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                             SCC TECHNOLOGIES, INC.

                              AMENDED AND RESTATED
                             STOCKHOLDERS' AGREEMENT

                          DATED AS OF DECEMBER 30, 1999


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AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT dated as of December 30, 1999,
among SCC TECHNOLOGIES, INC., a Delaware corporation (the "Company"), DBV
INVESTMENTS, L.P., a Delaware limited partnership, MSD PORTFOLIO L.P. -
INVESTMENTS, a Delaware limited partnership, VERMEER INVESTMENTS, LLC, a
Delaware limited liability company, BLACK MARLIN INVESTMENTS, LLC, a Delaware
limited liability company, INSIGHT CAPITAL PARTNERS II, L.P., a Delaware limited
partnership, INSIGHT CAPITAL PARTNERS (CAYMAN) II, L.P., a Cayman Island limited
partnership, INSIGHT CAPITAL PARTNERS III, L.P., a Delaware limited partnership,
INSIGHT CAPITAL PARTNERS III-COINVESTORS, L.P., a Delaware limited partnership,
and INSIGHT CAPITAL PARTNERS (CAYMAN) III, L.P., a Cayman Islands limited
partnership, WI SOFTWARE INVESTORS LLC, a Delaware limited liability company,
and IMPRIMIS SB, L.P., a Delaware limited partnership (collectively, the
"Investors"), ALAN HYMAN and MARK TILLY.

                                    PREAMBLE

     Certain of the Investors, Alan Hyman, Mark Tilly and the Company are
parties to a Stockholders' Agreement, dated as of April 15, 1998 (the "Original
Agreement"). Such parties desire to amend and restate the Original Agreement as
set forth herein and to add the non-party Investors as parties to this
Agreement.

     It is deemed to be in the best interest of the Company and the Stockholders
that provision be made for the continuity and stability of the business and
policies of the Company and its subsidiaries, as the same may exist from time to
time, and, to that end, the Company and the Stockholders desire to set forth
their agreement with respect to the shares of capital stock of the Company owned
by them.

     Accordingly, in consideration of the mutual covenants and agreements
contained in this Agreement, the sufficiency of which is hereby acknowledged,
the parties agree as follows:

                                    ARTICLE I

                       DEFINITIONS; RULES OF CONSTRUCTION

              The following terms have the following meanings:

     "AFFILIATE" has the meaning ascribed to it in Rule 12(b)(2) promulgated
under the Securities Exchange Act of 1934, as amended.

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

     "EQUITY SECURITIES" means all shares of capital stock of the Company, all
securities convertible into or exchangeable for shares of capital stock of the
Company, and all options,


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warrants, and other rights to purchase or otherwise acquire from the Company
shares of such capital stock.

     "FOUNDER SHARES" means the shares of Common Stock held by the Founders on
the date hereof (after giving effect to the sale by the Founders of certain
shares of Common Stock in connection with the execution hereof), and any shares
of capital stock issued thereon as a stock dividend or upon any stock split or
other subdivision of shares of capital stock.

     "FOUNDERS" means Alan Hyman and Mark Tilly.

     "FUTURE STOCKHOLDER" means any Person that acquires Equity Securities after
the date hereof and who is a party to this Agreement.

     "GROUP" means:

          (a)  IN THE CASE OF EACH FOUNDER, (i) such Founder, (ii) the other
     Founder, (iii) the spouse and lineal descendants of such Founder, and (iv)
     all trusts, partnerships or similar entities principally owned by and/or
     for the benefit of any of the foregoing;

          (b)  IN THE CASE OF ANY STOCKHOLDER WHO IS AN INDIVIDUAL, (i) such
     Stockholder, (ii) the spouse and lineal descendants of such Stockholder,
     and (iii) all trusts, partnerships or similar entities principally owned by
     and/or for the benefit of any of the foregoing;

          (c)  IN THE CASE OF ANY STOCKHOLDER THAT IS A PARTNERSHIP, (i) such
     Stockholder, (ii) its limited and general partners, (iii) any Person to
     which such Stockholder shall Transfer all or substantially all of its
     assets, and (iv) all Affiliates of such Stockholder; and

          (d)  IN THE CASE OF ANY STOCKHOLDER WHICH IS A CORPORATION OR A
     LIMITED LIABILITY COMPANY, (i) such Stockholder, (ii) its stockholders,
     (iii) any Person to which such Stockholder shall Transfer all or
     substantially all of its assets, and (iv) all Affiliates of such
     Stockholder.

