<PAGE>

                                                                     EXHIBIT 4.2


                         OMNIVISION TECHNOLOGIES, INC.

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               AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

                                  May 10, 1998

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<PAGE>

              AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT


     THE AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (the "Agreement") is
entered into as of the 10th day of May, 1998 by and among OmniVision
Technologies, Inc., a California corporation (the "Company"), and the investors
listed on Exhibit A hereto, which Exhibit A may be revised from time to time to
include persons who purchase shares of Series C Preferred Stock in closings held
after the date of this Agreement under the terms of the Series C Preferred Stock
Purchase Agreement of even date herewith (the "Investors").  Should any
Investors be added to this Agreement in subsequent closings, the Company shall
distribute a revised Schedule A to this Agreement reflecting the names of such
Investors.

                                   RECITALS

     WHEREAS, the Company and the Investors are entering into a Series C
Preferred Stock Purchase Agreement of even date herewith (the "Purchase
Agreement"), pursuant to which the Company shall sell, and certain of the
Investors shall acquire, shares of the Company's Series C Preferred Stock (the
"Preferred Shares").

     WHEREAS, in order to induce the Company to enter into the Purchase
Agreement and to induce the Investors to invest funds in the Company, the
parties desire that the Investors be granted registration rights and rights of
participation with respect to the Preferred Shares.

     WHEREAS, the Company and certain of the Purchasers are parties to an
Amended and Restated Registration Rights Agreement dated as of October 31,1997
(the "Former Agreement").

     WHEREAS, the parties to the Former Agreement desire to amend and restate
the agreement to read as set forth below and to include additional Purchasers as
set forth on Exhibit A hereto.

     NOW, THEREFORE, in consideration of the mutual promises and covenants
hereinafter set forth, the parties agree as follows:


                                   SECTION 1

             Restrictions on Transferability; Registration Rights
             ----------------------------------------------------

     1.1  Certain Definitions.  As used in this Agreement, the following terms
          -------------------
shall have the following respective meanings:

          "Commission" shall mean the Securities and Exchange Commission or any
           ----------
other federal agency at the time administering the Securities Act.
<PAGE>

          "Conversion Shares" means the Common Stock issued or issuable upon
           -----------------
conversion of the Preferred Shares as defined herein.

          "Holder" shall mean any Purchaser holding Registrable Securities and
           ------
any person holding Registrable Securities to whom the rights under this
Agreement have been transferred in accordance with Section 1.14 hereof.

          "Initiating Holders" shall mean Holders in the aggregate of not less
           ------------------
than forty percent (40%) of the Registrable Securities.

          "Preferred Shares" shall mean the Series A Preferred Stock, Series B
           ----------------
Preferred Stock and Series C Preferred Stock of the Company.

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

          "Registration Expenses" shall mean all expenses incurred by the
           ---------------------
Company in complying with Sections 1.5, 1.6 and 1.7 of this Agreement,
including, without limitation, all registration, qualification and filing fees,
printing expenses, escrow fees, fees and disbursements of counsel for the
Company, blue sky fees and expenses, and the expense of any special audits
incident to or required by any such registration (but excluding the compensation
of regular employees of the Company which shall be paid in any event by the
Company).

          "Registrable Securities" means (i) the Preferred Shares, (ii) the
           ----------------------
Conversion Shares; and (iii) any Common Stock of the Company issued or issuable
in respect of the Preferred Shares or Conversion Shares or other securities
issued or issuable with respect to the Preferred Shares or Conversion Shares
upon any stock split, stock dividend, recapitalization, or similar event, or any
Common Stock otherwise issued or issuable with respect to the Conversion Shares
or Preferred Shares; provided, however, that shares of Common Stock or other
                     --------  -------
securities shall only be treated as Registrable Securities if and so long as
they have not been (A) sold to or through a broker or dealer or underwriter in a
public distribution or a public securities transaction, or (B) sold in a
transaction exempt from the registration and prospectus delivery requirements of
the Securities Act under Section 4(l) thereof so that all transfer restrictions
and restrictive legends with respect thereto are removed upon the consummation
of such sale.

          "Restricted Securities" shall mean the securities of the Company
           ---------------------
required to bear the legend set forth in Section 1.3 of this Agreement.

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

                                      -2-
<PAGE>

          "Selling Expenses" shall mean all underwriting discounts, selling
           ----------------
commissions and stock transfer taxes applicable to the securities registered by
the Holders and all fees and disbursements of counsel for the Holders (except as
provided by Section 1.9).

     1.2  Restrictions.  The Preferred Shares and the Conversion Shares shall
          ------------
not be sold, assigned, transferred or pledged except upon the conditions
specified in this Agreement, which conditions are intended to ensure compliance
with the provisions of the Securities Act.  The Investors will cause any
proposed purchaser, assignee, transferee or pledgee of the Preferred Shares, or
the Conversion Shares to agree to take and hold such securities subject to the
provisions and upon the conditions specified in this Agreement.

     1.3  Restrictive Legend.  Each certificate representing (i) the Preferred
          ------------------
Shares, (ii) the Conversion Shares, and (iii) any other securities issued in
respect of the securities referenced in clauses (i) and (ii) upon any stock
split, stock dividend, recapitalization, merger, consolidation or similar event,
shall (unless otherwise permitted by the provisions of Section 1.4 below) be
stamped or otherwise imprinted with legends in the following form (in addition
to any legend required under applicable state securities laws):

     "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR
     INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.
     SUCH SHARES MAY NOT BE SOLD, TRANSFERRED OR PLEDGED IN THE ABSENCE OF SUCH
     REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL (WHICH
     MAY BE COUNSEL FOR THE COMPANY) REASONABLY ACCEPTABLE TO IT STATING THAT
     SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS
     DELIVERY REQUIREMENTS OF SAID ACT."

     "THE SHARES REPRESENTED BY TIES CERTIFICATE MAY BE TRANSFERRED ONLY IN
     ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE
     SHAREHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY."

     Each Purchaser and Holder consents to the Company making a notation on its
records and giving instructions to any transfer agent of the Restricted
Securities in order to implement the restrictions on transfer established in
this Section 1.

