<PAGE>

                                                                     EXHIBIT 4.2



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                                    2BRIDGE
                             AMENDED AND RESTATED
                          INVESTORS' RIGHTS AGREEMENT



                                March 10, 2000






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<PAGE>

                               TABLE OF CONTENTS

                                                          Page
                                                          ----

1.   Registration Rights..................................   1
     1.1   Definitions....................................   1
     1.2   Requested Registration.........................   3
     1.3   Piggy-back Registration Rights.................   5
     1.4   Form S-3 Registration..........................   6
     1.5   Obligations of the Company.....................   7
     1.6   Furnish Information............................   8
     1.7   Expenses of Registration.......................   8
     1.8   Delay of Registration..........................   9
     1.9   Indemnification................................   9
     1.10  Reports Under Securities Exchange Act of 1934..  11
     1.11  Assignment of Registration Rights..............  11
     1.12  Limitations on Subsequent Registration Rights..  12
     1.13  Market Stand-off Agreement.....................  12
     1.14  Termination of Registration Rights.............  12

2.   Rights of First Refusal..............................  12
     2.4  Exercise of Right...............................  14
     2.5  Lapse and Reinstatement of Right................  14
     2.6  Termination.....................................  14

3.   Information and Board Visitation Rights..............  15

4.   Restrictions on Transfer.............................  16
     4.2  Legends.........................................  17

5.   General Provisions...................................  18
     5.1   Further Assurances.............................  18
     5.2   Rights Cumulative..............................  18
     5.3   Notices........................................  18
     5.4   Term...........................................  18
     5.5   Severability...................................  19
     5.6   Attorneys' Fees................................  19
     5.7   Entire Agreement...............................  19
     5.8   Choice of Law..................................  19
     5.9   Binding on Heirs, Successors and Assigns.......  19
     5.10  Amendment; Waiver..............................  19
     5.11  Counterparts...................................  20



                                      -i-
<PAGE>

                                    2BRIDGE

                AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT

     THIS AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT ("Agreement") is
entered into as of March 10, 2000, by and among 2Bridge, a California
corporation (the "Company"), and the persons identified as "Investors" on
Exhibits A-1, A-2, A-3 and A-4 hereof.

                                    RECITALS

     WHEREAS, the Series A Preferred Stock ("Series A Preferred") Investors
listed on Exhibit A-1, the Series B Preferred Stock ( "Series B Preferred")
Investors listed on Exhibit A-2 hereto and the Series C Preferred Stock ("Series
C Preferred") Investors listed on Exhibit A-3 hereto are parties to the Second
Amended and Restated Investors' Rights Agreement dated as of July 23, 1999 (the
"Prior Agreement"), pursuant to which the Company granted to the Series A
Preferred, Series B Preferred and Series C Preferred Investors certain
registration and purchase rights; and

     WHEREAS, in connection with the Company's issuance of Series D Preferred
Stock ("Series D Preferred") to certain Investors listed on Exhibit A-4 hereto
pursuant to the Series D Preferred Stock Purchase Agreement of even date
herewith (the "Purchase Agreement"), the Series A Preferred, Series B Preferred
and Series C Preferred Investors have agreed to amend and restate the Prior
Agreement as set forth herein.

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

1.  Registration Rights. The Company hereby covenants and agrees as follows:
    -------------------

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

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

         (b)  "1934 Act" means the Securities Exchange Act of 1934, as amended.

         (c)  "Common Stock" means the Company's Common  Stock.

         (d)  "Form S-3" means such form under the 1933 Act as in effect on the
date hereof or any registration form under the 1933 Act subsequently adopted by
the Securities and Exchange Commission ("SEC") which permits inclusion or
incorporation of substantial information by reference to other documents filed
by the Company with the SEC.
<PAGE>

         (e)  "Holder" means any person owning of record Registrable Securities
or any permitted assignee thereof in accordance with Section 1.11 below.

         (f)  "Initiating Holders" means any Holders who in the aggregate
possess more than 25% of the Registrable Securities then outstanding.

         (g)  "Initial Public Offering" means the Company's first Public
Offering.

         (h)  "Public Offering" means any registered offering of the Company's
securities solely for cash, other than a registration (i) on Form S-8 or any
form which 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 (ii) with respect to an employee benefit plan, or
(iii) solely in connection with a Rule 145 transaction under the 1933 Act.

         (i)  The terms "register," "registered" and "registration" refer to a
registration effected by preparing and filing a registration statement or
similar document in compliance with the 1933 Act, and the declaration or
ordering of the effectiveness of such registration statement or document by the
SEC.

         (j)  The term "Registrable Securities" means: (i) the Common Stock
issued or issuable upon conversion of the Series A Preferred, Series B
Preferred, Series C Preferred or Series D Preferred (collectively, "Preferred
Stock") held by the Investors, (ii) the Common Stock issued or issuable upon
exercise of the Warrants (x) to purchase Common Stock held by the Series A
Preferred Investors (the "Series A Warrant"), (y) to purchase Series C Preferred
Stock held by Imperial Bancorp (collectively, the "Series C Warrant"), and (z)
to purchase Series D Preferred Stock held by each of Sand Hill Capital II, LP,
TBCC Funding Trust II, and Silicon Valley Bank (collectively with the Series A
Warrant and the Series C Warrant, the "Warrants"); (iii) with respect to Section
1.3, 1.5 through 1.14 only, the Common Stock issued to each of Mr. Milton
Berlinski and David Braunschwig, each pursuant to a Restricted Stock Purchase
Agreement, dated March 8, 2000, and (iv) any Common Stock of the Company issued
(or issuable upon the conversion or exercise of any warrant, right or other
security which is issued) by way of a stock split, stock dividend,
recapitalization, merger or other distribution with respect to, or in exchange
for, or in replacement of, such Preferred Stock or Common Stock, excluding in
all cases, however, any Registrable Securities (A) sold by a person in a
transaction in which its rights under this Section 1 are not assigned; (B) sold
to or through a broker or dealer or underwriter in a public distribution or a
public securities transaction; or (C) sold in a transaction exempt from the
registration and prospectus delivery requirements of the 1933 Act under Section
4(1) thereof so that all transfer restrictions and restrictive legends with
respect thereto are removed upon the consummation of such sale.

