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                                                                    EXHIBIT 10.7

                      METAWAVE COMMUNICATIONS CORPORATION

                          FIFTH AMENDED AND RESTATED

                          INVESTORS' RIGHTS AGREEMENT

                                April 28, 1999
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                          FIFTH AMENDED AND RESTATED
                          INVESTORS' RIGHTS AGREEMENT

     THIS FIFTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT (the
"Agreement") is made as of the 28th day of April, 1999, by and among Metawave
Communications Corporation, a Delaware corporation (the "Company"), and the
investors and the founders listed on Schedule A hereto (the "Investors" and the
                                     ----------
"Founders", respectively).

                                    RECITALS
                                    --------

     A.   The Company and certain of the Investors have entered into the Amended
and Restated Series E Senior Preferred Stock and Convertible Note Purchase
Agreement dated April 28, 1999 (the "Series E Agreement") pursuant to which the
Company shall sell to such Investors (the "Series E Investors") up to 20,000,000
shares of its Series E Senior Preferred Stock.

     B.   The Company, the Founders and certain of the Investors who purchased
the Company's Series A Preferred Stock (the "Series A Investors") pursuant to
the Series A Preferred Stock Purchase Agreement dated as of July 7, 1995,
previously entered into that certain Investors' Rights Agreement of even date
therewith (the "First Investors' Rights Agreement"), which granted to the Series
A Investors certain rights with respect to the Series A Preferred Stock.

     C.   The Company, the Founders, the Series A Investors, and certain of the
Investors who purchased the Company's Series B Preferred Stock (the "Series B
Investors") pursuant to the Series B Preferred Stock Purchase Agreement dated as
of May 30, 1996, subsequently entered into that certain Amended and Restated
Investors' Rights Agreement dated as of even date therewith (the "Restated
Investors' Rights Agreement"), which amended, restated and superseded the First
Investors' Rights Agreement, and which granted to the Series A Investors and the
Series B Investors certain rights with respect to the Series A Preferred Stock
and the Series B Preferred Stock, respectively.

     D.   The Company, the Founders, the Series A Investors, the Series B
Investors, and certain of the Investors who purchased the Company's Series C
Preferred Stock (the "Series C Investors") pursuant to the Series C Preferred
Stock Purchase Agreement dated as of October 30, 1996, subsequently entered into
that certain Second Amended and Restated Investors' Rights Agreement dated as of
even date therewith (the "Second Restated Investors' Rights Agreement"), which
amended, restated and superseded the Restated Investors' Rights Agreement, and
which granted to the Series A Investors, the Series B Investors and the Series C
Investors certain rights with respect to the Series A Preferred Stock, Series B
Preferred Stock and the Series C Preferred Stock, respectively.

     E.   The Company, the Founders, the Series A Investors, the Series B
Investors, the Series C Investors, and certain Investors who purchased the
Company's Series D Preferred Stock (the "Series D Investors") pursuant to the
Series D Preferred Stock Purchase Agreement dated as of August 6, 1997,
subsequently entered into that certain Third Amended and Restated Investors'

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Rights Agreement dated as of even date therewith (the "Third Restated Investors'
Rights Agreement"), which amended, restated and superseded the Second Restated
Investors' Rights Agreement, and which granted to the Founders, the Series A
Investors, the Series B Investors, the Series C Investors and the Series D
Investors certain rights with respect to the Series A Preferred Stock, Series B
Preferred Stock, the Series C Preferred Stock and the Series D Preferred Stock,
respectively.

     F.   The Company, the Founders, the Series A Investors, the Series B
Investors, the Series C Investors, the Series D Investors and certain of the
Investors who previously purchased shares of the Company's Series E Preferred
Stock (the "First Series E Investors") pursuant to the terms of the Series E
Preferred Stock Purchase Agreement dated as of December 21, 1998, as amended,
subsequently entered into the Fourth Amended and Restated Investors' Rights
Agreement dated as of even date therewith (the "Fourth Restated Investors'
Rights Agreement"), which amended, restated and superseded the Third Restated
Investors' Rights Agreement, and which granted to the parties thereto certain
rights with respect to the Series A Preferred Stock, Series B Preferred Stock,
the Series C Preferred Stock, the Series D Preferred Stock and the Series E
Preferred Stock, respectively.

     G.   The closing of the Series E Agreement, pursuant to which the Series E
Investors will receive Series E Preferred Stock, is subject to certain
conditions, including the condition that the Company, the Founders, the Series A
Investors, the Series B Investors, the Series C Investors, the Series D
Investors and the First Series E Investors grant to the Series E Investors
certain rights as set forth herein.

     H.   The Company, the Founders and the Investors are willing to enter into
this Agreement for the purpose of setting forth certain rights to which the
Investors are entitled.

     NOW, THEREFORE, in consideration of the foregoing recitals and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company, the Founders, the Series A Investors, the Series B
Investors, the Series C Investors, the Series D Investors, the First Series E
Investors and the Series E Investors hereby agree as follows:

     1.   Registration Rights.  The Company covenants and agrees as follows:
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          1.1  Definitions.  For purposes of this Agreement:
               -----------

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

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

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               (c) The term "Holder" means any person owning or having the right
to acquire Registrable Securities or any assignee thereof in accordance with
Section 1.13 hereof.

               (d) The term "1934 Act" shall mean the Securities Exchange Act of
1934, as amended.

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

               (f) The term "Registrable Securities" means Common Stock of the
Company not previously sold to the public and (i) issuable or issued upon
conversion of the Series A Preferred Stock, Series B Preferred Stock, Series C
Preferred Stock, Series D Preferred Stock and Series E Preferred Stock (whether
currently issued or hereafter acquired), (ii) issued as (or issuable upon the
conversion or exercise of any warrant, right or other security that is issued
as) a dividend or other distribution with respect to, or in exchange for or in
replacement of the shares referenced in (i) above, and (iii) for purposes of
Section 1.3 (and other portions of this Section 1, to the extent they relate to
rights or registration under Section 1.3) the term "Registrable Securities"
shall also include shares of Common Stock of the Company (other than shares
described in clauses (i) and (ii) of this subsection 1.1(f)) eligible for
registration pursuant to subsection 1.3(b).  Notwithstanding the foregoing,
"Registrable Securities" shall exclude any Registrable Securities to the extent
(A) sold by a person in a transaction in which his rights under this Section 1
are not assigned, or (B) the registration rights with respect to such
Registrable Securities have been terminated pursuant to Section 1.16.

