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                                                                    EXHIBIT 10.8

                                   REGISTRATION RIGHTS AGREEMENT


        This Registration Rights Agreement (the "AGREEMENT"), dated as of May 8,
1998, is entered into by and among Software Technologies Corporation, a
California corporation (the "COMPANY"), the purchasers listed on Exhibit A
attached hereto (collectively, the "PURCHASERS") and the investors listed on
Exhibit B attached hereto (collectively, the "INVESTORS"). The Purchasers and
the Investors are collectively referred to as the "SHAREHOLDERS".

                                 R E C I T A L S

        A. The Purchasers and the Company are parties to a Preferred Stock
Purchase Agreement dated as of the date hereof (the "PURCHASE AGREEMENT").

        B. The execution of this Agreement is a condition to the closing of the
transactions contemplated by the Purchase Agreement.

        C. The Purchasers and the Company desire that the transactions
contemplated by the Purchase Agreement be consummated.

        D. The Investors and the Company are parties to that certain
Registration Rights Agreement dated as of June 20, 1996 (the "1996 RIGHTS
AGREEMENT").

        E. The Investors and the Company desire that the Investors agree not to
exercise any rights they have pursuant to the 1996 Rights Agreement and that, in
lieu thereof, the Investors be granted the rights hereunder.

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

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

           "COMMISSION" shall mean the Securities and Exchange Commission or any
other federal agency at the time administering the Securities Act.

           "COMMON STOCK" shall mean the common stock of the Company.

           "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder.

           "HOLDER" shall mean any holder, or an assignee under Section 15
hereof, of outstanding Registrable Securities.



<PAGE>   2

           "INITIATING HOLDERS" shall mean any Holders who in the aggregate are
Holders of fifty percent (50%) or more of the outstanding Registrable
Securities.

           The terms "REGISTER", "REGISTERED" and "REGISTRATION" shall refer to
a registration effected by preparing and filing a registration statement in
compliance with the Securities Act and the declaration or ordering of the
effectiveness of such registration statement.

           "REGISTRABLE SECURITIES" shall mean shares of Common Stock (i) issued
or issuable pursuant to the conversion of the Shares, (ii) held by the Investors
as of the date hereof, (iii) held by the Purchasers, and (iv) issued in respect
of securities described in (i), (ii) or (iii) above upon any stock split, stock
dividend, recapitalization, substitution, or similar event; provided, however,
that Registrable Securities shall not include any (a) shares of Common Stock
which have previously been registered, (b) shares of Common Stock which have
previously been sold to the public, or (c) securities which would otherwise be
Registrable Securities held by a Holder who is then permitted to sell all of
such securities within any three (3) month period pursuant to Rule 144 if such
securities then held by such Holder constitute less than one percent of the
Company's outstanding equity securities.

           "REGISTRATION EXPENSES" shall mean all expenses (excluding
underwriting discounts and selling commissions) incurred in connection with a
registration under Sections 5, 6 and 8 hereof, including all registration and
filing fees, printing expenses, accounting fees, fees and disbursements of
counsel for the Company and blue sky fees and expenses (but excluding the
compensation of regular employees of the Company, which shall be paid in any
event by the Company).

           "RESTRICTED SECURITIES" shall mean the securities of the Company
required to bear or bearing the legend set forth in Section 3 hereof.

           "SECURITIES ACT" shall mean the Securities Act of 1933, as amended,
and the rules and regulations promulgated thereunder.

           "SELLING EXPENSES" shall mean all underwriting discounts and selling
commissions applicable to the sale of Registrable Securities and the fees and
expenses of counsel for the selling shareholders.

           "SHARES" shall mean shares of the Company's Series A Preferred Stock
and Series B Preferred Stock.

        2. Restrictions on Transferability. The Restricted Securities held by
the Shareholders shall not be transferred except upon the conditions specified
in this Agreement, which conditions are intended to insure compliance with the
provisions of the Securities Act or, in the case of Section 16 hereof, to assist
in an orderly distribution. Each Shareholder will cause any proposed transferee
of



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Restricted Securities held by that Shareholder to agree to take and hold those
securities subject to the provisions and upon the conditions specified in this
Agreement.

        3. Restrictive Legend. Each certificate representing (i) the Shares,
(ii) shares of the Company's Common Stock issued upon conversion of the Shares,
(iii) any other shares of Common Stock held as of the date hereof by the
Investors or the Purchasers and (iv) any other securities issued in respect of
the securities described in (i), (ii) or (iii) above upon any stock split, stock
dividend, recapitalization, merger, consolidation or similar event, shall
(unless otherwise permitted or unless the securities evidenced by such
certificate shall have been registered under the Securities Act) be stamped or
otherwise imprinted with a legend substantially in the following form (in
addition to any legend required under applicable state securities laws):

            THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR
            INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
            1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS. SUCH
            SHARES MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF SUCH
            REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY
            AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE
            ACT. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SHARES
            AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN
            REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE
            SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICE OF
            THE CORPORATION.

            Upon request of a holder of such a certificate, the Company shall
remove the foregoing legend from the certificate or issue to such holder a new
certificate therefor free of any transfer legend, if, with such request, the
Company shall have received either the opinion referred to in Section 4(i) or
the "no-action" letter referred to in Section 4(ii) to the effect that any
transfer by such holder of the securities evidenced by such certificate will not
violate the Securities Act and applicable state securities laws, unless any such
transfer legend may be removed pursuant to Rule 144(k), in which case no such
opinion or "no-action" letter shall be required, and provided that the Company
shall not be obligated to remove any such legends prior to the date of the
initial public offering of the Company's Common Stock under the Securities Act.

        4. Notice of Proposed Transfers. The holder of each certificate
representing Restricted Securities by acceptance thereof agrees to comply in all
respects with the provisions of this Section 4. Prior to any proposed transfer
of any Restricted Securities (other than under circumstances described in
Sections 5, 6 and 8 hereof), the holder thereof shall give written notice to the
Company of such holder's intention to effect such transfer. Each such notice
shall describe the manner and circumstances of the proposed transfer in
sufficient detail, and shall be accompanied (except for a transfer to a holder's
spouse, ancestors, descendants or a trust for any of their benefit or to a
holder's limited partners or other affiliates in a distribution without
consideration) by either (i) a written


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<PAGE>   4

opinion of legal counsel to the holder who shall be reasonably satisfactory to
the Company, addressed to the Company and reasonably satisfactory in form and
substance to the Company's counsel, to the effect that the proposed transfer of
the Restricted Securities may be effected without registration under the
Securities Act or (ii) a "no-action" letter from the Commission to the effect
that the distribution of such securities without registration will not result in
a recommendation by the staff of the Commission that action be taken with
respect thereto, whereupon the holder of such Restricted Securities shall be
entitled to transfer such Restricted Securities in accordance with the terms of
the notice delivered by such holder to the Company provided, however, no such
opinion or no action letter will be required if such transfer is in compliance
with Rule 144 under the Securities Act. Each certificate evidencing the
Restricted Securities transferred as above provided shall bear the restrictive
legend set forth in Section 3 above, except that such certificate shall not bear
such restrictive legend after the date of the Company's initial public offering
under the Securities Act if the opinion of counsel or "no-action" letter
referred to above expressly indicates that such legend is not required in order
to establish compliance with the Act or if such legend is no longer required
pursuant to Rule 144(k).

