergers  or  other  business  combination  transactions,   the  planned
acquisition or divestiture of assets,  pending material  corporate  developments
and similar  events,  it is in the best interests of the Company to suspend such
use, and prior to or  contemporaneously  with  suspending  such use, the Company
provides the Investors with written notice of such suspension, which notice need
not specify the nature of the event giving rise to such  suspension.  At the end
of any such  suspension  period,  the Company shall  provide the Investors  with
written notice of the termination of such suspension;

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

         (c)(i)   Prior to the filing  with the  Commission of any  Registration
Statement (including any amendments thereto) and the distribution or delivery of
any Prospectus (including any supplements thereto), provide draft copies thereof
to the  Investors  and  reflect  in such  documents  all  such  comments  as the
Investors  (and their  counsel)  reasonably  may  propose  with regard to Holder
ownership and the Plan of

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Distribution   included   therein  and  (ii)  furnish  to  each  Investor  whose
Registrable  Securities are included in the Registration Statement and its legal
counsel  identified to the Company,  (A) promptly after the same is prepared and
publicly distributed, filed with the Commission, or received by the Company, one
copy of the  Registration  Statement,  each  Prospectus,  and each  amendment or
supplement  thereto,  and (B) such  number of copies of the  Prospectus  and all
amendments and supplements  thereto and such other  documents,  as such Investor
may reasonably request in order to facilitate the disposition of the Registrable
Securities owned by such Investor;

         (d)(i)   Register or qualify the Registrable Securities  covered by the
Registration  Statement  under  such  securities  or  "blue  sky"  laws  of such
jurisdictions  as  the  Investors  who  hold  a   majority-in-interest   of  the
Registrable  Securities being offered reasonably request,  (ii) prepare and file
in such jurisdictions such amendments (including  posteffective  amendments) and
supplements  to such  registrations  and  qualifications  as may be necessary to
maintain the effectiveness  thereof at all times during the Registration Period,
(iii) take all such other lawful  actions as may be  necessary to maintain  such
registrations and  qualifications in effect at all times during the Registration
Period,  and (iv) take all such other  lawful  actions  reasonably  necessary or
advisable to qualify the Registrable  Securities for sale in such jurisdictions;
PROVIDED,  however,  that  the  Company  shall  not be  required  in  connection
therewith  or as a  condition  thereto  to (A)  qualify  to do  business  in any
jurisdiction  where it would not  otherwise  be required to qualify but for this
Section 3(d),(B) subject itself to general taxation in any such  jurisdiction or
(C) file a general consent to service of process in any such jurisdiction;

         (e)      As  promptly as  practicable  after  becoming  aware of such
event, notify each Investor of the occurrence of any event, as a result of which
the  Prospectus  included  in the  Registration  Statement,  as then in  effect,
includes  an untrue  statement  of a material  fact or omits to state a material
fact required to be stated therein or necessary to make the statements  therein,
in light of the  circumstances  under which they were made, not misleading,  and
promptly  prepare an amendment to the  Registration  Statement and supplement to
the  Prospectus  to correct such untrue  statement  or  omission,  and deliver a
number of copies of such  supplement  and  amendment  to each  Investor  as such
Investor may reasonably request;

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

         (g)(i)   Cause all the Registrable Securities covered by the Registra-
tion Statement  to be listed  on the  principal  national  securities  exchange,
and  included  in an  inter-dealer  quotation  system of a  registered  national
securities  association,  on or in which  securities of the same class or series
issued by the Company are then listed or included;

         (h)      Maintain a transfer agent and registrar, which may be a single
entity, for the Registrable  Securities not later than the effective date of the
Registration Statement;

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

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copies to the  Investors  whose  Registrable  Securities  are  included  in such
Registration Statement) an appropriate instruction and, to the extent necessary,
an opinion of such counsel;

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

         (k)      If required,  make generally available to its security holders
as soon as practicable,  but in any event not later than 18 months after (i) the
effective  date (as  defined in Rule  158(c)  under the  Securities  Act) of the
Registration  Statement,  and (ii)  the  effective  date of each  post-effective
amendment  to the  Registration  Statement,  as the  case  may be,  an  earnings
statement of the Company and its  subsidiaries  complying  with Section 11(a) of
the  Securities Act and the rules and  regulations of the Commission  thereunder
(including, at the option of the Company, Rule 158);