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

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

               (i) The term "Affiliate" shall refer to any person or entity
controlling, controlled by or under common control with such Investors.

          1.2  Request for Registration
               ------------------------

               (a)  If the Company shall receive at any time after the earlier
of (i) December 31, 2002, or (ii) six (6) months after the effective date of the
first registration statement for a public offering of securities of the Company
(other than a registration statement relating either to the sale of securities
to employees of the Company pursuant to a stock option, stock purchase or
similar plan or a SEC Rule 145 transaction), a written request, from (i) the
Holders of a majority of the Registrable Securities then outstanding in the case
of the first such

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written request and (ii) the Holders of at least forty percent (40%) of the
Registrable Securities then outstanding in the case of the second such request,
that the Company file a registration statement under the Act covering the
registration of Registrable Securities then outstanding having an aggregate
offering price, net of underwriting discounts and commissions, of at least
$7,500,000, then the Company shall:

                    (A)  within ten (10) days of the receipt thereof, give
written notice of such request to all Holders; and

                    (B)  effect as soon as practicable, and in any event within
sixty (60) days of the receipt of such request, the registration under the Act
of all Registrable Securities that the Holders request to be registered, subject
to the limitations of subsection 1.2(b), within twenty (20) days of the mailing
of such notice by the Company in accordance with Section 3.5.

                         (1)  If the Holders initiating the registration request
hereunder ("Initiating Holders") intend to distribute the Registrable Securities
covered by their request by means of an underwriting, they shall so advise the
Company as a part of their request made pursuant to subsection 1.2(a) and the
Company shall include such information in the written notice referred to in
subsection 1.2(a). The underwriter will be selected by the majority in interest
of the Initiating Holders. In such event, the right of any Holder to include his
Registrable Securities in such registration shall be conditioned upon such
Holder's participation in such underwriting and the inclusion of such Holder's
Registrable Securities in the underwriting (unless otherwise mutually agreed by
a majority in interest of the Initiating Holders and such Holder) to the extent
provided herein. All Holders proposing to distribute their securities through
such underwriting shall (together with the Company as provided in subsection
1.4(e)) enter into an underwriting agreement in customary form with the
underwriter or underwriters selected for such underwriting. Notwithstanding any
other provision of this Section 1.2, if the underwriter advises the Initiating
Holders in writing that marketing factors require a limitation of the number of
shares to be underwritten, then the Initiating Holders shall so advise all
Holders of Registrable Securities that would otherwise be underwritten pursuant
hereto, and the number of shares of Registrable Securities that may be included
in the underwriting shall be allocated among all Holders (electing to include
shares in the offering) thereof, including the Initiating Holders, in proportion
(as nearly as practicable) to the amount of Registrable Securities of the
Company owned by each Holder; provided, however, that the number of shares of
Registrable Securities to be included in such underwriting shall not be reduced
unless all other securities are first entirely excluded from the underwriting.

                         (2)  Notwithstanding the foregoing, if the Company
shall furnish to Holders requesting a registration statement pursuant to this
Section 1.2, 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
seriously detrimental to the Company and its stockholders for such registration
statement to be filed and it is therefore essential to defer the filing of such
registration statement, the Company shall have the right to defer taking action
with

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respect to such filing for a period of not more than ninety (90) days after
receipt of the request of the Initiating Holders; provided, however, that the
Company may not utilize this right more than once in any twelve (12) month
period.

                         (3)  The Company is obligated to effect only two (2)
such registrations pursuant to this Section 1.2.

          1.3  Company Registration
               --------------------

               (a)  If (but without any obligation to do so) the Company
proposes to register (including for this purpose a registration effected by the
Company for stockholders other than the Holders) any of its stock or other
securities under the Act in connection with the public offering of such
securities solely for cash (other than a registration relating solely to the
sale of securities to participants in a Company stock plan or a registration on
any form that does not include substantially the same information as would be
required to be included in a registration statement covering the sale of the
Registrable Securities), the Company shall, at such time, promptly give each
Holder written notice of such registration. Upon the written request of each
Holder given within twenty (20) days after mailing of such notice by the Company
in accordance with Section 3.5, the Company shall, subject to the provisions of
Section 1.8, include in the registration statement all of the Registrable
Securities that each such Holder has requested to be registered.

               (b)  Each Founder shall be deemed a Holder for purposes of
Section 1.3(a) and shall be entitled to include Common Stock held by such
Founder in any registration described in Section 1.3(a) so long as such Founder
(A) continues to serve as an officer or director of the Company on the date the
registration statement is filed by the Company and (B) agrees to be bound by all
other provisions of this Agreement and to participate in any such registration
on the same basis as each other Holder in accordance with all applicable
provisions of this Agreement.

          1.4  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 a period of up to one hundred twenty (120)
days or until the Holders have completed the distribution described in the
registration statement relating thereto, whichever first occurs.

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

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

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

               (e)  In the event of any underwritten public offering, enter into
and perform its obligations under an underwriting agreement, in usual and
customary form, with the managing underwriter of such offering. Each Holder
participating in such underwriting shall also enter into and perform its
obligations under such an agreement.

               (f)  Notify each Holder of Registrable Securities covered by such
registration statement at any time when a prospectus relating thereto is
required to be delivered under the Act 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)  Cause all such Registrable Securities registered pursuant
hereunder to be listed on each securities exchange or nationally recognized
quotation system on which similar securities issued by the Company are then
listed.

          1.5  Furnish Information
               -------------------

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

               (b)  The Company shall have no obligation with respect to any
registration requested pursuant to Section 1.2 or Section 1.12 if, due to the
operation of subsection 1.5(a), the number of shares or the anticipated
aggregate offering price of the Registrable Securities to be included in the
registration does not equal or exceed the number of shares or the anticipated
aggregate offering price required to originally trigger the Company's obligation
to initiate such registration as specified in subsection 1.2(a) or subsection
1.12(b)(ii), whichever is applicable.

