<PAGE>   1
                                                                    EXHIBIT 10.1


                                   IPASS INC.

                              AMENDED AND RESTATED

                            INVESTOR RIGHTS AGREEMENT



                               SEPTEMBER 13, 1999
<PAGE>   2
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            PAGE
<S>               <C>                                                       <C>
SECTION 1.        GENERAL................................................     1

         1.1      Definitions............................................     1

SECTION 2.        REGISTRATION; RESTRICTIONS ON TRANSFER.................     3

         2.1      Restrictions on Transfer...............................     3

         2.2      Demand Registration....................................     4

         2.3      Piggyback Registrations................................     5

         2.4      Form S-3 Registration..................................     6

         2.5      Expenses of Registration...............................     7

         2.6      Obligations of the Company.............................     7

         2.7      Termination of Registration Rights.....................     9

         2.8      Delay of Registration; Furnishing Information..........     9

         2.9      Indemnification........................................     9

         2.10     Assignment of Registration Rights......................    11

         2.11     Amendment of Registration Rights.......................    11

         2.12     Limitation on Subsequent Registration Rights...........    12

         2.13     "Market Stand-Off" Agreement...........................    12

         2.14     Rule 144 Reporting.....................................    12

SECTION 3.        COVENANTS OF THE COMPANY...............................    13

         3.1      Basic Financial Information and Reporting..............    13

         3.2      Inspection Rights......................................    13

         3.3      Confidentiality of Records.............................    14

         3.4      Reservation of Common Stock............................    14

         3.5      Stock Vesting..........................................    14

         3.6      Key Man Insurance......................................    14

         3.7      Proprietary Information and Inventions Agreement.......    14

         3.8      Real Property Holding Corporation......................    14

         3.9      Termination of Covenants...............................    15

SECTION 4.        RIGHTS OF FIRST REFUSAL................................    15

         4.1      Subsequent Offerings...................................    15

         4.2      Exercise of Rights.....................................    15

         4.3      Issuance of Equity Securities to Other Persons.........    15

         4.4      Termination of Rights of First Refusal.................    16
</TABLE>


                                       i.
<PAGE>   3
                                TABLE OF CONTENTS
                                   (CONTINUED)

<TABLE>
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                                                                            PAGE
<S>               <C>                                                       <C>
         4.5      Transfer of Rights of First Refusal....................    16

         4.6      Excluded Securities....................................    16

SECTION 5.        MISCELLANEOUS..........................................    17

         5.1      Governing Law..........................................    17

         5.2      Survival...............................................    17

         5.3      Successors and Assigns.................................    17

         5.4      Severability...........................................    17

         5.5      Amendment and Waiver...................................    17

         5.6      Delays or Omissions....................................    17

         5.7      Notices................................................    18

         5.8      Attorneys' Fees........................................    18

         5.9      Titles and Subtitles...................................    18

         5.10     Counterparts...........................................    18

         5.11     Aggregation of Stock...................................    18
</TABLE>


                                      ii.
<PAGE>   4
                                   iPASS INC.

                              AMENDED AND RESTATED
                            INVESTOR RIGHTS AGREEMENT


         THIS AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the "Agreement")
is entered into as of September 13, 1999, by and among iPASS INC., a California
corporation (the "Company") and the purchasers of the Company's Preferred Stock
("Preferred Stock") set forth on Exhibit A ("Schedule of Holders of Preferred
Stock") hereto and the founders set forth on Exhibit B ("Schedule of Founders")
hereto (the "Founders"). The purchasers of the Preferred Stock and the Founders
shall be referred to hereinafter as the "Investors" and each individually as an
"Investor."


                                    RECITALS

         WHEREAS, that certain Amended and Restated Investor Rights Agreement
dated as of December 31, 1997, by and among the Company and certain shareholders
of the Company (the "Prior Investors") (the "Prior Agreement"), provides for the
rights and obligations of the Company and such shareholders with respect to
registration rights, information rights and other rights; and

         WHEREAS, in connection with the Company's issuance of shares of Series
E Preferred Stock pursuant to the Series E Preferred Stock Purchase Agreement of
even date herewith (the "Series E Purchase Agreement"), between the Company and
certain investors (the "Series E Investors"), the Company and the Prior
Investors wish to amend and restate the Prior Agreement to include the Series E
Investors as parties thereto (to the extent they are not already parties) and to
include such investors within the rights and obligations thereof.

         NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company and the Prior Investors hereby agree that the Prior
Agreement shall be superseded and replaced in its entirety by this Agreement,
and the parties hereto further agree as follows:


SECTION 1.        GENERAL.

         1.1      DEFINITIONS. As used in this Agreement the following terms
shall have the following respective meanings:

                  "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.

                  "FORM S-3" means such form under the Securities Act as in
effect on the date hereof or any successor registration form under the
Securities 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.


                                       1.
<PAGE>   5
                  "HOLDER" means any person owning of record Shares or
Registrable Securities that have not been sold to the public or any assignee of
record of such Registrable Securities in accordance with Section 2.10 hereof.

                  "INITIAL OFFERING" means the Company's first firm commitment
underwritten public offering of its Common Stock registered under the Securities
Act.

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

                  "REGISTRABLE SECURITIES" means (i) Common Stock of the Company
issued or issuable upon conversion of the Shares, (ii) Common Stock held by the
Founders as of the date of this Agreement as set forth on Exhibit B and any
Common Stock acquired by the Founders after the date of this Agreement, and
(iii) any Common Stock of the Company issued as (or issuable upon the conversion
or exercise of any warrant, right or other security which is issued as) a
dividend or other distribution with respect to, or in exchange for or in
replacement of, such above-described securities. Notwithstanding the foregoing,
Registrable Securities shall not include any securities sold by a person to the
public either pursuant to a registration statement or Rule 144 or sold in a
private transaction in which the transferror's rights under Article II of this
Agreement are not assigned.

                  "REGISTRABLE SECURITIES THEN OUTSTANDING" shall be the number
of shares determined by calculating the total number of shares of the Company's
Common Stock that are Registrable Securities and either (1) are then issued and
outstanding or (2) are issuable pursuant to then exercisable or convertible
securities.

