<PAGE>

               AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

                                                                 October 8, 1999

To each of the several Purchasers named in
Schedule 1 to the Class A Preferred Shares
Subscription Agreement made on July 30, 1999
(the "July Purchasers")

- and -

To each of the several Purchasers named in
Schedule 1 to the Class A Preferred Shares
Subscription Agreement made on October 8, 1999
(the "October Purchasers")

Dear Sirs:

                  Reference is made to a Class A Preferred Share Subscription
Agreement dated July 30, 1999 (the "July Purchase Agreement") between
Changepoint Corporation, a corporation amalgamated under the laws of Ontario
(the "Company"), and the July Purchasers whereby the July Purchasers agreed
to purchase an aggregate of 2,632,654 Class A Preferred Shares (the "July
Preferred Shares") of the Company, and to a registration rights agreement
(the "Registration Rights Agreement") between the Company and July Purchasers
of even date therewith whereby the Company made certain covenants and
agreements in favour of the July Purchasers in consideration of their
agreement to purchase the July Preferred Shares and as an inducement to them
to consummate the transactions contemplated by the July Purchase Agreement.

                  Reference is also made to a Class A Preferred Share
Subscription Agreement of even date herewith (the "October Purchase
Agreement") (the July Purchase Agreement and the October Purchase Agreement
being collectively, referred to hereinafter as the "Purchase Agreements")
among the Company and certain of its shareholders (collectively the
"Vendors"), and the October Purchasers whereby the October Purchasers have
agreed to purchase from the Vendors an aggregate of 3,351,308 Class A
Preferred Shares of the Company (the "October Preferred Shares") (the July
Preferred Shares and the October Preferred Shares being collectively,
referred to hereinafter as the "Preferred Shares"). In consideration of the
agreement of the October Purchasers to purchase the October Preferred Shares
and as an inducement to the October Purchasers to consummate the transactions
contemplated by the October Purchase Agreement, the Company wishes to provide
the October Purchasers with the identical registration rights provided to the
July Purchasers in the Registration Rights Agreement.

                  To ensure that the registration rights granted by the
Company to holders of the Preferred Shares apply equally in favour of all
holders of Preferred Shares, the Company has agreed to amend and restate the
Registration Rights Agreement accordingly. Therefore, for good and valuable
consideration, the receipt and sufficiency whereof is hereby acknowledged by
the Company, the Company covenants and agrees with each of you as follows:

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                                     -2-

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

         "CANADIAN SECURITIES LAWS" shall mean the Securities Act (Ontario), the
         Regulation thereunder and all rules, policies, rulings and orders of
         applicable securities regulatory authorities, and similar legislation
         in each of the other provinces and territories of Canada where the
         Corporation is a "reporting issuer" for purposes of such legislation.

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

         "COMMON SHARES" shall mean the Common Shares of the Company, as
         constituted as of the date of this Agreement.

         "CONVERSION SHARES" shall mean Common Shares issued upon conversion of
         the Preferred Shares.

         "EXCHANGE ACT" shall mean the United States Securities Exchange Act of
         1934, as amended, or any similar federal statute, and the rules and
         regulations of the Commission thereunder, all as the same shall be in
         effect at the time.

         "REGISTRATION EXPENSES" shall mean the expenses so described in Section
         8.

         "RESTRICTED STOCK" shall mean the Conversion Shares, excluding
         Conversion Shares which have been (a) registered under the Securities
         Act pursuant to an effective registration statement filed thereunder
         and disposed of in accordance with the registration statement covering
         them or (b) publicly sold pursuant to Rule 144 under the Securities
         Act.

         "SECURITIES ACT" shall mean the United States Securities Act of 1933,
         as amended, or any similar federal statute, and the rules and
         regulations of the Commission thereunder, all as the same shall be in
         effect at the time.

         "SELLING EXPENSES" shall mean the expenses so described in Section 8.

         "U.S. PERSON" shall have the meaning ascribed thereto in Rule 902(a) of
         Regulation S under the Securities Act.

2.       RESTRICTIVE LEGEND. Each certificate representing Preferred Shares or
         Conversion Shares owned by any U.S. Person or entity shall, except as
         otherwise provided in this Section 2 or in Section 3, be stamped or
         otherwise imprinted with a legend substantially in the following form:

         "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES
         SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE
         TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS IT HAS BEEN

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                                     -3-

         REGISTERED UNDER SUCH ACT AND ALL SUCH APPLICABLE LAWS OR AN
         EXEMPTION FROM REGISTRATION IS AVAILABLE."