        5. Requested Registration.

           (a) Request for Registration. If the Company shall receive from
Initiating Holders a written request that the Company effect a registration with
respect to at least 25% of the Registrable Securities originally issued to the
Initiating Holders (or such lesser number of Registrable Securities which would
result in an aggregate offering of at least $15,000,000), the Company will:

                  (i) promptly, but in any event within ten (10) days
           thereafter, give written notice of the proposed registration to all
           other Holders; and

                  (ii) as soon as practicable, use its best efforts to effect
           such registration (including, without limitation, the execution of an
           undertaking to file post effective amendments, appropriate
           qualification under applicable blue sky or other state securities
           laws and appropriate compliance with applicable regulations issued
           under the Securities Act) as may be so reasonably requested and as
           would permit or facilitate the sale and distribution of all or such
           portion of such Registrable Securities as are specified in such
           request, together with all or such portion of the Registrable
           Securities of any Holder or Holders joining in such request as are
           specified in a written request delivered to the Company within ten
           (10) days after receipt of such written notice from the Company;
           provided that the Company shall not be obligated to effect, or to
           take any action to effect, any such registration pursuant to this
           Section 5:

                      (A) In any particular jurisdiction in which the Company
               would be required to execute a general consent to service of
               process in effecting such registration, qualification or
               compliance, unless the Company is already



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               subject to service in such jurisdiction and except as may be
               required by the Securities Act; or

                      (B) After the Company has effected two (2) such
               registrations pursuant to this Section 5(a) and such
               registrations have been declared or ordered effective; or

                      (C) Prior to six (6) months following the closing of the
               initial offering to the public of the Company's stock pursuant to
               a firm commitment registered underwriting for the account of the
               Company (the "PUBLIC OFFERING").

        Subject to the foregoing clauses (A), (B), and (C), the Company shall
file with the Commission a registration statement covering the Registrable
Securities so requested to be registered as soon as practicable, after receipt
of the request or requests of the Initiating Holders; provided, however, that if
the Company shall furnish to such Holders a certificate signed by the President
of the Company stating that in the good faith judgment of the Board of Directors
of the Company, it would be detrimental to the Company and its shareholders for
such registration statement to be filed on or before the time filing would be
required and it is therefore essential to defer the filing of such registration
statement, the Company shall have the right to defer such filing (but not more
than twice during any twelve (12) month period) for a period of not more than
ninety (90) days after receipt of the request of the Initiating Holders.

        The registration statement filed pursuant to the request of the
Initiating Holders, may, subject to the provisions of Section 5(b) below,
include other securities of the Company which are held by officers or directors
of the Company or which are held by persons who, by virtue of agreements with
the Company, are entitled to include their securities in any such registration,
but the Company shall have no right to include any of its securities in any such
registration except as provided in Section 5(b) below.

        (b) Underwriting. If the 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
Section 5, and the Company shall include such information in the written notice
referred to in Section 5(a)(i) above. The right of any Holder to registration
pursuant to Section 5 shall be conditioned upon such Holder's participation in
such underwriting and the inclusion of such Holder's Registrable Securities in
the underwriting to the extent provided herein. A Holder may elect to include in
such underwriting all or a part of the Registrable Securities he holds.

        If officers or directors of the Company shall request inclusion of
securities of the Company other than Registrable Securities in any registration
pursuant to Section 5, or if holders of securities of the Company who are
entitled by contract with the Company to have securities included in such a
registration (such officers, directors, and other shareholders being
collectively referred to as



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<PAGE>   6

the "OTHER SHAREHOLDERS") request such inclusion, the Initiating Holders shall
(subject to the limitations set forth below), on behalf of all Holders, offer to
include the securities of such Other Shareholders in the underwriting and may
condition such offer on their acceptance of the further applicable provisions of
this Agreement. The Company shall (together with all Holders and Other
Shareholders proposing to distribute their securities through such underwriting)
enter into an underwriting agreement in customary form with the representative
of the underwriter or underwriters (the "UNDERWRITER") selected for such
underwriting by the Company which underwriter shall be reasonably acceptable to
the Initiating Holders. Notwithstanding any other provision of this Section 5,
if the Underwriter determines that marketing factors require a limitation on the
number of shares to be underwritten, the Underwriter may (subject to the
allocation priority set forth below) limit the number of Registrable Securities
to be included in the registration and underwriting. The Company shall so advise
all holders of securities requesting registration, and the number of shares of
securities that are entitled to be included in the registration and underwriting
shall be allocated in the following priority: first, among all Holders of
Registrable Securities (and pro rata among such holders on the basis of all
Registrable Securities then held by such holders) and second, among all Other
Shareholders in proportion, as nearly as practicable, to the amounts of
securities which they had requested to be included in such registration at the
time of filing the registration statement. If any Holder or Other Shareholder
disapproves of the terms of any such underwriting, such holder may elect to
withdraw therefrom by written notice to the Company and the Underwriter. Any
Registrable Securities or securities held by Other Shareholders excluded or
withdrawn from such underwriting shall be withdrawn from such registration. If
the Underwriter has not limited the number of Registrable Securities or other
securities to be underwritten, the Company may include its securities for its
own account in such registration if the Underwriter so agrees and if the number
of Registrable Securities and other securities which would otherwise have been
included in such registration and underwriting will not thereby be limited.

        6. Company Registration.

           (a) If the Company shall determine to register any of its securities
either for its own account or for the account of a security holder or holders
exercising their respective demand registration rights, other than a
registration relating solely to employee benefit plans or a registration
relating solely to a Commission Rule 145 transaction or a registration on any
registration form which does not permit secondary sales or does not include
substantially the same information as would be required to be included in a
registration statement covering the sale of Registrable Securities, the Company
will:

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

                  (ii) include in such registration, and in any underwriting
           involved therein, all of the Registrable Securities specified in a
           written request or requests made by any Holder within ten (10) days
           after receipt of the written notice from the Company described in
           clause (i) above, except as set forth in Section 6(b) below. Such
           written request may specify all or a part of a Holder's Registrable
           Securities.




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        (b) Underwriting. If the registration of which the Company gives notice
is for a registered public offering involving an underwriting, the Company shall
so advise the Holders as a part of the written notice given pursuant to Section
6(a)(i). In such event the right of any Holder to registration pursuant to
Section 6 shall be conditioned upon such Holder's participation in such
underwriting and the inclusion of such Holder's Registrable Securities in the
underwriting to the extent provided herein. All Holders proposing to distribute
their securities through such underwriting shall (together with the Company and
the Other Shareholders distributing their securities through such underwriting)
enter into an underwriting agreement in customary form with the Underwriter
selected for underwriting by the Company. Notwithstanding any other provision of
this Section 6, if the Underwriter determines that marketing factors require a
limitation on the number of shares to be underwritten, the Underwriter may
(subject to the allocation priority set forth below) exclude from such
registration and underwriting some or all of the Registrable Securities which
would otherwise be underwritten pursuant hereto. The Company shall so advise all
holders of securities requesting registration, and the number of shares of
securities that are entitled to be included in the registration and underwriting
by persons other than the Company shall be allocated in the following priority:
first, among all Holders of Registrable Securities (and pro rata among such
holders on the basis of all Registrable Securities then held by such holders)
and second, among all Other Shareholders in proportion, as nearly as
practicable, to the amounts of securities which they had requested to be
included in such registration at the time of filing the registration statement,
provided that, notwithstanding the foregoing, the executive officers of the
Company shall be entitled to include not less than an aggregate of 200,000
shares of Common Stock (as adjusted for stock splits and like events) in the
first public offering by the Company that includes shares for the account of any
shareholder. If any Holder or Other Shareholder disapproves of the terms of any
such underwriting, he may elect to withdraw therefrom by written notice to the
Company and the Underwriter. Any Registrable Securities or other securities
excluded or withdrawn from such underwriting shall be withdrawn from such
registration.

