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                                                                  Exhibit 4.12













                              AMENDED AND RESTATED
                           INVESTORS' RIGHTS AGREEMENT

                                 MARCH 14, 2000


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<TABLE>
<CAPTION>
                                TABLE OF CONTENTS

                                                                                      PAGE
<S>      <C>                                                                          <C>
1.       Registration Rights...........................................................1
         1.1      Definitions..........................................................1
         1.2      Intentionally Omitted................................................2
         1.3      Company Registration.................................................2
         1.4      Form S-3 Registration................................................3
         1.5      Obligations of the Company...........................................4
         1.6      Information from Holder..............................................5
         1.7      Expenses of Registration.............................................5
         1.8      Delay of Registration................................................6
         1.9      Indemnification......................................................6
         1.10     Reports Under Securities Exchange Act of 1934........................8
         1.11     Assignment of Registration Rights....................................9
         1.12     Limitations on Subsequent Registration Rights........................9
         1.13     "Market Stand-Off"Agreement..........................................9
         1.14     Termination of Registration Rights..................................10

2.       Covenants of the Company.....................................................10
         2.1      Delivery of Financial Statements....................................10
         2.2      Inspection..........................................................11
         2.3      Termination of Information and Inspection Covenants.................11
         2.4      Right of First Offer................................................11
         2.5      Observation Rights..................................................13
         2.6      Key-Man Insurance...................................................13
         2.7      Certain Corporate Transactions......................................13
         2.8      Right of First Refusal and Co-Sale Agreement........................13
         2.9      Termination of Certain Covenants....................................13

3.       Miscellaneous................................................................13
         3.1      Prior Agreement.....................................................13
         3.2      Successors and Assigns..............................................13
         3.3      Governing Law.......................................................14
         3.4      Counterparts........................................................14
         3.5      Titles and Subtitles................................................14
         3.6      Notices.............................................................14
         3.7      Expenses............................................................14
         3.8      Entire Agreement Amendments and Waivers.............................14
         3.9      Severability........................................................15
         3.10     Aggregation of Stock................................................15
         3.9      Severability........................................................16
         3.10     Aggregation of Stock................................................16
</TABLE>


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                              AMENDED AND RESTATED
                           INVESTORS' RIGHTS AGREEMENT

                  THIS INVESTORS' RIGHTS AGREEMENT is made as of the 14 day of
March, 2000, by and among TradeOut.com, Inc., a Delaware corporation (the
"Company"), and the investors listed on SCHEDULE A hereto, each of which is
herein referred to as an "Investor."

                                    RECITALS

                  WHEREAS, certain of the Investors (the "Existing Investors")
and the Company are parties to an Investors' Rights Agreement dated as of
October 18, 1999 (the "Prior Agreement") which they now desire to amend and
restate in its entirety; and

                  WHEREAS, certain of the Investors and the Company are parties
to the Series E Preferred Stock and Warrant Purchase Agreement of even date
herewith (the "Series E Agreement"), which provides that as a condition to the
closing of the sale of the Series E Preferred Stock (the "Series E Preferred
Stock") and Warrants, this Agreement must be executed and delivered by such
Investors, the Existing Investors and the Company.

                  NOW, THEREFORE, in consideration of the mutual promises and
covenants set forth herein, the Existing Investors hereby agree that the Prior
Agreement shall be terminated and superseded by this Agreement, and the parties
hereto further agree as follows:

                  1. REGISTRATION RIGHTS. The Company covenants and agrees as
follows:

                     1.1 DEFINITIONS. For purposes of this Section 1:

                         (a) The term "Act" means the Securities Act of 1933, as
amended.

                         (b) The term "Form S-3" means such form under the Act
as in effect on the date hereof or any registration form under the Act
subsequently adopted by the SEC that permits inclusion or incorporation of
substantial information by reference to other documents filed by the Company
with the SEC.

                         (c) The term "Holder" means any person owning or having
the right to acquire Registrable Securities or any assignee thereof in
accordance with Section 1.11 hereof.

                         (d) The term "Initial Public Offering" means the
Company's first firm commitment underwritten public offering of its Common Stock
under the Act.

                         (e) The term "1934 Act" means the Securities Exchange
Act of 1934, as amended.

                         (f) The term "register," "registered," and
"registration" refer to a registration effected by preparing and filing a
registration statement or similar document in


<PAGE>


compliance with the Act, and the declaration or ordering of effectiveness of
such registration statement or document.

                         (g) The term "Registrable Securities" means (i) the
Common Stock issuable or issued upon conversion of the Series A Preferred Stock,
Series B Preferred Stock, Series C Preferred Stock and the Series E Preferred
Stock, (ii) the Common Stock issuable upon exercise of the Warrants and (iii)
any Common Stock of the Company issued as (or issuable upon the conversion or
exercise of any warrant, right or other security that is issued as) a dividend
or other distribution with respect to, or in exchange for, or in replacement of,
the shares referenced in clauses (i) and (ii) above, excluding in all cases,
however, any Registrable Securities sold by a person in a transaction in which
his rights under this Section 1 are not assigned.