     1.4  Notice of Proposed Transfers.  The holder of each certificate
          ----------------------------
representing Restricted Securities, by acceptance thereof, agrees to comply in
all respects with the provisions of this Section 1. Prior to any proposed sale,
assignment, transfer or pledge of any Restricted Securities, unless there is in
effect a registration statement under the Securities Act covering the proposed
transfer, the holder thereof shall give written notice to the Company of such
holders intention to effect such transfer, sale, assignment or pledge.  Each
such notice shall describe the manner and circumstances of the proposed
transfer, sale, assignment or pledge in sufficient detail, and shall be
accompanied at such holder's expense by either (i) an unqualified written
opinion of legal counsel who shall, and whose legal opinion shall be, reasonably

                                      -3-
<PAGE>

satisfactory to the Company, addressed to the Company, to the effect that the
proposed transfer of the Restricted Securities may be effected without
registration under the Securities Act, or (ii) a "no action" letter from the
Commission to the effect that the transfer of such securities without
registration will not result in a recommendation by the staff of the Commission
that action be taken with respect thereto, whereupon the holder of such
Restricted Securities shall be entitled to transfer such Restricted Securities
in accordance with the terms of the notice delivered by the holder to the
Company.  The Company will not require such a legal opinion or "no action"
letter (a) in any transaction in compliance with Rule 144, (b) in any
transaction in which a Purchaser which is a corporation distributes Restricted
Securities after six (6) months after the purchase thereof solely to its
majority-owned subsidiaries or affiliates for no consideration, or (c) in any
transaction in which a Purchaser which is a partnership distributes Restricted
Securities after six (6) months after the purchase thereof solely to partners
thereof for no consideration, provided that each transferee agrees in writing to
be subject to the terms of this Section 1.4. Each certificate evidencing the
Restricted Securities transferred as above provided shall bear, except if such
transfer is made pursuant to Rule 144, the appropriate restrictive legend set
forth in Section 1.3 above, except that such certificate shall not bear such
restrictive legend if, in the opinion of counsel for such holder and the
Company, such legend is not required in order to establish compliance with any
provisions of the Securities Act.

     1.5  Requested Registration.
          ----------------------

          (a)  Request for Registration.  In case the Company shall receive from
               ------------------------
Initiating Holders a written request that the Company effect any qualification,
compliance or registration (which, in connection with the Company's initial
public offering, must reasonably anticipate an  aggregate price to the public
net of underwriting discounts and commissions, exceeding $10,000,000):

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

               (ii) as soon as practicable, use its best efforts to effect such
registration, qualification or compliance (including, without limitation, the
execution of an undertaking to file post-effective amendments, appropriate
qualification under applicable blue sky or other state securities laws and
appropriate compliance with applicable regulations issued under the Securities
Act and any other governmental requirements or regulations) as may be so
requested and as would permit or facilitate the sale and distribution of all or
such portion of such Registrable Securities as are specified in such request,
together with all or such portion of the Registrable Securities of any Holder or
Holders joining in such request as are specified in a written request received
by the Company within twenty (20) days after receipt of such written notice from
the Company; provided, however, that the Company shall not be obligated to take
             --------
any action to effect any such registration, qualification or compliance pursuant
to this Section 1.5:

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

                                      -4-
<PAGE>

                    (2)  Prior to the earlier of (i) six (6) months following
the Company's initial public offering or (ii) January 1, 2001.

                    (3)  During the period ending on the date six (6) months
immediately following the effective date of, any registration statement
pertaining to securities of the Company (other than a registration of securities
in a Rule 145 transaction or with respect to an employee benefit plan);

                    (4)  After the Company has effected two (2) such
registrations pursuant to this subparagraph 1.5(a), such registrations have been
declared or ordered effective and the securities offered pursuant to such
registrations have been sold; or

                    (5)  If the Company shall furnish to such Holders a
certificate, signed by the President of the Company, stating that in the good
faith judgment of the Board of Directors it would be seriously detrimental to
the Company or its shareholders for a registration statement to be filed in the
near future, then the Company's obligation to use its best efforts to register,
qualify or comply under this Section 1. 5 shall be deferred for a single period
not to exceed one hundred-twenty (120) days from the date of receipt of written
request from the Initiating Holders.

     Subject to the foregoing clauses (1) through (5), the Company shall file a
registration statement covering the Registrable Securities so requested to be
registered as soon as practicable after receipt of the request or requests of
the Initiating Holders.

          (b)  Underwriting.  In the event that a registration pursuant to
               ------------
Section 1.5 is for a registered public offering involving an underwriting, the
Company shall so advise the Holders as part of the notice given pursuant to
Section 1.5(a)(i). The right of any Holder to registration pursuant to Section
1.5 shall be conditioned upon such Holder's participation in the underwriting
arrangements required by this Section 1.5 and the inclusion of such Holder's
Registrable Securities in the underwriting, to the extent requested, to the
extent provided in this Agreement.

     The Company shall (together with all Holders proposing to distribute their
securities through such underwriting) enter into an underwriting agreement in
customary form with the managing underwriter selected for such underwriting by a
majority in interest of the Initiating Holders (which managing underwriter shall
be reasonably acceptable to the Company).  Notwithstanding any other provision
of this Section 1.5, if the managing underwriter advises the Initiating Holders
in writing that marketing factors require a limitation of the number of shares
to be underwritten, then the Company shall so advise all Holders of Registrable
Securities and the number of shares of Registrable Securities that may be
included in the registration and underwriting shall be allocated among all
Holders thereof in proportion, as nearly as practicable, to the respective
amounts of Registrable Securities held by such Holders at the time of filing the
registration statement.  No Registrable Securities excluded from the
underwriting by reason of the underwriter's marketing limitation shall be
included in such registration. To facilitate the allocation of shares in
accordance with the above provisions, the Company or the underwriters may round
the number of shares allocated to any Holder to the nearest 100 shares.

                                      -5-
<PAGE>

     If any Holder of Registrable Securities disapproves of the terms of the
underwriting, such person may elect to withdraw therefrom by written notice to
the Company, the managing underwriter and the Initiating Holders.  The
Registrable Securities and/or other securities so withdrawn shall also be
withdrawn from registration, and such Registrable Securities shall not be
transferred in a public distribution, sold (including, without limitation, any
short sale), offered for sale, contracted to sell, pledged or otherwise dispose
of any of the Common Stock, or any options or warrants to purchase any of the
Common Stock, or any securities convertible into or exchangeable for any of the
Common Stock, owned directly by the Investor or with respect to which the
Investor has the power of disposition, in any such case whether now owned or
hereafter acquired, other than (i) as a bona fide gift or gifts, provided that
the Investor provides prior written notice of such gift or gifts to the managing
underwriter and the donee or donees thereof agree to be bound by the
restrictions set forth herein or (ii) with the prior written consent of the
managing underwriter, which consent may be withheld at the sole discretion of
the managing underwriter, prior to one hundred eighty (180) days after the
effective date of such registration (the "Lock-Up Period"); provided, however,
that if such registration is not the Company's initial public offering such
Lock-Up Period shall be one hundred twenty (120) days unless the managing
underwriter requires a longer period in which case the Lock-Up Period shall be
specified by the managing underwriter but shall not exceed one hundred eighty
(180) days.

     1.6  Company Registration.
          --------------------

          (a)  Notice of Registration.  If at any time or from time to time, the
               ----------------------
Company shall determine to register any of its securities, either for its own
account or the account of a security holder or holders other than (i) a
registration relating solely to employee benefit plans, or (ii) a registration
relating solely to a Commission Rule 145 transaction, the Company will:

               (i)  promptly give to each Holder written notice thereof; and

               (ii) include in such registration (and any related qualification
under  blue sky laws or other compliance), and in any underwriting involved in
such registration, all the Registrable Securities specified in a written request
or requests made within twenty (20) days after receipt of such written notice
from the Company by any Holder, but only to the extent that such inclusion will
not diminish the number of securities included by the Company or by holders of
the Company's securities who have demanded such registration.