     "INVESTOR SHARES" means the shares of Series A Preferred Stock, Series B
Preferred stock and Series C Preferred Stock held by the Investors on the date
hereof, any shares of capital stock directly or indirectly issued upon
conversion thereof, and any shares of capital stock issued on any of the
foregoing as a stock dividend or upon any stock split or other subdivision of
shares of capital stock.

     "MAJOR STOCKHOLDER" means each Investor (including a member of the Group of
such Investor), each Founder, and each Stockholder that owns at least 5% of any
class or series of capital stock of the Company.

     "NEW SECURITIES" means all Equity Securities other than (i) options granted
to officers, directors, consultants, service providers and employees of the
Company or any subsidiary


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pursuant to any stock option or stock purchase plan approved by the Board,
and any shares of Common Stock at any time issuable upon the exercise
thereof; (ii) the shares of Common Stock issuable upon conversion of any
shares of Series A Preferred Stock, Series B Preferred Stock or Series C
Preferred Stock; (iii) the shares of Common Stock or other equity
securities issuable, directly or indirectly, upon the exercise of any
options, warrants, convertible notes or other rights to acquire equity
securities of the Company which are outstanding on the date hereof; (iv) up
to 29,750 shares of Common Stock (as equitably adjusted for stock
dividends, stock splits, stock combinations and similar events) issuable to
Goulder Investments, Ltd. or assigns upon exercise of that certain warrant
dated May 27, 1997, as amended; (v) up to 59,525 shares of Common Stock (as
equitably adjusted for stock dividends, stock splits, stock combinations
and similar events) issuable to Bayview Ventures or assigns upon exercise
of that certain warrant dated May 27, 1997, as amended; (vi) shares of any
class of capital stock issued on a PRO RATA basis to all holders of such
class as a stock dividend or upon any stock split or other subdivision of
shares of capital stock; and (vii) any shares of Common Stock issued in
connection with any Qualified Public Offering.

     "PERSON" shall be construed broadly and shall include an individual, a
partnership, a company, an association, a joint stock company, a limited
liability company, a trust, a joint venture, an unincorporated organization and
any other entity and a governmental entity or any department, agency or
political subdivision thereof.

     "PRO RATA AMOUNT" means, with respect to any Stockholder, the quotient
obtained by dividing (i) the number of shares of Common Stock held by such
Stockholder by (ii) the aggregate number of shares of Common Stock outstanding,
assuming in each case the conversion or exchange of all securities by their
terms convertible into or exchangeable for Common Stock and the exercise of all
options to purchase or rights to subscribe for Common Stock or such convertible
or exchangeable securities.

     "QUALIFIED PUBLIC OFFERING" means the first underwritten public offering
for the account of the Company of Common Stock pursuant to a registration
statement filed under the Securities Act of 1933 at an offering price per share
of Common Stock to the public of not less than three times the Series C Issue
Price (as such term is defined in the Amended and Restated Certificate of
Incorporation of the Company (the "Certificate of Incorporation")) and with
aggregate proceeds (net of underwriting discounts and commissions) to the
Company of not less than $25,000,000.

     "SHARES" means the Investor Shares, the Founder Shares, and all Equity
Securities owned or acquired by the Stockholders or any Future Stockholders.

     "STOCKHOLDERS" means the Investors, the Founders and any Future
Stockholders.

     "TERMINATION DATE" means the date of consummation of any Qualified Public
Offering.

     "THIRD PARTY" means, with respect to any Stockholder, any Person that is
not (i) the Company or (ii) a member of the Group of such Stockholder.


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     "TRANSFER" means to sell, transfer, assign, or otherwise dispose of, either
voluntarily or involuntarily and with or without consideration.

     "VOTING SHARES" means the shares of capital stock of the Company entitled
to vote for the election of directors.