                  "REGISTRATION EXPENSES" shall mean all expenses incurred by
the Company in complying with Sections 2.2, 2.3 and 2.4 hereof, including,
without limitation, all registration and filing fees, printing expenses, fees
and disbursements of counsel for the Company, reasonable fees and disbursements
not to exceed Ten Thousand Dollars ($10,000) of a single special counsel for the
Holders, blue sky fees and expenses and the expense of any special audits
incident to or required by any such registration (but excluding the compensation
of regular employees of the Company which shall be paid in any event by the
Company).

                  "SECURITIES ACT" shall mean the Securities Act of 1933, as
amended.

                  "SELLING EXPENSES" shall mean all underwriting discounts and
selling commissions applicable to the sale.

                  "SHARES" shall mean the Preferred Stock set forth on Exhibit A
hereto.

                  "SEC" or "COMMISSION" means the Securities and Exchange
Commission.


                                       2.
<PAGE>   6
SECTION 2.        REGISTRATION; RESTRICTIONS ON TRANSFER.

         2.1      RESTRICTIONS ON TRANSFER.

                  (a) Each Holder agrees not to make any disposition of all or
any portion of the Shares or Registrable Securities unless and until:

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

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

                      (iii) Notwithstanding the provisions of paragraphs (i) and
(ii) above, no such registration statement or opinion of counsel shall be
necessary for a transfer by a Holder which is (A) a partnership to its partners
or former partners in accordance with partnership interests, (B) a corporation
to its shareholders in accordance with their interest in the corporation, (C) a
limited liability company to its members or former members in accordance with
their interest in the limited liability company, or (D) to the Holder's family
member or trust for the benefit of an individual Holder, provided the transferee
will be subject to the terms of this Agreement to the same extent as if he were
an original Holder hereunder.

                  (b) Each certificate representing Shares or Registrable
Securities shall (unless otherwise permitted by the provisions of the Agreement)
be stamped or otherwise imprinted with a legend substantially similar to the
following (in addition to any legend required under applicable state securities
laws or as provided elsewhere in this Agreement):

                      THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
                      UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT
                      BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED,
                      PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER
                      THE ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF
                      COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT
                      SUCH REGISTRATION IS NOT REQUIRED.

                  (c) The Company shall be obligated to reissue promptly
unlegended certificates at the request of any holder thereof if the holder shall
have obtained an opinion of counsel (which counsel may be counsel to the
Company) reasonably acceptable to the Company


                                       3.
<PAGE>   7
to the effect that the securities proposed to be disposed of may lawfully be so
disposed of without registration, qualification or legend.

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

         2.2      DEMAND REGISTRATION.

                  (a) Subject to the conditions of this Section 2.2, if the
Company shall receive a written request from the Holders (excluding the Holders
set forth on Exhibit B) of more than thirty percent (30%) of the Registrable
Securities then outstanding (the "Initiating Holders") that the Company file a
registration statement under the Securities Act covering the registration of
Registrable Securities having an aggregate offering price to the public in
excess of $7,500,000 (a "Qualified Public Offering"), then the Company shall,
within thirty (30) days of the receipt thereof, give written notice of such
request to all Holders, and subject to the limitations of this Section 2.2, use
its best efforts to effect, as soon as practicable, the registration under the
Securities Act of all Registrable Securities that the Holders request to be
registered.

                  (b) 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
this Section 2.2 and the Company shall include such information in the written
notice referred to in Section 2.2(a). In such event, the right of any Holder to
include its 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 enter into an underwriting agreement in
customary form with the underwriter or underwriters selected for such
underwriting by a majority in interest of the Initiating Holders (which
underwriter or underwriters shall be reasonably acceptable to the Company).
Notwithstanding any other provision of this Section 2.2, if the underwriter
advises the Company that marketing factors require a limitation of the number of
securities to be underwritten (including Registrable Securities) then the
Company shall so advise all Holders of Registrable Securities which would
otherwise be underwritten pursuant hereto, and the number of shares that may be
included in the underwriting shall be allocated to the Holders of such
Registrable Securities on a pro rata basis based on the number of Registrable
Securities held by all such Holders (including the Initiating Holders). Any
Registrable Securities excluded or withdrawn from such underwriting shall be
withdrawn from the registration.

                  (c) The Company shall not be required to effect a registration
pursuant to this Section 2.2:

                      (i) prior to the earlier of (i) October 1, 2001, or (ii)
one year after the Initial Offering of the Company's Common Stock; or


                                       4.
<PAGE>   8
                      (ii) after the Company has effected two (2) registrations
pursuant to this Section 2.2, and such registrations have been declared or
ordered effective; or

                      (iii) during the period starting with the date of filing
of, and ending on the date one hundred eighty (180) days following the effective
date of the registration statement pertaining to the Initial Offering; provided
that the Company makes reasonable good faith efforts to cause such registration
statement to become effective;

                      (iv) if within thirty (30) days of receipt of a written
request from Initiating Holders pursuant to Section 2.2(a), the Company gives
notice to the Holders of the Company's bona fide intention to make its Initial
Offering within ninety (90) days and makes reasonable efforts to cause such
registration to become effective; or

                      (v) if the Company shall furnish to Holders requesting a
registration statement pursuant to this Section 2.2, a certificate signed by the
Chairman of the Board stating that in the good faith judgment of the Board of
Directors of the Company, it would be seriously detrimental to the Company and
its shareholders for such registration statement to be effected at such time, in
which event the Company shall have the right to defer such filing for a period
of not more than ninety (90) days after receipt of the request of the Initiating
Holders; provided that such right to delay a request shall be exercised by the
Company not more than once in any twelve (12) month period.

         2.3      PIGGYBACK REGISTRATIONS. The Company shall notify all Holders
of Registrable Securities in writing at least thirty (30) days prior to the
filing of any registration statement under the Securities Act for purposes of a
public offering of securities of the Company (including, but not limited to,
registration statements relating to secondary offerings of securities of the
Company, but excluding registration statements relating to employee benefit
plans or with respect to corporate reorganizations or other transactions under
Rule 145 of the Securities Act) and will afford each such Holder an opportunity
to include in such registration statement all or part of such Registrable
Securities held by such Holder. Each Holder desiring to include in any such
registration statement all or any part of the Registrable Securities held by it
shall, within fifteen (15) days after the above-described notice from the
Company, so notify the Company in writing. Such notice shall state the intended
method of disposition of the Registrable Securities by such Holder. If a Holder
decides not to include all of its Registrable Securities in any registration
statement thereafter filed by the Company, such Holder shall nevertheless
continue to have the right to include any Registrable Securities in any
subsequent registration statement or registration statements as may be filed by
the Company with respect to offerings of its securities, all upon the terms and
conditions set forth herein.