         A certificate shall not bear such legend if in the opinion of counsel
         satisfactory to the Company (it being agreed that Testa, Hurwitz &
         Thibeault, LLP shall be satisfactory) the securities represented
         thereby may be publicly sold without registration under the Securities
         Act and any applicable state securities laws.

3.       NOTICE OF PROPOSED TRANSFER. Prior to any proposed transfer by a U.S.
         Person of any Preferred Shares or Conversion Shares (other than under
         the circumstances described in Sections 4, 5 or 6), the holder thereof
         shall give written notice to the Company of its intention to effect
         such transfer. Each such notice shall describe the manner of the
         proposed transfer and, if requested by the Company, shall be
         accompanied by an opinion of counsel satisfactory to the Company (it
         being agreed that Testa, Hurwitz & Thibeault, LLP shall be
         satisfactory) to the effect that the proposed transfer may be effected
         without registration under the Securities Act and any applicable state
         securities laws, whereupon the holder of such stock shall be entitled
         to transfer such stock in accordance with the terms of its notice;
         PROVIDED, HOWEVER, that no such opinion of counsel shall be required
         for a transfer to one or more partners or members of the transferor (in
         the case of a transferor that is a partnership or a limited liability
         company, respectively) or to an affiliated corporation (in the case of
         a transferor that is a corporation). Each certificate for Preferred
         Shares or Conversion Shares transferred to any U.S. Person or entity as
         above provided shall bear the legend set forth in Section 2, except
         that such certificate shall not bear such legend if (i) such transfer
         is in accordance with the provisions of Rule 144 (or any other rule
         permitting public sale without registration under the Securities Act)
         or (ii) the opinion of counsel referred to above is to the further
         effect that the transferee and any subsequent transferee (other than an
         affiliate of the Company) would be entitled to transfer such securities
         in a public sale without registration under the Securities Act. The
         restrictions provided for in this Section 3 shall not apply to
         securities which are not required to bear the legend prescribed by
         Section 2 in accordance with the provisions of that Section.

4.       REQUIRED REGISTRATION.

         (a)      At any time after the earliest of (i) six months after (x) any
                  registration statement covering a public offering of
                  securities of the Company under the Securities Act shall have
                  become effective or (y) a prospectus has been qualified in a
                  Canadian province or territory for the Company's initial
                  public offering of Common Shares, or (ii) the third
                  anniversary of the date of this Agreement, the holders of
                  Restricted Stock constituting at least 40% of the total shares
                  of Restricted Stock then outstanding may request the Company
                  to register under the Securities Act all or any portion of the
                  shares of Restricted Stock held by such requesting holder or
                  holders for sale in the manner specified in such notice,
                  PROVIDED that the shares of Restricted Stock for which
                  registration has been requested shall constitute at least 20%
                  of the total shares of Restricted Stock originally issued if
                  such holder or holders shall request the registration of less
                  than all shares of Restricted Stock then held by such holder
                  or holders (or any lesser percentage if the reasonably
                  anticipated aggregate price to the public of such public
                  offering would exceed

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                                     -4-

                  U.S. $2,000,000). For purposes of this Section 4 and
                  Sections 5, 6, 13(a) and 13(d), the term "Restricted Stock"
                  shall be deemed to include the number of shares of
                  Restricted Stock which would be issuable to a holder of
                  Preferred Shares upon conversion of all Preferred Shares
                  held by such holder at such time, PROVIDED, HOWEVER, that
                  the only securities which the Company shall be required to
                  register pursuant hereto shall be shares of Common Shares,
                  and PROVIDED, FURTHER, HOWEVER, that, in any underwritten
                  public offering contemplated by this Section 4 or Sections 5
                  and 6, the holders of Preferred Shares shall be entitled to
                  sell such Preferred Shares to the underwriters for conversion
                  and sale of the shares of Common Shares issued upon
                  conversion thereof. Notwithstanding anything to the
                  contrary contained herein, no request may be made under
                  this Section 4 within 90 days after the effective date of a
                  registration statement filed by the Company covering a firm
                  commitment underwritten public offering in which the
                  holders of Restricted Stock shall have been entitled to
                  join pursuant to Sections 5 or 6 and in which there shall
                  have been effectively registered all shares of Restricted
                  Stock as to which registration shall have been requested.