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

         (l)  "Registration Expenses" shall mean all expenses incurred by the
Company in complying with Sections 1.2, 1.3 and 1.4 below, including, without
limitation, all registration, filing and qualification fees, underwriters'
expense allowance, printing expenses, fees and

                                      -2-
<PAGE>

disbursements of counsel for the Company, blue sky fees and expenses, 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) and reasonable fees and disbursements not
to exceed $15,000 of one special counsel for all of the Holders who elect to
include their Registrable Securities in any such registration.

         (m)  "Selling Expenses" shall mean all underwriting discounts and
selling commissions applicable to the sale of the Registrable Securities in the
registration.

    1.2  Requested Registration.
         ----------------------

         (a)  Request for Registration.  In case the Company shall receive from
              ------------------------
Initiating Holders a written request that the Company file a registration
statement under the 1933 Act with respect to shares of Registrable Securities
whose expected aggregate offering price is not less than: (i) $10,000,000 if
such request is made prior to the Company's Initial Public Offering, or (ii)
$7,500,000 of such request is made after the Company's Initial Public Offering,
the Company will:

             (i)  promptly, and in no event later than 30 days from receipt of
such written request, give written notice of such request to all other Holders;
and

             (ii) subject to the limitations of Section 1.2(b) below, as soon as
practicable, use its best efforts to effect such registration under the 1933 Act
(including, without limitation, appropriate qualification under applicable blue
sky or other state securities laws and appropriate compliance with applicable
regulations issued under the 1933 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 20 days after receipt of such
written notice from the Company; provided that the Company shall not be
obligated to take any action to effect any such registration, qualification or
compliance pursuant to this Section 1.2:

                 (A)  Prior to the third anniversary of the closing date of the
initial purchase and sale of the Series D Preferred;

                 (B)  During the period starting with the date of filing of any
registration statement in connection with the Initial Public Offering, provided
that the Company is actively employing in good faith all reasonable efforts to
cause such registration statement to become effective, and ending on the date
which is 180 days after the date on which such registration statement is
declared effective;

                 (C)  If the Company has previously effected two (2)
registrations under this Section 1.2;

                                      -3-
<PAGE>

                 (D)  If the Company delivers notices to the Holders not more
than 30 days after receipt of any registration request of the Initiating Holders
that it intends to file a registration statement for its Initial Public Offering
within 90 days of the receipt of such registration request; or

                 (E)  If the Company shall furnish to the Holders requesting a
registration statement pursuant to this Section 1.2 a certificate, signed by the
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 shareholders for such registration statement to be filed or
effected at such time, in which event the Company shall have the right to defer
such filing for a period of not more than 90 days after receipt of the
registration request of the Initiating Holders; provided that such right to
delay a request shall be exercised by the Company not more than once in any 12
month period.

         Subject to the foregoing clauses (A) through (E) inclusive, 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 and in any event within 120 days
after receipt of such request.

         (b)  Underwriting. In the event that a registration pursuant to this
              ------------
Section 1.2 is for a registered Public Offering by means of an underwriting, the
Company shall so advise the Holders as part of the notice given pursuant to
Section 1.2(a)(i) above. In such event, the right of any Holder to registration
pursuant to this Section 1.2 shall be conditioned upon such Holder's
participation in the underwriting arrangements required by this Section 1.2(b),
and the inclusion of such Holder's Registrable Securities in the underwriting to
the extent requested shall be limited to the extent provided herein.

         The Company shall (together with all Holders proposing to distribute
their securities through such underwriting) enter into an underwriting agreement
in customary form with a managing underwriter or underwriters selected for such
underwriting by a majority in interest of the Initiating Holders (which
underwriter or underwriters shall be reasonably acceptable to the Company).
Notwithstanding any other provision of this Section 1.2, 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 which would
otherwise be underwritten pursuant hereto, 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, provided, however,
that the number of shares of Registrable Securities to be included in such
underwriting and registration shall not be reduced unless all other securities
of the Company are first entirely excluded from the underwriting and
registration.  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.

                                      -4-
<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 held by such Holder affected
shall be withdrawn from registration.  If the registration does not become
effective due to the withdrawal of Registrable Securities, then either: (a) the
Holders requesting registration shall reimburse the Company for expenses
incurred in complying with the request, or (b) the aborted registration shall be
treated as effected for purposes of Section 1.2(a)(ii)(C); provided, however,
that if at the time of such withdrawal, the Holder or 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 the aborted registration shall not be treated as effected
for purposes of Section 1.2(a)(ii)(C).