                                   ARTICLE II

                              BOARD REPRESENTATION

     2.1  BOARD REPRESENTATION.

     (a)  The Company and the Stockholders shall take such corporate actions as
may be reasonably required to ensure that (i) the number of directors
constituting the Board is at all times six, and (ii) the presence of four
directors is required to constitute a quorum of the Board.

     (b)  Subject to the terms of this Agreement:

          (i)  the Investors owning a majority of the Series A Preferred Stock
     and Series B Preferred Stock, voting as a class, shall be entitled (A) to
     nominate up to two individuals, both of whom may (but need not) be
     representatives of the Investors for election to the Board to serve as
     directors until their successors are elected and qualify, (B) to nominate
     each such successor, and (C) to propose the removal from the Board of any
     director nominated under the foregoing clause (A) or (B); PROVIDED,
     HOWEVER, that should such Investors, at any time or from time to time,
     Transfer 80% or more of their shares of Series A Preferred Stock and Series
     B Preferred Stock to Third Parties, the number of directors such Investors
     shall be entitled to nominate for election to the Board pursuant to the
     foregoing clause (A) shall be reduced to one;

          (ii) the Investors owning a majority of the Series C Preferred Stock,
     voting as a class, shall be entitled (A) to nominate one individual, who
     may (but need not) be a representative of such Investors for election to
     the Board to serve as a director until his successor is elected and
     qualifies, (B) to nominate each such successor, and (C) to propose the
     removal from the Board of any director nominated under the foregoing clause
     (A) or (B); PROVIDED, HOWEVER, that should such Investors, at any time or
     from time to time, transfer 80% or more of their shares of Series C
     Preferred Stock to Third Parties, such Investors shall no longer be
     entitled to nominate any person for election to the Board. The Investors
     owning a majority of the Series C Preferred Stock initially nominate John
     Phelan to serve as a director of the Company;

          (iii) the holder(s) of a majority in voting power of all Founder
     Shares shall be entitled (A) to nominate each Founder (or such Founder's
     identified designee) for election to the Board to serve as directors until
     his successor is elected and qualified, (B) to


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     nominate each such successor, and (C) to propose the removal from the Board
     of any director nominated under the foregoing clauses (A) or (B); and

          (iv) the Company through the Board shall be entitled (A) to nominate
     an unaffiliated individual for election to the Board to serve as a director
     until such individual's successor is elected and has qualified, (B) to
     nominate an unaffiliated individual as a successor; and (C) to propose
     removal from the Board of any director nominated under the foregoing
     clauses (A) and (B).

     Each nomination or any proposal to remove from the Board any director shall
be made by delivering to the Company a notice signed by the party or parties
entitled to such nomination or proposal. As promptly as practicable, but in any
event within ten (10) days, after delivery of such notice, the Company shall
take or cause to be taken such corporate actions as may be reasonably required
to cause the election or removal proposed in such notice. Such corporate actions
may include calling a meeting or soliciting a written consent of the Board, or
calling a meeting or soliciting a written consent of Stockholders.

     2.2  VOTING AGREEMENT.

     Each Stockholder shall vote all Voting Shares held by such Stockholder for
the election to the Board of all individuals nominated in accordance with
Section 2.1 and for the removal from the Board of all directors proposed to be
removed in accordance with Section 2.1. Each Stockholder shall use all
reasonable efforts to cause each director originally nominated by such
Stockholder to vote for the election to the Board of all individuals nominated
in accordance with Section 2.1. If the Investors lose their rights to nominate a
person for election to the Board under Sections 2.1(b)(i) or 2.1(b)(ii) due to
the transfer of Investor Shares, any vacancy created by such loss shall be
filled in accordance with the By-laws of the Company as then in effect.

         Each Stockholders agrees to vote its securities in favor of any
amendment or action set forth in Section 6.15 of the Securities Purchase
Agreement, dated December 30, 1999, in order to effectuate compliance with the
Small Business Investment Act of 1958 and the regulations issued thereunder as
set forth in 13 CFR 107 and 121, as amended.

     2.3  INTERIM DIRECTOR.

     The Company shall notify each Stockholder of the occurrence of any vacancy
in any seat of the Board. If the Stockholders entitled to nominate a successor
to fill such vacancy fail to do so within 60 days after delivery of such notice,
such vacancy may be filled in accordance with the By-laws of the Company until a
successor has been nominated and elected to the Board in accordance with
Sections 2.1 and 2.2.