         (b)      Following receipt of any notice under this Section 4, the
                  Company shall immediately notify all holders of Restricted
                  Stock from whom notice has not been received and shall use its
                  best efforts to register under the Securities Act, for public
                  sale in accordance with the method of disposition specified in
                  such notice from requesting holders, the number of shares of
                  Restricted Stock specified in such notice (and in all notices
                  received by the Company from other holders within 30 days
                  after the giving of such notice by the Company). If such
                  method of disposition shall be an underwritten public
                  offering, the holders of a majority of the shares of
                  Restricted Stock to be sold in such offering may designate the
                  managing underwriter of such offering, subject to the approval
                  of the Company, which approval shall not be unreasonably
                  withheld or delayed. The Company shall be obligated to
                  register Restricted Stock pursuant to this Section 4 on two
                  occasions only, PROVIDED, HOWEVER, that such obligation shall
                  be deemed satisfied only when a registration statement
                  covering all shares of Restricted Stock specified in notices
                  received as aforesaid, for sale in accordance with the method
                  of disposition specified by the requesting holders, shall have
                  become effective and, if such method of disposition is a firm
                  commitment underwritten public offering, all such shares shall
                  have been sold pursuant thereto.

         (c)      The Company shall be entitled to include in any registration
                  statement referred to in this Section 4, for sale in
                  accordance with the method of disposition specified by the
                  requesting holders, shares of Common Shares to be sold by the
                  Company for its own account, except as and to the extent that,
                  in the opinion of the managing underwriter (if such method of
                  disposition shall be an underwritten public offering), such
                  inclusion would adversely affect the marketing of the
                  Restricted Stock to be sold. Except for registration
                  statements on Form S-4, S-8 or any successor thereto, the
                  Company will not file with the Commission any other
                  registration statement with respect to its Common Shares,
                  whether for its own account or that of other stockholders,
                  from the date of receipt of a notice from requesting holders
                  pursuant to this Section 4 until the completion of the period
                  of distribution of the registration contemplated thereby.

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                                     -5-

5.       INCIDENTAL REGISTRATION. If the Company at any time (other than
         pursuant to Section 4 or Section 6) proposes to register any of its
         securities under the Securities Act for sale to the public, whether for
         its own account or for the account of other security holders or both
         (except with respect to registration statements on Forms S-4, S-8 or
         another form not available for registering the Restricted Stock for
         sale to the public), each such time it will give written notice to all
         holders of outstanding Restricted Stock of its intention so to do. Upon
         the written request of any such holder, received by the Company within
         30 days after the giving of any such notice by the Company, to register
         any of its Restricted Stock, the Company will use its best efforts to
         cause the Restricted Stock as to which registration shall have been so
         requested to be included in the securities to be covered by the
         registration statement proposed to be filed by the Company, all to the
         extent requisite to permit the sale or other disposition by the holder
         of such Restricted Stock so registered. In the event that any
         registration pursuant to this Section 5 shall be, in whole or in part,
         an underwritten public offering of Common Shares, the number of shares
         of Restricted Stock to be included in such an underwriting may be
         reduced (pro rata among the requesting holders based upon the number of
         shares of Restricted Stock owned by such holders) if and to the extent
         that the managing underwriter shall be of the opinion that such
         inclusion would adversely affect the marketing of the securities to be
         sold by the Company therein, PROVIDED, HOWEVER, that such number of
         shares of Restricted Stock shall not be reduced if any shares are
         to be included in such underwriting for the account of any person
         other than the Company or requesting holders of Restricted Stock, and
         PROVIDED, FURTHER, HOWEVER, that in no event may less than one-third
         of the total number of shares of Common Shares to be included in such
         underwriting be made available for shares of Restricted Stock.
         Notwithstanding the foregoing provisions, the Company may withdraw any
         registration statement referred to in this Section 5 without thereby
         incurring any liability to the holders of Restricted Stock.

6.       REGISTRATION ON FORM S-3 OR F-3; SPECIAL PROVISION RELATING TO CANADIAN
         OFFERINGS. If at any time (i) a holder or holders of Preferred Shares
         or Restricted Stock request that the Company file a registration
         statement on Form S-3 or F-3 or any successors thereto for a public
         offering of all or any portion of the shares of Restricted Stock held
         by such requesting holder or holders, the reasonably anticipated
         aggregate price to the public of which would exceed U.S.$500,000, and
         (ii) the Company is a registrant entitled to use Form S-3 or F-3 or any
         successors thereto to register such shares, then the Company shall use
         its best efforts to register under the Securities Act on Form S-3 or
         F-3 or any successors thereto, for public sale in accordance with the
         method of disposition specified in such notice, the number of shares of
         Restricted Stock specified in such notice. Whenever the Company is
         required by this Section 6 to use its best efforts to effect the
         registration of Restricted Stock, each of the procedures and
         requirements of Section 4 (including but not limited to the requirement
         that the Company notify all holders of Restricted Stock from whom
         notice has not been received and provide them with the opportunity to
         participate in the offering) shall apply to such registration,
         PROVIDED, HOWEVER, that there shall be no limitation on the number of
         registrations on Form S-3 or F-3 which may be requested and obtained
         under this Section 6, and PROVIDED, FURTHER, HOWEVER, that the
         requirements contained in the first sentence of Section 4(a) shall not
         apply to any registration on Form S-3 or F-3 which may be requested and
         obtained under this Section 6.