    1.3  Piggy-back Registration Rights.
         ------------------------------

         (a)  Piggy-back Rights. Except with respect to the Company's Initial
              -----------------
Public Offering, if (but without any obligation to do so) the Company proposes
to register (including for this purpose a registration effected by the Company
for shareholders other than the Holders) any of its securities in connection
with a Public Offering, 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 shall promptly give each Holder written notice
of such registration, together with a list of the jurisdictions in which the
Company intends to attempt to qualify such securities under applicable state
securities laws. Upon the written request of each Holder given within 15 days
after delivery of such written notice by the Company in accordance with Section
5.3 below, the Company shall, subject to the provisions of Section 1.3(b) below,
use its best efforts to cause to be registered under the 1933 Act all of the
Registrable Securities that each such Holder has requested to be registered. If
a Holder decides not to include all of its Registrable Securities in any
registration statement thereafter filed by the Company, such Holder shall
nevertheless continue to have the right to include any of its Registrable
Securities in any subsequent registration statement or statements as may be
filed by the Company with respect to offerings of its securities, all upon the
terms and conditions set forth herein.

         (b)  Underwriting Requirements in Piggy-back Registration. If the
registration statement under which the Company gives notice under this Section
1.3 is for an underwritten offering, the Company shall so advise the Holders of
Registrable Securities. The right of any Holder to registration pursuant to
Section 1.3(a) above shall be conditioned upon such Holder's participation in
such underwriting and the inclusion of such Holder's Registrable Securities in
the underwriting to the extent provided herein. All Holders proposing to
distribute their securities through such underwriting (each, a "Participating
Holder") shall (together with the Company and any other holders of Company
securities distributing their securities through such underwriting) enter into
an underwriting agreement in customary form with the underwriter or underwriters
selected for underwriting by the Company. Notwithstanding any other provision of
this Section 1.3, if the underwriter determines that marketing factors require a
limitation of the number of shares to be

                                      -5-
<PAGE>

underwritten, the underwriter may (subject to the allocation priority set forth
below) exclude some or all Registrable Securities from such registration and
underwriting. Further, notwithstanding anything to the contrary herein, no
reduction shall be made with respect to securities offered by the Company for
its own account under this Section 1.3. The Company shall so advise all persons
requesting registration, and the number of shares of securities that may be
included in the registration and underwriting shall be allocated in the
following manner. The number of shares that may be included in the registration
and underwriting shall be allocated (i) first to the Company; (ii) second to the
Participating Holders, in proportion, as nearly as practicable, to the
respective amounts of Registrable Securities held by such Holders; and (iii)
third, to any other shareholders of the Company (other than Participating
Holders) on a pro rata basis. In no event shall the amount of securities of the
selling Holders included in the registration be reduced below twenty-five
percent (25%) of the total amount of securities included in such registration,
unless such offering is the Initial Public Offering and such registration does
not include shares of any other selling shareholders, in which event any or all
of the Registrable Securities of the Holders may be excluded in accordance with
the immediately preceding sentence. In no event will shares of any other
participating shareholder be included in such registration which would reduce
the number of shares which may be included by Participating Holders without the
written consent of Participating Holders of not less than a majority of the
Registrable Securities proposed to be sold in the offering. If any Holder
disapproves of the terms of any such underwriting, such Holder may elect to
withdraw therefrom by written notice to the Company and the underwriter. Any
Registrable Securities excluded or withdrawn from such underwriting shall be
withdrawn from such registration. In no event will the Company have any
obligation under this Section 1.3 with respect to its Initial Public Offering.

    1.4  Form S-3 Registration.  In case the Company shall receive from any
         ---------------------
Holder or Holders 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 will:

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

         (b)  as soon as practicable, effect such registration and all such
qualifications and compliances as may be so requested and as would permit or
facilitate the sale and distribution of all or such portion of such Holder's or
Holders' Registrable Securities as are specified in such request, together with
all or such portion of the Registrable Securities of any other Holder or Holders
joining in such request as are specified in a written request given within 15
days after receipt of such written notice from the Company; provided that the
Company shall not be obligated to effect any such registration, qualification or
compliance, pursuant to this Section 1.4: (i) if the Company is not qualified as
a registrant entitled to use Form S-3; (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 of less than $500,000; (iii) if the
Company shall furnish to the Holders a certificate signed by the President of
the Company stating that in the good faith judgment of the Board of Directors of
the Company, it would be

                                      -6-
<PAGE>

seriously detrimental to the Company and its shareholders 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 120 days after receipt of the request of the Holder or
Holders under this Section 1.4; provided that the Company shall not utilize this
right more than once in the prior twelve (12) month period; or (iv) if the
Company has already effected one (1) registration on Form S-3 for the Holders
pursuant to this Section 1.4 in the prior twelve (12) month period.

    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 its best efforts to cause such
registration statement to become effective, and, upon the request of the Holders
of a majority of the Registrable Securities registered thereunder, keep such
registration statement effective for up to 120 days.

         (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
1933 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
1933 Act, and such other documents as they may reasonably request in order to
facilitate the disposition of Registrable Securities owned by them.

         (d)  Use its best efforts to register and qualify the securities
covered by such registration statement under the securities laws of such
jurisdictions as shall be reasonably appropriate for the distribution of the
securities covered by the registration statement, 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 jurisdiction, and provided further that (anything in this Agreement to the
contrary notwithstanding with respect to the bearing of expenses) if any
jurisdiction in which the securities shall be qualified shall require that
expenses incurred in connection with the qualification of the securities in that
jurisdiction be borne by selling shareholders, then such expenses shall be
payable by the selling Holders pro rata, to the extent required by such
jurisdiction if such Holders do not elect to withdraw from the registration
after notice of such requirement.

         (e)  In the event of any underwritten Public Offering, enter into and
perform its obligations under an underwriting agreement with terms generally
satisfactory to the managing underwriter of such offering. Each Holder
participating in such underwriting shall also enter into and perform its
obligations under such an agreement.

                                      -7-
<PAGE>

         (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 1933 Act of the happening of any event as a
result of which the prospectus included in such registration statement, as then
in effect, includes an untrue statement of a material fact or omits to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading in the light of the circumstances then existing.