          1.6  Expenses of Demand Registration.  All expenses other than
               -------------------------------
underwriting discounts and commissions incurred in connection with
registrations, filings or qualifications

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pursuant to Section 1.2, including (without limitation) all registration, filing
and qualification fees, printers' and accounting fees, fees and disbursements of
counsel for the Company and the reasonable fees and disbursements of one counsel
(not to exceed $10,000) for the selling Holders shall be borne by the Company;
provided, however, that the Company shall not be required to pay for any
expenses of any registration proceeding begun pursuant to Section 1.2 if the
registration request is subsequently withdrawn at the request of the Holders of
a majority of the Registrable Securities to be registered (in which case all
participating Holders shall bear such expenses), unless the Holders of a
majority of the Registrable Securities agree to forfeit their right to one
demand registration pursuant to Section 1.2; provided further, however, that if
at the time of such withdrawal, the Holders have learned of a material adverse
change in the condition, business, or prospects of the Company from that known
to the Holders at the time of their request and have withdrawn the request with
reasonable promptness following disclosure by the Company of such material
adverse change, then the Holders shall not be required to pay any of such
expenses and shall retain their rights pursuant to Section 1.2.

          1.7  Expenses of Company Registration.  The Company shall bear and pay
               --------------------------------
all expenses incurred in connection with any registration, filing or
qualification of Registrable Securities with respect to the registrations
pursuant to Section 1.3 for each Holder (which right may be assigned as provided
in Section 1.13), including (without limitation) all registration, filing, and
qualification fees, printers' and accounting fees relating or apportionable
thereto and the fees and disbursements of counsel for this purpose; the Company
will pay the reasonable fees and disbursements of one counsel (not to exceed
$10,000), for the selling Holders selected by them but excluding underwriting
discounts and commissions relating to Registrable Securities.

          1.8  Underwriting Requirements.  In connection with any offering
               -------------------------
involving an underwriting of shares of the Company's capital stock, the Company
shall not be required under Section 1.3 to include any of the Holders'
securities in such underwriting unless they accept the terms of the underwriting
as agreed upon between the Company and the underwriters selected by it, and then
only in such quantity as the underwriters determine in their sole discretion
will not adversely affect their ability to market the offering.  If the total
amount of securities, including Registrable Securities, requested by
stockholders to be included in such offering exceeds the amount of securities
sold other than by the Company that the underwriters determine in their sole
discretion is compatible with the success of the offering, then the Company
shall be required to include in the offering only that number of such
securities, including Registrable Securities, that the underwriters determine in
their sole discretion will not adversely affect their ability to market the
offering (the securities so included to be apportioned pro rata among the
selling stockholders according to the total amount of securities owned by each
selling stockholder or in such other proportions as shall mutually be agreed to
by such selling stockholders) but in no event shall (a) the amount of securities
of the selling Holders included in the offering be reduced below thirty percent
(30%) of the total amount of securities included in such offering, unless such
offering is the initial public offering of the Company's securities in which
case the selling stockholders may be reduced to a lesser percentage if the
underwriters make the determination described above and no other stockholder's
securities are included or (b) notwithstanding clause (a) above, any shares
being sold by a stockholder exercising a demand registration right

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similar to that granted in Section 1.2 be excluded from such offering. For
purposes of the preceding parenthetical concerning apportionment, for any
selling stockholder that is a holder of Registrable Securities and which is a
partnership or corporation, the partners, retired partners and stockholders of
such holder, or the estates and family members of any such partners and retired
partners and any trusts for the benefit of any of the foregoing persons shall be
deemed to be a single "selling stockholder", and any pro-rata reduction with
respect to such "selling stockholder" shall be based upon the aggregate amount
of shares carrying registration rights owned by all entities and individuals
included in such "selling stockholder", as defined in this sentence.

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

          1.10  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, any underwriter (as defined in the Act) for such
Holder and each person, if any, who controls such Holder or underwriter within
the meaning of the Act or the 1934 Act, against any losses, claims, damages, or
liabilities (joint or several), as incurred, to which they may become subject
under the Act, or the 1934 Act or other federal or state securities 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 Act, the 1934 Act, any state securities law or
any rule or regulation promulgated under the Act, or the 1934 Act or any state
securities law; and the Company will pay to each such Holder, underwriter or
controlling person, as incurred, any legal or other expenses reasonably incurred
by them in connection with investigating or defending any such loss, claim,
damage, liability, or action; provided, however, that the indemnity agreement
contained in this subsection 1.10(a) shall not apply to amounts paid in
settlement of any such loss, claim, damage, liability, or action if such
settlement is effected without the consent of the Company (which consent shall
not be unreasonably withheld), nor shall the Company be liable in any such case
for any such loss, claim, damage, liability, or action to the extent that it
arises out of or is based upon a Violation that occurs in reliance upon and in
conformity with written information furnished expressly for use in connection
with such registration by any such Holder, underwriter or controlling person.

               (b)  To the extent permitted by law, each selling Holder will
indemnify and hold harmless the Company, each of its directors, each of its
officers who has signed the registration statement, each person, if any, who
controls the Company within the

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meaning of the Act, any underwriter, any other Holder selling securities in such
registration statement and any controlling person of any such underwriter or
other Holder, against any losses, claims, damages, or liabilities (joint or
several), as incurred, to which any of the foregoing persons may become subject,
under the Act, the 1934 Act or other federal or state securities 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 expressly for use
in connection with such registration; and each such Holder will pay, as
incurred, any legal or other expenses reasonably incurred by any person intended
to be indemnified pursuant to this subsection 1.10(b), in connection with
investigating or defending any such loss, claim, damage, liability, or action;
provided, however, that the indemnity agreement contained in this subsection
1.10(b) shall not apply to amounts paid in settlement of any such loss, claim,
damage, liability or action if such settlement is effected without the consent
of the Holder, which consent shall not be unreasonably withheld; provided, that,
in no event shall any indemnity under this subsection 1.10(b) exceed the net
proceeds from the offering received by such Holder.

               (c)  Promptly after receipt by an indemnified party under this
Section 1.10 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 1.10, deliver to
the indemnifying party a written notice of the commencement thereof and the
indemnifying party shall have the right to participate in, and, to the extent
the indemnifying party so desires, jointly with any other indemnifying party
similarly noticed, to assume the defense thereof with counsel mutually
satisfactory to the parties; provided, however, that an indemnified party
(together with all other indemnified parties that may be represented without
conflict by one counsel) shall have the right to retain one separate counsel, in
addition to one local counsel for all the indemnified parties, with the fees and
expenses to be paid by the indemnifying party, if representation of such
indemnified party by the counsel retained by the indemnifying party would be
inappropriate due to actual or potential differing interests between such
indemnified party and any other party represented by such counsel in such
proceeding. The failure to deliver written notice to the indemnifying party
within a reasonable time of the commencement of any such action, if materially
prejudicial to its ability to defend such action, shall relieve such
indemnifying party of any liability to the indemnified party under this Section
1.10, but the omission so to deliver written notice to the indemnifying party
will not relieve it of any liability that it may have to any indemnified party
otherwise than under this Section 1.10.