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                                     -6-

         In addition to the other registration rights herein, the Company hereby
         grants to the holders of Preferred Stock of the Company registration
         rights with respect to required, incidental and short-form
         registrations in Canada, which rights shall be substantially equivalent
         to those set forth in Sections 4, 5 and 6 of this Agreement with all
         appropriate changes in recognition of the differences between U.S. and
         Canadian offerings. The other provisions of this Agreement shall also
         apply to such Canadian offerings and registration rights, again with
         appropriate changes.

7.       REGISTRATION PROCEDURES. If and whenever the Company is required by the
         provisions of Sections 4, 5 or 6 to use its best efforts to effect the
         registration of any shares of Restricted Stock under the Securities
         Act, the Company will, as expeditiously as possible:

         (a)      prepare and file with the Commission a registration statement
                  (which, in the case of an underwritten public offering
                  pursuant to Section 4, shall be on Form S-1, F-1 or F-10 or
                  other form of general applicability satisfactory to the
                  managing underwriter selected as therein provided) with
                  respect to such securities and use its best efforts to cause
                  such registration statement to become and remain effective for
                  the period of the distribution contemplated thereby
                  (determined as hereinafter provided);

         (b)      prepare and file with the Commission such amendments and
                  supplements to such registration statement and the prospectus
                  used in connection therewith as may be necessary to keep such
                  registration statement effective for the period specified in
                  paragraph (a) above and comply with the provisions of the
                  Securities Act with respect to the disposition of all
                  Restricted Stock covered by such registration statement in
                  accordance with the sellers' intended method of disposition
                  set forth in such registration statement for such period;

         (c)      furnish to each seller of Restricted Stock and to each
                  underwriter such number of copies of the registration
                  statement and the prospectus included therein (including each
                  preliminary prospectus) as such persons reasonably may request
                  in order to facilitate the public sale or other disposition of
                  the Restricted Stock covered by such registration statement;

         (d)      use its best efforts to register or qualify the Restricted
                  Stock covered by such registration statement under the
                  securities or "blue sky" laws of such jurisdictions as the
                  sellers of Restricted Stock or, in the case of an underwritten
                  public offering, the managing underwriter reasonably shall
                  request, PROVIDED, HOWEVER, that the Company shall not for any
                  such purpose be required to qualify generally to transact
                  business as a foreign corporation in any jurisdiction where it
                  is not so qualified or to consent to general service of
                  process in any such jurisdiction;

         (e)      use its best efforts to list the Restricted Stock covered by
                  such registration statement with any securities exchange on
                  which the Common Shares of the Company are then listed;

<PAGE>

                                     -7-

         (f)      immediately notify each seller of Restricted Stock and each
                  underwriter under such registration statement, at any time
                  when a prospectus relating thereto is required to be delivered
                  under the Securities Act or pursuant to Canadian or provincial
                  securities laws, of the happening of any event of which the
                  Company has knowledge as a result of which the prospectus
                  contained 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
                  light of the circumstances then existing;

         (g)      if the offering is underwritten and at the request of any
                  seller of Restricted Stock, use its best efforts to furnish on
                  the date that Restricted Stock is delivered to the
                  underwriters for sale pursuant to such registration: (i) an
                  opinion dated such date of counsel representing the Company
                  for the purposes of such registration, addressed to the
                  underwriters and to such seller, stating that such
                  registration statement has become effective under the
                  Securities Act and that (A) to the best knowledge of such
                  counsel, no stop order suspending the effectiveness thereof
                  has been issued and no proceedings for that purpose have been
                  instituted or are pending or contemplated under the Securities
                  Act, (B) the registration statement, the related prospectus
                  and each amendment or supplement thereof comply as to form in
                  all material respects with the requirements of the Securities
                  Act (except that such counsel need not express any opinion as
                  to financial statements contained therein) and (C) to such
                  other effects as reasonably may be requested by counsel for
                  the underwriters or by such seller or its counsel and (ii) a
                  letter dated such date from the independent public accountants
                  retained by the Company, addressed to the underwriters and to
                  such seller, stating that they are independent public
                  accountants within the meaning of the Securities Act and that,
                  in the opinion of such accountants, the financial statements
                  of the Company included in the registration statement or the
                  prospectus, or any amendment or supplement thereof, comply as
                  to form in all material respects with the applicable
                  accounting requirements of the Securities Act, and such letter
                  shall additionally cover such other financial matters
                  (including information as to the period ending no more than
                  five business days prior to the date of such letter) with
                  respect to such registration as such underwriters reasonably
                  may request; and