         (g)  Furnish, at the request of a majority of the Holders participating
in the registration, on the date that such Registrable Securities are delivered
to the underwriters for sale, if such securities are being sold through
underwriters, or, if such securities are not being sold through underwriters, on
the date that the registration statement with respect to such securities becomes
effective, (i) an opinion, dated as of such date, of the counsel representing
the Company for the purposes of such registration, in form and substance as is
customarily given to underwriters in an underwritten public offering and
reasonably satisfactory to a majority in interest of the Holders requesting
registration, addressed to the underwriters, if any, and to the Holders
requesting registration of Registrable Securities and (ii) a letter dated as of
such date, from the independent certified public accountants of the Company, in
form and substance as is customarily given by independent certified public
accountants to underwriters in an underwritten public offering and reasonably
satisfactory to a majority in interest of the Holders requesting registration,
addressed to the underwriters, if any, and if permitted by applicable accounting
standards, to the Holders requesting registration of Registrable Securities.

    1.6  Furnish Information.  In connection with any action pursuant to this
         -------------------
Section 1, the selling Holders shall furnish to the Company such information
regarding themselves, the Registrable Securities held by them, and the intended
method of disposition of such securities as shall be required to effect the
registration of their Registrable Securities. In that connection, each selling
Holder shall be required to represent to the Company that all such information
which is given is both complete and accurate in all material respects when made.

    1.7  Expenses of Registration.  All Registration Expenses shall be borne by
         ------------------------
the Company. All Selling Expenses shall be borne by the Holders of the
securities so registered, (i) in an underwritten transaction, pro rata, on the
basis of the number of shares so registered or (ii) otherwise, by the Holder or
Holders who incurred such expenses.

    1.8  Delay of Registration.  No Holder shall have any right to obtain or
         ---------------------
seek an injunction restraining or otherwise delaying any 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 officers, directors, partners, and members (if
Holder is an LLC) of each Holder, any underwriter (as defined in the 1933 Act)
for such Holder and each person, if any, who controls such Holder or underwriter
within the meaning of the 1933 Act or the 1934 Act, against any

                                      -8-
<PAGE>

losses, claims, damages, or liabilities (joint or several) to which they may
become subject under the 1933 Act, the 1934 Act or other federal or state law,
insofar as such losses, claims, damages, or liabilities (or actions in respect
thereof) arise out of or are based upon any of the following statements,
omissions or violations (collectively a "Violation"): (i) any untrue statement
or alleged untrue statement of a material fact contained in such registration
statement, including any preliminary prospectus or final prospectus contained
therein or any amendments or supplements thereto; (ii) the omission or alleged
omission to state therein a material fact required to be stated therein, or
necessary to make the statements therein not misleading; or (iii) any violation
or alleged violation by the Company of the 1933 Act, the 1934 Act, any state
securities law or any rule or regulation promulgated under the 1933 Act, the
1934 Act or any state securities law; and the Company will reimburse each such
Holder, officer, director or partner, underwriter or controlling person for any
legal or other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability, or action.
The Company's indemnity contained in this Section 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 to any
Holder 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 which occurs in
reliance upon and in conformity with written information furnished in writing
and expressly stated for use in connection with such registration by any such
Holder. The Company shall not be required to indemnify any person against any
liability arising from any untrue or misleading statement or omission contained
in any preliminary prospectus if such deficiency is corrected in the final
prospectus or any amendments or supplements thereto (collectively, the "Final
Prospectus"), and after the Company has furnished such Holder with a copy of the
Final Prospectus, such Holder fails to deliver a copy of such Final Prospectus.
The indemnity provided for in this Section 1.9(a) shall remain in full force and
effect regardless of any investigation made by or on behalf of such seller,
underwriter, participating person or controlling person and shall survive
transfer of such securities by such seller.

         (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
have signed the registration statement, each person, if any, who controls the
Company within the meaning of the 1933 Act, any underwriter (within the meaning
of the 1933 Act) for the Company, any person who controls such underwriter, and
any other Holder selling securities in such registration statement or any of its
partners, directors or officers or any person who controls such Holder, against
any losses, claims, damages or liabilities (joint or several) to which any of
the foregoing persons may become subject, under the 1933 Act, the 1934 Act or
other federal or state law, insofar as such losses, claims, damages, or
liabilities (or actions in respect thereto) arise out of or are based upon any
Violation, in each case to the extent (and only to the extent) that such
Violation occurs in reliance upon and in conformity with written information
furnished by such Holder and expressly stated in a writing for use in connection
with such registration; and each such Holder will reimburse any legal or other
expenses, as reasonably incurred, by any person intended to be indemnified
pursuant to this Section 1.9(b), in connection with investigating or defending
any such loss, claim, damage, liability, or action. The indemnity agreement
contained in this Section 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

                                      -9-
<PAGE>

without the consent of the Holder, which consent shall not be unreasonably
withheld, provided, that in no event shall any indemnity under this Section
1.9(b) exceed the net proceeds from the offering received by such Holder, except
in the case of willful fraud 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, notify the
indemnifying party in writing 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 that an indemnified party shall have the
                             -------------
right to retain its own counsel, with the reasonable fees and expenses to be
paid by the indemnifying party if the indemnified party reasonably determines
that 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 notify an indemnifying party within a
reasonable time of the commencement of any such action, to the extent
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, but the omission so to notify 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.

         (d)  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, provided, however, that the failure of the underwriting agreement
to address an issue shall not be deemed to be a conflict between the
underwriting agreement and this Agreement.