                  (a) UNDERWRITING. If the registration statement under which
the Company gives notice under this Section 2.3 is for an underwritten offering,
the Company shall so advise the Holders of Registrable Securities. In such
event, the right of any such Holder to be included in a registration pursuant to
this Section 2.3 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 Registrable Securities through such underwriting shall enter into an
underwriting agreement in customary form with the underwriter or underwriters
selected for such underwriting by the


                                       5.
<PAGE>   9
Company. Notwithstanding any other provision of the Agreement, if the
underwriter determines in good faith that marketing factors require a limitation
of the number of shares to be underwritten, the number of shares that may be
included in the underwriting shall be allocated, first, to the Company; second,
to the Holders on a pro rata basis based on the total number of Registrable
Securities held by the Holders; and third, to any shareholder of the Company
(other than a Holder) on a pro rata basis. No such reduction shall reduce the
securities being offered by the Company for its own account to be included in
the registration and underwriting, and in no event shall the amount of
securities of the selling Holders included in the registration be reduced below
thirty percent (30%) of the total amount of securities included in such
registration, unless such offering is the Initial Offering and such registration
does not include shares of any other selling shareholders, in which event any or
all of the Registrable Securities of the Holders may be excluded in accordance
with the immediately preceding sentence. In no event will shares of any other
selling shareholder be included in such registration which would reduce the
number of shares which may be included by Holders without the written consent of
Holders of not less than a majority of the Registrable Securities proposed to be
sold in the offering.

                  (b) RIGHT TO TERMINATE REGISTRATION. The Company shall have
the right to terminate or withdraw any registration initiated by it under this
Section 2.3 prior to the effectiveness of such registration whether or not any
Holder has elected to include securities in such registration. The Registration
Expenses of such withdrawn registration shall be borne by the Company in
accordance with Section 2.5 hereof.

         2.4      FORM S-3 REGISTRATION. In case the Company shall receive from
the Holder or Holders of more than twenty percent (20%) of the Registrable
Securities then outstanding a written request or requests that the Company
effect a registration on Form S-3 (or any successor to Form S-3) or any similar
short-form registration statement 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 of Registrable
Securities; 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 2.4:

                      (i) if Form S-3 (or any successor or similar form) is not
available for such offering by the Holders, or

                      (ii) if the Holders, together with the holders of any
other securities of the Company entitled to inclusion in such registration,
propose to sell Registrable Securities and such other securities (if any) at an
aggregate price to the public of less than $500,000, or


                                       6.
<PAGE>   10
                      (iii) if the Company shall furnish to the Holders a
certificate signed by the Chairman of the Board of Directors of the Company
stating that in the good faith judgment of the Board of Directors of the
Company, it would be seriously detrimental to the Company and its shareholders
for such 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 ninety (90) days after receipt of the
request of the Holder or Holders under this Section 2.4: provided, that such
right to delay a request shall be exercised by the Company not more than once in
any twelve (12) month period, or

                      (iv) if the Company has, within the six (6) month period
preceding the date of such request, already effected a registration on Form S-3
for the Holders pursuant to this Section 2.4, or

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

                  (c) Subject to the foregoing, the Company shall file a Form
S-3 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 such Registration Expenses incurred
in connection with registrations requested pursuant to this Section 2.4 after
the first three (3) registrations shall be paid by the selling Holders pro rata
in proportion to the number of shares sold by each.

         2.5      EXPENSES OF REGISTRATION. Except as specifically provided
herein, all Registration Expenses incurred in connection with any registration,
qualification or compliance pursuant to Section 2.2, any registration under
Section 2.3 and the first three (3) registrations under Section 2.4 herein shall
be borne by the Company. All Selling Expenses incurred in connection with any
registrations hereunder, shall be borne by the Holders of the securities so
registered pro rata on the basis of the number of shares so registered. The
Company shall not, however, be required to pay for expenses of any registration
proceeding begun pursuant to Section 2.2 or 2.4, the request of which has been
subsequently withdrawn by the Initiating Holders unless (a) the withdrawal is
based upon material adverse information concerning the Company of which the
Initiating Holders were not aware at the time of such request or (b) the Holders
of a majority of Registrable Securities agree to forfeit their right to one
requested registration pursuant to Section 2.2 or Section 2.4, as applicable, in
which event such right shall be forfeited by all Holders. If the Holders are
required to pay the Registration Expenses, such expenses shall be borne by the
holders of securities (including Registrable Securities) requesting such
registration in proportion to the number of shares for which registration was
requested. If the Company is required to pay the Registration Expenses of a
withdrawn offering pursuant to clause (a) above, then the Holders shall not
forfeit their rights pursuant to Section 2.2 or Section 2.4 to a demand
registration.

         2.6      OBLIGATIONS OF THE COMPANY. Whenever required to effect the
registration of any Registrable Securities, the Company shall, as expeditiously
as reasonably possible:


                                       7.
<PAGE>   11
                  (a) Prepare and file with the SEC a registration statement
with respect to such Registrable Securities and use all reasonable efforts to
cause such registration statement to become effective, and, upon the request of
the Holders of a majority of the Registrable Securities registered thereunder,
keep such registration statement effective for up to ninety (90) days or, if
earlier, until the Holder or Holders have completed the distribution related
thereto.

                  (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 Securities Act with respect to the disposition of all
securities covered by such registration statement.

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

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

                  (e) In the event of any underwritten public offering, enter
into and perform its obligations under an underwriting agreement, in usual and
customary form, with the managing underwriter(s) 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 Securities Act of the happening of any event
as a result of which the prospectus included in such registration statement, as
then in effect, includes an untrue statement of a material fact or omits to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading in the light of the circumstances then
existing.

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


                                       8.
<PAGE>   12
registration, addressed to the underwriters, if any, and if permitted by
applicable accounting standards, to the Holders requesting registration of
Registrable Securities.

         2.7      TERMINATION OF REGISTRATION RIGHTS. All registration rights
granted under this Article II shall terminate and be of no further force and
effect five (5) years after the date of the Company's Initial Offering. In
addition, a Holder's registration rights shall expire if (i) the Company has
completed its Initial Offering and is subject to the provisions of the Exchange
Act, and (ii) all Registrable Securities held by and issuable to such Holder may
be sold under Rule 144(k) during any ninety (90) day period.