               (d)  If the indemnification provided for in this Section 1.10 is
held by a court of competent jurisdiction to be unavailable to an indemnified
party with respect to any loss, liability, claim, damage, or expense referred to
therein, then the indemnifying party, in lieu of indemnifying such indemnified
party hereunder, shall contribute to the amount paid or payable by such
indemnified party as a result of such loss, liability, claim, damage, or expense
in such proportion as is appropriate to reflect the relative fault of the
indemnifying party on the one hand and of the indemnified party on the other in
connection with the statements or

                                      -9-
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omissions that resulted in such loss, liability, claim, damage, or expense as
well as any other relevant equitable considerations. The relative fault of the
indemnifying party and of the indemnified party shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a
material fact or the omission to state a material fact relates to information
supplied by the indemnifying party or by the indemnified party and the parties'
relative intent, knowledge, access to information, and opportunity to correct or
prevent such statement or omission, provided, however, that, to the extent
permitted by applicable law, in no event shall any indemnifying party be
required to contribute an aggregate amount in excess of the net proceeds from
the offering received by such indemnifying party.

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

               (f)  No indemnifying party shall, without the prior written
consent of the indemnified parties, settle or compromise or consent to the entry
of any judgment with respect to any litigation, or any investigation or
proceeding by any governmental agency or body, commenced or threatened, or any
claim whatsoever in respect of which indemnification or contribution could be
sought under this Section 1.10 hereof (whether or not the indemnified parties
are actual or potential parties thereto), unless such settlement, compromise or
consent (i) includes an unconditional release of each indemnified party from all
liability arising out of such litigation, investigation, proceeding or claim and
(ii) does not include a statement as to an admission of fault, culpability or a
failure to act by and on behalf of any indemnified party.


          1.11 Reports Under Securities Exchange Act of 1934.  With a view to
               ---------------------------------------------
making available to the Holders the benefits of Rule 144 promulgated under the
Act and any other rule or regulation of the SEC that may at any time permit a
Holder to sell securities of the Company to the public without registration or
pursuant to a registration on Form S-3, the Company agrees to:

               (a)  make and keep public information available, as those terms
are understood and defined in SEC Rule 144, at all times after the effective
date of the first registration statement filed by the Company for the offering
of its securities to the general public;

               (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 first registration statement filed by the Company for the offering of
its securities to the general public is declared effective;

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

               (d)  furnish to any Holder, so long as the Holder owns any
Registrable Securities, forthwith upon request (i) a written statement by the
Company that it has complied

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

          1.12 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 fifteen (15) days after receipt of such written notice from the Company;
provided, however, that the Company shall not be obligated to effect any such
registration, qualification or compliance, pursuant to this Section 1.12: (i) if
Form S-3 is not available for such offering by the Holders; (ii) if the Holders,
together with the holders of any other securities of the Company entitled to
inclusion in such registration, propose to sell Registrable Securities and such
other securities (if any) at an aggregate price to the public (net of any
underwriters' discounts or commissions) of less than $4,000,000; (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 seriously detrimental to the Company and its
stockholders for such Form S-3 Registration to be effected at such time, in
which event the Company shall have the right to defer the filing of the Form S-3
registration statement for a period of not more than 90 days after receipt of
the request of the Holder or Holders under this Section 1.12; provided, however,
that the Company shall not utilize this right more than once in any twelve (12)
month period; (iv) if the Company has, within the twelve (12) month period
preceding the date of such request, already effected (A) one (1) registration on
Form S-3 for the requesting Holder or Holders or (B) two (2) registrations on
Form S-3 pursuant to this Section 1.12; (v) if the Company has already effected
four (4) registrations on Form S-3 pursuant to this Section 1.12; or (vi) in any
particular jurisdiction in which the Company would be required to qualify to do
business or to execute a general consent to service of process in effecting such
registration, qualification or compliance.

                                     -11-
<PAGE>

               (c)  Subject to the foregoing, the Company shall file a
registration statement covering the Registrable Securities and other securities
so requested to be registered as soon as practicable after receipt of the
request or requests of the Holders. All expenses incurred in connection with a
registration requested pursuant to Section 1.12, including (without limitation)
all registration, filing, qualification, printer's and accounting fees and the
reasonable fees and disbursements of counsel (not to exceed $10,000) for the
selling Holder or Holders and counsel for the Company, but excluding any
underwriters' discounts or commissions associated with Registrable Securities,
shall be borne by the Company. Registrations effected pursuant to this Section
1.12 shall not be counted as demands for registration or registrations effected
pursuant to Sections 1.2 or 1.3, respectively.

          1.13 Assignment of Registration Rights.  The rights to cause the
               ---------------------------------
Company to register Registrable Securities pursuant to this Section 1 may be
assigned (but only with all related obligations) by a Holder to a transferee or
assignee of such securities who acquires all of the Registrable Securities
previously held by such Holder, or who, after such assignment or transfer, holds
at least 100,000 shares of Registrable Securities (subject to appropriate
adjustment for stock splits, stock dividends, combinations and other
recapitalizations), provided: 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 provided, further, that such
assignment shall be effective only if immediately following such transfer the
further disposition of such securities by the transferee or assignee is
restricted under the Act.  For the purposes of determining the number of shares
of Registrable Securities held by a transferee or assignee, the holdings of
transferees and assignees of a partnership or a trust who are Affiliates,
partners or retired partners of such partnership (including spouses and
ancestors, lineal descendants and siblings of such partners or spouses who
acquire Registrable Securities by gift, will or intestate succession), or an
affiliate or successor trust or trustee of such trust, shall be aggregated
together and with the partnership; provided that all assignees and transferees
who would not qualify individually for assignment of registration rights shall
have a single attorney-in-fact for the purpose of exercising any rights,
receiving notices or taking any action under this Section 1.