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

    1.10 Reports Under Securities Exchange Act of 1934.  With a view of making
         ---------------------------------------------
available to the Holders the benefits of Rule 144 promulgated under the 1933 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, the
Company agrees to:

         (a)  use its best efforts to make and keep public information
available, as those terms are understood and defined in SEC Rule 144, at all
times after 90 days after the effective date of the registration statement filed
by the Company in connection with its Initial Public Offering;

         (b)  take such action, including the voluntary registration of its
Common Stock under Section 12 of the 1934 Act, as is necessary to enable the
Holders to utilize Form S-3 for the sale of their Registrable Securities, such
action to be taken as soon as practicable after the end of the fiscal year in
which the registration of the Company's Initial Public Offering is declared
effective;

                                      -10-
<PAGE>

         (c)  use its best efforts to file with the SEC in a timely manner all
reports and other documents required of the Company under the 1933 Act and the
1934 Act; and

         (d)  furnish to any Holder, so long as the Holder owns any Registrable
Securities, upon reasonable request: (i) a written statement by the Company that
it has complied with the reporting requirements of SEC Rule 144 (at any time
after 90 days after the effective date of the registration statement filed by
the Company in connection with its Initial Public Offering), the 1933 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 or any state securities authorities which permits the selling of any such
securities without registration or pursuant to such form S-3.

    1.11 Assignment of Registration Rights.  The rights to cause the Company to
         ---------------------------------
register Registrable Securities pursuant to this Section 1 may be assigned by a
Holder to (A) a transferee or assignee of Registrable Securities who acquires
not less than 50,000 shares of the Registrable Securities (as adjusted for
recapitalizations, stock splits and combinations and the like), (B) a
subsidiary, parent, general partner, limited partner, retired partner,
affiliate, member (if Holder is an LLC) of a Holder, or investment fund or
entity controlled by a Holder, or (C) a Holder's family member or trust for the
benefit of an individual Holder or any family member; provided that (i) 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, and (ii) such
assignment shall be effective only if immediately following such transfer the
transferee is bound by the terms and conditions of this Agreement and such
transfer of any Registrable Securities is lawful under all applicable securities
laws.

    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
the Holders of at least a majority of the Registrable Securities then
outstanding, enter into any agreement with any holder or prospective holder of
any securities of the Company which would: (i) permit such holder or prospective
holder to include such securities in any registration filed pursuant to Section
1.2, 1.3, or 1.4 above if such inclusion would adversely affect the rights of
any Holder of Registrable Securities hereunder (provided that the pro rata
participation of those additional shares in a registration or cutback shall not
be deemed an adverse affect if such pro rata participation is approved
unanimously by the Board of Directors); (ii) permit such holder or prospective
holder to require the Company to initiate any registration of any securities of
the Company; or (iii) grant such holder registration rights senior to those
granted to the Holders hereunder.

    1.13 Market Stand-off Agreement.  Each Holder agrees, in connection with the
         --------------------------
Company's Initial Public Offering, upon request of the Company or the
underwriters managing any underwritten offering of the Company's securities, not
to sell, make any short sale of, loan, grant any option for the purchase of, or
otherwise dispose of any securities of the Company (other than those included in

                                      -11-
<PAGE>

the registration) without the prior written consent of the Company or such
underwriters, as the case may be, for such period of time (not to exceed 180
days) from the effective date of such registration as may be requested by the
underwriters.

     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.  The registration rights granted
         ----------------------------------
pursuant to this Agreement shall terminate (i) as to all Holders on the date
which is the fifth year anniversary following the consummation of the Initial
Public Offering of the Company, or (ii) as to any Holder, at such time as such
Holder is able to sell all Registrable Securities held by it pursuant to Rule
144 promulgated under the 1933 Act in a three (3) month period.

2.  Rights of First Refusal.  The Company hereby grants to each Investor, as
    -----------------------
long as the Investor holds at least 1,500,000 shares of Registrable Securities
(as adjusted for recapitalizations, stock splits and combinations and the like),
the right of first refusal to purchase, pro rata, a portion of any New
Securities (as defined in Section 2.1 below) that the Company, from time to
time, may propose to sell and issue. Each Investor's pro rata share of the New
Securities will be the ratio of (i) the number of shares of Common Stock issued
and held, and issuable upon the conversion of the shares of Preferred Stock and
upon the exercise of the Warrants then held, by such Investor as of the date of
the Rights Notice (as defined below) to (ii) the total number of shares of
Common Stock issued and held, and issuable upon the conversion of the shares of
Preferred Stock and upon the exercise of the Warrants or any other options,
warrants or convertible securities then held, by all persons, or reserved for
issuance under stock option and stock purchase plans of the Company as of such
date. This right of first refusal will be subject to the following provisions:

    2.1  "New Securities" will mean any shares of Common Stock or Preferred
Stock of any kind of the Company, whether now or hereafter authorized, and
rights, options, or warrants to purchase said Common Stock or Preferred Stock,
and securities of any type whatsoever that are, or may become, convertible into
said Common Stock or Preferred Stock; provided that "New Securities" will not
include: (i) securities issuable upon the conversion of or with respect to the
Series A Preferred, Series B Preferred, Series C Preferred or Series D
Preferred; (ii) securities issuable, upon the exercise of or with respect to the
Warrants to purchase shares of Series B Preferred issued and outstanding on
March 11, 1998; (iii) securities issuable, upon the exercise of or with respect
to the Warrants to purchase shares of Series C Preferred issued and outstanding
as of the date of the close of the Company's Series C Preferred issuance; (iv)
securities issuable, upon the exercise of or with respect to the Warrants to
purchase shares of Series D Preferred issued and outstanding as of the date of
the close of the Company's Series D Preferred issuance; (v) securities issued in
connection with the acquisition of another corporation by the Company by merger,
consolidation, purchase of substantially all of the assets, or other
reorganization as a result of which the Company owns more than fifty percent
(50%) of the voting power of such corporation; (vi) up to 4,735,000 shares of
the Company's Common Stock or related options (or such greater number of shares
as may be approved by a unanimous vote of the Board of Directors) issued
pursuant to any