                         (h) The term "Qualified IPO" means the Company's
closing of a sale of its Common Stock in a firm commitment underwritten public
offering pursuant to a registration statement on Form S-1 or Form SB-2 (or any
successor form) under the Securities Act of 1933, as amended, the public
offering price of which was not less than $5.38 per share and the proceeds of
which are not less than $35,000,000 in the aggregate, or any other public
offering in which all outstanding shares of the Company's Preferred Stock
convert into shares of the Company's Common Stock.

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

                         (j) The term "SEC" shall mean the Securities and
Exchange Commission.

                         (k) The term "Warrants" shall mean any warrants to
purchase Common Stock issued to the Investors (including the Existing Investors
and the Investors purchasing the Series E Preferred Stock).

                  1.2 INTENTIONALLY OMITTED.

                  1.3 COMPANY REGISTRATION.

                         (a) If (but without any obligation to do so) the
Company proposes to register (including for this purpose a registration effected
by the Company for stockholders other than the Holders) any of its stock or
other securities under the Act in connection with the public offering of such
securities (other than a registration relating solely to the sale of securities
to participants in a Company stock plan, a registration relating to a corporate
reorganization or other transaction under Rule 145 of the Act, a registration on
any form that does not include substantially the same information as would be
required to be included in a registration statement covering the sale of the
Registrable Securities, or a registration in which the only Common Stock being
registered is Common Stock issuable upon conversion of debt securities that are
also being registered), the Company shall, at such time, promptly give each
Holder written notice of such registration. Upon the written request of each


                                       2
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Holder given within twenty (20) days after mailing of such notice by the Company
in accordance with Section 3.6, the Company shall, subject to the provisions of
Section 1.3(c), use all reasonable efforts to cause to be registered under the
Act all of the Registrable Securities that each such Holder has requested to be
registered.

                         (b) RIGHT TO TERMINATE REGISTRATION. The Company shall
have the right to terminate or withdraw any registration initiated by it under
this Section 1.3 prior to the effectiveness of such registration whether or not
any Holder has elected to include securities in such registration. The expenses
of such withdrawn registration shall be borne by the Company in accordance with
Section 1.7 hereof.

                         (c) UNDERWRITING REQUIREMENTS. In connection with any
offering involving an underwriting of shares of the Company's capital stock, the
Company shall not be required under this Section 1.3 to include any of the
Holders' securities in such underwriting unless they accept the terms of the
underwriting as agreed upon between the Company and the underwriters selected by
it (or by other persons entitled to select the underwriters) and enter into an
underwriting agreement in customary form with an underwriter or underwriters
selected by the Company, and then only in such quantity as the underwriters
determine in their sole discretion will not jeopardize the success of the
offering by the Company. If the total amount of securities, including
Registrable Securities, requested by stockholders to be included in such
offering exceeds the amount of securities sold other than by the Company that
the underwriters determine in their sole discretion is compatible with the
success of the offering, then the Company shall be required to include in the
offering only that number of such securities, including Registrable Securities,
that the underwriters determine in their sole discretion will not jeopardize the
success of the offering (the securities so included to be apportioned pro rata
among the selling stockholders according to the total amount of securities
entitled to be included therein owned by each selling stockholder or in such
other proportions as shall mutually be agreed to by such selling stockholders),
but in no event shall (i) the amount of securities of the selling Holders
included in the offering be reduced below thirty percent (30%) of the total
amount of securities included in such offering, unless such offering is the
initial public offering of the Company's securities, in which case the selling
Holders may be excluded if the underwriters make the determination described
above and no other stockholder's securities are included. For purposes of the
preceding parenthetical concerning apportionment, for any selling stockholder
that is a Holder of Registrable Securities and that is a partnership or
corporation, the partners, retired partners and stockholders of such Holder, or
the estates and family members of any such partners and retired partners and any
trusts for the benefit of any of the foregoing persons shall be deemed to be a
single "selling Holder," and any pro rata reduction with respect to such
"selling Holder" shall be based upon the aggregate amount of Registrable
Securities owned by all such related entities and individuals.

                  1.4 FORM S-3 REGISTRATION. In case the Company shall receive
from the Holders of at least twenty percent (20%) of the Registrable Securities
a written request or requests that the Company effect a registration on Form S-3
and any related qualification or compliance with respect to all or a part of the
Registrable Securities owned by such Holder or Holders, the Company shall:


                                       3
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                         (a) promptly give written notice of the proposed
registration, and any related qualification or compliance, to all other Holders;
and

                         (b) use all reasonable efforts to effect, as soon as
practicable, such registration and all such qualifications and compliances as
may be so requested and as would permit or facilitate the sale and distribution
of all or such portion of such Holders' Registrable Securities as are specified
in such request, together with all or such portion of the Registrable Securities
of any other Holders joining in such request as are specified in a written
request given within fifteen (15) days after receipt of such written notice from
the Company, provided, however, that the Company shall not be obligated to
effect any such registration, qualification or compliance, pursuant to this
Section 1.4:

                                  (i) if Form S-3 is not available for such
offering by the Holders;

                                  (ii) if the Holders, together with the holders
of any other securities of the Company entitled to inclusion in such
registration, propose to sell Registrable Securities and such other securities
(if any) at an aggregate price to the public (net of any underwriters' discounts
or commissions) of less than $10,000,000;

                                  (iii) if the Company shall furnish to the
Holders a certificate signed by the Chief Executive Officer or Chairman of the
Board of the Company stating that in the good faith judgment of the Board of
Directors of the Company, it would be seriously detrimental to the Company and
its stockholders for such Form S-3 Registration to be effected at such time, in
which event the Company shall have the right to defer the filing of the Form S-3
registration statement for a period of not more than one hundred twenty (120)
days after receipt of the request of the Holder or Holders under this Section
1.4; provided, however, that the Company shall not utilize this right more than
once in any twelve (12)-month period;

                                  (iv) if the Company has already effected four
(4) registrations on Form S-3 for the Holders pursuant to this Section 1.4; or

                                  (v) in any particular jurisdiction in which
the Company would be required to qualify to do business or to execute a general
consent to service of process in effecting such registration, qualification or
compliance.

                         (c) Subject to the foregoing, the Company shall file a
registration statement covering the Registrable Securities and other securities
so requested to be registered as soon as practicable after receipt of the
request or requests of the Holders.

                  1.5 OBLIGATIONS OF THE COMPANY. Whenever required under this
Section 1 to effect the registration of any Registrable Securities, the Company
shall, as expeditiously as reasonably possible:

                         (a) prepare and file with the SEC a registration
statement with respect to such Registrable Securities and use all reasonable
efforts to cause such registration statement to become effective, and, upon the
request of the Holders of a majority of the Registrable Securities registered
thereunder, keep such registration statement effective for a


                                       4
<PAGE>


period of up to one hundred twenty (120) days or, if earlier, until the
distribution contemplated in the Registration Statement has been completed;

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

                         (c) furnish to the Holders such numbers of copies of a
prospectus, including a preliminary prospectus, in conformity with the
requirements of the Act, and such other documents as they may reasonably request
in order to facilitate the disposition of Registrable Securities owned by them;

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

                         (e) in the event of any underwritten public offering,
enter into and perform its obligations under an underwriting agreement, in usual
and customary form, with the managing underwriter of such offering;

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

                         (g) cause all such Registrable Securities registered
pursuant hereunder to be listed on each securities exchange on which similar
securities issued by the Company are then listed; and

                         (h) provide a transfer agent and registrar for all
Registrable Securities registered pursuant hereunder and a CUSIP number for all
such Registrable Securities, in each case not later than the effective date of
such registration.

                  1.6 INFORMATION FROM HOLDER. It shall be a condition precedent
to the obligations of the Company to take any action pursuant to this Section 1
with respect to the Registrable Securities of any selling Holder that such
Holder shall furnish to the Company such information regarding itself, the
Registrable Securities held by it, and the intended method of disposition of
such securities as shall be required to effect the registration of such Holder's
Registrable Securities.

                  1.7 EXPENSES OF REGISTRATION. All expenses other than
underwriting discounts and commissions incurred in connection with
registrations, filings or qualifications pursuant to Sections 1.3 and 1.4,
including (without limitation) all registration, filing and


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qualification fees, printers' and accounting fees, fees and disbursements of
counsel for the Company and the reasonable fees and disbursements of one counsel
for the selling Holders shall be borne by the Company. Notwithstanding the
foregoing, the Company shall not be required to pay for any expenses of any
registration proceeding begun pursuant to Section 1.4 if the registration
request is subsequently withdrawn at the request of the Holders of a majority of
the Registrable Securities to be registered (in which case all participating
Holders shall bear such expenses pro rata based upon the number of Registrable
Securities that were to be requested in the withdrawn registration), provided,
however, that if at the time of such withdrawal, the Holders have learned of a
material adverse change in the condition, business, or prospects of the Company
from that known to the Holders at the time of their request and have withdrawn
the request with reasonable promptness following disclosure by the Company of
such material adverse change, then the Holders shall not be required to pay any
of such expenses and shall retain their rights pursuant to Section 1.4.

                  1.8 DELAY OF REGISTRATION. No Holder shall have any right to
obtain or seek an injunction restraining or otherwise delaying any such
registration as the result of any controversy that might arise with respect to
the interpretation or implementation of this Section 1.