          1.14 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 a majority of the Registrable Securities then
outstanding, enter into any agreement with any holder or prospective holder of
any securities of the Company that would allow such holder or prospective holder
(a) to include such securities in any registration filed under Section 1.2
hereof, unless under the terms of such agreement, such holder or prospective
holder may include such securities in any such registration only to the extent
that the inclusion of his securities will not reduce the amount of the
Registrable Securities of the Holders that is included or (b) to make a demand
registration which could result in such registration statement being declared
effective prior to the earlier of either of the dates set forth in subsection
1.2(a) or within one hundred twenty (120) days of the effective date of any
registration effected pursuant to Section 1.2.

                                     -12-
<PAGE>

          1.15 "Market Stand-Off" Agreement.  Each Investor hereby agrees that,
               ----------------------------
during the period of duration (not to exceed one hundred eighty (180) days)
specified by the Company and an underwriter of Common Stock or other securities
of the Company, following the effective date of a registration statement filed
under the Act for the initial public offering of the Company's Common Stock, it
shall not, to the extent requested by the Company and such underwriter, directly
or indirectly, sell, offer to sell, contract to sell (including, without
limitation, any short sale), grant any option to purchase or otherwise transfer
or dispose of (other than to donees who agree to be similarly bound) any
securities of the Company held by it at any time during such period except
Common Stock included in such registration; provided, however, that the
restrictions imposed by this subsection 1.15 shall not apply to Common Stock
purchased by an Investor in the initial public offering of the Company's Common
Stock or acquired by an Investor by purchases in the public market following
such initial public offering; and provided further, that all officers and
directors of the Company and all other persons with registration rights (whether
or not pursuant to this Agreement) enter into similar agreements.  In order to
enforce the foregoing covenant, the Company may impose stop-transfer
instructions with respect to the securities of the Company (except Common Stock
included in such registration) held at any time during such period by each
Investor (and the shares or securities of every other person subject to the
foregoing restriction) until the end of such period.

          1.16 Termination of Registration Rights
               ----------------------------------

               No Holder shall be entitled to exercise any right provided for in
this Section 1 after the earlier of (a) three (3) years following the
consummation of the sale of securities pursuant to a registration statement
filed by the Company under the Act in connection with the initial firm
commitment underwritten offering of its securities to the general public, the
public offering price of which was not less than $10.00 per share (adjusted to
reflect subsequent stock dividends, stock splits or recapitalizations), and
$40,000,000 in the aggregate, or (b) as to any Holder, such time at which all
Registrable Securities held by such Holder can be sold in any three month period
without registration in compliance with Rule 144 of the Act.

          2.   Covenants
               ---------

               2.1  Delivery of Financial Statements.  The Company shall deliver
                    --------------------------------
to each Investor:

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

                    (b)  so long as such Investor holds an aggregate of at least
400,000 shares of Series A, Series B, Series C, Series D and/or Series E
Preferred Stock (or

                                     -13-
<PAGE>

Common Stock issued upon conversion thereof and as adjusted for subsequent
stock splits, recombinations or reclassifications) as soon as practicable, but
in any event within thirty (30) days after the end of each of the first three
(3) quarters of each fiscal year of the Company, an unaudited consolidated
income statement, consolidated statement of cash flows for such fiscal quarter
and an unaudited consolidated balance sheet as of the end of such fiscal
quarter;

                    (c)  so long as such Investor holds an aggregate of at least
400,000 shares of Series A, Series B, Series C, Series D and/or Series E
Preferred Stock (or Common Stock issued upon conversion thereof and as adjusted
for subsequent stock splits, recombinations or reclassifications) within thirty
(30) days of the end of each month, an unaudited consolidated income statement,
consolidated statement of cash flows and consolidated balance sheet for and as
of the end of such month, in reasonable detail;

                    (d)  so long as such Investor holds an aggregate of at least
400,000 shares of Series A, Series B, Series C, Series D and/or Series E
Preferred Stock (or Common Stock issued upon conversion thereof and as adjusted
for subsequent stock splits, recombinations or reclassifications) as soon as
practicable, but in any event thirty (30) days prior to the end of each fiscal
year, a budget and business plan for the next fiscal year, prepared on a monthly
basis, including consolidated balance sheets and consolidated income statements
for such months and, as soon as prepared, any other budgets or revised budgets
prepared by the Company;

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

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

          2.2  Inspection.  The Company shall permit each Investor, at such
               ----------
Investor's expense, to visit and inspect the Company's properties, to examine
its books of account and records and to discuss the Company's affairs, finances
and accounts with its officers, all at such reasonable times as may be requested
by the Investor; provided, however, that the Company shall not be obligated
pursuant to this Section 2.2 to provide access to any information that it
reasonably considers to be a trade secret or similar confidential information.

                                     -14-
<PAGE>

          2.3  Termination of Information and Inspection Covenants.  The
               ---------------------------------------------------
covenants set forth in Section 2.1 and Section 2.2 shall terminate as to
Investors and be of no further force or effect (a) when the sale of securities
pursuant to a registration statement filed by the Company under the Act in
connection with the firm commitment underwritten offering of its securities to
the general public is consummated, the public offering price of which was not
less than $10.00 per share (adjusted to reflect subsequent stock dividends,
stock splits or recapitalizations), and $40,000,000 in the aggregate or (b) when
the Company first becomes subject to the periodic reporting requirements of
Sections 12(g) or 15(d) of the 1934 Act, whichever event shall first occur.

          2.4  Right of First Offer.  Subject to the terms and conditions
               --------------------
specified in this Section 2.4, the Company hereby grants to each Investor a
right of first offer to purchase its pro rata share (in whole or in part) with
respect to future sales by the Company of its Shares (as hereinafter defined).
An Investor shall be entitled to assign or apportion the right of first offer
hereby granted it among itself and its partners and affiliates (including in the
case of a venture capital fund among other venture capital funds affiliated with
such fund) in such proportions as it deems appropriate.  For purposes of this
Section 2.4, an Investor's pro rata share of Shares shall mean that number of
Shares that equals the proportion that the number of shares of Common Stock
issued and held by each Investor (assuming full conversion, exercise and/or
exchange of all convertible, exercisable and exchangeable securities) bears to
the total number of shares of Common Stock issued and outstanding immediately
prior to the issuance of Shares (assuming full conversion, exercise and/or
exchange of all convertible, exercisable and exchangeable securities).
Notwithstanding anything herein to the contrary, if the aggregate number of
Shares which the Investors elect to purchase pursuant to this Section 2.4
exceeds sixty-six and two-thirds percent (66 2/3%) of the Shares to be offered
by the Company, the number of Shares to be purchased by each Investor shall be
reduced proportionately so that the aggregate number of Shares to be purchased
by the Investors is no more than sixty-six and two-thirds percent (66 2/3%) of
the Shares to be issued.