     2.4  COMMITTEES; SUBSIDIARIES.

     (a)  Each Stockholder shall use all reasonable efforts to cause each
director of the Company originally nominated by such Stockholder to take such
corporate actions as may be


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reasonably required to ensure that (i) the Board has at all times an executive
committee, a compensation committee, and an audit committee, and (ii) at least
one director nominated under Section 2.1(b)(i) or (ii) who is a representative
of the Investors shall be appointed to each such committee.

     (b)  The Company and each Stockholder shall take, and each Stockholder
shall use all reasonable efforts to cause each director of the Company
originally nominated by such Stockholder to take, such corporate actions as may
be reasonably required to ensure that the composition of the board of directors
of all direct and indirect subsidiaries of the Company is identical to the
composition of the Board.

     2.5  MEETINGS; EXPENSES; COMPENSATION.

     (a)  The Company shall convene meetings of the Board at least once every
three months. Upon any failure by the Company to convene any meeting required by
this paragraph, a director nominated under Section 2.1(b)(i) or (ii) who is a
representative of the Investors or, if there is no such representative, an
unaffiliated individual so nominated, shall be empowered to convene such
meeting.

     (b)  The Company shall reimburse each director for his or her reasonable
out-of-pocket expenses incurred in connection with the attendance of meetings of
the Board or the performance of his or her other duties as a director.
Unaffiliated individuals shall be compensated for serving on the Board.

     (c)  The Company agrees that it shall indemnify each person serving as a
director of the Company to the fullest extent permitted by applicable law and
agrees to cause its certificate of incorporation and by-laws to contain
provisions requiring the Company to indemnify all officers and directors to the
fullest extent permitted by applicable law.

     2.6  NEGATIVE COVENANTS.

     (a)  The following "Major Actions" of the Board shall require a majority
vote of the directors, which majority shall include at least one director
elected pursuant to Section 2.1(b)(i) or, if there is no such person, by at
least two-thirds approval of the Board of Directors.

          (i)  the issuance by the Company of any New Securities or the
     declaration of any dividend or other distribution on Equity Securities;

          (ii) the sale of all or a substantial part of the Company, a merger of
     the Company, or the sale, lease or other disposition of its assets outside
     the ordinary course of business;

          (iii) an acquisition by the Company of an interest in any other Person
     or business for a consideration in excess of $2,000,000, or any other
     material expenditures in excess of $500,000 not included in the annual
     operating budget;


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          (iv) changes in accounting methods or policies and any change in the
     Company's auditors;

          (v)  the pledging of assets, other than for operating purposes in the
     normal course of the Company's business; and

          (vi) material changes in the Certificate of Incorporation, bylaws or
     the list of "Major Actions".

          (b)  Material changes in the strategic direction of the Company not
     envisioned in the business plan provided to the Investors shall require the
     approval of the holders of two-thirds (2/3rds) of the outstanding Series C
     Preferred Stock.

     2.7  TERMINATION.

     The agreements set forth in this Article II shall terminate on the
Termination Date.

                                   ARTICLE III

                                     SHARES

     3.1  FUTURE STOCKHOLDERS.

     The Company shall require each Person that acquires Equity Securities from
the Company entitling them either directly or indirectly to hold more than one
percent (1%) of the Common Stock of the Company (on a fully-diluted basis) after
the date hereof, as a condition to the effectiveness of such acquisition, to
execute a counterpart to this Agreement, agreeing to be treated as a Future
Stockholder, whereupon such Person shall be bound by, and entitled to the
benefits of, the provisions of this Agreement relating to Stockholders;
PROVIDED, HOWEVER, that with respect to officers and employees of the Company
who acquire Common Stock through the exercise of options granted to them
pursuant to any stock option plan of the Company before the date hereof, the
Company shall be required only to make a good faith effort to request that such
officers and employees execute a counterpart to this Agreement.