        7. Expenses of Registration. All Registration Expenses incurred in
connection with any registration, qualification or compliance pursuant to this
Agreement shall be borne by the Company, and all Selling Expenses shall be borne
by the holders of the securities so registered pro rata on the basis of the
number of their shares so registered; provided, however, that the Company shall
not be required to pay any Registration Expenses if, as a result of the
withdrawal of a request for registration by the holders of a majority of the
Registrable Securities held by the Initiating Holders requesting such
registration, the registration statement does not become effective, unless such
withdrawal is caused by a material adverse change in the business, operations or
prospects of the Company after such request for registration, or unless the
Initiating Holders agree to have such registration considered a registration
pursuant to Section 5(a)(ii)(B). If the Company is not required to pay any
Registration Expenses, then the Holders and Other Shareholders requesting
registration shall bear such Registration Expenses pro rata on the basis of the
number of their shares so included in the registration request, and such
registration shall not be considered a registration for purposes of Section
5(a)(ii)(B).



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<PAGE>   8


        8. Registration on Form S-3. The Company shall use its best efforts to
qualify for registration on Form S-3, and to that end, the Company shall comply
with the reporting requirements of the Exchange Act promptly following the
effective date of the first registration of any securities of the Company for a
registered public offering. After the Company has qualified for the use of Form
S-3, the Holders shall have the right to request an unlimited number of
registrations on Form S-3 (such requests shall be in writing and shall state the
number of shares of Registrable Securities to be disposed of and the intended
method of disposition of such shares by each such holder), subject only to the
following limitations:

                  (i) The Company shall not be obligated to cause a registration
           on Form S-3 to become effective prior to one hundred eighty (180)
           days following the effective date of a Company-initiated registration
           (other than a registration effected solely to qualify an employee
           benefit plan or to effect a business combination pursuant to Rule
           145), provided that the Company shall use its best efforts to achieve
           such effectiveness promptly following such one hundred eighty (180)
           day period;

                  (ii) The Company shall not be obligated to cause a
           registration on Form S-3 to become effective prior to expiration of
           one hundred eighty (180) days following the effective date of the
           most recent registration pursuant to a request by Initiating Holders
           under this Agreement; provided, however, that the Company shall use
           its best efforts to achieve such effectiveness promptly following
           such one hundred eighty (180) day period;

                  (iii) The Company shall not be required to effect a
           registration pursuant to this Section 8 unless the Holder or Holders
           requesting registration propose to dispose of shares of Registrable
           Securities having an aggregate price to the public (before deduction
           of underwriting discounts and expenses of sale) of at least
           $5,000,000;

                  (iv) The Company shall not be required to effect a
           registration pursuant to this Section 8 prior to expiration of twelve
           (12) months following the effective date of the most recent
           registration on Form S-3 pursuant to this Agreement; and

                  (v) The Company shall not be required to maintain and keep any
           such registration on Form S-3 effective for a period exceeding ninety
           (90) days from the effective date thereof.

           The Company shall give notice to all Holders and all holders of
           registration rights under any other agreement of the Company granting
           Form S-3 or similar demand registration rights of the receipt of a
           request for registration pursuant to this Section 8 and shall provide
           a reasonable opportunity for all such other holders to participate in
           the registration. Subject to the foregoing, the Company will use its
           best efforts to effect as soon as practicable the registration of all
           shares of Registrable Securities on Form S-3 to the extent requested
           by the Holder or Holders thereof for purposes of



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<PAGE>   9

           disposition. In the event the Underwriter determines that market
           factors require a limitation on the number of shares to be
           underwritten, then shares shall be excluded from such registration
           and underwriting pursuant to the method described in Section 5(b).

        9. Registration Procedures. In the case of each registration effected by
the Company pursuant to this Agreement, the Company will keep each Holder
advised as to the initiation of such registration and as to the completion
thereof. At its expense, the Company will:

            (a) Keep such registration effective for a period of ninety (90)
days or until the Holder or Holders have completed the distribution described in
the registration statement relating thereto, whichever first occurs; and

            (b) Furnish such number of prospectuses and other documents incident
thereto as a Holder from time to time may reasonably request; and

            (c) In connection with any underwritten offering pursuant to a
registration statement filed pursuant to Sections 5, 6 and 8 hereof, the Company
will enter into any underwriting agreement reasonably necessary to effect the
offer and sale of Common Stock, provided such underwriting agreement contains
customary underwriting provisions; and

            (d) Take such customary and reasonable actions as the Holders of at
least a majority of the Registrable Securities being sold and the underwriters,
if any, reasonably request in order to facilitate the disposition of such
Registrable Securities.

        10. Indemnification.

            (a) The Company will indemnify and hold harmless each Holder, each
of its officers, directors, partners and members and each person controlling
such Holder, if Registrable Securities held by such Holder are included in the
securities with respect to which registration, qualification or compliance has
been effected pursuant to this Agreement, and each underwriter, if any, and each
person who controls any underwriter, against all claims, losses, damages and
liabilities (or actions in respect thereof), whether joint or several, arising
out of or based on any untrue statement (or alleged untrue statement) of a
material fact contained in any prospectus, offering circular or other document
(including any related registration statement) incident to any such
registration, qualification or compliance, or based on any omission (or alleged
omission) to state therein a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances in which
they were made, not misleading, or any violation or alleged violation by the
Company of the Securities Act, the Exchange Act, any applicable state securities
law or any rule or regulation thereunder relating to action or inaction required
of the Company in connection with any such registration, qualification or
compliance, and will reimburse each such Holder, each of its officers,
directors, partners and members and each person controlling such Holder, each
such underwriter and each person who controls any such underwriter, for any
legal and



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<PAGE>   10

any other expenses reasonably incurred in connection with investigating and
defending any such claim, loss, damage, liability or action, as such expenses
are incurred provided that the Company will not be liable in any such case to
the extent that any such claim, loss, damage, liability or expense arises out of
or is based on any untrue statement (or alleged untrue statement) or omission
(or alleged omission) based upon written information furnished to the Company by
such Holder or underwriter and stated to be specifically for use therein.

            (b) Each Holder and Other Shareholder will, if Registrable
Securities or other securities held by such holder are included in the
securities as to which such registration, qualification or compliance is being
effected, indemnify and hold harmless the Company, each of its directors,
officers and agents and each underwriter, if any, of the Company's securities
covered by such a registration statement, each person who controls the Company
or such underwriter within the meaning of the Securities Act, and the rules and
regulations thereunder, each other such Holder and Other Shareholder and each of
their officers, directors, partners and members and each person controlling such
Holder or Other Shareholder, against all claims, losses, damages and liabilities
(or actions in respect thereof), whether joint or several, arising out of or
based on any untrue statement (or alleged untrue statement) of a material fact
contained in any such registration statement, prospectus, offering circular or
other document, or any omission (or alleged omission) to state therein a
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances in which they were made, not misleading,
and will reimburse the Company and such Holders, Other Shareholders, directors,
officers, agents, partners, members, persons, underwriters or control persons
for any legal or any other expenses reasonably incurred in connection with
investigating or defending any such claim, loss, damage, liability or action, as
such expenses are incurred, in each case to the extent, but only to the extent,
that such untrue statement (or alleged untrue statement) or omission (or alleged
omission) is made in such registration statement, prospectus, offering circular
or other document in reliance upon and in conformity with written information
furnished to the Company by such Holder or Other Shareholder and stated to be
specifically for use therein. In no event shall the liability of a Holder or
Other Shareholder for indemnification under this Section 10 exceed the proceeds
received by such Holder or Other Shareholder in the offering.