                  1.9 INDEMNIFICATION. In the event any Registrable Securities
are included in a registration statement under this Section 1:

                         (a) To the extent permitted by law, the Company will
indemnify and hold harmless each Holder, the partners or officers, directors and
stockholders of each Holder, legal counsel and accountants for each Holder, any
underwriter (as defined in the Act) for such Holder and each person, if any, who
controls such Holder or underwriter within the meaning of the Act or the 1934
Act, against any losses, claims, damages or liabilities (joint or several) to
which they may become subject under the Act, the 1934 Act or any state
securities laws, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any of the following
statements, omissions or violations (collectively a "Violation"): (i) any untrue
statement or alleged untrue statement of a material fact contained in such
registration statement, including any preliminary prospectus or final prospectus
contained therein or any amendments or supplements thereto, (ii) the omission or
alleged omission to state therein a material fact required to be stated therein,
or necessary to make the statements therein not misleading, or (iii) any
violation or alleged violation by the Company of the Act, the 1934 Act, any
state securities laws or any rule or regulation promulgated under the Act, the
1934 Act or any state securities laws; and the Company will reimburse each such
Holder, underwriter or controlling person for any legal or other expenses
reasonably incurred by them, as incurred, in connection with investigating or
defending any such loss, claim, damage, liability or action; provided, however,
that the indemnity agreement contained in this subsection 1.9(a) shall not apply
to amounts paid in settlement of any such loss, claim, damage, liability or
action if such settlement is effected without the consent of the Company (which
consent shall not be unreasonably withheld), nor shall the Company be liable in
any such case for any such loss, claim, damage, liability or action to the
extent that it arises out of or is based upon a Violation that occurs in
reliance upon and in conformity with written information furnished expressly for
use in connection with such registration by any such Holder, underwriter or
controlling person; provided further, however, that the foregoing indemnity
agreement with respect to any


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<PAGE>


preliminary prospectus shall not inure to the benefit of any Holder or
underwriter, or any person controlling such Holder or underwriter, from whom the
person asserting any such losses, claims, damages or liabilities purchased
shares in the offering, if a copy of the prospectus (as then amended or
supplemented if the Company shall have furnished any amendments or supplements
thereto) was not sent or given by or on behalf of such Holder or underwriter to
such person, if required by law so to have been delivered, at or prior to the
written confirmation of the sale of the shares to such person, and if the
prospectus (as so amended or supplemented) would have cured the defect giving
rise to such loss, claim, damage or liability.

                         (b) To the extent permitted by law, each selling Holder
will indemnify and hold harmless the Company, each of its directors, each of its
officers who has signed the registration statement, each person, if any, who
controls the Company within the meaning of the Act, legal counsel and
accountants for the Company, any underwriter, any other Holder selling
securities in such registration statement and any controlling person of any such
underwriter or other Holder, against any losses, claims, damages or liabilities
(joint or several) to which any of the foregoing persons may become subject,
under the Act, the 1934 Act or any state securities laws, insofar as such
losses, claims, damages or liabilities (or actions in respect thereto) arise out
of or are based upon any Violation, in each case to the extent (and only to the
extent) that such Violation occurs in reliance upon and in conformity with
written information furnished by such Holder expressly for use in connection
with such registration; and each such Holder will reimburse any person intended
to be indemnified pursuant to this subsection 1.9(b), for any legal or other
expenses reasonably incurred by such person, as incurred, in connection with
investigating or defending any such loss, claim, damage, liability or action;
provided, however, that the indemnity agreement contained in this subsection
1.9(b) shall not apply to amounts paid in settlement of any such loss, claim,
damage, liability or action if such settlement is effected without the consent
of the Holder (which consent shall not be unreasonably withheld), provided that
in no event shall any indemnity under this subsection 1.9(b) exceed the net
proceeds from the offering received by such Holder.

                         (c) Promptly after receipt by an indemnified party
under this Section 1.9 of notice of the commencement of any action (including
any governmental action), such indemnified party will, if a claim in respect
thereof is to be made against any indemnifying party under this Section 1.9,
deliver to the indemnifying party a written notice of the commencement thereof
and the indemnifying party shall have the right to participate in, and, to the
extent the indemnifying party so desires, jointly with any other indemnifying
party similarly noticed, to assume the defense thereof with counsel mutually
satisfactory to the parties; provided, however, that an indemnified party
(together with all other indemnified parties that may be represented without
conflict by one counsel) shall have the right to retain one separate counsel,
with the fees and expenses to be paid by the indemnifying party, if
representation of such indemnified party by the counsel retained by the
indemnifying party would be inappropriate due to actual or potential differing
interests between such indemnified party and any other party represented by such
counsel in such proceeding. The failure to deliver written notice to the
indemnifying party within a reasonable time of the commencement of any such
action, if prejudicial to its ability to defend such action, shall relieve such
indemnifying party of any liability to the indemnified party under this Section
1.9, to the extent it has been so prejudiced, but the omission so to deliver
written notice to the indemnifying party will not relieve it of any liability
that it may have to any indemnified party otherwise than under this Section 1.9.


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<PAGE>


                         (d) If the indemnification provided for in this Section
1.9 is held by a court of competent jurisdiction to be unavailable to an
indemnified party with respect to any loss, liability, claim, damage or expense
referred to herein, then the indemnifying party, in lieu of indemnifying such
indemnified party hereunder, shall contribute to the amount paid or payable by
such indemnified party as a result of such loss, liability, claim, damage or
expense in such proportion as is appropriate to reflect the relative fault of
the indemnifying party on the one hand and of the indemnified party on the other
in connection with the statements or omissions that resulted in such loss,
liability, claim, damage or expense, as well as any other relevant equitable
considerations. The relative fault of the indemnifying party and of the
indemnified party shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission to state a material fact relates to information supplied by the
indemnifying party or by the indemnified party and the parties' relative intent
knowledge, access to information, and opportunity to correct or prevent such
statement or omission.