          (b)  Underwriting.  If the registration of which the Company gives
               ------------
notice is for a registered public offering involving an underwriting, the
Company shall so advise the Holders as a part of the written notice given
pursuant to Section 1.6(a)(i). In such event, the right of any Holder to
registration pursuant to Section 1.6 shall be conditioned upon such Holder's
participation in such underwriting and the inclusion of Registrable Securities
in the underwriting to the extent provided herein.  All Holders proposing to
distribute their securities through such underwriting shall (together with the
Company and the other holders distributing their securities through such
underwriting) enter into an underwriting agreement in customary form with the
managing underwriter selected for such underwriting by the Company (or by the
holders who have demanded such registration). Notwithstanding any other
provision of this Section 1.6, if the managing underwriter determines that
marketing factors require a

                                      -6-
<PAGE>

limitation of the number of shares to be underwritten, the managing underwriter
may limit the Registrable Securities to be included in such registration to a
minimum of 30% of the total shares to be included in such underwriting or
exclude them entirely in the case of the Company's initial public offering. The
Company shall so advise all Holders and the other holders distributing their
securities through such underwriting pursuant to piggyback registration rights
similar to this Section 1.6, and the number of shares of Registrable Securities
and other securities that may be included in the registration and underwriting
shall be first allocated among all Investors in proportion, as nearly as
practicable, to the respective amounts of Registrable Securities held by such
Investors at the time of filing the registration statement, and after
satisfaction of the requirements of the Investors, the remaining shares that may
be included in the registration and underwriting shall be allocated among the
officers, directors and other shareholders of the Company in proportion, as
nearly as practicable, to the respective amounts of Registrable Securities held
by such officers and directors of the Company at the time of filing of the
registration statement. To facilitate the allocation of shares in accordance
with the above provisions, the Company or the underwriters may round the number
of shares allocated to any Holder or other holder to the nearest 100 shares. If
any Holder or other holder disapproves of the terms of any such underwriting, he
or she may elect to withdraw therefrom by written notice to the Company and the
managing underwriter. Any securities excluded or withdrawn from such
underwriting shall be withdrawn from such registration, and shall not be
transferred in a public distribution, sold (including, without limitation, any
short sale), offered for sale, contracted to sell, pledged or otherwise dispose
of any of the Common Stock, or any options or warrants to purchase any of the
Common Stock, or any securities convertible into or exchangeable for any of the
Common Stock, owned directly by the Investor or with respect to which the
Investor has the power of disposition, in any such case whether now owned or
hereafter acquired, other than (i) as a bona fide gift or gifts, provided that
the Investor provides prior written notice of such gift or gifts to the managing
underwriter and the donee or donees thereof agree to be bound by the
restrictions set forth herein or (ii) with the prior written consent of the
managing underwriter, which consent may be withheld at the sole discretion of
the managing underwriter, prior to one hundred eighty (180) days after the
effective date of the registration statement relating thereto; provided,
however, that if such registration is not the Company's initial public offering
such Lock-Up Period shall be one hundred twenty (120) days unless the managing
underwriter determines that marketing factors require a longer period in which
case the Lock-Up period shall be specified by the managing underwriter but shall
not exceed one hundred eighty (180) days.

          (c)  Right to Terminate Registration.  The Company shall have the
               -------------------------------
right to terminate or withdraw any registration initiated by it under this
Section 1.6 prior to the effectiveness of such registration, whether or not any
Holder has elected to include securities in such registration.

     1.7  Registration on Form S-3.
          ------------------------

          (a)  If the Initiating Holder requests that the Company file a
registration statement on Form S-3 (or any successor form to Form S-3) for a
public offering of shares of the Registrable Securities, the reasonably
anticipated aggregate price to the public of which, net of underwriting
discounts and commissions, would exceed $500,000, and the Company is a
registrant entitled to use Form S-3 to register the Registrable Securities for
such an offering, the Company shall use its best efforts to cause such
Registrable Securities to be registered for the offering on such form; provided,
                                                                       --------
however,
-------

                                      -7-
<PAGE>

that the Company shall not be required to effect more than one registration
pursuant to this Section 1.7 in any twelve (12) month period. The Company will
(i) promptly give written notice of the proposed registration to all other
Holders, and (ii) as soon as practicable, use its best efforts to effect such
registration (including, without limitation, the execution of an undertaking to
file post-effective amendments, appropriate qualification under applicable blue
sky or other state securities laws and appropriate compliance with applicable
regulations issued under the Securities Act and any other governmental
requirements or regulations) as may be so requested and as would permit or
facilitate the sale and distribution of all or such portion of such Registrable
Securities as are specified in such request, together with all or such portion
of the Registrable Securities of any Holder or Holders joining in such request
as are specified in a written request received by the Company within twenty (20)
days after receipt of such written notice from the Company. The substantive
provisions of Section 1.5(b) shall be applicable to each registration initiated
under this Section 1.7.

          (b)  Notwithstanding the foregoing, the Company shall not be obligated
to take any action pursuant to this Section 1.7: (i) in any particular
jurisdiction in which the Company would be required to execute a general consent
to service of process in effecting such registration, qualification or
compliance unless the Company is already subject to service in such jurisdiction
and except as may be required by the Securities Act, (ii) during the period
ending on a date six (6) months following the effective date of, a registration
statement (other than with respect to a registration statement relating to a
Rule 145 transaction, an offering solely to employees or any other registration
which is not appropriate for the registration of Registrable Securities), or
(iii) if the Company shall furnish to such Holder a certificate signed by the
President of the Company stating that, in the good faith judgment of the Board
of Directors, it would be seriously detrimental to the Company or its
shareholders for registration statements to be filed in the near future, then
the Company's obligation to use its best efforts to file a registration
statement shall be deferred for a single period not to exceed one hundred twenty
(120) days from the receipt of the request to file such registration by such
Holder or Holders.

     1.8  Limitations on Subsequent Registration Rights.  From and after the
          ---------------------------------------------
date of this Agreement, the Company shall not enter into any agreement granting
any holder or prospective holder of any securities of the Company registration
rights with respect to such securities unless such holder derives its rights as
an additional Holder hereunder, or such shares or securities are entitled to be
included in registrations only to the extent that the inclusion of such
securities will not diminish the amount of Registrable Securities that are
included.