         (h)      make available for inspection by each seller of Restricted
                  Stock, any underwriter participating in any distribution
                  pursuant to such registration statement, and any attorney,
                  accountant or other agent retained by such seller or
                  underwriter, all financial and other records, pertinent
                  corporate documents and properties of the Company, and cause
                  the Company's officers, directors and employees to supply all
                  information reasonably requested by any such seller,
                  underwriter, attorney, accountant or agent in connection with
                  such registration statement.

         For purposes of Section 7(a) and 7(b) and of Section 4(c), the period
         of distribution of Restricted Stock in a firm commitment underwritten
         public offering shall be deemed to extend until each underwriter has
         completed the distribution of all securities purchased by it, and the
         period of distribution of Restricted Stock in any other registration
         shall be deemed to extend until the earlier of the sale of all
         Restricted Stock covered thereby and 120 days after the effective date
         thereof.

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                                     -8-

         In connection with each registration hereunder, the sellers of
         Restricted Stock will furnish to the Company in writing such
         information with respect to themselves and the proposed distribution by
         them as reasonably shall be necessary in order to assure compliance
         with federal and applicable state securities laws.

         In connection with each registration pursuant to Sections 4, 5 or 6
         covering an underwritten public offering, the Company and each seller
         agree to enter into a written agreement with the managing underwriter
         selected in the manner herein provided in such form and containing such
         provisions as are customary in the securities business for such an
         arrangement between such underwriter and companies of the Company's
         size and investment stature.

8.       EXPENSES. All expenses incurred by the Company in complying with
         Sections 4, 5 and 6, including, without limitation, all registration
         and filing fees, printing expenses, fees and disbursements of counsel
         and independent public accountants for the Company, fees and expenses
         (including counsel fees) incurred in connection with complying with
         state securities or "blue sky" laws, fees of the National Association
         of Securities Dealers, Inc., transfer taxes, fees of transfer agents
         and registrars, costs of insurance and fees and disbursements of one
         counsel for the sellers of Restricted Stock, but excluding any Selling
         Expenses, are called "Registration Expenses". All underwriting
         discounts and selling commissions applicable to the sale of Restricted
         Stock are called "Selling Expenses".

         The Company will pay all Registration Expenses in connection with each
         registration statement under Sections 4, 5 or 6. All Selling Expenses
         in connection with each registration statement under Sections 4, 5 or 6
         shall be borne by the participating sellers in proportion to the number
         of shares sold by each, or by such participating sellers other than the
         Company (except to the extent the Company shall be a seller) as they
         may agree.

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                                     -9-

9.       INDEMNIFICATION AND CONTRIBUTION.

         (a)      In the event of a registration of any of the Restricted Stock
                  under the Securities Act pursuant to Sections 4, 5 or 6, the
                  Company will indemnify and hold harmless each seller of such
                  Restricted Stock thereunder, each underwriter of such
                  Restricted Stock thereunder and each other person, if any, who
                  controls such seller or underwriter within the meaning of the
                  Securities Act, against any losses, claims, damages or
                  liabilities, joint or several, to which such seller,
                  underwriter or controlling person may become subject under the
                  Securities Act or otherwise, insofar as such losses, claims,
                  damages or liabilities (or actions in respect thereof) arise
                  out of or are based upon any untrue statement or alleged
                  untrue statement of any material fact contained in any
                  registration statement under which such Restricted Stock was
                  registered under the Securities Act pursuant to Sections 4, 5
                  or 6, any preliminary prospectus or final prospectus contained
                  therein, or any amendment or supplement thereof, or arise out
                  of or are based upon 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, and
                  will reimburse each such seller, each such underwriter and
                  each such 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 Company will not be liable
                  in any such case if and to the extent that any such loss,
                  claim, damage or liability arises out of or is based upon an
                  untrue statement or alleged untrue statement or omission or
                  alleged omission so made in conformity with information
                  furnished by any such seller, any such underwriter or any such
                  controlling person in writing specifically for use in such
                  registration statement or prospectus.