                                      -12-
<PAGE>

stock option, incentive or any similar plan or agreement approved by the
Company's Board of Directors; (vii) shares of the Company's Common Stock or
Preferred Stock issued in connection with any stock split, stock dividend,
recapitalization, reclassification or similar event; (viii) securities as to
which the holders of a majority in interest of the Registrable Securities then
outstanding waive their rights of first refusal under this Section 2; (ix)
securities issued in connection with any grant by the Company or to the Company
of any substantial licensing, distribution, technology, product or intellectual
property rights that is approved by the Company's Board of Directors; or (x)
securities issued in connection with any equipment lease financing or other
similar purchase financing arrangement approved by a unanimous vote of the
Company's Board of Directors.

    2.2  If the Company proposes to issue New Securities, it will give each
Investor that holds at least 1,500,000 shares of Registrable Securities (as
adjusted for recapitalizations, stock splits and combinations and the like)
written notice (the "Rights Notice") of the Company's intention to do so,
describing the New Securities, the price, and the general terms upon which the
Company proposes to issue them. Each such Investor will have 15 days from the
date of delivery of the Rights Notice to agree to purchase up to its pro rata
share of such New Securities (as determined above) for the price and upon the
general terms specified in the Rights Notice by giving written notice to the
Company setting forth the quantity of New Securities to be purchased.

    2.3  If not all of the Investors elect to purchase their pro rata share of
New Securities, then the Company shall promptly notify in writing the Investors
who do so elect and shall offer such Investors the right to acquire such
unsubscribed shares. Such Investors shall have 5 days after receipt of such
notice to notify the Company of its election to purchase all or a portion
thereof of the unsubscribed shares.

    2.4  Exercise of Right.  If any Investor exercises its right of first
         -----------------
refusal hereunder, 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 each Investor gives notice of such exercise, which
period of time shall be extended if necessary to comply with applicable laws and
regulations. Upon exercise of such right of first refusal, the Company and such
Investor shall be legally obligated to consummate the purchase contemplated
thereby and shall use their best efforts to secure any approvals required in
connection therewith.

    2.5  Lapse and Reinstatement of Right.  In the event an Investor fails to
         --------------------------------
exercise the right of first refusal provided in this Section 2.1 within said
fifteen (15) 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 Investor at the price and upon the terms no more favorable to the
purchasers of such securities than specified in the notice. In the event the
Company has not sold the New Securities described in the notice or entered into
an agreement to sell the New Securities within said ninety (90) day period (or
sold the 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 each Investor in
the manner provided above.

                                      -13-
<PAGE>

    2.6  Termination.  The rights of first refusal granted in this Section 2
         -----------
shall not apply to, and shall terminate upon the closing of, a sale of shares of
the Company's capital stock pursuant to the Company's Initial Public Offering.

3.  Information and Board Visitation Rights.
    ---------------------------------------

    3.1  As long as an Investor holds not less than 1,500,000 shares of
Registrable Securities, the Company will deliver the following information and
reports to that Investor:

         (a)  As soon as practicable after the end of each fiscal year of the
Company, and in any event within 90 days thereafter, an audited balance sheet of
the Company as of the end of such year and audited statements of income,
shareholders equity, and cash flow for such year, which year end financial
reports will be in reasonable detail and will be accompanied by a report and
opinion thereon of independent public accountants of nationally recognized
standing selected by the Company.

         (b)  As soon as practicable after the end of each fiscal quarter, and
in any event within 45 days thereafter, balance sheets of the Company and its
subsidiaries, if any, as of the end of such quarter, and statements of income
and cash flow for each quarter and for the current fiscal year to date,
including comparisons to that fiscal year's Annual Plan (as defined below) of
results for the quarter, as well as to year-to-date and the prior year
comparable period, prepared in accordance with generally accepted accounting
principles, with the exception that no notes need be attached to such statements
and year-end audit adjustments need not be made.

         (c)  With reasonable promptness after being approved by the Company's
Board of Directors, monthly financial statements compared against a copy of the
Company's annual financial plan (the "Annual Plan").

         (d)  With reasonable promptness after being approved by the Company's
Board of Directors, and in all events within thirty (30) days prior to the
commencement of the relevant fiscal year, a copy of the Company's Annual Plan,
respecting such fiscal year, which will include reasonable detail and monthly
budgets.

    3.2  The Company shall permit each Holder of at least 1,500,000 shares of
Registrable Securities, at such Holder'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 as may be requested by the Investor; provided, however, that
                                                      --------  -------
the Company shall not be obligated pursuant to this Section 3. 2 to provide
access to any information which it reasonably considers to be a trade secret or
similar confidential information.

    3.3  The Company's obligations to deliver reports and other information
under this Section 3 will terminate upon the closing of a sale of shares of the
Company's capital stock pursuant to the Company's Initial Public Offering.