     1.9  Expenses of Registration.  All Registration Expenses incurred in
          ------------------------
connection with any registration pursuant to Sections 1.5, 1.6 or 1.7 and the
reasonable cost of one special legal counsel to represent all of the Holders
together in any such registration shall be borne by the Company, provided that
the Company shall not be required to pay the Registration Expenses of any
registration proceeding begun pursuant to Section 1.5, the request of which has
been subsequently withdrawn by the Initiating Holders.  In such case, the
Holders of Registrable Securities to have been registered shall bear all such
Registration Expenses pro rata on the basis of the number of shares to have been
registered unless the Holders of a majority of the Registrable Securities agree
to forfeit their right to one demand registration pursuant to Section 1.5.
Notwithstanding the foregoing, however, if at the time of the withdrawal, the
Holders have learned of a material adverse change in the condition, business or
prospects of the Company

                                      -8-
<PAGE>

from that known to the Holders at the time of their request, of which the
Company had knowledge at the time of the request, then the Holders shall not be
required to pay any of said Registration Expenses or to forfeit the right to one
demand registration.

     1.10  Registration Procedures.  In the case of each registration,
           -----------------------
qualification or compliance effected by the Company pursuant to this Section 1,
the Company will keep each Holder advised in writing as to the initiation of
each registration, qualification and compliance and as to the completion
thereof.  At its expense the Company will:

           (a)  Prepare and file with the Commission a registration statement
with respect to such securities and use its best efforts to cause such
registration statement to become and remain effective for at least one hundred
eighty (180) days or until the distribution described in the registration
statement has been completed; and

           (b)  Furnish to the Holders participating in such registration and to
the underwriters of the securities being registered such reasonable number of
copies of the registration statement, preliminary prospectus, final prospectus
and such other documents as such underwriters may reasonably request in order to
Facilitate the public offering of such securities.

     1.11  Indemnification.
           ---------------

           (a)  The Company will indemnify each Holder, each of its officers and
directors and partners, and each person controlling such Holder within the
meaning of Section 15 of the Securities Act, with respect to which registration,
qualification or compliance has been effected pursuant to this Section 1, and
each underwriter, if any, and each person who controls any underwriter within
the meaning of Section 15 of the Securities Act, against all expenses, claims,
losses, damages or liabilities (or actions in respect thereof), including any of
the foregoing incurred in settlement of any litigation, commenced or threatened,
arising out of or based on any untrue statement (or alleged untrue statement) of
a material fact contained in any registration statement, prospectus, offering
circular or other document, or any amendment or supplement thereto, incident to
any such registration, qualification or compliance, or based on any omission (or
alleged omission) to state therein a material fact required to be stated therein
or necessary to make the statements therein, in fight of the circumstances in
which they were made, not misleading, or any violation by the Company of any
rule or regulation promulgated under the Securities Act applicable to the
Company in connection with any such registration, qualification or compliance,
and the Company will reimburse each such Holder, each of its officers and
directors, and each person controlling such Holder, each such underwriter and
each person who controls any such underwriter, for any legal and any other
expenses reasonably incurred in connection with investigating, preparing or
defending any such claim, loss, damage, liability or action, provided that the
Company will not be liable in any such case to the extent that any such claim,
loss, damage, liability or expense arises out of or is based on any untrue
statement or omission or alleged untrue statement or omission, made in reliance
upon and in conformity with written information furnished to the Company by an
instrument duly executed by such Holder, controlling person or underwriter and
stated to be specifically for use therein.

                                      -9-
<PAGE>

           (b)  Each Holder will, if Registrable Securities held by such Holder
are included in the securities as to which such registration, qualification or
compliance is being effected, indemnify the Company, each of its directors and
officers, each underwriter, if any, of the Company's securities covered by such
a registration statement, each person who controls the Company or such
underwriter within the meaning of Section 15 of the Securities Act, and each
other such Holder, each of its officers and directors and each person
controlling such Holder within the meaning of Section 15 of the Securities Act,
against all claims, losses, damages and liabilities (or actions in respect
thereof) arising out of or based on any untrue statement (or alleged untrue
statement) of a material fact contained in any such registration statement,
prospectus, offering circular or other document, or any omission (or alleged
omission) to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and will reimburse the
Company, such Holders, such directors, officers, persons, underwriters or
control persons for any legal or any other expenses reasonably incurred in
connection with investigating or defending any such claim, loss, damage,
liability or action, in each case to the extent, but only to the extent, that
such untrue statement (or alleged untrue statement) or omission (or alleged
omission) is made in such registration statement, prospectus, offering circular
or other document in reliance upon and in conformity with written information
furnished to the Company by an instrument duly executed by such Holder and
stated to be specifically for use therein; provided, however, that the liability
of a Holder for indemnification under this Section 1.11(b) shall not exceed the
gross proceeds from the offering received by such Holder.

           (c)  Each party entitled to indemnification under this Section 1.11
(the "Indemnified Party") shall give notice to the party required to provide
indemnification (the "Indemnifying Party") promptly after such Indemnified Party
has actual knowledge of any claim as to which indemnity may be sought, and shall
permit the Indemnifying Party to assume the defense of any such claim or any
litigation resulting therefrom, provided that counsel for the Indemnifying
Party, who shall conduct the defense of such claim or litigation, shall be
approved by the Indemnified Party (whose approval shall not unreasonably be
withheld), and the Indemnified Party may participate in such defense at such
party's expense, and provided further that the failure of any Indemnified Party
to give notice as provided herein shall not relieve the Indemnifying Party of
its obligations under this Section I unless the failure to give such notice is
materially prejudicial to an Indemnifying Party's ability to defend such action.
No Indemnifying Party, in the defense of any such claim or litigation, shall,
except with the consent of each Indemnified Party, consent to entry of any
judgment or enter into any settlement which does not include as an unconditional
term thereof the giving by the claimant or plaintiff to such Indemnified Party
of a release from all liability in respect to such claim or litigation.

     1.12  Information by Holder.  The Holder or Holders of Registrable
           ---------------------
Securities included in any registration shall furnish to the Company such
information regarding such Holder or Holders, the Registrable Securities held by
them and the distribution proposed by such Holder or Holders as the Company may
request in writing and as shall be required in connection with any registration,
qualification or compliance referred to in this Section 1.

     1.13  Rule 144 Reporting.  With a view to making available the benefits of
           ------------------
certain rules and regulations of the Commission which may at any time permit the
sale of the Restricted Securities to the

                                      -10-
<PAGE>

public without registration, after such time as a public market exists for the
Common Stock of the Company, the Company agrees to use its best efforts to:

          (a)  Make and keep public information available, as those terms are
understood and defined in Rule 144 under the Securities Act, at all times after
the effective date that the Company becomes subject to the reporting
requirements of the Securities Act or the Securities Exchange Act of 1934, as
amended (the "Exchange Act");

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

          (c)  So long as a Purchaser owns any Restricted Securities, to furnish
to the Purchaser forthwith upon request a written statement by the Company as to
its compliance with the reporting requirements of said Rule 144 (at any time
after ninety (90) days after the effective date of the first registration
statement filed by the Company for an offering of its securities to the general
public), and of the Securities Act and the Exchange Act (at any time after it
has become subject to such reporting requirements), a copy of the most recent
annual or quarterly report of the Company, and such other reports and documents
of the Company and other information in the possession of or reasonably
obtainable by the Company as a Purchaser may reasonably request in availing
itself of any rule or regulation of the Commission allowing a Purchaser to sell
any such securities without registration.