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

               (a)  The Company shall deliver a notice by certified mail
("Notice") to the Investors stating (i) its bona fide intention to offer such
Shares, (ii) the number of such Shares to be offered, and (iii) the price and
terms, if any, upon which it proposes to offer such Shares.

               (b)  By written notification received by the Company within
twenty (20) calendar days after receipt of the Notice, each Investor may elect
to purchase or obtain, at the price and on the terms specified in the Notice, up
to its pro rata share of such Shares.

               (c)  If all Shares that Investors are entitled to obtain pursuant
to subsection 2.4(b) are not elected to be obtained as provided in subsection
2.4(b) hereof, the

                                     -15-
<PAGE>

Company may, during the 30-day period following the expiration of the period
provided in subsection 2.4(b) hereof, offer the remaining unsubscribed portion
of such Shares to any person or persons at a price not less than, and upon terms
no more favorable to the offeree than those specified in the Notice. If the
Company does not enter into an agreement for the sale of the Shares within such
period, or if such agreement is not consummated within 30 days of the execution
thereof, the right provided hereunder shall be deemed to be revived and such
Shares shall not be offered unless first reoffered to the Investors in
accordance herewith.

               (d)  The right of first offer in this Section 2.4 shall not be
applicable (i) to the issuance or sale of no more than 7,100,000 shares of
Common Stock (or options therefor, including the number of options outstanding
as of the date of this Agreement) to employees, consultants or directors for the
primary purpose of soliciting or retaining their services, (ii) to or after
consummation of a bona fide, firmly underwritten public offering of shares of
Common Stock, registered under the Act pursuant to a registration statement on
Form S-1, at an offering price of at least $10.00 per share (appropriately
adjusted for any stock split, dividend, combination or other recapitalization)
and $40,000,000 in the aggregate, (iii) the issuance of securities pursuant to
the conversion or exercise of convertible or exercisable securities, (iv) the
issuance of securities in connection with a bona fide business acquisition of or
by the Company, whether by merger, consolidation, sale of assets, sale or
exchange of stock or otherwise, (v) the issuance of securities in connection
with a transaction the primary purpose of which is to acquire technology, (vi)
the issuance of securities to vendors, suppliers, equipment lessors or bank
lenders where such issuance is not principally for the purpose of raising
additional equity capital; or (vii) the issuance of securities to corporate
partners or in connection with other strategic alliances approved by the Board
of Directors of the Company.

          2.5  Board of Directors
               ------------------

               (a)  With respect to those three (3) directors that the Company's
Fifth Amended and Restated Certificate of Incorporation provided were to be
elected by holders of Series A, Series B, Series C, Series D and Series E
Preferred Stock, those Investors that executed the Fourth Restated Investors'
Rights Agreement agreed to vote all of their shares of Series A, Series B,
Series C, Series D and Series E Preferred Stock in favor of the election of one
designee of each of Venrock Associates ("Venrock"), Sevin Rosen Fund IV, L.P.
("Sevin Rosen"), and Oak Investment Partners VI, L.P. ("Oak"). Notwithstanding
the foregoing if pursuant to Article IV, Section (B), Paragraph 5(b) of the
Company's Fifth Amended and Restated Certificate of Incorporation (which
Paragraph is entitled "Voting for the Election of Directors"), as such provision
may be amended from time to time, the number of directors to be elected by the
holders of Series A, Series B, Series C, Series D and Series E Preferred Stock
shall be decreased from three (3) directors to either two (2) directors or one
(1) director, then among Venrock, Sevin Rosen and Oak, those two (2)
stockholders (in the case where the Series A, Series B, Series C, Series D and
Series E Preferred Stock elects two (2) directors) or the one (1) stockholder
(in the case where the Series A, Series B, Series C, Series D and Series E
Preferred Stock elects one (1) director) holding the most shares of Series A,
Series B, Series C, Series D and Series E Preferred Stock shall be entitled to
designate the director(s) pursuant to this subsection (a).

                                     -16-
<PAGE>

               (b)  So long as each of (i) Integral Capital Partners III, L.P.
("Integral"), (ii) Bowman Capital or its related entities ("Bowman"), (iii)
Worldview Technology Partners ("Worldview"), (iv) The Chase Manhattan Bank,
solely as Trustee for First Plaza Group Trust (as directed by General Motors
Investment Management Corporation) and not in its individual capacity ("First
Plaza") or (v) Merrill Lynch & Co., Inc. or any of its Affiliates (each a
"Merrill Lynch Entity"), including Merrill Lynch KECALP L.P. 1997, Merrill Lynch
KECALP International L.P. 1997, Merrill Lynch KECALP L.P. 1999, Merrill Lynch
KECALP International L.P. 1999, KECALP Inc. and ML IBK Positions Inc., holds at
least  50% of the total number of shares of preferred stock held by such entity
as of the date hereof (or Common Stock issued upon conversion thereof and as
adjusted for subsequent stock splits, recombinations or reclassifications), the
Company shall invite one (1) designated representative of each of Integral,
Bowman, Worldview, First Plaza and the Merrill Lynch Entity to attend all
meetings of its Board of Directors in a nonvoting observer capacity.  The
Company shall give such designated representatives copies of all notices,
minutes, consents, and other materials that it provides to its directors at the
same time as such materials are provided to the directors; provided, however,
that such representatives shall agree to hold in confidence and trust and to act
in a fiduciary manner with respect to all information so provided; and, provided
further, that the Company reserves the right to withhold any information and to
exclude such representatives from any meeting or portion thereof if the Company
believes, upon advise of counsel, that such exclusion is reasonably necessary to
preserve the attorney-client privilege, to protect highly confidential
information, or for other similar reasons.  The covenants and rights set forth
in this Section 2.5 shall terminate and be of no further force or effect upon
the closing of the Company's initial firm commitment underwritten offering of
its securities to the general public, the public offering price of which was not
less than $10.00 per share (adjusted to reflect subsequent stock dividends,
stock splits or recapitalizations), and $40,000,000 in the aggregate.