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

                         (f) The obligations of the Company and Holders under
this Section 1.9 shall survive the completion of any offering of Registrable
Securities in a registration statement under this Section 1, and otherwise.

                  1.10 REPORTS UNDER SECURITIES EXCHANGE ACT OF 1934. With a
view to making available to the Holders the benefits of Rule 144 promulgated
under the Act and any other rule or regulation of the SEC that may at any time
permit a Holder to sell securities of the Company to the public without
registration or pursuant to a registration on Form S-3, the Company agrees to:

                         (a) make and keep public information available, as
those terms are understood and defined in SEC Rule 144, at all times after
ninety (90) days after the effective date of the Initial Public Offering;

                         (b) file with the SEC in a timely manner all reports
and other documents required of the Company under the Act and the 1934 Act; and

                         (c) furnish to any Holder, so long as the Holder owns
any Registrable Securities, forthwith upon request (i) a written statement by
the Company that it has complied with the reporting requirements of SEC Rule 144
(at any time after ninety (90) days after the effective date of the first
registration statement filed by the Company), the Act and the 1934 Act (at any
time after it has become subject to such reporting requirements), or that it
qualifies as a registrant whose securities may be resold pursuant to Form S-3
(at any time after it so qualifies), (ii) a copy of the most recent annual or
quarterly report of the Company and such other reports and documents so filed by
the Company, and (iii) such other information as may be reasonably requested in
availing any Holder of any rule or regulation of the SEC that permits the
selling of any such securities without registration or pursuant to such form.


                                       8
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                  1.11 ASSIGNMENT OF REGISTRATION RIGHTS. The rights to cause
the Company to register Registrable Securities pursuant to this Section 1 may be
assigned (but only with all related obligations) by a Holder to a transferee or
assignee of such securities that (i) is a limited partnership of which the
Holder is a general partner, or subsidiary, affiliate, parent, partner, limited
partner, retired partner or stockholder of a Holder, (ii) is a Holder's family
member or trust for the benefit of an individual Holder, or (iii) after such
assignment or transfer, holds at least 300,000 shares of Registrable Securities
(subject to appropriate adjustment for stock splits, stock dividends,
combinations and other recapitalizations), provided: (a) the Company is, within
a reasonable time after such transfer, furnished with written notice of the name
and address of such transferee or assignee and the securities with respect to
which such registration rights are being assigned; (b) such transferee or
assignee agrees in writing to be bound by and subject to the terms and
conditions of this Agreement, including without limitation the provisions of
Section 1.13 below; and (c) such assignment shall be effective only if
immediately following such transfer the further disposition of such securities
by the transferee or assignee is restricted under the Act. Notwithstanding the
foregoing, the rights to cause the Company to register Registrable Securities
pursuant to this Section 1 may be assigned as provided herein by a holder of
Series E Preferred Stock to a transferee or assignee of such securities that,
after such assignment or transfer, holds at least 50,000 shares of Registrable
Securities (subject to appropriate adjustment for stock splits, stock dividends,
combinations and other recapitalizations) provided that the conditions set forth
in subsections (a), (b) and (c) of this Section 1.11 are met.

                  1.12 LIMITATIONS ON SUBSEQUENT REGISTRATION RIGHTS. From and
after the date of this Agreement, the Company shall not, without the prior
written consent of (i) the Holders of a majority of the Registrable Securities
and (ii) the holders of a majority of the Series E Preferred Stock (or Common
Stock issued upon conversion thereof) voting as a separate series, enter into
any agreement with any holder or prospective holder of any securities of the
Company that would allow such holder or prospective holder (a) to include such
securities in any registration filed under Section 1.3 hereof, unless under the
terms of such agreement, such holder or prospective holder may include such
securities in any such registration only to the extent that the inclusion of
such securities will not reduce the amount of the Registrable Securities of the
Holders that are included or (b) to demand registration of their securities.