     1.14 Transfer of Registration Rights.  The rights to cause the Company to
          -------------------------------
register securities granted Investors under Sections 1.5, 1.6 and 1.7 may be
assigned to a transferee or assignee reasonably acceptable to the Company in
connection with any transfer or assignment of Registrable Securities by a
Purchaser (together with any affiliate); provided, that (a) such transfer may
                                         --------
otherwise be effected in accordance with applicable securities laws, (b) notice
of such assignment is given to the Company, and (c) such transferee or assignee
(i) is a wholly-owned subsidiary or constituent partner (including limited
partners) of such Purchaser, or (ii) acquires from such Purchaser 20% or more of
the shares of Registrable Securities (as appropriately adjusted for stock splits
and the like) originally purchased by the Purchaser from the Company.

     1.15 Standoff Agreement.  Each Holder agrees in connection with the initial
          ------------------
registration of the Company's securities that, upon request of the Company or
the underwriters managing any underwritten initial public offering of the
Company's securities, not to sell (including, without limitation, any short
sale), offer to sell, contract to sell, pledge or otherwise dispose of any of
the Common Stock, or any options or warrants to purchase any of the Common
Stock, or any securities convertible into or exchangeable for any of the Common
Stock, owned directly by the Holder or with respect to which the Holder has the
power of disposition, in any such case whether now owned or hereafter acquired,
other than (i) pursuant to an underwriting agreement, (ii) as a bona fide gift
or gifts, provided that the Holder provides prior written notice of such gift or
gifts to the managing underwriter and the donee or donees thereof agree to be
bound by the restrictions set forth herein or (iii) with the prior written
consent of the managing underwriter, which consent may be withheld at the sole
discretion of the managing underwriter, for such period of time (not to exceed
one hundred eighty (180) days from the effective date of such

                                      -11-
<PAGE>

registration) as may be requested by the Company or such managing underwriters;
provided, however, that the officers and directors of the Company who own stock
of the Company also agree to such restrictions.

     1.16 Termination of Rights.  No Holder shall be entitled to exercise any
          ---------------------
right provided for in this Section 1:

          (a)  after five (5) years following the consummation of the sale of
securities pursuant to a registration statement filed by the Company under the
Act in connection with the initial firm commitment underwritten offering of its
securities to the general public, or

          (b)  on or after the closing of a public offering of the Common Stock
of the Company, initiated by the Company, when all shares of the Holder's
Registrable Securities may be sold under Rule 144 during any 90-day period;
provided, however, that the provisions of this subsection (b) shall not apply
where the Holder owns more than two percent (2%) of the Company's outstanding
stock until such time as such Holder owns less than two percent (2%) of the
outstanding stock.


                                   SECTION 2

                            Right of Participation
                            ----------------------

     2.1  Purchasers' Right of Participation.
          ----------------------------------

          (a)  Right of Participation.  Subject to the terms and conditions
               ----------------------
contained in this Section 2.1, the Company hereby grants to each Purchaser the
right of participation to purchase its Pro Rata Portion of any New Securities
(as defined in subsection 2.1(b)) which the Company may, from time to time,
propose to sell and issue.  A Holder's "Pro Rata Portion" for purposes of this
Section 2.1 is the ratio that (x) the sum of the number of shares of the
Company's Common Stock then held by such Purchaser and the number of shares of
the Company's Common Stock issuable upon conversion of the Preferred Stock then
held by such Holder, bears to (y) the sum of the total number of shares of the
Company's Common Stock then outstanding, the number of shares of the Company's
Common Stock issuable upon the exercise of any outstanding rights, options or
warrants, and the number of shares of the Company's Common Stock issuable upon
conversion of the then outstanding Preferred Stock.

          (b)  Definition of New Securities.  Except as set forth below, "New
               ----------------------------
Securities" shall mean any shares of capital stock of the Company, including
Common Stock and Preferred Stock, whether authorized or not, and rights, options
or warrants to purchase said shares of Common Stock or Preferred Stock, and
securities of any type whatsoever that are, or may become, convertible into said
shares of Common Stock or Preferred Stock.  Notwithstanding the foregoing, "New
Securities" does not include (i) the Preferred Shares or the Conversion Shares,
(ii) securities offered to the public generally pursuant to a registration
statement under the Securities Act, (iii) securities issued pursuant to the
acquisition of another corporation by the Company by merger, purchase of
substantially all of the assets or shares or other reorganization whereby the
Company or its shareholders own not less than a majority of the voting

                                      -12-
<PAGE>

power of the surviving or successor corporation, (iv) up to 3,600,000 shares of
the Company's Common Stock or related options or warrants convertible into or
exercisable for such Common Stock issued to employees, officers and directors
of, and consultants to, the Company, pursuant to any arrangement approved by the
Board of Directors of the Company, (v) shares of the Company's Common Stock or
related options convertible into or exercisable for such Common Stock issued to
banks, commercial lenders, lessors and other financial institutions in
connection with the borrowing of money or the leasing of equipment by the
Company, (vi) stock issued pursuant to any rights or agreements, including,
without limitation, convertible securities, options and warrants, provided that
the Company shall have compiled with the rights of participation established by
this Section 2.1 with respect to the initial sale or grant by the Company of
such rights or agreements, or (vii) stock issued in connection with any stock
split, stock dividend or recapitalization by the Company.

          (c)  Notice of Right.  In the event the Company proposes to undertake
               ---------------
an issuance of New Securities, it shall give each Purchaser written notice of
its intention, describing the type of New Securities and the price and terms
upon which the Company proposes to issue the same.  Each Purchaser shall have
twenty (20) days from the date of receipt of any such notice to agree to
purchase shares of such New Securities (up to the amount referred to in
subsection 2.1(a)), for the price and upon the terms specified in the notice, by
giving written notice to the Company and stating therein the quantity of New
Securities to be purchased.

          (d)  Exercise of Right.  If any Purchaser exercises its right of
               -----------------
participation under this Agreement, the closing of the purchase of the New
Securities with respect to which such right has been exercised shall take place
within ninety (90) calendar days after the Purchaser gives notice of such
exercise, which period of time shall be extended in order to comply with
applicable laws and regulations. Upon exercise of such right of participation,
the Company and the Purchaser shall be legally obligated to consummate the
purchase contemplated thereby and shall use their best efforts to secure any
approvals required in connection therewith.

          (e)  Lapse and Reinstatement of Right.  In the event a Purchaser fails
               --------------------------------
to exercise the right of participation provided in this Section 2.1 within said
twenty (20) day period, the Company shall have ninety (90) days thereafter to
sell or enter into an agreement (pursuant to which the sale of New Securities
covered thereby shall be closed, if at all, within sixty (60) days from the date
of said agreement) to sell the New Securities not elected to be purchased by
such Purchaser at the price and upon the terms no more favorable to the
purchasers of such securities than specified in the Company's notice.  In the
event the Company has not sold the New Securities or entered into an agreement
to sell the New Securities within said ninety (90) day period (or sold and
issued New Securities in accordance with the foregoing within sixty (60) days
from the date of said agreement), the Company shall not thereafter issue or sell
any New Securities without first offering such securities to the Purchasers in
the manner provided above.