     3.2  LIMITATIONS ON TRANSFERS.

     Each Transfer of any Shares by any Stockholder before the Termination Date
shall not become effective unless and until the transferee (unless already
subject to this Agreement) executes and delivers to the Company a counterpart to
this Agreement, agreeing to be treated in the same manner as the transferring
Stockholder. Upon such Transfer and such execution and delivery, the transferee
shall be bound by, and entitled to the benefits of, this Agreement with respect
to the transferred Shares in the same manner as the transferring Stockholder.
Any Transfer of Shares by any Stockholder not in accordance with this paragraph
shall be void.


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     3.3  RIGHT OF FIRST OFFER.

     (a)  At any time before the Termination Date, if any Stockholder (the
"Offeror") proposes to Transfer any Shares other than to a member of the Group
of such Stockholder, the Offeror shall, before such Transfer, deliver to the
Company an offer (the "First Offer") to Transfer such Shares upon the terms set
forth in this Section. The First Offer shall state that the Offeror proposes to
Transfer Shares and specify the number of Shares (the "Offered Shares") and the
terms (including purchase price) of the proposed Transfer. The First Offer shall
remain open and irrevocable for a period of 30 days (the "First Acceptance
Period") from the date of its delivery. The Company may accept the First Offer
and purchase all, but not a part, of the Offered Shares by delivering to the
Offeror a notice in writing within the First Acceptance Period.

     (b)  If the Company shall decline to purchase the Offered Shares pursuant
to the First Offer, the Offeror shall deliver to the Major Stockholders an offer
(the "Second Offer") to Transfer such Shares upon the terms set forth in this
Section. The Second Offer shall state that the Offeror proposes to Transfer
Shares and specify the number of Offered Shares and the terms (including
purchase price) of the proposed Transfer. The Second Offer shall remain open and
irrevocable for a period of 30 days (the "Second Acceptance Period") from the
date of its delivery.

     (c)  Each Major Stockholder may accept the Second Offer and purchase all,
but not a part, of the Offered Shares by delivering to the Offeror a notice in
writing (the "Acceptance Notice") within the Second Acceptance Period. If more
than one Acceptance Notice is received by the Offeror, the Offered Shares shall
be allocated among the Major Stockholders that delivered an Acceptance Notice
PRO RATA in accordance with their Pro Rata Amounts.

     (d)  The Transfer of Offered Shares to the Company or, if the Company has
not exercised its rights to purchase the Offered Shares, to the Major
Stockholders to the extent they exercised their rights under this Section, shall
be made on a business day, as designated by the Offeror, not less than 10 and
not more than 30 days after expiration of the First Acceptance Period or the
Second Acceptance Period, as applicable, on those terms and conditions of the
First Offer and the Second Offer not inconsistent with this Section.

     (e)  If the Company has not exercised its rights to purchase the Offered
Shares and if no Acceptance Notice is received by the Offeror within the Second
Acceptance Period, the Offeror may Transfer the Offered Shares on the terms and
conditions of the First Offer and the Second Offer to any Third Party within 60
days after expiration of the Second Acceptance Period. If such Transfer is not
made within such 60-day period, the restrictions provided for in this Section
shall again become effective.

                                   ARTICLE IV

                                PREEMPTIVE RIGHT

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     4.1  PREEMPTIVE RIGHT.

     (a)  If the Company proposes to offer New Securities to any Person at any
time, the Company shall, before such offer, deliver to the Investors an offer
(the "Offer") to issue to the Investors their pro rata share of such New
Securities such that the Investors may maintain their relative Common Stock
equity position, on an as-converted basis upon the terms set forth in this
Section. The Offer shall state that the Company proposes to issue New Securities
and specify their number and terms (including purchase price). The Offer shall
remain open and irrevocable for a period of 30 days (the "Preemptive Period")
from the date of its delivery.

     (b)  Each Investor may accept the Offer by delivering to the Company a
notice (the "Purchase Notice") within the Preemptive Period. The Purchase Notice
shall state the number (the "Preemptive Number") of New Securities such Investor
desires to purchase. If the sum of all Preemptive Numbers exceeds the number of
New Securities, the New Securities shall be allocated among the Investors that
delivered a Purchase Notice PRO RATA in accordance with their Pro Rata Amounts;
PROVIDED, HOWEVER, that each Investor shall not be required to purchase more
than his or its Preemptive Number of New Securities.