            (c) Each party entitled to indemnification under this Section 10
(the "INDEMNIFIED PARTY") shall give notice to the party required to provide
indemnification (the "INDEMNIFYING PARTY") promptly after such Indemnified Party
has actual knowledge of any claim as to which indemnity may be sought and shall
permit the Indemnifying Party to assume the defense of any such claim or any
litigation resulting therefrom, provided that counsel for the Indemnifying
Party, who shall conduct the defense of such claim or any litigation resulting
therefrom, shall be approved by the Indemnified Party (whose approval shall not
unreasonably be withheld), and the Indemnified Party may participate in such
defense at such party's expense, and provided further that the failure of any
Indemnified Party to give notice as provided herein shall not relieve the
Indemnifying Party of its obligations under this Agreement except to the extent
the Indemnifying Party is prejudiced thereby, and provided further, however,
that an indemnified party (together with all other indemnified parties) shall
have the right to retain one separate counsel, with the reasonable



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<PAGE>   11


fees and expenses of such counsel 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. No Indemnifying Party in the defense of any such
claim or litigation shall, except with the consent of each Indemnified Party,
consent to entry of any judgment or enter into any settlement which does not
include as an unconditional term thereof the giving by the claimant or plaintiff
to such Indemnified Party of a release from all liability in respect to such
claim or litigation. Each Indemnified Party shall furnish such information
regarding itself or the claim in question as an Indemnifying Party may
reasonably request in writing and as shall be reasonably required in connection
with defense of such claim and litigation resulting therefrom.

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

            (e) Notwithstanding the foregoing provisions of this Section 10, to
the extent that any provision contained in the underwriting agreement entered
into in connection with the underwritten public offering related to any such
claim for indemnification or contribution are in conflict with the foregoing
provisions, the provisions in the underwriting agreement shall control.

            (f) The obligations of the Company and the Holders and Other
Shareholders under this Section 10 shall survive the completion of any offering
of Registrable Securities pursuant to this Agreement, and otherwise.

        11. Information by Holder. Each Holder and each Other Shareholder
holding securities included in any registration shall furnish to the Company
such information regarding such Holder or Other Shareholder as the Company may
reasonably request and as shall be reasonably required in connection with any
registration, qualification or compliance referred to in this Agreement.

        12. Limitations on Subsequent Registration Rights. From and after the
date of this Agreement, the Company shall not, without the prior written consent
of the Holders of more than 50% of the then outstanding Registrable Securities,
enter into any agreement with any holder or prospective holder of any securities
of the Company giving such holder or prospective holder any



                                      -11-

<PAGE>   12

registration rights the terms of which are equal to or more favorable than the
registration rights granted to Holders in Section 6 above.

        13. Rule 144 Reporting. With a view to making available the benefits of
certain rules and regulations of the Commission which may permit the sale of the
Restricted Securities to the public without registration or pursuant to a
registration statement on Form S-3, the Company agrees to:

            (a) Make and keep public information available as those terms are
understood and defined in Rule 144 under the Securities Act, at all times
following the effective date of the first registration under the Securities Act
filed by the Company for an offering of its securities to the general public;

            (b) Use its best efforts to file with the Commission in a timely
manner all reports and other documents required of the Company under the
Securities Act and the Exchange Act at any time after it has become subject to
such reporting requirements and to take all such other reasonable actions so
that the Company will qualify for use of Form S-3;

            (c) So long as a Shareholder owns any Restricted Securities, furnish
to the Shareholder forthwith upon request a written statement by the Company as
to its compliance with the reporting requirements of Rule 144 (at any time from
and after ninety (90) days following the effective date of the first
registration statement filed by the Company for an offering of its securities to
the general public), and of the Securities Act and the Exchange Act (at any time
after it has become subject to such reporting requirements).

        14. No-Action Letter or Opinion of Counsel in Lieu of Registration.
Notwithstanding anything in this Agreement to the contrary, if at any time after
the date of the Company's initial public offering of its securities under the
Securities Act the Company shall have obtained from the Commission a "no-action"
letter in which the Commission has indicated that it will take no action if,
without registration under the Securities Act, any Holder disposes of
Registrable Securities covered by any request for registration made under this
Agreement in the manner in which such Holder proposes to dispose of the
Registrable Securities included in such request, or if in the opinion of counsel
for the Company concurred in by counsel for such Holder no registration under
the Securities Act is required in connection with such disposition, the
Registrable Securities included in such request shall not be eligible for
registration under this Agreement; provided, however, with respect to any Holder
who may deemed to be an "affiliate," as that term is defined under Rule 144, if,
notwithstanding the opinion of such counsel, the Holder is unable to dispose of
all of the Registrable Securities included in his request in the manner in which
such Holder so proposes without registration, the Registrable Securities
included in such request shall be eligible for registration under this
Agreement.

        15. Transfer or Assignment of Registration Rights. The rights to cause
the Company to register securities under Sections 5, 6 and 8 hereof may be
transferred or assigned by a Shareholder to its partners, former partners and
affiliates of such Shareholder and to persons holding at least



                                      -12-

<PAGE>   13

150,000 shares (as adjusted for stock splits and like events) of Registrable
Securities ("PERMITTED TRANSFEREES"), provided that the Company is given written
notice by such Shareholder prior to the time of said transfer or assignment,
stating the name and address of said Permitted Transferee or assignee and
identifying the securities with respect to which such registration rights are
being transferred or assigned, and provided further that the Permitted
Transferee of such rights is not deemed by the Board of Directors of the
Company, in its reasonable judgment, to be a competitor of the Company; and
provided further that the Permitted Transferee of such rights assumes the
obligations of a Shareholder under this Agreement.

        16. "Market Stand-off" Agreement. Each Shareholder agrees not to sell or
otherwise transfer or dispose of any Common Stock (or other securities) of the
Company held by such Shareholder (other than any securities purchased in the
public market or directly from the underwriters of such offering) during a
period of time determined by the Company and its underwriters (not to exceed 180
days) following the effective date of the registration statement of the Company
filed under the Securities Act with respect to the Company's initial public
offering (other than any shares sold in such offering), provided that all
executive officers and directors of the Company who then hold Common Stock (or
other securities) of the Company enter into similar agreements in a form
satisfactory to the Company and such underwriter. The Company may impose
stop-transfer instructions with respect to the Common Stock (or other
securities) subject to the foregoing restriction until the end of said period.