          (f)  Assignment.  The right of the Purchasers to purchase any part of
               ----------
the New Securities may be assigned in whole or in part to any partner,
subsidiary, affiliate or shareholder of a Purchaser, or other persons or
organizations who acquire the lesser of (i) 20% or more shares of

                                      -13-
<PAGE>

Restricted Securities (as adjusted for stock splits and the like) or (ii) all of
the Restricted Securities then owned by such Purchaser.

     2.2  Termination of Participation Right.  The rights of participation
          ----------------------------------
granted under Section 2.1 of this Agreement shall terminate on and be of no
further force or effect upon the earlier of (i) the consummation of the
Company's sale of its Common Stock in an underwritten public offering pursuant
to an effective registration statement filed under the Securities Act
immediately subsequent to which the Company shall be obligated to file annual
and quarterly reports with the Commission pursuant to Section 13 or 15(d) of the
Exchange Act or (ii) the registration by the Company of a class of its equity
securities under Section 12(b) or 12(g) of the Exchange Act.


                                   SECTION 3

                                 Miscellaneous
                                 -------------

     3.1  Assignment.  Except as otherwise provided in this Agreement, the terms
          ----------
and conditions of this Agreement shall inure to the benefit of and be binding
upon the respective successors and assigns of the parties to this Agreement.

     3.2  Third Parties.  Nothing in this Agreement, express or implied, is
          -------------
intended to confer upon any party, other than the parties to this Agreement, and
their respective successors and assigns, any rights, remedies, obligations or
liabilities under or by reason of this Agreement, except as expressly provided
in this Agreement.

     3.3  Governing Law.  This Agreement shall be governed by and construed
          -------------
under the laws of the State of California in the United States of America
without giving effect to the conflicts of laws principles thereof.

     3.4  Counterparts.  This Agreement may be executed in counterparts, each of
          ------------
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.

     3.5  Notices.  Any notice required or permitted by this Agreement shall be
          -------
in writing and shall be sent by prepaid registered or certified mail return
receipt requested, or otherwise delivered by hand or by messenger addressed to
the other party at the address shown below or at such other address for which
such party gives notice under this Agreement. Such notice shall be deemed to
have been given when delivered if delivered personally, or, if sent by mail, at
the earlier of its receipt or three (3) days after deposit in the mail.

     3.6  Severability.  If one or more provisions of this Agreement are held to
          ------------
be unenforceable under applicable law, portions of such provisions, or such
provisions in their entirety, to the extent necessary, shall be severed from
this Agreement, and the balance of this Agreement shall be enforceable in
accordance with its terms.

                                      -14-
<PAGE>

     3.7  Amendment and Waiver.  Any provision of this Agreement may be amended
          --------------------
or waived with the written consent of the Company and the Holders of at least a
majority of the outstanding shares of the Registrable Securities, so long as the
effect is to treat all Holders equally. Any amendment or waiver effected in
accordance with this paragraph shall be binding upon each Holder of Registrable
Securities and the Company. In addition, the Company may waive performance of
any obligation owing to it, as to some or all of the Holders of Registrable
Securities, or agree to accept alternatives to such performance, without
obtaining the consent of any Holder of Registrable Securities. In the event that
an underwriting agreement is entered into between the Company and any Holder,
and such underwriting agreement contains terms differing from this Agreement, as
to any such Holder the terms of such underwriting agreement shall govern.

     3.8  Effect of Amendment or Waiver.  The Investors and their successors and
          -----------------------------
assigns acknowledge that by the operation of Section 2.7 of this Agreement the
holders of a majority of the outstanding Registrable Securities, acting in
conjunction with the Company, will have the right and power to diminish or
eliminate any or all rights or increase any or all obligations pursuant to this
Agreement.

     3.9  Rights of Holders.  Each holder of Registrable Securities shall have
          -----------------
the absolute right to exercise or refrain from exercising any right or rights
that such holder may have by reason of this Agreement, including, without
Stations the right to consent to the waiver or modification of any obligation
under this Agreement, and such holder shall not incur any liability to any other
holder of any securities of the Company as a result of exercising or refraining
from exercising any such right or rights.

     3.10 Delays or Omissions.  No delay or omission to exercise any right,
          -------------------
power or remedy accruing to any party to this Agreement, upon any breach or
default of the other party, shall impair any such right, power or remedy of such
non-breaching party nor shall it be construed to be a waiver of any such breach
or default, or an acquiescence therein, or of or in any similar breach or
default thereafter occurring; nor shall any waiver of any single breach or
default be deemed a waiver of any other breach or default theretofore or
thereafter occurring. Any waiver, permit, consent or approval of any kind or
character on the part of any party of any breach or default under this
Agreement, or any waiver on the part of any party of any provisions or
conditions of this Agreement, must be made in writing and shall be effective
only to the extent specifically set forth in such writing. All remedies, either
under this Agreement, or by law or otherwise afforded to any holder, shall be
cumulative and not alternative.

     3.11 Restatement of Prior Agreement.  The Company and certain of the
          ------------------------------
Investors are parties to the Former Agreement. The Former Agreement may be
amended by the written consent of the holders of a majority of the Registrable
Securities. Through their execution of this Agreement, the Company and such
Investors, constituting at least 50% of the holders of the Registrable
Securities under the Former Agreement, agree to terminate the Former Agreement
and restate the terms thereof through this Agreement, with the result that this
Agreement shall constitute the sale agreement among the parties hereto with
respect to the registration of Registrable Securities.

                                      -15-
<PAGE>

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

COMPANY:

OMNIVISION TECHNOLOGIES, INC.
a California corporation



By: /s/ Shaw Hong
    --------------------
     Shaw Hong
     President

                                      -16-
<PAGE>

Series A Preferred Stock
     Investors:                     AUCERA TECHNOLOGY GROUP



                                    By /s/ Aucera Technology Group
                                      ---------------------------------

                                    Title
                                         ------------------------------

                                    /s/ Shen-Chih Chang
                                    -----------------------------------
                                    Shen-Chih Chang


                                    /s/ Datong Chen
                                    -----------------------------------
                                    Datong Chen


                                    /s/ Stanley Chui
                                    -----------------------------------
                                    Stanley Chui


                                    /s/ Xinping He
                                    -----------------------------------
                                    Xinping He


                                    HONG FAMILY TRUST


                                    By /s/ Hong Family Trust
                                      ---------------------------------

                                    Title
                                         ------------------------------


                                    /s/ Xinping He
                                    -----------------------------------
                                    Xinping He


                                    /s/ Jeanette Hong
                                    -----------------------------------
                                    Jeanette Hong

                                      -17-
<PAGE>

                                    /s/ Shaw Hong
                                    -----------------------------------
                                    Shaw Hong


                                    MAGAMAX CORP.