     (c)  The issuance of New Securities to the Investors who delivered a
Purchase Notice shall be made on a business day, as designated by the Company,
not less than 10 and not more than 30 days after expiration of the Preemptive
Period on those terms and conditions of the Offer not inconsistent with this
Section.

     (d)  If the number of New Securities exceeds the sum of all Preemptive
Numbers, the Company may issue such excess or any portion thereof on the terms
and conditions of the Offer to any Person within 90 days after expiration of the
Preemptive Period. If such issuance is not made within such 90-day period, the
restrictions provided for in this Section shall again become effective.

     4.2  TERMINATION.

     The obligations of the Company under this Article IV shall terminate on the
Termination Date.

                                    ARTICLE V

                                  MISCELLANEOUS

     5.1  LEGEND ON STOCK CERTIFICATES.

     (a)  Each certificate representing shares of capital stock that are subject
to this Agreement shall bear a legend substantially in the following form:

     "THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, OR ENCUMBRANCE OF THE SECURITIES
     REPRESENTED BY THIS CERTIFICATE AND THE


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     RIGHTS OF THE HOLDER OF SUCH SECURITIES IN RESPECT OF THE ELECTION OF
     DIRECTORS ARE SUBJECT TO AN AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
     DATED DECEMBER -, 1999, AMONG SCC TECHNOLOGIES, INC. AND CERTAIN HOLDERS OF
     ITS OUTSTANDING CAPITAL STOCK. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT
     NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE
     TO THE SECRETARY OF SCC TECHNOLOGIES, INC."

     5.2  SEVERABILITY; GOVERNING LAW.

     (a)  If any provision of this Agreement shall be determined to be illegal
and unenforceable by any court of law, the remaining provisions shall be
severable and enforceable in accordance with their terms.

     (b)  This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of New York applicable to contracts made
and to be performed in the State of New York. The Company and Investors
irrevocably consent to the exclusive jurisdiction of the United States federal
and state courts located in New York in any suit or proceeding based on or
arising under this Agreement and irrevocably agree that all claims in respect of
such suit or proceeding may be determined in such courts. The Company and
Investors irrevocably waive the defense of an inconvenient forum to the
maintenance of such suit or proceeding. The Company and Investors further agree
that service of process upon the Company and Investors, respectively, mailed by
first class mail, shall be deemed in every respect effective service of process
upon the Company and Investors, respectively, in any such suit or proceeding.
Nothing herein shall affect the right of the Company or the right of any
Investor to serve process in any other manner permitted by law. The Company and
Investors agree that a final non-appealable judgment in any such suit or
proceeding shall be conclusive and may be enforced in other jurisdictions by
suit on such judgment or in any other lawful manner.

     5.3  ASSIGNMENTS; SUCCESSORS AND ASSIGNS.

     (a)  SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure
to the benefit of the parties and their successors and assigns. Except as
provided herein, neither the Company nor any Stockholder shall assign this
Agreement or any rights or obligations hereunder. Notwithstanding the foregoing,
any Investor may assign its rights hereunder to any of its "Affiliates," as that
term is defined under the Securities Exchange Act of 1934, as amended, without
the consent of the Company or to any other person or entity with the consent of
the Company, with such consents not being unreasonably withheld. As a condition
to the effectiveness of such assignment, the proposed assignee shall be required
to execute and deliver to the Company a counterpart to this Agreement agreeing
to be treated as a Investor whereupon such person or entity shall have the
benefits of, and shall be subject to the restrictions contained in, this
Agreement.


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<PAGE>

     (b)  THIRD PARTY BENEFICIARIES. This Agreement is intended for the benefit
of the parties hereto and their respective permitted successors and assigns, and
is not for the benefit of, nor may any provision hereof be enforced by, any
other person.

     5.4  AMENDMENTS.

     This Agreement may only be modified or amended by an instrument in writing
signed by the Company, the holders of at least 66-2/3% of the Investor Shares
and the holders of at least 66-2/3% of the Founder Shares. This Section may only
be amended with the consent of all parties to this Agreement.