                                      -14-
<PAGE>

    3.4  Dr. Hasso Plattner (collectively with his affiliates) shall have the
right to designate one (1) person to attend all meetings of the Company's Board
of Directors in a nonvoting observor capacity. Arbor Investors shall have the
right to designate one (1) person to attend all meetings of the Company's Board
of Directors in a nonvoting observor capacity. Each such attendee may
participate in discussions of matters brought to the Board, but shall not have
any vote as to such matters. Each such attendee shall sign the Company's
customary form of Observer Rights Agreement. The Company shall provide such
persons with the same notice of all meetings of the Board of Directors and all
information and materials that it provides to the members of the Board of
Directors. The rights granted in this Section 3.4 shall terminate upon the
closing of a sale of shares of the Company's capital stock pursuant to the
Company's Initial Public Offering.

    3.5  Each Investor agrees to, and to use its best efforts to insure that its
authorized representatives, keep confidential the information provided to it
pursuant to this Section 3 and any other information furnished to it which the
Company identifies as being confidential or proprietary (so long as such
information is not in the public domain), except that such Investor may disclose
such proprietary or confidential information to any partner, subsidiary, parent,
or member of such Investor for the purpose of evaluating its investment in the
Company as long as such partner, subsidiary, parent or member is advised of the
confidentiality provisions of this Section 3.

4.   Restrictions on Transfer
     ------------------------

    4.1  Each Holder agrees not to make any disposition of all or any portion of
the Preferred Stock, Warrants or Registrable Securities unless and until:

         (a)  There is then in effect a registration statement under the 1933
Act covering such proposed disposition and such disposition is made in
accordance with such registration statement; or

         (b)  (i) The transferee has agreed in writing to be bound by this
Section 4, (ii) such Holder shall have notified the Company of the proposed
disposition and shall have furnished the Company with a detailed statement of
the circumstances surrounding the proposed disposition, and (iii) if reasonably
requested by the Company, such Holder shall have furnished the Company with an
opinion of counsel, reasonably satisfactory to the Company, that such
disposition will not require registration of such shares under the 1933 Act. It
is agreed that the Company will not require opinions of counsel for transactions
made pursuant to Rule 144 except in unusual circumstances.

         (c)  Notwithstanding the provisions of Sections 4.1(a) and (b) above,
no such registration statement or opinion of counsel shall be necessary for a
transfer by a Holder which is (i) a partnership to its partners or former
partners in accordance with partnership interests or to a member of such Holder
or an entity controlling, controlled by, or under common control with such
Holder or to an affiliate, (ii) a corporation to its shareholders in accordance
with their interest in the corporation, (iii) a limited liability company to its
members or former members in accordance with their interest in the limited
liability company, or (iv) to the Holder's family member or trust for the
benefit of an individual Holder, provided the transferee will be subject to the
terms of this Section 4 to the same extent as if he were an original Holder
hereunder.

                                      -15-
<PAGE>

    4.2  Legends.
         -------

         (a)  All certificates evidencing the Preferred Stock, and evidencing
the shares of Common Stock issuable upon the conversion of any of the Preferred
Stock and upon exercise of any of the Warrants, will bear the following legends:

          "THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
          UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN TAKEN BY
          THE ISSUEE FOR INVESTMENT PURPOSES.  THE SHARES MAY NOT BE SOLD OR
          TRANSFERRED UNLESS (A) THEY HAVE BEEN REGISTERED UNDER SAID ACT, (B)
          THE TRANSFER AGENT (OR THE COMPANY IF THEN ACTING AS ITS OWN TRANSFER
          AGENT) IS PRESENTED WITH EITHER A WRITTEN OPINION SATISFACTORY TO
          COUNSEL FOR THE COMPANY OR A "NO-ACTION" OR INTERPRETIVE LETTER FROM
          THE SECURITIES AND EXCHANGE COMMISSION TO THE EFFECT THAT SUCH
          REGISTRATION IS NOT REQUIRED UNDER THE CIRCUMSTANCES OF SUCH SALE OR
          TRANSFER, (C) THEY ARE SOLD IN COMPLIANCE WITH RULE 144 OR RULE 144A
          UNDER THE ACT, OR (D) OTHER EVIDENCE REASONABLY SATISFACTORY TO THE
          COMPANY IS PRESENTED TO THE COMPANY TO THE EFFECT THAT SUCH
          REGISTRATION IS NOT REQUIRED."

          "THE SHARES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN
          TRANSFER RESTRICTIONS AS SET FORTH IN THAT CERTAIN AMENDED AND
          RESTATED INVESTORS' RIGHTS AGREEMENT DATED MARCH _____, 2000, A COPY
          OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY."

         (b)  The certificates evidencing the Preferred Stock or such shares of
Common Stock will also bear any legend required by the Commissioner of
Corporations of the State of California or required pursuant to any state, local
or foreign law governing such securities.

         (c)  The Company shall be obligated to reissue promptly unlegended
certificates at the request of any holder thereof if the holder shall have
obtained an opinion of counsel (which counsel may be counsel to the Company)
reasonably acceptable to the Company to the effect that the securities proposed
to be disposed of may lawfully be so disposed of without registration,
qualification or legend.

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

5.   General Provisions.
     ------------------

                                      -16-
<PAGE>

     5.1  Further Assurances.  Each party agrees to cooperate fully with the
          ------------------
other parties and to execute such further instruments, documents and agreements
and to give such further written assurances, as may be reasonably requested by
any other party to better evidence and reflect the transactions described herein
and contemplated hereby, and to carry into effect the intents and purposes of
this Agreement.

    5.2  Rights Cumulative.  Each and all, of the various rights, powers and
         -----------------
remedies of the parties hereto shall be considered to be cumulative with and in
addition to any other rights, powers and remedies which such parties may have at
law or in equity in the event of the breach of any of the terms of this
Agreement. The exercise or partial exercise of any right, power or remedy shall
neither constitute the exclusive election thereof nor the waiver of any other
right, power or remedy available to such party.