         (b)      In the event of a registration of any of the Restricted Stock
                  under the Securities Act pursuant to Sections 4, 5 or 6, each
                  seller of such Restricted Stock thereunder, severally and not
                  jointly, will indemnify and hold harmless the Company, each
                  person, if any, who controls the Company within the meaning of
                  the Securities Act, each officer of the Company who signs the
                  registration statement, each director of the Company, each
                  underwriter and each person who controls any underwriter
                  within the meaning of the Securities Act, against all losses,
                  claims, damages or liabilities, joint or several, to which the
                  Company or such officer, director, underwriter or controlling
                  person may become subject under the Securities Act or
                  otherwise, insofar as such losses, claims, damages or
                  liabilities (or actions in respect thereof) arise out of or
                  are based upon any untrue statement or alleged untrue
                  statement of any material fact contained in the registration
                  statement under which such Restricted Stock was registered
                  under the Securities Act pursuant to Sections 4, 5 or 6, any
                  preliminary prospectus or final prospectus contained therein,
                  or any amendment or supplement thereof, or arise out of or are
                  based upon 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, and will reimburse
                  the Company and each such officer, director, underwriter and
                  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 such seller will be

<PAGE>

                                     -10-

                  liable hereunder in any such case if and only to the extent
                  that any such loss, claim, damage or liability arises out
                  of or is based upon an untrue statement or alleged untrue
                  statement or omission or alleged omission made in reliance
                  upon and in conformity with information pertaining to such
                  seller, as such, furnished in writing to the Company by
                  such seller specifically for use in such registration
                  statement or prospectus, and PROVIDED, FURTHER, HOWEVER,
                  that the liability of each seller hereunder shall not in
                  any event to exceed the net proceeds received by such
                  seller from the sale of Restricted Stock covered by such
                  registration statement.

         (c)      Promptly after receipt by an indemnified party hereunder of
                  notice of the commencement of any action, such indemnified
                  party shall, if a claim in respect thereof is to be made
                  against the indemnifying party hereunder, notify the
                  indemnifying party in writing thereof, but the omission so to
                  notify the indemnifying party shall not relieve it from any
                  liability which it may have to such indemnified party other
                  than under this Section 9 and shall only relieve it from any
                  liability which it may have to such indemnified party under
                  this Section 9 if and to the extent the indemnifying party is
                  prejudiced by such omission. In case any such action shall be
                  brought against any indemnified party and it shall notify the
                  indemnifying party of the commencement thereof, the
                  indemnifying party shall be entitled to participate in and, to
                  the extent it shall wish, to assume and undertake the defense
                  thereof with counsel satisfactory to such indemnified party,
                  and, after notice from the indemnifying party to such
                  indemnified party of its election so to assume and undertake
                  the defense thereof, the indemnifying party shall not be
                  liable to such indemnified party under this Section 9 for any
                  legal expenses subsequently incurred by such indemnified party
                  in connection with the defense thereof other than reasonable
                  costs of investigation and of liaison with counsel so
                  selected, PROVIDED, HOWEVER, that, if the defendants in any
                  such action include both the indemnified party and the
                  indemnifying party and the indemnified party shall have
                  reasonably concluded that there may be reasonable defenses
                  available to it which are different from or additional to
                  those available to the indemnifying party or if the interests
                  of the indemnified party reasonably may be deemed to conflict
                  with the interests of the indemnifying party, the indemnified
                  party shall have the right to select a separate counsel and to
                  assume such legal defenses and otherwise to participate in the
                  defense of such action, with the expenses and fees of such
                  separate counsel and other expenses related to such
                  participation to be reimbursed by the indemnifying party as
                  incurred.

         (d)      In order to provide for just and equitable contribution to
                  joint liability under the Securities Act in any case in which
                  either (i) any holder of Restricted Stock exercising rights
                  under this Agreement, or any controlling person of any such
                  holder, makes a claim for indemnification pursuant to this
                  Section 9 but it is judicially determined (by the entry of a
                  final judgment or decree by a court of competent jurisdiction
                  and the expiration of time to appeal or the denial of the last
                  right of appeal) that such indemnification may not be enforced
                  in such case notwithstanding the fact that this Section 9
                  provides for indemnification in such case, or (ii)
                  contribution under the Securities Act may be required on the
                  part of any such selling holder or any such controlling person
                  in circumstances for which

<PAGE>

                                     -11-

                  indemnification is provided under this Section 9; then, and
                  in each such case, the Company and such holder will
                  contribute to the aggregate losses, claims, damages or
                  liabilities to which they may be subject (after
                  contribution from others) in such proportion so that such
                  holder is responsible for the portion represented by the
                  percentage that the public offering price of its Restricted
                  Stock offered by the registration statement bears to the
                  public offering price of all securities offered by such
                  registration statement, and the Company is responsible for
                  the remaining portion; PROVIDED, HOWEVER, that, in any such
                  case, (A) no such holder will be required to contribute any
                  amount in excess of the public offering price of all such
                  Restricted Stock offered by it pursuant to such
                  registration statement; and (B) no person or entity guilty
                  of fraudulent misrepresentation (within the meaning of
                  Section 11(f) of the Securities Act) will be entitled to
                  contribution from any person or entity who was not guilty
                  of such fraudulent misrepresentation.