        17. Right of First Refusal.

            (a) New Issuances. The Company hereby grants to the Shareholders the
right of first refusal (the "RIGHT OF FIRST REFUSAL") to purchase, pro rata, all
(or any part) of "NEW SECURITIES" (as defined in this Section 17) that the
Company may, from time to time propose to sell and issue. Such pro rata share,
for purposes of this right of first refusal, is the ratio of (X) the sum of the
number of shares of Common Stock then owned by such Shareholder and the number
of shares of Common Stock issuable upon the conversion of the Shares then owned
by such Shareholder, to (Y) the sum of the total number of shares of Common
Stock then outstanding and the total number of shares of Common Stock issuable
upon the conversion of all outstanding convertible securities or upon the
exercise of all options then outstanding. This right of first refusal shall be
subject to the following provisions:

                  (i) "NEW SECURITIES" shall mean any Common Stock and Preferred
Stock of the Company whether or not authorized on the date hereof, and rights,
options, or warrants to purchase Common Stock or Preferred Stock and securities
of any type whatsoever that are, or may become, exercisable for or convertible
into Common Stock or Preferred Stock; provided, however, that "NEW SECURITIES"
does not include the following:

                      (A) Shares issued pursuant to the Purchase Agreement;



                                      -13-

<PAGE>   14


                      (B) shares of Common Stock issuable upon conversion of the
Shares issued pursuant to the Purchase Agreement;

                      (C) up to 4,000,000 shares of Common Stock issued on or
after the date hereof (including any shares issued upon the exercise of options
outstanding on the date hereof) to employees, consultants, directors or
equipment lessors in accordance with plans or arrangements approved by the Board
of Directors (it being understood that any such shares or options that are
canceled or otherwise returned unexercised to the corporation or repurchased by
the corporation, shall not count against such share limit), provided that
beginning on the date of the Series B Closing (as defined in the Purchase
Agreement) such share number shall be increased to 6,000,000 (including any
shares issued upon the exercise of options outstanding on the date hereof) and,
provided further that the number of shares which may be issued pursuant to this
Section 17(a)(i)(C) may be increased by the Board of Directors including the
affirmative vote of each of the directors elected pursuant to the first sentence
of Section 4(b) of the Company's Restated Articles of Incorporation; or

                      (D) shares of Common Stock issued in connection with any
stock dividend or distribution by the Company on the Shares (or on the Common
Stock if the conversion price for the Shares is adjusted pursuant to the
Company's Restated Articles of Incorporation).

                  (ii) In the event that the Company proposes to undertake an
issuance of New Securities, it shall give each Shareholder written notice of its
intention, describing the type of New Securities, the price, and the general
terms (including the number of New Securities expected to be offered) upon which
the Company proposes to issue the same. Each Shareholder shall have ten (10)
days after receipt of such notice to agree to purchase its pro rata share of
such New Securities at the price and upon the terms specified in the notice by
giving written notice to the Company and stating therein the quantity of New
Securities to be purchased.

                  (iii) In the event that the Shareholders fail to exercise in
full the right of first refusal within the ten (10) day period specified above,
the Company shall have one hundred twenty (120) days thereafter to sell (or
enter into an agreement pursuant to which the sale of New Securities covered
thereby shall be closed, if at all, within sixty (60) days from the date of said
agreement) the New Securities respecting which the rights of the Shareholders
were not exercised at a price and upon terms no more favorable to the purchasers
thereof than specified in the Company's notice. In the event the Company has not
sold the New Securities within such one hundred twenty (120) day period (or sold
and issued New Securities in accordance with the foregoing within sixty (60)
days from the date of such agreement) the Company shall not thereafter issue or
sell any New Securities, without first offering such New Securities to the
Shareholders in the manner provided above.

                  (iv) The Right of First Refusal granted under this Section 17
shall expire immediately prior to the closing of the Public Offering and shall
not apply to any shares sold in such offering.



                                      -14-

<PAGE>   15


                  (v) This Right of First Refusal is nonassignable, except that
any Shareholder may assign or apportion such rights among its general partners
or affiliates provided that such action shall not extend any notice period or
delay the closing of the transaction.

                  (vi) This Right of First Refusal shall terminate as to any
Shareholder (or any transferee or assignee of such Shareholder) at such time as
such Shareholder ceases to own any Shares or Registrable Securities.

        18. Termination of Rights. The provisions of this Agreement shall
terminate upon the first to occur of (a) the fifth anniversary of the date that
all of the outstanding Shares were converted into Common Stock; and (b) as to
any Holder on the date on which all Registrable Securities held by such Holder
(and any affiliate of the Holder with whom such Holder must aggregate its shares
under Rule 144) may be sold pursuant to Rule 144 in any three (3) month period,
provided that such shares represent less than one percent (1%) of the Company's
then outstanding equity securities.

        19. Governing Law. This Agreement and the legal relations among the
parties arising hereunder shall be governed by and interpreted in accordance
with the laws of the State of California. The parties hereto agree to submit to
the jurisdiction of the federal and state courts of the State of California with
respect to the breach or interpretation of this Agreement or the enforcement of
any and all rights, duties, liabilities, obligations, powers, and other
relations among the parties arising under this Agreement.

        20. Entire Agreement. This Agreement constitutes the full and entire
understanding and agreement among the parties regarding rights to registration.
Except as otherwise expressly provided herein, the provisions hereof shall inure
to the benefit of, and be binding upon, the successors, assigns, heirs,
executors and administrators of the parties hereto.

        21. Termination of Rights Under Prior Agreement. Each of the Investors
hereby acknowledges and agrees not to exercise any rights of such Investor
pursuant to the 1996 Rights Agreement on or after the date hereof. Each Investor
agrees to terminate any rights such Investor may have under the 1996 Rights
Agreement if requested by the Company.

        22. Notices, Etc. All notices and other communications required or
permitted hereunder shall be in writing and shall be mailed by first-class mail,
postage prepaid, or otherwise delivered by hand or by messenger or by overnight
courier service, addressed (a) if to a Shareholder, at the address set forth on
Exhibit A or Exhibit B attached hereto, or at such other address as the
Shareholder shall have furnished to the other parties hereto in writing, or (b)
if to any other holder of any securities, at such address as such holder shall
have furnished the other parties hereto in writing, or, until any such holder so
furnishes an address to the Company, then to and at the address of the last
holder of such Shares who has so furnished an address to the Company, or (c) if
to the Company, at the address of its principal offices set forth on the
signature page of this Agreement, or at such other address as the Company shall
have furnished to the other parties hereto in writing.



                                      -15-

<PAGE>   16

        23. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one instrument.

        24. Attorney's Fees. If any party hereto brings an action against
another party hereto to enforce its rights under this Agreement, the party
prevailing in such action will be entitled to the reasonable attorneys' fees and
expenses of counsel and court costs and other out-of-pocket expenses incurred by
reason of such action.

        25. Severability. To the extent any provision of this Agreement shall be
invalid or unenforceable, it shall be considered deleted from this Agreement and
the remaining provisions of this Agreement shall be unaffected and shall
continue in full force and effect.

        26. Amendments. Any provision of this Agreement may be amended, waived
or modified upon the written consent of the Company and the Shareholders (or
their assignees to whom Shareholders have expressly assigned their rights in
compliance with Section 15 hereof) who then hold at least a majority of the
Registrable Securities then held by persons entitled to registration rights
hereunder, provided further, any such amendment, waiver or modification applies
by its terms to each applicable Shareholder and each Permitted Transferee and,
provided further, that a Shareholder or Permitted Transferee hereunder may waive
any of such Holder's rights or the Company's obligations hereunder without
obtaining the consent of any other Shareholder or Permitted Transferee.

                  [remainder of page intentionally left blank]



                                      -16-

<PAGE>   17


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


                                SOFTWARE TECHNOLOGIES CORPORATION


                                By: /s/ JAMES T. DEMETRIADES
                                    -------------------------------------------
                                    James T. Demetriades, Chairman,
                                    Chief Executive Officer and President


                                Address:  404 East Huntington Drive
                                          Monrovia, CA  91016


                                INVESTOR


                                STORIE PARTNERS, L.P.