     5.5  NOTICES.

     All notices, claims, requests, demands and other communications hereunder
shall be in writing and shall be deemed to have been duly given if personally
delivered or if sent by nationally-recognized overnight courier, by telecopy, or
by registered or certified mail, return receipt requested and postage prepaid,
addressed as follows:

     (a)  if to the Company:


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<PAGE>


                  SCC Technologies, Inc.
                  537 Congress Street, Suite 500
                  Portland, Maine  04101-3353
                  Fax:        (207) 772-8596
                  Telephone:  (207) 774-3244
                  Attention:  President and Legal Department

                  with a copy to:

                  Lucash, Gesmer & Updegrove, LLP
                  40 Broad Street
                  Boston, MA  02109
                  Fax:        (617) 350-6878
                  Telephone:  (617) 350-6800
                  Attention:  William Contente, Esq.

     (b)  if to the Investors:

                  DBV Investments, L.P.
                  MSD Portfolio L.P. - Investments
                  Vermeer Investments, LLC
                  Black Marlin Investments LLC
                  c/o MSD Capital, L.P.
                  780 Third Avenue - 43rd Floor
                  New York, New York 10017-2024
                  Fax:  (212) 303-1622
                  Telephone:  (212) 303-1668
                  Attention: Marc Lisker

                  and

                  InSight Capital Partners II, L.P.
                  InSight Capital Partners (Cayman) II, L.P.
                  InSight Capital Partners III, L.P.
                  InSight Capital Partners III-CoInvestors, L.P.
                  InSight Capital Partners (Cayman) III, L.P.
                  527 Madison Avenue, 10th Floor
                  New York, New York 10022
                  Fax: (212) 230-9722
                  Telephone:  (212) 230-9210
                  Attention:  Jeffrey Horing

                  and



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<PAGE>


                  WI Software Investors LLC
                  Imprimis SB, L.P.
                  411 West Putnam Avenue
                  Greenwich, CT 06830
                  Fax: (203) 862-7310
                  Telephone:  (203) 862-7028
                  Attention:  Robert Holtz

                  with a copy to:

                  Mayer, Brown & Platt
                  190 South LaSalle Street
                  Chicago, Illinois 60603
                  Fax:(312) 701-7711
                  Telephone: (312) 701-7100
                  Attention:   Edward S. Best

                  and

                  O'Sullivan, Graev & Karabell, LLP
                  30 Rockefeller Plaza - 41st Floor
                  New York, New York  10112
                  Fax: (212) 728-5950
                  Telephone: (212) 408-2400
                  Attention: John J. Suydam

     (c)  if to the Founders, to the address set forth under the name of such
          Founder on Annex I hereto;

                  with a copy to:

                  Kirkpatrick & Lockhart LLP
                  75 State Street, Sixth Floor
                  Boston, Massachusetts 02109
                  Fax:  (617) 951-9019
                  Telephone:  (617) 951-9211
                  Attention:  Stephen L. Palmer, Esq.

     (d)  if to any other Stockholder, to the address set forth in the stock
          register of the Company;

or to such other address as the party to whom notice is to be given may have
furnished to the other parties in writing in accordance herewith. Any such
notice or communication shall be deemed to have been received (a) in the case of
personal delivery, on the date of such delivery, if a business day or if not
delivered on a business day, the next succeeding business day, (b) in the



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<PAGE>

case of nationally-recognized overnight courier, on the next business day after
the date when sent, (c) in the case of telecopy transmission, when received, if
a business day or if not received on a business day, the next succeeding
business day, and (d) in the case of mailing, on the third business day
following that on which the piece of mail containing such communication is
posted.

     5.6  HEADINGS.

     The headings of the sections of this Agreement have been inserted for
convenience of reference only and shall not be deemed to be a part of this
Agreement.

     5.7  NOUNS AND PRONOUNS.

     Whenever the context may require, any pronouns used herein shall include
the corresponding masculine, feminine or neuter forms, and the singular form of
names and pronouns shall include the plural and vice versa.