                                    By /s/ Magamax
                                      ---------------------------------

                                    Title
                                         ------------------------------


                                    MAGANUS DEVELOPMENT CORP.



                                    By /s/ Maganus Development Corp.
                                      ---------------------------------

                                    Title
                                         ------------------------------


                                    MAGNUS INVESTING CORP.



                                    By /s/ Magnus Investing Corp.
                                      ---------------------------------

                                    Title
                                         ------------------------------


                                    /s/ Andy Shia
                                    -----------------------------------
                                    Andy Shia


                                    /s/ Tai-Ching Shyu
                                    -----------------------------------
                                    Tai-Ching Shyu


                                    /s/ Raymond Wu
                                    -----------------------------------
                                    Raymond Wu

                                      -18-
<PAGE>

Series B Preferred Stock
     Investors:

                                    /s/ Marianne S. Bradley
                                    -----------------------------------
                                    Marianne S. Bradley



                                    BROTHERS INVESTMENT CORP.


                                    By: /s/ Brothers Investment Corp.
                                       --------------------------------

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


                                    /s/ Sam Chang
                                    -----------------------------------
                                    Sam Chang


                                    /s/ Yi-You Chang
                                    -----------------------------------
                                    Yi-You Chang


                                    /s/ Chu Yin Yeh Chen
                                    -----------------------------------
                                    Chu Yin Yeh Chen


                                    /s/ Jaan-Ming Chen
                                    -----------------------------------
                                    Jaan-Ming Chen


                                    /s/ Ling-Ying Chen
                                    -----------------------------------
                                    Ling-Ying Chen


                                    /s/ Melinda N. Chen
                                    -----------------------------------
                                    Melinda N. Chen


                                    /s/ Yih-Wu Chen
                                    -----------------------------------
                                    Yih-Wu Chen


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

                                      -19-
<PAGE>

                                    Eugene Cheng

                                    /s/ Lo-Hou Chen
                                    --------------------------------------
                                    Lo-Hou Chen

                                    /s/ Chen-Chieh Chien
                                    --------------------------------------
                                    Chen-Chieh Chien


                                    COSMOS TECHNOLOGY VENTURE
                                       CAPITAL INVESTMENT CORPORATION


                                    By: /s/ Cosmos Technology Venture
                                            Capital Investment Corporation
                                       -----------------------------------

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


                                    FORTUNE VENTURE CAPITAL CO.


                                    By: /s/ Fortune Venture Capital
                                       -----------------------------------

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


                                    GOLDEN TECHNOLOGY VENTURE
                                       CAPITAL INVESTMENT CORP.


                                    By: /s/ Golden Technology Venture
                                            Capital Investment Corp.
                                       -----------------------------------

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

                                    /s/ Ren-Wu Gong
                                    --------------------------------------
                                    Ren-Wu Gong

                                      -20-
<PAGE>

                                    /s/ Ting Herh
                                    -----------------------------------
                                    Ting Herh

                                    /s/ Johntie Hsu
                                    -----------------------------------
                                    Johntie Hsu

                                    /s/ Hsien-Ten Huang
                                    -----------------------------------
                                    Hsien-Ten Huang

                                    /s/ Teng Jui-Chen
                                    -----------------------------------
                                    Teng Jui-Chen

                                    /s/ Pei Fung Ku
                                    -----------------------------------
                                    Pei Fung Ku

                                    /s/ Robert P. Latta
                                    -----------------------------------
                                    Robert P. Latta

                                    /s/ Jui-Chen Lee
                                    -----------------------------------
                                    Jui-Chen Lee

                                    /s/ Hsueh-Fu Liao
                                    -----------------------------------
                                    Hsueh-Fu Liao

                                    /s/ Chuan Yu Lin
                                    -----------------------------------
                                    Chuan Yu Lin

                                    /s/ Fred R. Lin
                                    -----------------------------------
                                    Fred R. Lin

                                    /s/ Chiu-Tsao Liu
                                    -----------------------------------
                                    Chiu-Tsao Liu

                                      -21-
<PAGE>

                                    /s/ Shaw Teong Liu
                                    -----------------------------------
                                    Shaw Teong Liu


                                    LTC HOLDING PTE LTD.


                                    By: /s/ LTC Holding PTE Ltd.
                                        -------------------------------

                                    Title:_____________________________

                                    /s/ Hsiu-Fen Lu
                                    -----------------------------------
                                    Hsiu-Fen Lu

                                    /s/ Yi-Chen Mo
                                    -----------------------------------
                                    Yi-Chen Mo

                                    /s/ Hsin-An Mu
                                    -----------------------------------
                                    Hsin-An Mu

                                    /s/ Hsiao-Chen Peng
                                    -----------------------------------
                                    Hsiao-Chen Peng

                                    /s/ Li Chung Shin
                                    -----------------------------------
                                    Li Chung Shin

                                    /s/ Kung-Yuan Soong
                                    -----------------------------------
                                    Kung-Yuan Soong

                                    /s/ Ya-Hui Liu Tang
                                    -----------------------------------
                                    Ya-Hui Liu Tang

                                    /s/ Ming-Jen Tseng
                                    -----------------------------------
                                    Ming-Jen Tseng

                                      -22-
<PAGE>

                                    /s/ Sen-Tai Wen
                                    -----------------------------------
                                    Sen-Tai Wen

                                    /s/ I-Cheng Wong
                                    -----------------------------------
                                    I-Cheng Wong

                                    /s/ Somjai Wongaphisamphot
                                    -----------------------------------
                                    Somjai Wongaphisamphot


                                    WS INVESTMENTS 96B


                                    By: /s/ WS Investments 96B
                                        -------------------------------

                                    Title:_____________________________

                                    /s/ Chun Yang
                                    -----------------------------------
                                    Chun Yang

                                    /s/ Chih-Chiang Yeh
                                    -----------------------------------
                                    Chih-Chiang Yeh

                                    /s/ Chih-Kuo Yeh
                                    -----------------------------------
                                    Chih-Kuo Yeh

                                    /s/ Chih-Hung Yeh
                                    -----------------------------------
                                    Chih-Hung Yeh

                                    /s/ Der-Zhong Yeh
                                    -----------------------------------
                                    Der-Zhong Yeh

                                    /s/ Chih-Ming Yu
                                    -----------------------------------
                                    Chih-Ming Yu

                                      -23-
<PAGE>

Series C Preferred Stock
     Investors:                 DAITUNG VENTURE CAPITAL
  (First Closing)                 CORPORATION


                                By: /s/ Daitung Venture Capital Corporation
                                   -----------------------------------------

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


                                LITUNG VENTURE CAPITAL CORPORATION


                                By: /s/ Litung Venture Capital Corporation
                                   -----------------------------------------

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


                                WANTUNG VENTURE CAPITAL
                                  CORPORATION


                                By: /s/ Wantung Venture Capital Corporation
                                   -----------------------------------------

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


                                HUITUNG INVESTMENT (BVI) LIMITED


                                By: /s/ Huitung Investment (BVI) Limited
                                   -----------------------------------------

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


                                ORIX INVESTMENT AND
                                  MANAGEMENT PTE. LTD.