         2.8      DELAY OF REGISTRATION; FURNISHING INFORMATION.

                  (a) 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 Article II.

                  (b) It shall be a condition precedent to the obligations of
the Company to take any action pursuant to Section 2.2, 2.3 or 2.4 that the
selling Holders shall furnish to the Company such information regarding
themselves, the Registrable Securities held by them and the intended method of
disposition of such securities as shall be required to effect the registration
of their Registrable Securities.

                  (c) The Company shall have no obligation with respect to any
registration requested pursuant to Section 2.2 or Section 2.4 if 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 Section 2.2
or Section 2.4, whichever is applicable.

         2.9      INDEMNIFICATION. In the event any Registrable Securities are
included in a registration statement under Sections 2.2, 2.3 or 2.4:

                  (a) To the extent permitted by law, the Company will
indemnify, defend and hold harmless each Holder, the partners, officers,
directors and legal counsel of each Holder, any underwriter (as defined in the
Securities Act) for such Holder and each person, if any, who controls such
Holder or underwriter within the meaning of the Securities Act or the Exchange
Act, against any losses, claims, damages, or liabilities (joint or several) to
which they may become subject under the Securities Act, the Exchange Act or
other federal or state law, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon any
of the following statements, omissions or violations (collectively a
"Violation") by the Company: (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 Securities Act, the Exchange Act, any state
securities law or any rule or regulation promulgated under the Securities Act,
the Exchange Act or any state securities law in connection with the offering


                                       9.
<PAGE>   13
covered by such registration statement; and the Company will reimburse each such
Holder, partner, officer or director, underwriter or controlling person for any
legal or other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability or action;
provided however, that the indemnity agreement contained in this Section 2.9(a)
shall not apply to amounts paid in settlement of any such loss, claim, damage,
liability or action if such settlement is effected without the consent of the
Company, which consent shall not be unreasonably withheld, nor shall the Company
be liable in any such case for any such loss, claim, damage, liability or action
to the extent that it arises out of or is based upon a Violation which occurs in
reliance upon and in conformity with written information furnished expressly for
use in connection with such registration by such Holder, partner, officer,
director, underwriter or controlling person of such Holder.

                  (b) To the extent permitted by law, each Holder will, if
Registrable Securities held by such Holder are included in the securities as to
which such registration qualifications or compliance is being effected,
indemnify, defend and hold harmless the Company, each of its directors, its
officers, and legal counsel and each person, if any, who controls the Company
within the meaning of the Securities Act, any underwriter and any other Holder
selling securities under such registration statement or any of such other
Holder's partners, directors or officers or any person who controls such Holder,
against any losses, claims, damages or liabilities (joint or several) to which
the Company or any such director, officer, controlling person, underwriter or
other such Holder, or partner, director, officer or controlling person of such
other Holder may become subject under the Securities Act, the Exchange Act or
other federal or state law, insofar as such losses, claims, damages or
liabilities (or actions in respect thereto) arise out of or are based upon any
Violation, in each case to the extent (and only to the extent) that such
Violation occurs in reliance upon and in conformity with written information
furnished by such Holder under an instrument duly executed by such Holder and
stated to be specifically for use in connection with such registration; and each
such Holder will reimburse any legal or other expenses reasonably incurred by
the Company or any such director, officer, controlling person, underwriter or
other Holder, or partner, officer, director or controlling person of such other
Holder in connection with investigating or defending any such loss, claim,
damage, liability or action if it is judicially determined that there was such a
Violation; provided, however, that the indemnity agreement contained in this
Section 2.9(b) shall not apply to amounts paid in settlement of any such loss,
claim, damage, liability or action if such settlement is effected without the
consent of the Holder, which consent shall not be unreasonably withheld;
provided further, that in no event shall any indemnity under this Section 2.9
exceed the net proceeds from the offering received by such Holder.

                  (c) Promptly after receipt by an indemnified party under this
Section 2.9 of notice of the commencement of any action (including any
governmental action), such indemnified party will, if a claim in respect thereof
is to be made against any indemnifying party under this Section 2.9, deliver to
the indemnifying party a written notice of the commencement thereof and the
indemnifying party shall have the right to participate in, and, to the extent
the indemnifying party so desires, jointly with any other indemnifying party
similarly noticed, to assume the defense thereof with counsel mutually
satisfactory to the parties; provided, however, that an indemnified party shall
have the right to retain its own counsel, with the fees and expenses to be paid
by the indemnifying party, if representation of such indemnified party by the
counsel retained by the indemnifying party would be inappropriate due to actual
or potential


                                      10.
<PAGE>   14
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 2.9, 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 2.9.

                  (d) If the indemnification provided for in this Section 2.9 is
held by a court of competent jurisdiction to be unavailable to an indemnified
party with respect to any losses, claims, damages or liabilities referred to
herein, the indemnifying party, in lieu of indemnifying such indemnified party
thereunder, shall to the extent permitted by applicable law contribute to the
amount paid or payable by such indemnified party as a result of such loss,
claim, damage or liability 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 Violation(s) that resulted in such
loss, claim, damage or liability, as well as any other relevant equitable
considerations. The relative fault of the indemnifying party and of the
indemnified party shall be determined by a court of law 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, that in no event shall any contribution by a
Holder hereunder exceed the proceeds from the offering received by such Holder.

                  (e) The obligations of the Company and Holders under this
Section 2.9 shall survive completion of any offering of Registrable Securities
in a registration statement. 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.

         2.10     ASSIGNMENT OF REGISTRATION RIGHTS. The rights to cause the
Company to register Registrable Securities pursuant to this Article II may be
assigned by a Holder to a transferee or assignee of Registrable Securities which
(i) is a subsidiary, parent, general partner, limited partner or retired partner
of a Holder, (ii) is a Holder's family member or trust for the benefit of an
individual Holder, or (iii) acquires at least three hundred thousand (300,000)
shares of Registrable Securities (as adjusted for stock splits and combinations
(other than the 3-for-1 stock split effected in September 1999 (the "September
1999 Stock Split"); provided, however, (A) the transferor shall, within ten (10)
days after such transfer, furnish to the Company 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 (B) such transferee shall agree
to be subject to all restrictions set forth in this Agreement.