                  1.13 "MARKET STAND-OFF" AGREEMENT. Each Holder hereby agrees
that it will not, without the prior written consent of the managing underwriter,
during the period commencing on the date of the final prospectus relating to the
Company's initial public offering and ending on the date specified by the
Company and the managing underwriter (such period not to exceed one hundred
eighty (180) days) (i) lend, offer, pledge, sell, contract to sell, sell any
option or contract to purchase, purchase any option or contract to sell, grant
any option, right or warrant to purchase, or otherwise transfer or dispose of,
directly or indirectly, any shares of Common Stock or any securities convertible
into or exercisable or exchangeable for Common Stock (whether such shares or any
such securities are then owned by the Holder or are thereafter acquired), or
(ii) enter into any swap or other arrangement that transfers to another, in
whole or in part, any of the economic consequences of ownership of the Common
Stock, whether any such transaction described in clause (i) or (ii) above is to
be settled by delivery of Common Stock or such other securities, in cash or
otherwise. The foregoing provisions of this Section 1.13 shall apply only to the
Company's initial public offering of equity securities, shall not apply


                                       9
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to the sale of any shares to an underwriter pursuant to an underwriting
agreement, and shall only be applicable to the Holders if all officers and
directors and greater than two percent (2%) stockholders of the Company enter
into similar agreements. The underwriters in connection with the Company's
initial public offering are intended third party beneficiaries of this Section
1.13 and shall have the right, power and authority to enforce the provisions
hereof as though they were a party hereto. Notwithstanding the foregoing, the
provisions of this Section 1.13 shall not apply to shares of Common Stock
purchased by the holders of Series E Preferred Stock (or Common Stock issued
upon conversion of Series E Preferred Stock) in the Initial Public Offering or
purchased or sold in market transactions after the Initial Public Offering.

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

                  1.14 TERMINATION OF REGISTRATION RIGHTS. No Holder shall be
entitled to exercise any right provided for in this Section 1 after five (5)
years following the consummation of the Initial Public Offering or, as to any
Holder, such earlier time at which all Registrable Securities held by such
Holder (and any affiliate of the Holder with whom such Holder must aggregate its
sales under Rule 144) can be sold in any three (3)-month period without
registration in compliance with Rule 144 of the Act.

            2. COVENANTS OF THE COMPANY.

                  2.1 DELIVERY OF FINANCIAL STATEMENTS. The Company shall
deliver to each Investor that holds at least 300,000 shares (as adjusted for
subsequent stock splits, stock dividends, combinations, recapitalizations and
the like) of Series A Preferred Stock, Series B Preferred Stock, Series C
Preferred Stock, Series E Preferred Stock and/or Warrants (or Common Stock
issuable upon conversion or exercise thereof) of the Company:

                    (a) as soon as practicable, but in any event within ninety
(90) days after the end of each fiscal year of the Company, an income statement
for such fiscal year, a balance sheet of the Company and statement of
stockholder's equity as of the end of such year, and a statement of cash flows
for such year, such year-end financial reports to be in reasonable detail,
prepared in accordance with generally accepted accounting principles ("GAAP"),
and audited and certified by independent public accountants of nationally
recognized standing selected by the Company;

                    (b) as soon as practicable, but in any event within
forty-five (45) days after the end of each of the first three (3) quarters of
each fiscal year of the Company, an unaudited income statement, statement of
cash flows for such fiscal quarter and an unaudited balance sheet as of the end
of such fiscal quarter.

                    (c) within thirty (30) days of the end of each month, an
unaudited income statement and statement of cash flows and balance sheet for and
as of the end of such month, in reasonable detail;

                    (d) as soon as practicable, but in any event at least thirty
(30) days prior to the end of each fiscal year, a budget and business plan for
the next fiscal year,


                                       10
<PAGE>


prepared on a monthly basis, including balance sheets, income statements and
statements of cash flows for such months and, as soon as prepared, any other
budgets or revised budgets prepared by the Company;

                    (e) with respect to the financial statements called for in
subsections (b) and (c) of this Section 2.1, an instrument executed by the Chief
Financial Officer or President of the Company certifying that such financials
were prepared in accordance with GAAP consistently applied with prior practice
for earlier periods (with the exception of footnotes that may be required by
GAAP) and fairly present the financial condition of the Company and its results
of operation for the period specified, subject to year-end audit adjustment; and

                    (f) such other information relating to the financial
condition, business, prospects or corporate affairs of the Company as the
Investor or any assignee of the Investor may from time to time reasonably
request, provided, however, that the Company shall not be obligated under this
subsection (f) or any other subsection of Section 2.1 to provide information
that it deems in good faith to be a trade secret or similar confidential
information.

                  2.2 INSPECTION. The Company shall permit each Investor that
holds at least 300,000 shares (as adjusted for subsequent stock splits, stock
dividends, combinations, recapitalizations and the like) of Series A Preferred
Stock, Series B Preferred Stock, Series C Preferred Stock, Series E Preferred
Stock and/or Warrants (or Common Stock issuable upon conversion or exercise
thereof) of the Company, at such Investor's expense, to visit and inspect the
Company's properties, to examine its books of account and records and to discuss
the Company's affairs, finances and accounts with its officers, all at such
reasonable times and upon reasonable notice, as may be requested by the
Investor, provided, however, that the Company shall not be obligated pursuant to
this Section 2.2 to provide access to any information that it reasonably
considers to be a trade secret or similar confidential information.

                  2.3 TERMINATION OF INFORMATION AND INSPECTION COVENANTS. The
covenants set forth in Sections 2.1 and 2.2 shall terminate and shall be of no
further force or effect when the sale of securities pursuant to a registration
statement filed by the Company under the Act when (i) the Initial Public
Offering is consummated or (ii) the Company first becomes subject to the
periodic reporting requirements of Sections 12(g) or 15(d) of the 1934 Act,
whichever event shall first occur.