    5.3  Notices.  All notices, consents or demands of any kind which any party
         -------
to this Agreement may be required or may desire to serve on any other party
hereto in connection with this Agreement shall be in writing and may be
delivered by personal service or overnight courier, by facsimile transmission,
or by certified mail, return receipt requested, deposited in the United States
mail with first-class postage thereon fully prepaid, addressed: (i) if to the
Company, attention: Secretary at its then current principal executive office
address; or (ii) if to an Investor, at its address as such Investor shall have
notified the Company is the Investor's latest address in accordance with this
Section 5.3. Service of any such notice or demand so made by mail shall be
deemed complete on the date of actual delivery as shown by the addressee's
certification receipt or at the expiration of 5 business days after the date of
mailing, whichever is earlier in time. Any party hereto may from time to time by
notice in writing served upon the others as aforesaid, designate a different
mailing address or a different person to which such notices or demands are
thereafter to be addressed or delivered.

    5.4  Term.  This Agreement shall commence as of the date set forth above and
         ----
shall terminate on the first date upon which each of the conditions for
termination of the respective Investors' rights, set forth in Sections 1.14,
2.6, 3.3 and 3.4 herein, have been satisfied.

    5.5  Severability.  The provisions of this Agreement are severable. The
         ------------
invalidity, in whole or in part, of any provision of this Agreement shall not
affect the validity or enforceability of any other of its provisions. If one or
more provisions hereof shall be so declared invalid or unenforceable, the
remaining provisions shall remain in full force and effect and shall be
construed in the broadest possible manner to effectuate the purposes hereof. The
parties further agree to replace such void or unenforceable provisions of this
Agreement with valid and enforceable provisions which will achieve, to the
extent possible, the economic, business and other purposes of the void or
unenforceable provisions.

    5.6  Attorneys' Fees.  In any action at law or in equity to enforce any of
         ---------------
the provisions or rights under this Agreement, the unsuccessful party to such
litigation, as determined by the court in a final judgment or decree, shall pay
the successful party all reasonable costs, expenses and attorneys' fees incurred
by the successful party (including, without limitation, costs, expenses and fees
on any appeal).

                                      -17-
<PAGE>

    5.7  Entire Agreement.  This Agreement (together with the Purchase Agreement
         ----------------
and the other documents referred to herein and therein) is intended by the
parties hereto to be the final expression of their agreement and constitutes and
embodies the entire agreement and understanding between the parties hereto with
regard to the subject matter hereof, is a complete and exclusive statement of
the terms and conditions thereof, and shall supersede any and all prior
correspondence, conversations, negotiations, agreements or understandings,
whether written or oral, relating to the same subject matter.

    5.8  Choice of Law.  It is the intention of the parties that the internal
         -------------
laws of the State of California (irrespective of its choice of law principles)
should govern the validity of this Agreement and the interpretation of the
rights and duties of the parties.

    5.9  Binding on Heirs, Successors and Assigns.  This Agreement and all of
         ----------------------------------------
its terms, conditions and covenants are intended to be fully effective and
binding, to the extent permitted by law, on the heirs, executors,
administrators, successors and permitted assigns of the parties hereto.

    5.10 Amendment; Waiver.  Any provision of this Agreement may be amended
         -----------------
and/or the observance thereof may be waived upon the written consent of the
Company and the Holders of a majority of the Registrable Securities then
outstanding. Any amendment or waiver effected in accordance with this Section
5.10 shall be binding upon each Holder of any Registrable Securities then
outstanding (including securities into which such securities are convertible),
each future Holder of all such Registrable Securities, and the Company. No
waiver of any term, provision or condition of this Agreement, whether by conduct
or otherwise, in any one or more instances, shall be deemed to be, or be
construed as, a further or continuing waiver of any such term, provision or
condition or as a waiver of any other term, provision or condition of this
Agreement.

    5.11 Counterparts.  This Agreement may be executed in separate counterparts,
         ------------
each of which shall be deemed an original, and when executed, separately or
together, shall constitute a single original instrument, effective in the same
manner as if the parties hereto had executed one and the same instrument. In the
event of an additional closing or closings of the purchase of additional shares
of Series D Preferred Stock pursuant to the Purchase Agreement of even date
herewith, upon execution of a signature page counterpart and without need for an
amendment hereto, any such purchaser shall become a party to this Agreement, and
shall be deemed an "Investor" for purposes of this Agreement, and shall have the
rights and obligations hereunder.

                                      -18-
<PAGE>

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

                                    COMPANY:

                                    2BRIDGE


                                    By:
                                       -----------------------------
                                       Mansoor Zakaria, Chairman and
                                       Chief Executive Officer



    [SIGNATURE PAGE TO THE AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT]

                                      -19-
<PAGE>

                                    2BRIDGE
                            INVESTOR SIGNATURE PAGE
                                      TO
                             AMENDED AND RESTATED
                          INVESTORS' RIGHTS AGREEMENT

    The undersigned hereby executes and delivers the Amended and Restated
Investors' Rights Agreement (the "Agreement") to which this Signature Page is
attached effective as of the date of the Agreement, which Agreement and
Signature Page, together with all counterparts of said Agreement and Signature
Pages of the other parties named in said Agreement, shall constitute one and the
same document in accordance with the terms of said Agreement.



                                          -------------------------------------
                                          [Type or Print Name of Investor]


                                          By:
                                             ----------------------------------

                                          Print Name:
                                                     --------------------------

                                          Title:
                                               --------------------------------
                                                      (if applicable)

                                          Address:
                                                  -----------------------------

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

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