         2.11     AMENDMENT OF REGISTRATION RIGHTS. Any provision of this
Article II may be amended and the observance thereof 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 a majority of the Registrable Securities then outstanding. Any
amendment or


                                      11.
<PAGE>   15
waiver effected in accordance with this Section 2.11 shall be binding upon each
Holder and the Company. By acceptance of any benefits under this Article II,
Holders of Registrable Securities hereby agree to be bound by the provisions
hereunder.

         2.12     LIMITATION ON SUBSEQUENT REGISTRATION RIGHTS. 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, enter into any
agreement with any holder or prospective holder of any securities of the Company
that would grant such holder registration rights senior or equal to those
granted to the Holders hereunder.

         2.13     "MARKET STAND-OFF" AGREEMENT. If requested by the Company or
the representative of the underwriters of Common Stock (or other securities) of
the Company, each Holder shall not sell or otherwise transfer or dispose of any
Common Stock (or other securities) of the Company held by such Holder (other
than those included in the registration) for a period specified by the
representative of the underwriters not to exceed one hundred eighty (180) days
following the effective date of a registration statement of the Company filed
under the Securities Act with respect to the Initial Offering and with respect
to any other offering in which such Holders of Registrable Securities are
included, provided that all officers and directors of the Company enter into
similar agreements.

                  The obligations described in this Section 2.13 shall not apply
to a registration relating solely to employee benefit plans on Form S-1 or Form
S-8 or similar forms that may be promulgated in the future, or a registration
relating solely to a Commission Rule 145 transaction on Form S-4 or similar
forms that may be promulgated in the future. The Company may impose
stop-transfer instructions with respect to the shares of Common Stock (or other
securities) subject to the foregoing restriction until the end of said one
hundred eighty (180) day period.

         2.14     RULE 144 REPORTING. With a view to making available to the
Holders the benefits of certain rules and regulations of the SEC which may
permit the sale of the Registrable Securities to the public without
registration, the Company agrees to use its best efforts to:

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

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

                  (c) So long as a Holder owns any Registrable Securities,
furnish to such Holder forthwith upon request: a written statement by the
Company as to its compliance with the reporting requirements of said Rule 144 of
the Securities Act, and of the Exchange Act (at any time after it has become
subject to such reporting requirements); a copy of the most recent annual or
quarterly report of the Company; and such other reports and documents as a
Holder may reasonably request in availing itself of any rule or regulation of
the SEC allowing it to sell any such securities without registration.


                                      12.
<PAGE>   16
SECTION 3. COVENANTS OF THE COMPANY.

         3.1      BASIC FINANCIAL INFORMATION AND REPORTING.

                  (a) The Company will maintain true books and records of
account in which full and correct entries will be made of all its business
transactions pursuant to a system of accounting established and administered in
accordance with generally accepted accounting principles consistently applied,
and will set aside on its books all such proper accruals and reserves as shall
be required under generally accepted accounting principles consistently applied.

                  (b) As soon as practicable after the end of each fiscal year
of the Company, and in any event within one hundred twenty (120) days
thereafter, the Company will furnish each Investor a consolidated balance sheet
of the Company, as at the end of such fiscal year, and a consolidated statement
of income and a consolidated statement of cash flows of the Company, for such
year, all prepared in accordance with generally accepted accounting principles
consistently applied and setting forth in each case in comparative form the
figures for the previous fiscal year, all in reasonable detail. Such financial
statements shall be accompanied by a report and opinion thereon by independent
auditors selected by the Company's Board of Directors.

                  (c) The Company will furnish each Investor, as soon as
practicable after the end of the first, second and third quarterly accounting
periods in each fiscal year of the Company, and in any event within ninety (90)
days thereafter, a consolidated balance sheet of the Company as of the end of
each such quarterly period, and a consolidated statement of income and a
consolidated statement of cash flows of the Company for such period and for the
current fiscal year to date, prepared in accordance with generally accepted
accounting principles, with the exception that no notes need be attached to such
statements and year-end audit adjustments may not have been made.

                  (d) So long as an Investor (with its affiliates) shall own not
less than five hundred thousand (500,000) shares of Registrable Securities (as
adjusted for stock splits and combinations (other than the September 1999 Stock
Split)) (a "Major Investor"), the Company will furnish each such Major Investor
(i) at least thirty (30) days prior to the beginning of each fiscal year an
annual budget and operating plan for such fiscal year (and as soon as available,
any subsequent revisions thereto); and (ii) as soon as practicable after the end
of each month, and in any event within twenty (20) days thereafter, a
consolidated balance sheet of the Company as of the end of each such month, and
a consolidated statement of income and a consolidated statement of cash flows of
the Company for such month and for the current fiscal year to date, including a
comparison to plan figures for such period, prepared in accordance with
generally accepted accounting principles consistently applied, with the
exception that no notes need be attached to such statements and year-end audit
adjustments may not have been made.

         3.2      INSPECTION RIGHTS. Each Major Investor shall have the right to
visit and inspect any of the properties of the Company or any of its
subsidiaries, and to discuss the affairs, finances and accounts of the Company
or any of its subsidiaries with its officers, and to review such information as
is reasonably requested all at such reasonable times and as often as may be
reasonably requested; provided, however, that the Company shall not be obligated
under this


                                      13.
<PAGE>   17
Section 3.2 with respect to information which the Board of Directors determines
in good faith is confidential and creates a conflict of interest with such Major
Investor.

         3.3      CONFIDENTIALITY OF RECORDS. Each Investor, other than Intel
Corporation, agrees to use, and to use its best efforts to insure that its
authorized representatives use, the same degree of care as such Investor uses to
protect its own confidential information to keep confidential any information
furnished to it which the Company identifies as being confidential or
proprietary (so long as such information is not in the public domain), except
that such Investor may disclose such proprietary or confidential information to
any partner, subsidiary or parent of such Investor for the purpose of evaluating
its investment in the Company as long as such partner, subsidiary or parent is
advised of the confidentiality provisions of this Section 3.3. With respect to
Intel Corporation, the Company's confidential and proprietary information shall
be governed by that certain Corporate Non-Disclosure Agreement No. 7541436
between the Company and Intel Corporation dated as of October 14, 1998.

         3.4      RESERVATION OF COMMON STOCK. The Company will at all times
reserve and keep available, solely for issuance and delivery upon the conversion
of the Preferred Stock, all Common Stock issuable from time to time upon such
conversion.