          3.   Miscellaneous
               -------------

               3.1  Successors and Assigns. Except as otherwise provided herein,
                    ----------------------
the terms and conditions of this Agreement shall inure to the benefit of and be
binding upon the respective successors and assigns of the parties (including
transferees of any shares of Registrable Securities). Nothing in this Agreement,
express or implied, is intended to confer upon any party other than the parties
hereto or their respective successors and assigns any rights, remedies,
obligations, or liabilities under or by reason of this Agreement, except as
expressly provided in this Agreement.

               3.2  Governing Law. This Agreement shall be governed by and
                    -------------
construed under the laws of the State of Delaware as applied to agreements among
Delaware residents entered into and to be performed entirely within Delaware.

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

                                     -17-
<PAGE>

               3.4  Titles and Subtitles. The titles and subtitles used in this
                    --------------------
Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.

               3.5  Notices. Unless otherwise provided, any notice required or
                    -------
permitted under this Agreement shall be given in writing and shall be deemed
effectively given upon personal delivery to the party to be notified or upon
delivery by facsimile or overnight courier or upon deposit with the United
States Post Office, by registered or certified mail, postage prepaid and
addressed to the party to be notified at the address indicated for such party on
the signature page hereof, or at such other address as such party may designate
by ten (10) days' advance written notice to the other parties.

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

               3.7  Amendments and Waivers.  Any term of this Agreement may be
                    ----------------------
amended and the observance of any term of this Agreement may be waived (either
generally or in a particular instance and either retroactively or
prospectively), only with the written consent of the Company and the holders of
at least sixty-five percent (65%) of the Registrable Securities then
outstanding; provided, however, that in the event such amendment or waiver (a)
adversely affects the rights and/or obligations of an individual Holder in a
different manner than the other Holders, such amendment or waiver shall also
require the written consent of such individual Holder or (b) adversely affects
the rights and/or obligations of the Founders under Section 1 of this Agreement
in a different manner than the other Holders, such amendment or waiver shall
also require the written consent of the Holders of at least a majority of the
Common Stock (assuming the conversion of all outstanding shares of Preferred
Stock) then held by the Founders; or (c) affects the rights and/or obligations
of Integral, Worldview, Bowman, First Plaza and the Merrill Lynch Entity under
Section 2.5(b) of this Agreement, such amendment or waiver shall also require
the written consent of Integral, Worldview,  Bowman, First Plaza and/or the
Merrill Lynch Entity, as the case may be.

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

               3.9  Aggregation of Stock. All shares of Registrable Securities
                    --------------------
of the Company held or acquired by affiliated stockholders shall be aggregated
together for the purpose of determining the availability of any rights under
this Agreement. For purposes of the foregoing, the shares held by any
stockholder that (a) is a partnership or corporation shall be deemed to include
shares held by the partners, retired partners and stockholders and Affiliates of
such Holder or members of the "immediate family" (as defined below) of any such
partners,

                                     -18-
<PAGE>

retired partners and stockholders, and any custodian or trustee for the benefit
of any of the foregoing persons and (b) is an individual shall be deemed to
include shares held by any members of the stockholder's immediate family
("immediate family" shall include any spouse, father, mother, brother, sister,
lineal descendant of spouse or lineal descendant) or to any custodian or trustee
for the benefit of any of the foregoing persons.

               3.10 Amendment and Restatement. The Company, the Founders and the
                    -------------------------
Investors consent to the execution of this Agreement, and to any and all other
documents and agreements contemplated hereby and waive any and all rights they
may have to object hereto or thereto and agree that this Agreement supersedes in
all respects all prior agreements relating to the rights set forth herein,
including the Fourth Restated Investors' Rights Agreement.


                            [signature pages follow]

                                     -19-
<PAGE>

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

                              COMPANY:
                              -------

                              METAWAVE COMMUNICATIONS
                              CORPORATION



                              By:/s/ Larry Culver
                                 ------------------------------------
                                  Larry Culver
                                  Senior Vice President and
                                  Chief Financial Officer

                              Address:  10735 Willows Road NE
                                        Post Office Box 97069
                                        Redmond, WA 98073


                              INVESTORS:
                              ---------








  [SIGNATURE PAGE TO FIFTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT]
<PAGE>

                              SPINNAKER TECHNOLOGY OFFSHORE
                              FUND LIMITED

                              By: Bowman Capital Management, L.L.C.
                                  Its:  Investment Advisor and Attorney-in-Fact



                                  By:_________________________________
                                     Its:_____________________________

                              Address:  1875 South Grant Road, Suite 1600
                                        San Mateo, CA 94402



                              SPINNAKER FOUNDERS FUND, L.P.

                              By: Bowman Capital Management, L.L.C.
                                  Its:  General Partner



                                  By:_________________________________
                                     Its:_____________________________

                              Address:  1875 South Grant Road, Suite 1600
                                        San Mateo, CA 94402


                              SPINNAKER CLIPPER FUND, L.P.

                              By: Bowman Capital Management, L.L.C.
                                  Its:  General Partner



                                  By:_________________________________
                                     Its:_____________________________

                              Address:  1875 South Grant Road, Suite 1600
                                        San Mateo, CA 94402

    [SIGNATURE PAGE TO FIFTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT]
<PAGE>

                              ML IBK POSITIONS, INC.



                                  By:_________________________________
                                     Its:_____________________________

                              Address:  250 Vesey Street
                                        New York, New York 10281

                              VENROCK ASSOCIATES



                              By:_____________________________________
                                  Its:________________________________

                              Address:  30 Rockefeller Plaza
                                        Room 5508
                                        New York, NY 10112


                              VENROCK ASSOCIATES II, L.P.



                              By:_____________________________________
                                  Its:________________________________


                              Address:  30 Rockefeller Plaza
                                        Room 5508
                                        New York, NY 10112

  [SIGNATURE PAGE TO FIFTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT]
<PAGE>

                              OAK INVESTMENT PARTNERS VI, L.P.



                              By:_____________________________________
                                 Its:_________________________________

                              Address:  525 University Avenue, Suite 1300
                                        Palo Alto, CA 94301


                              OAK VI AFFILIATES FUND, L.P.