                  2.4 RIGHT OF FIRST OFFER. Subject to the terms and conditions
specified in this Section 2.4, the Company hereby grants to each Major Investor
(as hereinafter defined) a right of first offer with respect to future sales by
the Company of its Shares (as hereinafter defined). For purposes of this Section
2.4, a Major Investor shall mean any Investor or transferee that holds at least
300,000 shares (as adjusted for subsequent stock splits, stock dividends,
combinations, recapitalizations and the like) of Series A Preferred Stock,
Series B Preferred Stock, Series C Preferred Stock, Series E Preferred Stock
and/or Warrants (or Common Stock issuable upon conversion or exercise thereof)
of the Company. For purposes of this Section 2.4, an Investor includes any
general partners and affiliates of an Investor, and any partnership of which an
Investor is a general partner. A Major Investor shall be entitled to apportion
the right of first offer hereby granted it among itself and its partners and
affiliates,


                                       11
<PAGE>


including any partnership of which the Investor is a general partner, in such
proportions as it deems appropriate.

                  Each time the Company proposes to offer any shares of, or
securities convertible into or exchangeable or exercisable for any shares of,
any class of its capital stock ("Shares"), the Company shall first make an
offering of such Shares to each Major Investor in accordance with the following
provisions.

                    (a) The Company shall deliver a notice in accordance with
Section 3.6 ("Notice") to the Major Investors stating (i) its bona fide
intention to offer such Shares, (ii) the number of such Shares to be offered,
and (iii) the price and terms upon which it proposes to offer such Shares.

                    (b) By written notification received by the Company, within
twenty (20) calendar days after receipt of the Notice, the Major Investor may
elect to purchase or obtain, at the price and on the terms specified in the
Notice, up to that portion of such Shares that equals the proportion that the
number of shares of Common Stock issued and held, or issuable upon conversion of
the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock
and Series E Preferred Stock and upon exercise of the Warrants, then held by
such Major Investor, bears to the total number of shares of Common Stock of the
Company then outstanding (assuming full conversion and exercise of all
convertible and exercisable securities).

                    (c) If all Shares that the Major Investors are entitled to
obtain pursuant to subsection 2.4(b) are not elected to be obtained as provided
in subsection 2.4(b) hereof, the Company may, during the ninety (90) day period
following the expiration of the period provided in subsection 2.4(b) hereof,
offer the remaining unsubscribed portion of such Shares to any person or persons
at a price not less than, and upon terms no more favorable to the offeree than
those specified in the Notice. If the Company does not enter into an agreement
for the sale of the Shares within such period, or if such agreement is not
consummated within ninety (90) days of the execution thereof, the right provided
hereunder shall be deemed to be revived and such Shares shall not be offered
unless first reoffered to the Major Investors in accordance herewith.

                    (d) Subject to the following sentence, the right of first
offer in this Section 2.4 shall not be applicable to (i) the issuance or sale of
shares of Common Stock (or options therefor) to employees, officers, directors
and consultants for the primary purpose of soliciting or retaining their
services; (ii) the issuance of securities pursuant to a Qualified IPO, (iii) the
issuance of securities pursuant to the conversion or exercise of convertible or
exercisable securities, (iv) the issuance of securities in connection with a
bona fide business acquisition of or by the Company, whether by merger,
consolidation, sale of assets, sale or exchange of stock or otherwise or (v) the
issuance of stock, warrants or other securities or rights to persons or entities
with which the Company has business relationships provided such issuances are
for other than primarily equity financing purposes. If the issuance referred to
in the foregoing clauses (iv) or (v) is to an affiliate of the Company, then the
issuance shall be subject to the right of first offer in this Section 2.4 unless
the issuance is approved by a majority of the Board of Directors excluding, for
such determination, any director that is an affiliate of the person or entity to
receive the issuance. An "affiliate" of, or a person "affiliated" with, a
specified person shall


                                       12
<PAGE>


mean a person that directly, or indirectly through one or more intermediaries,
controls or is controlled by, or is under common control with, the person
specified.

                  2.5 OBSERVATION RIGHTS. Subject to applicable laws, rules and
regulations, so long as Evo Capital Fund I, L.P. ("Evo") owns Series E Preferred
Stock issued to it pursuant to the Series E Agreement (or Common Stock issued on
conversion thereof), Evo shall be entitled to designate one individual, whom
shall be acceptable to the Company, to attend the Company's meetings of the
Board of Directors and, in this respect, the Company shall provide such
individual with copies of all notices, minutes, consents and other material that
it provides to its directors, at the time that it provides such materials to its
directors; provided that such designee shall enter into a confidentiality
agreement, in form and substance reasonably acceptable to the Company, as a
condition precedent to such attendance.