         3.5      STOCK VESTING. Unless otherwise approved by the Board of
Directors, all stock options and other stock equivalents issued after the date
of this Agreement to employees, directors, consultants and other service
providers shall be subject to vesting as follows: (i) twenty-five percent (25%)
of such stock shall vest at the end of the first year following the earlier of
the date of issuance or such person's services commencement date with the
Company, and (ii) seventy-five percent (75%) of such stock shall vest monthly
over the remaining three (3) years. With respect to any shares of stock
purchased by any such person, the Company's repurchase option shall provide that
upon such person's termination of employment or service with the Company, with
or without cause, the Company or its assignee (to the extent permissible under
applicable securities laws and other laws) shall have the option to purchase at
cost any unvested shares of stock held by such person.

         3.6      KEY MAN INSURANCE. Subject to the approval of the Board of
Directors, the Company will use reasonable efforts to obtain and maintain in
full force and effect term life insurance in the amount of one million
($1,000,000) dollars on the life of Michael Mansouri, naming the Company as
beneficiary.

         3.7      PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT. The Company
shall require all employees and consultants to execute and deliver a Proprietary
Information and Inventions Agreement in substantially the form attached to the
Purchase Agreement.

         3.8      REAL PROPERTY HOLDING CORPORATION. The Company covenants that
it will operate in a manner such that it will not become a "United States real
property holding corporation" as that term is defined in Section 897(c)(2) of
the Internal Revenue Code of 1986, as amended, and the regulations thereunder
("FIRPTA"). The Company agrees to make determinations as to its status as a
USRPHC, and will file statements concerning those determinations with the
Internal Revenue Service, in the manner and at the times required under Reg.
Section 1.897-2(h), or any supplementary or successor provision thereto. Within
30 days of a


                                      14.
<PAGE>   18
request from an Investor or any of its partners, the Company will inform the
requesting party, in the manner set forth in Reg. Section 1.897- 2(h)(1)(iv) or
any supplementary or successor provision thereto, whether that party's interest
in the Company constitutes a United States real property interest (within the
meaning of Internal Revenue Code Section 897(c)(1) and the regulations
thereunder) and whether the Company has provided to the Internal Revenue Service
all required notices as to its USRPHC status.

         3.9      TERMINATION OF COVENANTS. All covenants of the Company
contained in Article III of this Agreement shall expire and terminate as to each
Investor on the effective date of the registration statement pertaining to the
Initial Offering.

SECTION 4. RIGHTS OF FIRST REFUSAL.

         4.1      SUBSEQUENT OFFERINGS. Each Investor shall have a right of
first refusal to purchase its pro rata share of all Equity Securities, as
defined below, that the Company may, from time to time, propose to sell and
issue after the date of this Agreement, other than the Equity Securities
excluded by Section 4.6 hereof. Each Investor's pro rata share is equal to the
ratio of (A) the number of shares of the Company's Common Stock (including all
shares of Common Stock issued or issuable upon conversion of the Shares) which
such Investor is deemed to be a holder immediately prior to the issuance of such
Equity Securities to (B) the total number of shares of the Company's outstanding
Common Stock (including all shares of Common Stock issued or issuable upon
conversion of the Shares or upon the exercise of any outstanding warrants or
options) immediately prior to the issuance of the Equity Securities. The term
"Equity Securities" shall mean (i) any Common Stock, Preferred Stock or other
security of the Company, (ii) any security convertible, with or without
consideration, into any Common Stock, Preferred Stock or other security
(including any option to purchase such a convertible security), (iii) any
security carrying any warrant or right to subscribe to or purchase any Common
Stock, Preferred Stock or other security or (iv) any such warrant or right.

         4.2      EXERCISE OF RIGHTS. If the Company proposes to issue any
Equity Securities, it shall give each Investor written notice of its intention,
describing the Equity Securities, the price and the terms and conditions upon
which the Company proposes to issue the same. Each Investor shall have fifteen
(15) days from the giving of such notice to agree to purchase its pro rata share
of the Equity Securities for the price and upon the terms and conditions
specified in the notice by giving written notice to the Company and stating
therein the quantity of Equity Securities to be purchased. Notwithstanding the
foregoing, the Company shall not be required to offer or sell such Equity
Securities to any Investor who would cause the Company to be in violation of
applicable federal securities laws by virtue of such offer or sale.

         4.3      ISSUANCE OF EQUITY SECURITIES TO OTHER PERSONS. If not all of
the Investors elect to purchase their pro rata share of the Equity Securities,
then the Company shall promptly notify in writing the Investors who do so elect
and shall offer such Investors the right to acquire such unsubscribed shares.
The Investors shall have five (5) days after receipt of such notice to notify
the Company of its election to purchase all or a portion thereof of the
unsubscribed shares. If the Investors fail to exercise in full the rights of
first refusal, the Company shall have ninety (90) days thereafter to sell the
Equity Securities in respect of which the Investor's rights were not exercised,
at a price and upon general terms and conditions materially no more favorable to
the


                                      15.
<PAGE>   19
purchasers thereof than specified in the Company's notice to the Investors
pursuant to Section 4.2 hereof. If the Company has not sold such Equity
Securities within ninety (90) days of the notice provided pursuant to Section
4.2, the Company shall not thereafter issue or sell any Equity Securities,
without first offering such securities to the Investors in the manner provided
above.

         4.4      TERMINATION OF RIGHTS OF FIRST REFUSAL. The rights of first
refusal established by this Article IV shall not apply to, and shall terminate
upon the effective date of the registration statement pertaining to the
Company's Initial Offering.

         4.5      TRANSFER OF RIGHTS OF FIRST REFUSAL. The rights of first
refusal of each Investor under this Article IV may be transferred to the same
parties, subject to the same restrictions as any transfer of registration rights
pursuant to Section 2.10.