     5.8  ENTIRE AGREEMENT; ORIGINAL AGREEMENT.

     This Agreement contains the entire agreement among the parties with respect
to the subject matter hereof and supersedes all prior agreements and
understandings with respect to such subject matter, including without limitation
the Original Agreement, which shall have no further force or effect. To the
extent (i) the acquisition of an aggregate of 700,000 shares of Common Stock by
one or more of the Investors from Mark Tilly and Alan Hyman, and/or (ii) the
purchase and sale of the Series C Preferred Stock to any Investors pursuant to
that certain Securities Purchase Agreement of even date herewith, would
otherwise constitute a breach of the Original Agreement, such breach is hereby
waived.

     5.9  COUNTERPARTS.

     This Agreement may be executed in any number of counterparts, and each such
counterpart hereof shall be deemed to be an original instrument, but all such
counterparts together shall constitute but one agreement.


                                       15
<PAGE>

     IN WITNESS WHEREOF, the parties hereto have executed this Amended and
Restated Stockholders' Agreement on the date first written above.

                                  SCC TECHNOLOGIES, INC.

                                  By:  /s/ Philip M. St. Germain
                                       ----------------------------
                                       Name: Philip M. St. Germain
                                       Title: CFO

                                  DBV INVESTMENTS, L.P.
                                  By:  DRT Capital, L.L.C., its general partner

                                  By:  /s/ Glen R. Fuhrman
                                       ----------------------------
                                       Name: Glen R. Fuhrman
                                       Title: Manager

                                  MSD PORTFOLIO L.P. - INVESTMENTS
                                  By:  MSD Capital, L.P., its general partner

                                  By:  /s/ Glen R. Fuhrman
                                       ----------------------------
                                       Name:  Glen R. Fuhrman
_                                      Title: Managing Principal

                                  VERMEER INVESTMENTS, LLC

                                  By:  /s/ Glen R. Fuhrman
                                       ----------------------------
                                       Name:  Glen R. Fuhrman
                                       Title: Manager

                                  BLACK MARLIN INVESTMENTS, LLC

                                  By:  /s/ John C. Phelan
                                       ----------------------------
                                       Name:  John C. Phelan
                                       Title: Manager


                                       16
<PAGE>


                                  INSIGHT CAPITAL PARTNERS II, L.P.

                                  By:  Sight Venture Associates II, LLC, its
                                       General Partner

                                  By:  /s/ Jeffrey L. Horing
                                       -----------------------------
                                       Jeffrey L. Horing
                                       Member

                                  INSIGHT CAPITAL PARTNERS (CAYMAN) II, L.P.

                                  By:  Sight Venture Associates II, LLC, its
                                       general Partner

                                  By:  /s/ Jeffrey L. Horing
                                       -----------------------------
                                       Jeffrey L. Horing
                                       Member

                                  INSIGHT CAPITAL PARTNERS III, L.P.

                                  By:  Insight Venture Associates III, LLC, its
                                       general partner

                                  By:  /s/ Jeffrey L. Horing
                                       -----------------------------
                                       Name:  Jeffrey L. Horing
                                       Title: Managing Member

                                  INSIGHT CAPITAL PARTNERS III-COINVESTORS, L.P.

                                  By:  Insight Venture Associates III, LLC, its
                                       general partners

                                  By:  /s/ Jeffrey L. Horing
                                       -----------------------------
                                       Name:  Jeffrey L. Horing
                                       Title:  Managing Member


                                       17
<PAGE>


                                  INSIGHT CAPITAL PARTNERS (CAYMAN) III, L.P.

                                  By:  Insight Venture Associates III, LLC, its
                                       general partner

                                  By:  /s/ Jeffrey L. Horing
                                       -----------------------------
                                       Name:  Jeffrey L. Horing
                                       Title: Managing Member

                                  WI SOFTWARE INVESTORS LLC

                                  By:  Wexford Management LLC, its Investment
                                       Manager

                                  By:  /s/ Robert Holtz
                                       -----------------------------
                                       Name: Robert Holtz
                                       Title: Principal

                                  IMPRIMIS SB, L.P.

                                  By:  Imprimis SB, GP LLC, its
                                       general partner

                                  By:  /s/ Robert Holtz
                                       -----------------------------
                                       Name: Robert Holtz
                                       Title: V.P.

                                  /s/ Alan Hyman
                                  ----------------------------------
                                  Alan Hyman

                                  /s/ Mark Tilly
                                  ----------------------------------
                                  Mark Tilly

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