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

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

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

         (o)  In  connection   with  any   underwritten   offering,   make  such
representations   and  warranties  to  the  Investors   participating   in  such
underwritten  offering and to the managers,  in form, substance and scope as are
customarily  made by the  Company  to  underwriters  in  secondary  underwritten
offerings;

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

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

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

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

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

         (a)      It shall be a condition precedent to the obligations of the
Company to complete the registration  pursuant to this Agreement with respect to
the  Registrable  Securities of a particular  Investor that such Investor  shall
promptly  furnish  to  the  Company  such  information   regarding  itself,  the
Registrable  Securities held by it and the intended method of disposition of the
Registrable  Securities held by it as shall be reasonably required to effect the
registration of such Registrable  Securities and shall execute such documents in
connection  with such  registration  as the Company may reasonably  request.  As
least seven days prior to the first anticipated  filing date of the Registration
Statement,  the Company shall promptly  notify each Investor of the  information
the Company  requires from each such Investor (the "Requested  Information")  if
such Investor elects to have any of its Registrable  Securities  included in the
Registration  Statement.  If at least two business days prior to the anticipated
filing date the Company  has not  received  the  Requested  Information  from an
Investor  (a  "Non-Responsive   Investor"),   then  the

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Company  may file  the  Registration  Statement  without  including  Registrable
Securities of such  Non-Responsive  Investor and have no further  obligations to
the Non-Responsive Investor;

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

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

         5.       EXPENSES OF  REGISTRATION.  All expenses,  other than  under-
writing  discounts and commissions,  incurred in connection with  registrations,
filings  or  qualifications  pursuant  to  Section  3,  but  including,  without
limitation,  all registration,  listing, and qualifications.  fees, printing and
engraving fees,  accounting fees, and the fees and  disbursements of counsel for
the Company and the reasonable fees and  disbursements of one firm of counsel to
the holders of a majority in interest of the Registrable  Securities (which fees
and disbursements shall not exceed $5,000) shall be borne by the Company.

         6.       INDEMNIFICATION AND CONTRIBUTION.

         (a)      INDEMNIFICATION BY THE COMPANY. The Company shall indemnify
and hold harmless each Investor and each underwriter,  if any, which facilitates
the disposition of Registrable Securities, and each of their respective officers
and directors and each person who controls such Investor or  underwriter  within
the meaning of Section 15 of the  Securities  Act or Section 20 of the  Exchange
Act (each such person being sometimes hereinafter referred to as an "Indemnified
Person") from and against any losses, claims,  damages or liabilities,  joint or
several,  to  which  such  Indemnified  Person  may  become  subject  under  the
Securities  Act or  otherwise,  insofar  as  such  losses,  claims,  damages  or
liabilities  (or actions in respect  thereof)  arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact contained in any
Registration  Statement  or an omission or alleged  omission to state  therein a
material fact required to be stated  therein or necessary to make the statements
therein,  in  light  of the  circumstances  under  which  they  were  made,  not
misleading,  or arise out of or are based  upon an untrue  statement  or alleged
untrue  statement of a material fact  contained in any Prospectus or an omission
or alleged  omission  to state  therein a material  fact  required  to be stated
therein  or  necessary  to make  the  statements  therein,  in the  light of the
circumstances under which they were made, not misleading; and the Company hereby
agrees to reimburse such  Indemnified  Person for all reasonable legal and other
expenses incurred by them in connection with investigating or defending any such
action or claim as and when such expenses are incurred;  PROVIDED, however, that
the Company shall not be liable to any such Indemnified  Person in any such case
to the extent that any such loss, claim, damage or liability arises out of or is
based upon (i) an untrue  statement or alleged  untrue  statement made in, or an
omission or alleged omission from, such Registration  Statement or Prospectus in
reliance  upon and in  conformity  with  written  information  furnished  to the
Company by such Indemnified Person expressly for use therein or (ii) in the case
of the  occurrence of an event of the type specified in Section 3(e), the use by
the Indemnified Person of an outdated or defective  Prospectus after the Company
has provided to such  Indemnified  Person an updated

                                      E-41

<PAGE>

Prospectus  correcting  the untrue  statement  or alleged  untrue  statement  or
omission  or  alleged  omission  giving  rise to such  loss,  claim,  damage  or
liability.

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

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

                                      E-42

<PAGE>

withheld),  settle  or  compromise  any  Claim or  consent  to the  entry of any
judgment  that does not  include an  unconditional  release of the  Indemnifying
Party from all liabilities with respect to such Claim or judgment.