         4.6      EXCLUDED SECURITIES. The rights of first refusal established
by this Article IV shall have no application to any of the following Equity
Securities:

                  (a) shares of Common Stock (and/or options, warrants or other
Common Stock purchase rights issued pursuant to such options, warrants or other
rights) issued or to be issued to employees, officers or directors of, or
consultants or advisors to the Company or any subsidiary, pursuant to stock
purchase or stock option plans or other arrangements that are approved by the
Board of Directors;

                  (b) stock issued pursuant to any rights or agreements
outstanding as of the date of this Agreement, options and warrants outstanding
as of the date of this Agreement; and stock issued pursuant to any such rights
or agreements granted after the date of this Agreement, provided that the rights
of first refusal established by this Article IV applied with respect to the
initial sale or grant by the Company of such rights or agreements;

                  (c) any Equity Securities issued for consideration other than
cash pursuant to a merger, consolidation, acquisition or similar business
combination;

                  (d) shares of Common Stock issued in connection with any stock
split, stock dividend or recapitalization by the Company;

                  (e) shares of Common Stock issued upon conversion of the
Shares;

                  (f) any Equity Securities issued pursuant to any equipment
leasing arrangement, or debt financing from a bank or similar financial
institution approved by the Board of Directors;

                  (g) any Equity Securities that are issued by the Company
pursuant to a registration statement filed under the Securities Act; and

                  (h) shares of the Company's Common Stock or Preferred Stock
issued in connection with strategic transactions involving the Company and other
entities, including (A) joint ventures, manufacturing, marketing or distribution
arrangements or (B) technology transfer or development arrangements; provided
that such strategic transactions and the issuance of shares therein, have been
approved by the Company's Board of Directors.


                                      16.
<PAGE>   20
SECTION 5. MISCELLANEOUS.

         5.1      GOVERNING LAW. This Agreement shall be governed by and
construed under the laws of the State of California as applied to agreements
among California residents entered into and to be performed entirely within
California.

         5.2      SURVIVAL. The representations, warranties, covenants, and
agreements made herein shall survive any investigation made by any Holder and
the closing of the transactions contemplated hereby. All statements as to
factual matters contained in any certificate or other instrument delivered by or
on behalf of the Company pursuant hereto in connection with the transactions
contemplated hereby shall be deemed to be representations and warranties by the
Company hereunder solely as of the date of such certificate or instrument.

         5.3      SUCCESSORS AND ASSIGNS. 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 and shall inure to the benefit of and be enforceable by each
person who shall be a holder of Registrable Securities from time to time;
provided, however, that prior to the receipt by the Company of adequate written
notice of the transfer of any Registrable Securities specifying the full name
and address of the transferee, the Company may deem and treat the person listed
as the holder of such shares in its records as the absolute owner and holder of
such shares for all purposes, including the payment of dividends or any
redemption price.

         5.4      SEVERABILITY. In case any provision of the Agreement shall be
invalid, illegal, or unenforceable, the validity, legality, and enforceability
of the remaining provisions shall not in any way be affected or impaired
thereby.

         5.5      AMENDMENT AND WAIVER.

                  (a) Except as otherwise expressly provided, this Agreement may
be amended or modified only upon the written consent of the Company and the
holders of at least two-thirds (66 2/3%) of the Registrable Securities.

                  (b) Except as otherwise expressly provided, the obligations of
the Company and the rights of the Holders under this Agreement may be waived
only with the written consent of the holders of at least a majority of the
Registrable Securities.

                  (c) Notwithstanding the foregoing, this Agreement may be
amended with only the written consent of the Company to include additional
purchasers of Shares as "Investors," "Holders" and parties hereto.

         5.6      DELAYS OR OMISSIONS. It is agreed that no delay or omission to
exercise any right, power, or remedy accruing to any Holder, upon any breach,
default or noncompliance of the Company under this Agreement shall impair any
such right, power, or remedy, nor shall it be construed to be a waiver of any
such breach, default or noncompliance, or any acquiescence therein, or of any
similar breach, default or noncompliance thereafter occurring. It is further
agreed that any waiver, permit, consent, or approval of any kind or character on
any Holder's part of any breach, default or noncompliance under the Agreement or
any waiver on such


                                      17.
<PAGE>   21
Holder's part of any provisions or conditions of this Agreement must be in
writing and shall be effective only to the extent specifically set forth in such
writing. All remedies, either under this Agreement, by law, or otherwise
afforded to Holders, shall be cumulative and not alternative.

         5.7      NOTICES. All notices required or permitted hereunder shall be
in writing and shall be deemed effectively given: (i) upon personal delivery to
the party to be notified, (ii) when sent by confirmed telex or facsimile if sent
during normal business hours of the recipient; if not, then on the next business
day, (iii) five (5) days after having been sent by registered or certified mail,
return receipt requested, postage prepaid, or (iv) one (1) day after deposit
with a nationally recognized overnight courier, specifying next day delivery,
with written verification of receipt. All communications shall be sent to the
party to be notified at the address as set forth on the signature pages hereof
or Exhibit A hereto or at such other address as such party may designate by ten
(10) days advance written notice to the other parties hereto.

         5.8      ATTORNEYS' FEES. In the event that any dispute among the
parties to this Agreement should result in litigation, the prevailing party in
such dispute shall be entitled to recover from the losing party all fees, costs
and expenses of enforcing any right of such prevailing party under or with
respect to this Agreement, including without limitation, such reasonable fees
and expenses of attorneys and accountants, which shall include, without
limitation, all fees, costs and expenses of appeals.

         5.9      TITLES AND SUBTITLES. The titles of the sections and
subsections of this Agreement are for convenience of reference only and are not
to be considered in construing this Agreement.

         5.10     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.

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

                      [THIS SPACE INTENTIONALLY LEFT BLANK]


                                      18.
<PAGE>   22
         IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND
RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first
paragraph hereof.


COMPANY:                             INVESTORS:

IPASS INC.                           CROSSPOINT VENTURE PARTNERS 1996

By:  /s/ Michael Mansouri            By:  /s/ Seth Neiman
    ----------------------------         ---------------------------------------
Printed Name:  Michael Mansouri      Printed Name:
              ------------------                   -----------------------------
Title:  President and CEO            Title:
       -------------------------            ------------------------------------

                                     CROSSPOINT VENTURE PARTNERS LS 1997 FUND

                                     By:  /s/ Seth Neiman
                                         ---------------------------------------
                                     Printed Name:
                                                   -----------------------------
                                     Title:
                                            ------------------------------------

                                     APV TECHNOLOGY PARTNERS II, L.P.

                                     By: APV Management Co. II, L.L.C.,
                                         Managing General Partner


                                     By:  /s/ Peter G. Bodine
                                         ---------------------------------------
                                         Managing Member

                                     Printed Name:  Peter G. Bodine
                                                   -----------------------------


                                     APV TECHNOLOGY PARTNERS US, L.P.