                  2.6 KEY-MAN INSURANCE. Upon determination of the Board of
Directors, the Company shall obtain and maintain in full force and effect term
life insurance in the amount of not less than $ 1,000,000 on the life of Brin
McCagg, with proceeds payable to the Company, until such time as the Board of
Directors determines that such insurance should be discontinued.

                  2.7 CERTAIN CORPORATE TRANSACTIONS. The Company shall not
without first obtaining the approval of the holders of at least a majority of
the then outstanding shares of Series A Preferred Stock: (i) sell, convey, or
otherwise dispose of all or substantially all of its property or business to an
affiliate of the Company, (ii) merge into or consolidate with any other
corporation or other entity that is an affiliate of the Company or (iii) effect
any transaction or series of related transactions with an affiliate of the
Company after which such affiliate owns more than fifty percent (50%) of the
voting power of the Company. An "affiliate" of, or a person "affiliated" with, a
specified person shall mean a person that directly, or indirectly through one or
more intermediaries, controls or is controlled by, or is under common control
with, the person specified.

                  2.8 RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT. Each holder
of one-half percent (0.5%) of the Company's outstanding Common Stock (on a
fully-diluted, as converted basis) immediately prior to the Closing (as defined
in the Series E Agreement) shall have entered into the Co-Sale Agreement (as
defined in the Series E Agreement). The Company shall use its best efforts to
promptly cause each additional holder of the Company's outstanding Common Stock
to become a party to the Co-Sale Agreement.

                  2.9 TERMINATION OF CERTAIN COVENANTS. The covenants set forth
in Sections 2.4, 2.5, 2.6, 2.7 and 2.8 shall terminate and be of no further
force or effect upon the consummation of a Qualified IPO.

              3.       MISCELLANEOUS.

                  3.1 PRIOR AGREEMENT. The Prior Agreement is hereby terminated
with respect to all parties thereto and is of no further force and effect.

                  3.2 SUCCESSORS AND ASSIGNS. Except as otherwise provided
herein, the terms and conditions of this Agreement shall inure to the benefit of
and be binding upon the


                                       13
<PAGE>


respective successors and assigns of the parties (including transferees of any
shares of Registrable Securities), provided, however, that, except as otherwise
set forth in Section 1.11 above, the rights and obligations of the Investors
hereunder may not be assigned without the prior written consent of the Company.
Nothing in this Agreement, express or implied, is intended to confer upon any
party other than the parties hereto or 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 New York as applied to agreements among
New York residents entered into and to be performed entirely within New York.

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

                  3.5 TITLES AND SUBTITLES. The titles and subtitles used in
this Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.

                  3.6 NOTICES. Unless otherwise provided, any notice required or
permitted this Agreement shall be given in writing and shall be deemed
effectively given upon personal delivery to the party to be notified or upon
delivery by confirmed facsimile transmission, nationally recognized overnight
courier service, or upon deposit with the United States Post Office, by
registered or certified mail, or in the case of holders resident outside of the
United States, by registered or certified airmail, postage prepaid and addressed
to the party to be notified at the address indicated for such party on the
signature page hereof, or at such other address as such party may designate by
ten (10) days' advance written notice to the other parties.

                  3.7 EXPENSES. If any action at law or in equity is necessary
to enforce or interpret the terms of this Agreement, the prevailing party shall
be entitled to reasonable attorneys' fees, costs and necessary disbursements in
addition to any other relief to which such party may be entitled.

                  3.8 ENTIRE AGREEMENT AMENDMENTS AND WAIVERS. This Agreement
(including the Exhibits hereto, if any) constitutes the full and entire
understanding and agreement among the parties with regard to the subjects hereof
and thereof. Any term of this Agreement may be amended and the observance of any
term of this Agreement may be waived (either generally or in a particular
instance and either retroactively or prospectively), only with the written
consent of the Company and the holders of at least seventy percent (70%) of the
Registrable Securities. Any amendment or waiver effected in accordance with this
paragraph shall be binding upon each holder of any Registrable Securities each
future holder of all such Registrable Securities, and the Company.
Notwithstanding the foregoing, any amendment that affects any holder of Series E
Preferred Stock (or Common Stock issued upon conversion thereof) differently
than it affects all other Holders hereunder shall not be effective against such
holder without the written consent of such holder.


                                       14
<PAGE>


                  3.9 SEVERABILITY. If one or more provisions of this Agreement
are held to be unenforceable under applicable law, such provision shall be
excluded from this Agreement and the balance of the Agreement shall be
interpreted as if such provision were so excluded and shall be enforceable in
accordance with its terms.

                  3.10 AGGREGATION OF STOCK. All shares of Registrable
Securities held or acquired by affiliated entities or persons shall be
aggregated together for the purpose of determining the availability of any
rights under this Agreement.

              [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]


                                       15
<PAGE>


                  IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first above written.

                                  COMPANY:

                                  TRADEOUT.COM, INC.

                                  By:    /s/ George Samenuk
                                    -----------------------------------------
                                  Title:   President and Chief Executive Officer

                                  INVESTORS:

                                  By:
                                     ----------------------------------------
                                  Title:
                                        -------------------------------------

                                       16