                              By:_____________________________________
                                  Its:________________________________

                              Address:  525 University Avenue, Suite 1300
                                        Palo Alto, CA 94301


                                    OAK INVESTMENT PARTNERS VIII LIMITED
                                    PARTNERSHIP


                                    By:_______________________________
                                       Its:___________________________

                                     Address: 525 University Avenue
                                     Suite 1300
                                     Palo Alto, CA 94301


                                    OAK VIII AFFILIATES FUND LIMITED
                                    PARTNERSHIP


                                    By:_______________________________
                                       Its:___________________________

                                     Address:525 University Avenue
                                     Suite 1300
                                     Palo Alto, CA 94301

  [SIGNATURE PAGE TO FIFTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT]
<PAGE>

                            SEVIN ROSEN FUND IV L.P.
                            By: SRB  Associates IV L.P.
                                Its: General Partner

                                  By:________________________________
                                     Its:  General Partner

                            Address: 13455 Noel Road., Suite 1670
                                     Dallas, TX 75240
                                     Attn:  John V. Jaggers

                            SEVIN ROSEN FUND V L.P.
                            By: SRB Associates V L.P.
                             Its:  General Partner

                                By:__________________________________
                                   Its:  General Partner


                            Address: 13455 Noel Road., Suite 1670
                                     Dallas, TX 75240
                                     Attn:  John V. Jaggers

                            SEVIN ROSEN V AFFILIATES FUND L.P.
                            By:   SRB Associates V L.P.
                             Its: General Partner

                                  By:_________________________________
                                     Its:  General Partner

                            Address: 13455 Noel Road., Suite 1670
                                     Dallas, TX 75240
                                     Attn:  John V. Jaggers


                            THE CHASE MANHATTAN BANK, solely as Trustee For
                            First Plaza Group Trust (as directed by General
                            Motors Investment Management Corporation) and not
                            in its individual capacity


                            By:_______________________________________
                            Name:_____________________________________
                            Title: Authorized Officer
                                   -----------------------------------

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                              Address:



                              MERRILL LYNCH KECALP L.P. 1997

                              By: KECALP Inc., its General Partner


                              By:_____________________________________
                                   Edward J. Higgins, Vice-President

                              MERRILL LYNCH KECALP L.P. 1999

                              By: KECALP Inc., its General Partner


                              By:_____________________________________
                                   Edward J. Higgins, Vice-President

                              MERRILL LYNCH KECALP
                              INTERNATIONAL L.P. 1997

                              By:  KECALP Inc., its Nominee


                              By:_____________________________________
                                   Edward J. Higgins, Vice-President

                              MERRILL LYNCH KECALP
                              INTERNATIONAL L.P. 1999

                              By:  KECALP Inc., its Nominee


                              By:_____________________________________
                                   Edward J. Higgins, Vice-President

                              Notices for all the Merrill Lynch KECALP entities:

                              KECALP Inc.
                              World Financial Center
                              South Tower
                              New York, N.Y. 10080-6123

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                              Attention: Robert Tully
                              phone: 212 236 7304
                              fax: 212 236 7360


                              ________________________________________
                              Jennifer G. Roberts

                              Address:  c/o The Sevin Rosen Funds
                                        550 Lytton Avenue, Suite 200
                                        Palo Alto, CA 94301


                               _______________________________________
                               Stephen L. Domenik

                              Address:  c/o The Sevin Rosen Funds
                                        550 Lytton Avenue, Suite 200
                                        Palo Alto, CA 94301


                              ________________________________________
                              David F. Bellet

                              Address:  c/o Crown Advisors, Ltd.
                                        The Lincoln Building
                                        60 East 42nd Street, Suite 3405
                                        New York, NY 10165

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                              INTEGRAL CAPITAL PARTNERS III, L.P.

                              By:    Integral Capital Management III, L.P.
                                Its: General Partner



                                     By:______________________________
                                        Its:  General Partner

                              Address:  2750 Sand Hill Road
                                        Menlo Park, CA 94025


                              INTEGRAL CAPITAL PARTNERS
                              INTERNATIONAL III, L.P.

                              By:    Integral Capital Management III, L.P.
                                Its: Investment General Partner



                                     By:______________________________
                                        Its:  General Partner

                              Address:  2750 Sand Hill Road
                                        Menlo Park, CA 94025

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                              WORLDVIEW TECHNOLOGY
                              PARTNERS I, L.P.



                              By:_____________________________________
                                  James Wei
                                  Managing Director



                              ________________________________________
                              Worldview Capital I, L.P.
                                  Its:  General Partner

                              Address:  435 Tasso Street, Suite 120
                                        Palo Alto, CA 94301



                              WORLDVIEW TECHNOLOGY
                              INTERNATIONAL I, L.P.



                              By:_____________________________________
                                  James Wei
                                  Managing Director


                              ________________________________________
                              Worldview Capital I, L.P.
                                  Its:  General Partner

                              Address:  435 Tasso Street, Suite 120
                                        Palo Alto, CA 94301


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                              STANFORD UNIVERSITY



                              By:_____________________________________
                                  Its:________________________________

                              Address:  2770 Sand Hill Rd.
                                        Menlo Park, CA 94025


                         SEVIN ROSEN BAYLESS MANAGEMENT COMPANY

                              By:_____________________________________
                              Its:  Vice President

                              Address:  13455 Noel Road., Suite 1670
                                        Dallas, TX 75240
                                  Attn:  John V. Jaggers

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                              WA&H INVESTMENTS, L.L.C.

                              By: Wessels, Arnold & Henderson Group, L.L.C.
                                  Its:  Managing Member



                                  By:_________________________________
                                     Its______________________________

                              Address:


                              MONTGOMERY ASSOCIATES, 1992 L.P.



                              By:_____________________________________
                                  Its:________________________________

                              Address:  600 Montgomery Street
                                        San Francisco, CA 94111

                              MERITECH CAPITAL PARTNERS, L.P.

                              By:  MeriTech Capital Associates, L.L.C.,
                                   Its General Partner

                              By:  MeriTech Management Associates, L.L.C.,
                                   member


                              By:_____________________________________
                                   Member

                              Address:  428 University Avenue, 2nd Floor
                                        Palo Alto, CA 94301
                                        Phone: 650/330-5472


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                              FOUNDERS:
                              ---------


                              ________________________________________
                              Douglas O. Reudink

                              Address:  c/o Metawave Communications
                                        Corporation
                                        10735 Willows Road NE
                                        Redmond, WA 98073


                              ________________________________________
                              Thomas Huseby
                              c/o SeaPoint Ventures
                              777 108th Avenue NE, Suite 1895
                              Bellevue, WA 98004


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