                                     By: APV Management Co., L.L.C.
                                         Managing General Partner


                                     By:  /s/ Peter G. Bodine
                                         ---------------------------------------
                                         Managing Member

                                     Printed Name:  Peter G. Bodine
                                                   -----------------------------


                                   iPass, Inc.
                 Amended and Restated Investor Rights Agreement
                                 Signature Page
                                       19
<PAGE>   23
                                     APV TECHNOLOGY PARTNERS, L.P.
                                     By:  APV Management Co., L.L.C.
                                          Managing General Partner

                                     By:  /s/ Peter G. Bodine
                                         ---------------------------------------
                                          Managing Member

                                     Printed Name:  Peter G. Bodine
                                                   -----------------------------


                                     WPS, L.L.C.

                                     By:  /s/ Peter G. Bodine
                                         ---------------------------------------
                                          Managing Member

                                     Printed Name:  Peter G. Bodine
                                                  -----------------------------

                                     ACCEL V L.P.

                                     By:  Accel V Associates L.L.C.
                                          Its General Partner

                                     By:  /s/ G. Carter Sednaoui
                                         ---------------------------------------
                                          Managing Member

                                     Printed Name:  G. Carter Sednaoui
                                                   -----------------------------


                                     ACCEL INTERNET/STRATEGIC
                                     TECHNOLOGY FUND L.P.

                                     By:  Accel Internet/Strategic
                                          Technology Fund Associates L.L.C.
                                          Its General Partner

                                     By:  /s/ G. Carter Sednaoui
                                         ---------------------------------------
                                          Managing Member

                                     Printed Name:  G. Carter Sednaoui
                                                   -----------------------------


                                   iPass, Inc.
                 Amended and Restated Investor Rights Agreement
                                 Signature Page
                                       20
<PAGE>   24
                                     ACCEL KEIRETSU V L.P.

                                     By:  Accel Keiretsu V Associates L.L.C.
                                          Its General Partner

                                     By:  /s/ G. Carter Sednaoui
                                         ---------------------------------------
                                          Managing Member

                                     Printed Name:  G. Carter Sednaoui
                                                   -----------------------------


                                     ACCEL INVESTORS '96 L.P.

                                     By:  /s/ G. Carter Sednaoui
                                         ---------------------------------------
                                          Its General Partner

                                     Printed Name:  G. Carter Sednaoui
                                                   -----------------------------


                                     ELLMORE C. PATTERSON PARTNERS

                                     By:  /s/ Arthur Patterson
                                         ---------------------------------------
                                          General Partner

                                     Printed Name:  Arthur C. Patterson
                                                   -----------------------------


                                     INTEL CORPORATION

                                     By:  /s/ Arvind Sodhani
                                         ---------------------------------------
                                          Arvind Sodhani
                                          Vice President and Treasurer


                                     CELEBRITY SOFTWARE LIMITED

                                     By:
                                         ---------------------------------------
                                     Printed Name:
                                                   -----------------------------
                                     Title:
                                            ------------------------------------


                                   iPass, Inc.
                 Amended and Restated Investor Rights Agreement
                                 Signature Page
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<PAGE>   25
                                     JAMBOREE INVESTMENTS, INC.

                                     By:  /s/ JOHN ALSOP
                                         ---------------------------------------
                                     Printed Name:  John Alsop
                                                   -----------------------------
                                     Title:
                                            ------------------------------------


                                     PEAPOD GROUP LIMITED

                                     By:  /s/ LAWRENCE MORRICE
                                         ---------------------------------------
                                     Printed Name:  Lawrence Stuart Morrice
                                                   -----------------------------
                                     Title:  Director
                                            ------------------------------------


                                     KAREN CHAKMAKIAN

                                     By:  /s/ KAREN CHAKMAKIAN
                                         ---------------------------------------
                                     Printed Name:
                                                   -----------------------------
                                     Title:
                                            ------------------------------------


                                     PETER COX

                                     By:  /s/ PETER COX
                                         ---------------------------------------
                                     Printed Name:  Peter Cox
                                                   -----------------------------
                                     Title:
                                            ------------------------------------


                                   iPass, Inc.
                 Amended and Restated Investor Rights Agreement
                                 Signature Page
                                       22
<PAGE>   26
                                     CHRISTOPHER W. MOORE

                                     By:  /s/ CHRISTOPHER MOORE
                                         ---------------------------------------
                                     Printed Name:
                                                   -----------------------------
                                     Title:
                                            ------------------------------------


                                     THOMVEST HOLDINGS INC.

                                     By:  /s/ WILLIAM T. DODDS
                                         ---------------------------------------
                                     Printed Name:  William T. Dodds
                                                   -----------------------------
                                     Title:  Vice President and Secretary
                                            ------------------------------------


                                     1267104 ONTARIO LTD.

                                     By:  /s/ TAYLOR THOMSON
                                         ---------------------------------------
                                     Printed Name:  Taylor Thomson
                                                   -----------------------------
                                     Title:  President
                                            ------------------------------------


                                     COMDISCO, INC.

                                     By:  /s/ JAMES LABE
                                         ---------------------------------------
                                     Printed Name:  James P. Labe
                                                   -----------------------------
                                     Title:  President, Comdisco Ventures
                                             Division
                                            ------------------------------------


                                   iPass, Inc.
                 Amended and Restated Investor Rights Agreement
                                 Signature Page
                                       23
<PAGE>   27
                                     INTEL CORPORATION

                                     By:
                                         ---------------------------------------
                                     Printed Name:
                                                   -----------------------------
                                     Title:
                                            ------------------------------------

                                     MERITECH CAPITAL PARTNERS L.P.

                                     By: Meritech Capital Associates L.L.C.
                                         It's General Partner

                                     By: Meritech Management Associates
                                         L.L.C.
                                         a Managing Member

                                     By:
                                          --------------------------------------
                                          Paul Madera, a Managing Partner

                                     MERITECH CAPITAL AFFILIATES L.P.

                                     By: Meritech Capital Associates L.L.C.
                                         It's General Partner

                                     By: Meritech Management Associates
                                         L.L.C.
                                         a Managing Member

                                     By:
                                          --------------------------------------
                                          Paul Madera, a Managing Partner


                                     GC & H INVESTMENTS

                                     By: /s/ JOHN L. CARDOZA
                                         ---------------------------------------
                                     Printed Name: John L. Cardoza
                                                   -----------------------------
                                     Title: Executive Partner
                                            ------------------------------------


                                   iPass, Inc.
                 Amended and Restated Investor Rights Agreement
                                 Signature Page
                                       24