                                By: /s/ STEVEN A. LEDGER
                                    -------------------------------------------
                                Steven A. Ledger, General Partner

                                PURCHASERS


                                NORWEST VENTURE PARTNERS VI, L.P.


                                By: Itasca VC Partners VI, LLP,
                                    Its General Partner


                                By: /s/ GEORGE J. STILL
                                    -------------------------------------------
                                    George J. Still, Jr., General Partner


                                IMPRIMIS SB, L.P.


                                By: Imprimis SB G.P., LLC
                                    Its General Partner


                                By: /s/ ROBERT HOLTZ
                                    -------------------------------------------
                                    Robert Holtz, Vice President




                [SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]

<PAGE>   18

                                 INSIGHT CAPITAL PARTNERS II, L.P.


                                 By: InSight Venture Associates II, LLC
                                     Its General Partner


                                 By: /s/ JEFFREY HORING
                                    -------------------------------------------
                                    Jeffrey Horing, Member



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


                                 By: InSight Venture Associates II, LLC
                                     Its General Partner


                                 By: /s/ JEFFREY HORING
                                    -------------------------------------------
                                    Jeffrey Horing, Member




                                 INTEGRAL CAPITAL PARTNERS IV, L.P.

                                 By: Itasca Capital Management IV, LLC
                                     Its General Partner


                                 By: /s/ PAMELA K. HAGENAH
                                    -------------------------------------------
                                    Pamela K. Hagenah, A Manager




                  [remainder of page intentionally left blank]




                [SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]



<PAGE>   19

                                 PURCHASERS (SECOND CLOSING)


                                 /s/ MARGARET L. TAYLOR
                                 ----------------------------------------------
                                 Margaret L. Taylor

                                 David A. Duffield Trust dated 7/14/88

                                 By: /s/ DAVID A. DUFFIELD
                                    -------------------------------------------
                                    David A. Duffield, Trustee

                                 /s/ ROBERT TYSON PARDUE
                                 ----------------------------------------------
                                 Robert Tyson Pardue

                                 /s/ JOHN LOAR
                                 ----------------------------------------------
                                 John Loar


                                 JBTC Trust


                                 By: /s/ JAMES J. BOZZINI
                                    -------------------------------------------
                                    James J. Bozzini, Trustee

                                 /s/ RICHARD BERGQUIST
                                 ----------------------------------------------
                                 Richard Bergquist

                                 /s/ TERRY Y. LEE
                                 ----------------------------------------------
                                 Terry Y. Lee

                                 /s/ CHARLES PHILLIPS
                                 ----------------------------------------------
                                 Charles Phillips

                                 /s/ GEORGE BATTLE
                                 ----------------------------------------------
                                 George Battle


                                 WS Investment Company 98A


                                 By: /s/ JEFFREY SAPER
                                    -------------------------------------------


                                 Title: Member
                                       ----------------------------------------




                [SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]



<PAGE>   20
                                 /s/ JEFFREY D. SAPER
                                 ----------------------------------------------
                                 Jeffrey D. Saper


                                 WSGR Retirement Plan fbo
                                 J. Robert Suffoletta


                                 By: /s/ MARIO M. ROSATI
                                    -------------------------------------------
                                    Mario M. Rosati, Trustee


                                 By: /s/ DOUGLAS M. LAURICE
                                    -------------------------------------------
                                 Douglas M. Laurice, Trustee

                                 G&H Partners


                                 By: /s/ G & H PARTNERS
                                    -------------------------------------------
                                 Title:
                                       ----------------------------------------


                                 Trilogy Partners, L.P.


                                 By: /s/ TRILOGY PARTNERS
                                    -------------------------------------------
                                 Title:
                                       ----------------------------------------


                                 Stanford University


                                 By: /s/ STANFORD UNIVERSITY
                                    -------------------------------------------
                                 Title:
                                       ----------------------------------------



                [SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]



<PAGE>   21
                                 PURCHASERS (THIRD CLOSING)


                                 /s/ PETER DUNNING
                                 ----------------------------------------------
                                 Peter Dunning

                                 /s/ RAYMOND J. LANE
                                 ----------------------------------------------
                                 Raymond J. Lane

                                 /s/ STEVE PERKINS
                                 ----------------------------------------------
                                 Steve Perkins

                                 /s/ CHARLES PHILLIPS
                                 ----------------------------------------------
                                 Charles Phillips

                                 /s/ ROEL PIEPER
                                 ----------------------------------------------
                                 Roel Pieper

                                 /s/ ROBERT W. SHAW
                                 ----------------------------------------------
                                 Robert W. Shaw



                                 1997 Edward J. Sanderson, Jr. and
                                 Susan C. Sanderson
                                 Revocable Trust dated October 1, 1997

                                 /s/ EDWARD J. SANDERSON
                                 ----------------------------------------------
                                 Edward J. Sanderson Jr., Trustee

                                 /s/ SUSAN C. SANDERSON
                                 ----------------------------------------------
                                 Susan C. Sanderson, Trustee

                                 AC II Technology (ACT II) B.V.


                                 By: /s/ AC II TECHNOLOGY
                                    -------------------------------------------
                                 Title:
                                       ----------------------------------------



                [SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]


<PAGE>   22

                        SOFTWARE TECHNOLOGIES CORPORATION

                   AMENDMENT TO REGISTRATION RIGHTS AGREEMENT



        This Amendment (the "AMENDMENT") to Registration Rights Agreement is
made as of February 23, 1999 by and among Software Technologies Corporation, a
California corporation (the "COMPANY"), the Shareholders (as defined below) and
the New Investors listed on Exhibit A hereto (the "NEW INVESTORS").

                                    RECITALS

        A. The Company, the holders of the Company's Series A Preferred Stock
and certain other holders of the Company's Common Stock (collectively, the
"SHAREHOLDERS") are parties to that certain Registration Rights Agreement dated
as of May 8, 1998 (the "RIGHTS AGREEMENT").

        B. The Company proposes to sell an aggregate of 1,201,633 shares of its
Common Stock (the "COMMON SHARES") to the New Investors pursuant to that certain
Common Stock Purchase Agreement dated as of the date hereof (the "COMMON STOCK
PURCHASE AGREEMENT").

        C. The Company and the Shareholders desire that the Company sell the
Common Shares to the New Investors and that the Rights Agreement be amended as
set forth herein.

        D. Pursuant to Section 12 of the Rights Agreement, the Company may not
grant further registration rights without the written consent of the Holders of
a majority of the then outstanding Registrable Securities (as defined therein),
subject to certain limited exceptions.

        E. Pursuant to Section 26 thereof, the Rights Agreement may be amended
upon the written consent of the Company and the holders of at least a majority
of the Registrable Securities (as defined therein) then held by persons entitled
to registration rights thereunder.

        F. The Company and Shareholders holding not less than the minimum number
of shares required to amend the Rights Agreement hereby consent in writing to
this Amendment.

                                    AGREEMENT

        1. Amendment of Rights Agreement. The Rights Agreement is hereby amended
as follows:

           (a) For all purposes of the Rights Agreement (as amended by this
Amendment), the term "Shares" and the term "Registrable Securities" shall
include the Common Shares issued pursuant to the Common Stock Purchase
Agreement.

           (b) For all purposes of the Rights Agreement (as amended by this
Amendment), the term "Purchasers" shall include the New Investors.