                                By: /s/ Orix Investment and Management PTE. LTD.
                                   ---------------------------------------------

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


                                      -24-
<PAGE>

                                    UNIVERSITY VENTURES, INC.


                                    By: /s/ University Ventures, Inc.
                                       --------------------------------

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


                                    /s/ Wen-Bing Soong
                                    -----------------------------------
                                    Wen-Bing Soong


                                    MATON FUND I, L.P.


                                    By: /s/ Maton Fund I, L.P.
                                       --------------------------------

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


                                    /s/ Christine Kim
                                    -----------------------------------
                                    Christine Kim


                                    /s/ Ming-Chin Wu
                                    -----------------------------------
                                    Ming-Chin Wu



Series C Preferred Stock
     Investors:
(May 1998 Closing)
                                    -----------------------------------

                                      -25-
<PAGE>

                                   Exhibit A
                                   ---------

                      HOLDERS OF SERIES A PREFERRED STOCK


                                           Shares of
           Name                       Series A Preferred
-------------------------------     -----------------------

Aucera Technology Group                      1,333,334

Shen-Chih Chang                                666,667

Datong Chen                                     50,000

Stanley Chui                                   833,333

Xinping He                                      16,667

Hong Family Trust                                8,333

Jeanette Hong                                   50,000

Shaw Hong                                       41,667

Magamax Corp.                                   83,334

Maganus Development Corp.                      666,667

Magnus Investing Corp.                         416,667

Andy Shia                                       16,667

Tai-Ching Shyu                                  33,333

Raymond Wu                                      83,334
                                             ---------
                                             4,300,003
                                             =========
<PAGE>

                               Exhibit A Cont'd.
                               -----------------

                      HOLDERS OF SERIES B PREFERRED STOCK



                                                                Shares of
                      Name                                  Series B Preferred
------------------------------------------------------   ----------------------
Marianne S. Bradley                                                3,334
Brothers Investment Corp.                                         60,000
Sam Chang                                                         20,000
Yi-You Chang                                                      10,000
Chu Yin Yeh Chen                                                 200,000
Jaan-Ming Chen                                                    15,000
Ling-Ying Chen                                                    15,000
Melinda N. Chen                                                    3,000
Yih-Wu Chen                                                       20,000
Eugene Cheng                                                      13,333
Lo-Hou Chew                                                       60,000
Chen-Chieh Chien                                                  20,000
Cosmos Technology Venture Capital Investment Corporation         500,000
Fortune Venture Capital Co.                                      540,000
Golden Technology Venture Capital Investment Corp.               500,000
Ren Wu Gong                                                       20,000
Ting Herh                                                         12,000
Johntie Hsu                                                      180,000
Hsien-Ten Huang                                                   10,000
Teng Jui-Chen                                                      2,000
Pei Fung Ku                                                       20,000
Robert P. Latta                                                    3,334
Jui-Chen Lee                                                       2,000
Hsueh-Fu Liao                                                     50,000
Chuan Yu Lin                                                      20,000
Fred R. Lin                                                       10,000
Chiu-Tsao Liu                                                     10,000
Shaw Teong Liu                                                     6,667
LTC Holding PTE Ltd.                                             472,000
Hsiu-Fen Lu                                                      200,000
Yi-Chen Mo                                                        15,000
Hsin-An Mu                                                        10,000
Hsiao-Chen Peng                                                   36,000
Li Chung Shih                                                     33,333
Kung-Yuan Soong                                                  173,000
Ya-Hui Liu Tang                                                   60,000
Ming-Jen Tseng                                                    20,000

                                      -2-
<PAGE>

                                                                Shares of
                      Name                                  Series B Preferred
------------------------------------------------------   ----------------------
Sen-Tai Wen                                                      50,000
I-Chang Wong                                                     15,000
Somjai Wongaphisamphot                                           50,000
WS Investments 96B                                               16,667
Chun Yang                                                        15,000
Chih Chiang Yeh                                                  60,000
Chih-Kuo Yeh                                                     60,000
Chih-Hung Yeh                                                     6,000
Der-Zhong Yeh                                                    34,000
Chih-Ming Yu                                                     20,000
                                                              ---------
                                                              3,671,668

                                      -3-
<PAGE>

                               Exhibit A Cont'd.
                               -----------------

                      HOLDERS OF SERIES C PREFERRED STOCK
                                (First Closing)


                                                        Shares of
                                                   Series C Preferred
                  Name                                (Post-Split)
-------------------------------------------   ---------------------------
Daitung Venture Capital Corporation                    133,333
Litung Venture Capital Corporation                     133,333
Wantung Venture Capital Corporation                    333,333
Huitung Investment (BVI) Limited                       266,667
ORIX Investment and Management Pte. Ltd.               133,333
University Ventures, Inc.                              166,667
Wen-Bing Soong                                         200,000
Maton Fund I, L.P.                                     166,667
Christine Kim                                            3,333
Ming-Chin Wu                                            16,000
                                                       -------

          TOTAL                                      1,552,666

                                      -4-
<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                     Page
<S>                                                                                  <C>
    SECTION 1 - Restrictions on Transferability; Registration Rights................   1

        1.1     Certain Definitions.................................................   1
        1.2     Restrictions........................................................   3
        1.3     Restrictive Legend..................................................   3
        1.4     Notice of Proposed Transfers........................................   3
        1.5     Requested Registration..............................................   4
        1.6     Company Registration................................................   6
        1.7     Registration on Form S-3............................................   8
        1.8     Limitations on Subsequent Registration Rights.......................   8
        1.9     Expenses of Registration............................................   9
       1.10     Registration Procedures.............................................   9
       1.11     Indemnification.....................................................   9
       1.12     Information by Holder...............................................  11
       1.13     Rule 144 Reporting..................................................  11
       1.14     Transfer of Registration Rights.....................................  11
       1.15     Standoff Agreement..................................................  12
       1.16     Termination of Rights...............................................  12

    SECTION 2 - Right of Participation..............................................  12

        2.1     Purchasers' Right of Participation..................................  12
        2.2     Termination of Participation Right..................................  14

    SECTION 3 - Miscellaneous.......................................................  14

        3.1     Assignment..........................................................  14
        3.2     Third Parties.......................................................  14
        3.3     Governing Law.......................................................  14
        3.4     Counterparts........................................................  15
        3.5     Notices.............................................................  15
        3.6     Severability........................................................  15
        3.7     Amendment and Waiver................................................  15
        3.8     Effect of Amendment or Waiver.......................................  15
        3.9     Rights of Holders...................................................  15
       3.10     Delays or Omissions.................................................  15
       3.11     Restatement of Prior Agreement......................................  16
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