10.      CHANGES IN COMMON SHARES OR PREFERRED STOCK. If, and as often as, there
         is any change in the Common Shares or the Preferred Stock by way of a
         stock split, stock dividend, combination or reclassification, or
         through a merger, consolidation, reorganization amalgamation, or
         recapitalization, or by any other means, appropriate adjustment shall
         be made in the provisions hereof so that the rights and privileges
         granted hereby shall continue with respect to the Common Shares or the
         Preferred Stock as so changed.

11.A     RULE 144 REPORTING. With a view to making available the benefits of
         certain rules and regulations of the Commission which may at any time
         permit the sale of the Restricted Stock to the public without
         registration, at all times after 90 days after any registration
         statement covering a public offering of securities of the Company under
         the Securities Act shall have become effective, 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;

         (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; and

         (c)      furnish to each holder of Restricted Stock forthwith upon
                  request a written statement by the Company as to its
                  compliance with the reporting requirements of such Rule 144
                  and of the Securities Act and the Exchange Act, a copy of the
                  most recent annual or quarterly report of the Company, and
                  such other reports and documents so filed by the Company as
                  such holder may reasonably request in availing itself of any
                  rule or regulation of the Commission allowing such holder to
                  sell any Restricted Stock without registration.

11.B     CANADIAN SECURITIES LAW REQUIREMENTS

         With a view to making available the benefits of certain rules and
         regulations of the Canadian Securities Laws that may at any time permit
         the sale of the Restricted Stock to the public without the filing of a
         Prospectus, once a public market exists for the Common Shares, the
         Corporation agrees to use all reasonable efforts to:

<PAGE>

                                     -12-

         (a)      make and keep public information available, as those terms are
                  understood and defined under the Securities Act (Ontario), at
                  all times after the date the Corporation becomes a reporting
                  issuer under Canadian Securities Laws;

         (b)      file with the appropriate Canadian Securities Laws regulatory
                  authorities in a timely manner all reports and other documents
                  required of the Corporation under Canadian Securities Laws (at
                  any time after the date that the Corporation becomes a
                  reporting issuer under Canadian Securities Laws); and

         (c)      furnish to each holder of Restricted Stock forthwith upon
                  request (i) a written statement by the Corporation stating
                  that the Corporation is a reporting issuer and is not in
                  default of any requirement of Canadian Securities Laws (at any
                  time after the date that the Corporation becomes a reporting
                  issuer under Canadian Securities Laws), (ii) a copy of the
                  most recent annual or quarterly report of the Corporation, and
                  (iii) any other reports and documents of the Corporation and
                  other information in the possession of or reasonably obtained
                  by the Corporation as the holder of Restricted Stock may
                  reasonably request in order to avail itself of any of the
                  Canadian Securities Laws that allow such holder to sell
                  Restricted Stock without filing a Prospectus.

12. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company represents and
warrants to you as follows:

         (a)      The execution, delivery and performance of this Agreement by
                  the Company have been duly authorized by all requisite
                  corporate action and will not violate any provision of law,
                  any order of any court or other agency of government, the
                  Articles or By-laws of the Company or any provision of any
                  indenture, agreement or other instrument to which it or any or
                  its properties or assets is bound, conflict with, result in a
                  breach of or constitute (with due notice or lapse of time or
                  both) a default under any such indenture, agreement or other
                  instrument or result in the creation or imposition of any
                  lien, charge or encumbrance of any nature whatsoever upon any
                  of the properties or assets of the Company.

         (b)      This Agreement has been duly executed and delivered by the
                  Company and constitutes the legal, valid and binding
                  obligation of the Company, enforceable in accordance with its
                  terms.