<PAGE>   23

           (c) Section 18 of the Rights Agreement is amended to provide in full
as follows:

               "Termination of Rights. The provisions of this Agreement (except
        for Section 16 hereof) shall terminate upon the first to occur of (a)
        the fifth anniversary of the date that all of the outstanding Shares
        were converted into Common Stock; and (b) as to any Holder on the date
        on which all Registrable Securities held by such Holder (and any
        affiliate of the Holder with whom such Holder must aggregate its shares
        under Rule 144) may be sold pursuant to Rule 144 in any three (3) month
        period, provided that such shares represent less than one percent (1%)
        of the Company's then outstanding equity securities."

        2. Governing Law. This Amendment and the legal relations among the
parties arising hereunder shall be governed by and interpreted in accordance
with the laws of the State of California. The parties hereto agree to submit to
the jurisdiction of the federal and state courts of the State of California with
respect to the breach or interpretation of this Amendment or the enforcement of
any and all rights, duties, liabilities, obligations, powers, and other
relations among the parties arising under this Amendment.

        3. Entire Agreement. The Rights Agreement, as amended hereby,
constitutes the full and entire understanding and agreement among the parties
regarding the subject matter herein. Except as otherwise expressly provided in
the Rights Agreement, as amended hereby, the provisions hereof shall inure to
the benefit of, and be binding upon, the successors, assigns, heirs, executors
and administrators of the parties hereto.

        4. Full Force and Effect. Except as amended hereby, the Rights Agreement
shall remain in full force and effect.

        5. Counterparts. This Amendment may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one instrument.









                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


<PAGE>   24

         [SIGNATURE PAGE TO AMENDMENT TO REGISTRATION RIGHTS AGREEMENT]


        IN WITNESS WHEREOF, the undersigned have executed this Amendment to
Registration Rights Agreement as of the date set forth above.



                                 "COMPANY"

                                 SOFTWARE TECHNOLOGIES CORPORATION



                                 By: /s/ JAMES T. DEMETRIADES
                                    -------------------------------------------
                                    James T. Demetriades
                                    President and Chief Executive Officer


                                 Address: 404 E. Huntington Drive
                                          Huntington, CA 91016


                                 "SHAREHOLDERS"


                                 NORWEST VENTURE PARTNERS VI, LLP


                                 By: Itasca VC Partners VI, LLP
                                     its General Partner


                                 By: /s/ GEORGE J. STILL
                                    -------------------------------------------
                                    George J. Still, Jr., General Partner

                                 Address:  245 Lytton Avenue, Suite 250
                                           Palo Alto, CA  94301
                                           Attn:  George J. Still, Jr.


                                 IMPRIMIS SB, L.P.

                                 By:  Imprimis SB G.P., LLC
                                      its General Partner


                                 By: /s/ ROBERT HOLTZ
                                    -------------------------------------------
                                    Robert Holtz, Vice President


                                    Address:  c/o Wexford Management LLC
                                              411 West Putnam Avenue
                                              Greenwich, CT  06830
                                              Attn:  Robert Holtz



         [SIGNATURE PAGE TO AMENDMENT TO REGISTRATION RIGHTS AGREEMENT]





<PAGE>   25

                                 INSIGHT CAPITAL PARTNERS II, L.P.


                                 By: InSight Venture Associates II, LLC
                                     its General Partner


                                 By: /s/ JEFFREY HORING
                                    -------------------------------------------
                                    Jeffrey Horing, Member


                                 Address: 122 E. 42nd, Suite 2300
                                          New York, NY 10168
                                          Attn:  Jeffrey Horing


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


                                 By: InSight Venture Associates II, LLC
                                     its General Partner


                                 By: /s/ JEFFREY HORING
                                    -------------------------------------------
                                    Jeffrey Horing, Member


                                 Address: 122 E. 42nd, Suite 2300
                                          New York, NY 10168
                                          Attn:  Jeffrey Horing


                                 INTEGRAL CAPITAL PARTNERS IV, L.P.

                                 By: Integral Capital Management IV, LLC
                                     its General Partner


                                 By: /s/ PAMELA K. HAGENAH
                                    -------------------------------------------
                                    Pamela K. Hagenah, A Manager

                                 Address: 2750 Sand Hill Road
                                          Menlo Park, California  94025
                                          Attn: Pamela K. Hagenah

                                 STORIE PARTNERS, L.P.


                                 By: Steven A. Ledger
                                     its General Partner

                                     /s/ STEVEN A. LEDGER
                                     ------------------------------------------
                                     Steven A. Ledger, General Partner


                                 Address: 100 Pine Street, Suite 2700
                                          San Francisco, California 94111




         [SIGNATURE PAGE TO AMENDMENT TO REGISTRATION RIGHTS AGREEMENT]


<PAGE>   26
                                 /s/ MARGARET L. TAYLOR
                                 ----------------------------------------------
                                 MARGARET L. TAYLOR

                                 Address: PeopleSoft, Inc.
                                          4440 Rosewood Drive
                                          Pleasanton, California  94588


                                 WS INVESTMENT COMPANY 98A


                                 By: /s/ JEFFREY D. SAPER
                                    -------------------------------------------
                                    Jeffrey D. Saper, Partner

                                 Address: 650 Page Mill Road
                                          Palo Alto, California 94304
                                          Attn:  Jim Terranova

                                 /s/ JEFFREY D. SAPER
                                 ----------------------------------------------
                                 JEFFREY D. SAPER

                                 Address: 650 Page Mill Road
                                          Palo Alto, California 94304


                                 WS RETIREMENT PLAN FBO J. ROBERT SUFFOLETTA


                                 By: /s/ MARIO M. ROSATI
                                     ------------------------------------------
                                     Mario M. Rosati, Trustee

                                 By: /s/ DOUGLAS M. LAURICE
                                    -------------------------------------------
                                    Douglas M. Laurice, Trustee


                                 Address: 650 Page Mill Road
                                          Palo Alto, California 94304
                                          Attn:  Jim Terranova


                                 DAVID A. DUFFIELD TRUST DATED 7/14/88


                                 By: /s/ DAVID A. DUFFIELD
                                    -------------------------------------------
                                    David A. Duffield, Trustee


                                 Address: PeopleSoft, Inc.
                                          4440 Rosewood Drive
                                          Pleasanton, California  94588



         [SIGNATURE PAGE TO AMENDMENT TO REGISTRATION RIGHTS AGREEMENT]


<PAGE>   27
                                 /s/ ROBERT TYSON PARDUE
                                 ----------------------------------------------
                                 ROBERT TYSON PARDUE


                                 Address: PeopleSoft, Inc.
                                          c/o Margaret Taylor
                                          4440 Rosewood Drive
                                          Pleasanton, California 94588


                                 JBTC TRUST


                                 By: /s/ JAMES J. BOZZINI
                                    -------------------------------------------
                                    James J. Bozzini, Trustee


                                 Address: PeopleSoft, Inc.
                                          c/o James J. Bozzini
                                          4440 Rosewood Drive
                                          Pleasanton, California 94588

                                 /s/ JOHN LOAR
                                 ----------------------------------------------
                                 JOHN LOAR

                                 Address: PeopleSoft, Inc.
                                          c/o Margaret Taylor
                                          4440 Rosewood Drive
                                          Pleasanton, California 94588