         (d)      CONTRIBUTION. If the indemnification provided for in this
Section 6 is  unavailable  to or  insufficient  to hold harmless an  Indemnified
Person  under  subsection  (a) or (b) above in  respect of any  losses,  claims,
damages or liabilities (or actions in respect thereof) referred to therein, then
each  Indemnifying  Party shall contribute to the amount paid or payable by such
Indemnified Party as a result of such losses, claims, damages or liabilities (or
actions in respect  thereof) in such proportion as is appropriate to reflect the
relative fault of the Indemnifying Party and the Indemnified Party in connection
with the statements or omissions which resulted in such losses,  claims, damages
or liabilities  (or actions in respect  thereof),  as well as any other relevant
equitable  considerations.  The relative  fault of such  Indemnifying  Party and
Indemnified  Party shall be  determined  by reference  to,  among other  things,
whether the untrue or alleged untrue statement of a material fact or omission or
alleged  omission to state a material  fact relates to  information  supplied by
such Indemnified  Party or by such Indemnified  Party, and the parties' relative
intent,  knowledge,  access to information and opportunity to correct or prevent
such  statement or omission.  The parties hereto agree that it would not be just
and equitable if contribution  pursuant to this Section 6 (d) were determined by
pro rata allocation (even if the Investors or any  underwriters  were treated as
one entity for such purpose) or by any other method of allocation which does not
take account of the equitable  considerations  referred to in this Section 6(d).
The amount  paid or payable by an  Indemnified  Party as a result of the losses,
claims, damages or liabilities (or actions in respect thereof) referred to above
shall be  deemed  to  include  any legal or other  fees or  expenses  reasonably
incurred by such indemnified party in connection with investigating or defending
any such  action or  claim.  No person  guilty of  fraudulent  misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution   from  any  person   who  was  not   guilty  of  such   fraudulent
misrepresentation. The obligations of the Investors and any underwriters in this
Section 6(d) to contribute  shall be several in proportion to the  percentage of
Registrable  Securities registered or underwritten,  as the case may be, by them
and not joint.

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

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

         7.   RULE 144.  With a view to making  available  to the Investors  the
benefits  of Rule 144 under the  Securities  Act or any  other  similar  rule or
regulation of the  Commission  that may at any time

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<PAGE>

permit the  Investors to sell  securities  of the Company to the public  without
registration ("Rule 144"), the Company agrees to use its best efforts to:

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

         (b)      file with the  Commission  in a timely manner all reports and
other  documents  required to be filed by the Company  pursuant to Section 13 or
15(d) under the  Exchange  Act;  and, if at any time it is not  required to file
such reports but in the past had been required to or did file such  reports,  it
will,  upon the request of any  Holder,  make  available  other  information  as
required  by,  and so long as  necessary  to permit  sales of,  its  Registrable
Securities pursuant to Rule 144.

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

         9.       AMENDMENT AND WAIVER. Any provision of this Agreement may be
amended and the  observance  thereof  may be waived  (either  generally  or in a
particular  instance and either  retroactively or prospectively) , only with the
written consent of the Company and Investors who hold a majority-interest of the
Registrable Securities. Any amendment or waiver effected in accordance with this
Section 9 shall be binding upon each Investor and the Company.

         10.      MISCELLANEOUS.

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

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

         (1)      if to the Company, to:

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

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<PAGE>

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

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

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

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

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

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

         (f)      This Agreement and the Securities Purchase Agreement consti-
tute the entire  agreement  among the parties hereto with respect to the subject
matter hereof. There are no restrictions,  promises, warranties or undertakings,
other  than  those set forth or  referred  to  herein.  This  Agreement  and the
Securities  Purchase  Agreement  supersede all prior agreements and undertakings
among the parties hereto with respect to the subject matter hereof.

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

         (h)      All pronouns and any variations thereof refer to the mascu-
line, feminine or neuter, singular or plural, as the context may require.

         (i)      The headings in this Agreement are for convenience of refe-
rence only and shall not limit or otherwise affect the meaning thereof.

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

                                      E-45

<PAGE>


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


                                       ADATOM.COM, INC.



                                       By: /s/ RICHARD S. BARTON
                                       ----------------------------------------
                                       Name:       Richard S. Barton
                                       Title:      Chairman and Chief Executive
                                                   Officer



                                       INVESTOR


                                       By: /s/ LI YUAN HAO
                                       -----------------------------------------
                                       Name: Li Yuan Hao
                                       Title:




                                      E-46