<PAGE>

                                     -13-

13.      MISCELLANEOUS.

         (a)      All covenants and agreements contained in this Agreement by or
                  on behalf of any of the parties hereto shall bind and inure to
                  the benefit of the respective successors and assigns of the
                  parties hereto (including without limitation transferees of
                  any Preferred Shares or Restricted Stock), whether so
                  expressed or not, PROVIDED, HOWEVER, that registration rights
                  conferred herein on the holders of Preferred Shares or
                  Restricted Stock shall only inure to the benefit of a
                  transferee of Preferred Shares or Restricted Stock if (i)
                  there is transferred to such transferee at least 20% of the
                  total shares of Restricted Stock originally issued pursuant to
                  the Purchase Agreements to the direct or indirect transferor
                  of such transferee or (ii) such transferee is a partner,
                  member, shareholder or affiliate of a party hereto.

         (b)      All notices, requests, consents and other communications
                  hereunder shall be in writing and shall be delivered in
                  person, mailed by certified or registered mail, return receipt
                  requested, or sent by telecopier or telex, addressed as
                  follows:

                  (i)      if to the Company or any other party hereto, at the
                           address of such party set forth in the Purchase
                           Agreements;

                  (ii)     if to any subsequent holder of Preferred Shares or
                           Restricted Stock, to it at such address as may have
                           been furnished to the Company in writing by such
                           holder;

                  or, in any case, at such other address or addresses as shall
                  have been furnished in writing to the Company (in the case of
                  a holder of Preferred Shares or Restricted Stock) or to the
                  holders of Preferred Shares or Restricted Stock (in the case
                  of the Company) in accordance with the provisions of this
                  paragraph.

         (c)      This Agreement shall be governed by and construed in
                  accordance with the laws of the Province of Ontario and the
                  laws of Canada applicable therein. Each of the parties hereby
                  irrevocably attorns to the jurisdiction of the courts of the
                  Province of Ontario.

         (d)      This Agreement may not be amended or modified, and no
                  provision hereof may be waived, without the written consent of
                  the Company and the holders of at least two-thirds of the
                  outstanding shares of Restricted Stock.

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

         (f)      The obligations of the Company to register shares of
                  Restricted Stock under Sections 4, 5 or 6 shall terminate on
                  the fifteenth anniversary of the date of this Agreement.

         (g)      If requested in writing by the underwriters for the initial
                  underwritten public offering of securities of the Company,
                  each holder of Restricted Stock who is a

<PAGE>

                                     -14-

                  party to this Agreement shall agree not to sell publicly
                  any shares of Restricted Stock or any other shares of
                  Common Shares (other than shares of Restricted Stock or
                  other shares of Common Shares being registered in such
                  offering), without the consent of such underwriters, for a
                  period of not more than 90 days following the effective
                  date of the registration statement relating to such
                  offering; PROVIDED, HOWEVER, that all persons entitled to
                  registration rights with respect to shares of Common Shares
                  who are not parties to this Agreement, all other persons
                  selling shares of Common Shares in such offering, all
                  persons holding in excess of 1% of the capital stock of the
                  Company on a fully diluted basis and all executive officers
                  and directors of the Company shall also have agreed not to
                  sell publicly their Common Shares under the circumstances
                  and pursuant to the terms set forth in this Section 13(g).

         (h)      Notwithstanding the provisions of Section 7(a), the Company's
                  obligation to file a registration statement, or cause such
                  registration statement to become and remain effective, shall
                  be suspended for a period not to exceed 90 days in any
                  24-month period if there exists at the time material
                  non-public information relating to the Company which, in the
                  reasonable opinion of the Company, should not be disclosed.

         (i)      The Company shall not grant to any third party any
                  registration rights more favorable than or inconsistent with
                  any of those contained herein, so long as any of the
                  registration rights under this Agreement remains in effect.

         (j)      If any provision of this Agreement shall be held to be
                  illegal, invalid or unenforceable, such illegality, invalidity
                  or unenforceability shall attach only to such provision and
                  shall not in any manner affect or render illegal, invalid or
                  unenforceable any other provision of this Agreement, and this
                  Agreement shall be carried out as if any such illegal, invalid
                  or unenforceable provision were not contained herein.

         Please indicate your acceptance of the foregoing by signing and
         returning the enclosed counterpart of this letter, whereupon this
         Agreement shall be a binding agreement between the Company and you.

                                           Very truly yours,

                                           CHANGEPOINT CORPORATION

                                           By:_______________________________
                                              Gerry Smith

                                           Title: President
                                                 ____________________________

<PAGE>

                                     -15-


         AGREED TO AND ACCEPTED as of the date first above written.

         Purchasers named in Schedule 1 to the Purchase Agreements:


                                           __________________________________


                                           By: ______________________________


                                           Title: ___________________________


                                           By: ______________________________


                                           Title: ___________________________