                                 LYNN AND RICHARD BERGQUIST 1997
                                 FAMILY TRUST DATED OCTOBER 23, 1997

                                 /s/ LYNN BERGQUIST
                                 ----------------------------------------------
                                 Lynn Bergquist, Trustee

                                 /s/ RICHARD BERGQUIST
                                 ----------------------------------------------
                                 Richard Bergquist, Trustee


                                 Address: 460 Castanya Court
                                          Danville, California  94526





         [SIGNATURE PAGE TO AMENDMENT TO REGISTRATION RIGHTS AGREEMENT]


<PAGE>   28

                                 /s/ TERRY Y. LEE
                                 ----------------------------------------------
                                 TERRY Y. LEE


                                 Address:




                                 /s/ GEORGE BATTLE
                                 ----------------------------------------------
                                 GEORGE BATTLE

                                 Address: 1065 Sterling Avenue
                                          Berkeley, California 94708

                                 G&H PARTNERS

                                 By: /s/ G&H PARTNERS
                                    -------------------------------------------
                                 Title:
                                       ----------------------------------------


                                 Address: c/o Gunderson Dettmer Stough
                                          Villeneuve Franklin & Hachigian, LLP
                                          155 Constitution Drive
                                          Menlo Park, California 94025


                                 TRILOGY PARTNERS, L.P.


                                 By: /s/ TRILOGY PARTNERS
                                    -------------------------------------------
                                 Title:
                                       ----------------------------------------

                                 Address: c/o William Patterson
                                          Piper Jaffray
                                          222 Ninth Street
                                          Minneapolis, MN 55402


                                 STANFORD UNIVERSITY

                                 By: /s/ CAROL GILMER
                                    -------------------------------------------
                                 Title:
                                       ----------------------------------------

                                 Address: Carol Gilmer
                                          2770 Sand Hill Road
                                          Menlo Park, California 94025




         [SIGNATURE PAGE TO AMENDMENT TO REGISTRATION RIGHTS AGREEMENT]


<PAGE>   29

                                 /s/ PETER DUNNING
                                 ----------------------------------------------
                                 PETER DUNNING

                                 Address: 543 Gramercy Drive
                                          Marietta, Georgia  30068

                                 /s/ RAYMOND J. LANE
                                 ----------------------------------------------
                                 RAYMOND J. LANE

                                 Address: 127 Alta Vista
                                          Atherton, California 94027-6401

                                 /s/ STEVE PERKINS
                                 ----------------------------------------------
                                 STEVE PERKINS

                                 Address: 421 Timberbranch Parkway
                                          Alexandria, Virginia 22302

                                 /s/ CHARLES PHILLIPS
                                 ----------------------------------------------
                                 CHARLES PHILLIPS

                                 Address:




                                 /s/ ROEL PIEPER
                                 ----------------------------------------------
                                 ROEL PIEPER

                                 Address: P.O. Box 77900
                                          1070 MX Amsterdam
                                          The Netherlands

                                 /s/ ROBERT W. SHAW
                                 ----------------------------------------------
                                 ROBERT W. SHAW

                                 Address: 23 Teaberry Lane
                                          Tiburon, California 94920




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<PAGE>   30

                                 1997 EDWARD J. SANDERSON, JR. AND
                                 SUSAN C. SANDERSON
                                 REVOCABLE TRUST DATED 10/1/97

                                 /s/ EDWARD J. SANDERSON
                                 ----------------------------------------------
                                 Edward J. Sanderson, Trustee

                                 /s/ SUSAN C. SANDERSON
                                 ----------------------------------------------
                                 Susan C. Sanderson, Trustee

                                 Address: 2327 Hale Drive
                                          Burlingame, California 94010


                                 AC II TECHNOLOGY (ACT II) B.V.

                                 By: /s/ AC II TECHNOLOGY
                                    -------------------------------------------
                                 Title:
                                       ----------------------------------------


                                 Address: c/o Andersen Consulting
                                          1661 Page Mill Road
                                          Palo Alto, California 94304




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<PAGE>   31
                                 "NEW INVESTORS"


                                 STORIE PARTNERS, L.P.

                                 By: Steven A. Ledger
                                     its General Partner

                                     /s/ STEVEN A. LEDGER
                                     ------------------------------------------
                                     Steven A. Ledger, General Partner


                                 Address: 100 Pine Street, Suite 2700
                                          San Francisco, California 94111


                                 /s/ ROBERT A. NAIFY
                                 ----------------------------------------------
                                 ROBERT A. NAIFY


                                 Address: 172 Golden Gate Avenue
                                          San Francisco, CA 94102


                                 /s/ MARSHALL NAIFY
                                 ----------------------------------------------
                                 MARSHALL NAIFY

                                 Address: c/o Robert A. Naify
                                          172 Golden Gate Avenue
                                          San Francisco, CA 94102

                                 /s/ SALAH M. HASSANEIN
                                 ----------------------------------------------
                                 SALAH M. HASSANEIN

                                 Address: 2318 Ocean Front
                                          Del Mar, CA 92014





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<PAGE>   32

                                 THE TODD-AO CORPORATION

                                 By: /s/ SALAH HASSANEIN
                                    -------------------------------------------
                                 Title:
                                       ----------------------------------------

                                 Address: 900 N. Seward Street
                                          Hollywood, CA 90038
                                          Attn: Randy Strickley



                                 LYNN AND RICHARD BERGQUIST 1997 FAMILY TRUST
                                 DATED OCTOBER 23, 1997

                                 /s/ LYNN BERGQUIST
                                 ----------------------------------------------
                                 Lynn Bergquist, Trustee

                                 /s/ RICHARD BERGQUIST
                                 ----------------------------------------------
                                 Richard Bergquist, Trustee

                                 Address: 460 Castanya Court
                                          Danville, California  94526


                                 JBTC TRUST

                                 By: /s/ JAMES J. BOZZINI
                                    -------------------------------------------
                                    James J. Bozzini, Trustee


                                 Address:
                                           PeopleSoft, Inc.
                                           c/o James J. Bozzini
                                           4440 Rosewood Drive
                                           Pleasanton, California 94588


                                 1997 EDWARD J. SANDERSON, JR. AND
                                 SUSAN C. SANDERSON REVOCABLE TRUST
                                 DATED 10/1/97

                                 /s/ EDWARD J. SANDERSON
                                 ----------------------------------------------
                                 Edward J. Sanderson, Trustee

                                 /s/ SUSAN C. SANDERSON
                                 ----------------------------------------------
                                 Susan C. Sanderson, Trustee


                                 Address: 2327 Hale Drive
                                          Burlingame, California 94010





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<PAGE>   33

                                 /s/ ROBERT W. SHAW
                                 ----------------------------------------------
                                 ROBERT W. SHAW


                                 Address: 23 Teaberry Lane
                                          Tiburon, California 94920


                                 WS INVESTMENT COMPANY 98A

                                 By: /s/ JEFFREY D. SAPER
                                    -------------------------------------------
                                    Jeffrey D. Saper, Partner


                                 Address: 650 Page Mill Road
                                          Palo Alto, California 94304
                                          Attn:  Jim Terranova

                                 /s/ JEFFREY D. SAPER
                                 ----------------------------------------------
                                 JEFFREY D. SAPER


                                 Address: 650 Page Mill Road
                                          Palo Alto, California 94304

                                 /s/ J. ROBERT SUFFOLETTA
                                 ----------------------------------------------
                                 J. ROBERT SUFFOLETTA


                                 Address: 650 Page Mill Road
                                          Palo Alto, California 94304





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