REGISTRATION RIGHTS AGREEMENT

         This Registration Rights Agreement is made as of this 13th day of
February, 2002, by and among COMC, Inc., a Delaware corporation (the "Company"),
__________________________, and each of the investors listed on Schedule A
attached (collectively, the "Investors").

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


         1.1.  COMMISSION means the Securities and Exchange  Commission,  or any
other  federal  agency  at the time  administering  the  Securities  Act and the
Exchange Act.

         1.2. COMMON STOCK means the Company's Common Stock, $.01 par value.

         1.3.  EXCHANGE  ACT  means  the  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.

         1.4.  PERSON  means  an  individual,  corporation,  partnership,  joint
venture, trust, or unincorporated organization, or a government or any agency or
political subdivision thereof.

         1.5.  REGISTRABLE  SECURITIES means any shares of Common Stock owned as
of the date hereof or acquired  hereafter  by  Investors  or by their  permitted
successors  and  assigns,  including  but not limited to shares of Common  Stock
issued to Investors  pursuant to the Stock Purchase  Agreements,  dated February
13, 2002 between the Company and each of Investors but excluding any such shares
of  Common  Stock  that  have  been (a)  sold by such  parties  other  than to a
permitted  transferee  of  Investors,  as  defined  in  Section  5  hereof,  (b)
registered  under the  Securities  Act  pursuant  to an  effective  registration
statement filed  thereunder and disposed of in accordance with the  registration
statement  covering such shares of Common Stock or (c) publicly sold pursuant to
Rule 144 of the Securities Act.

         1.6.  SECURITIES ACT means the  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.

2. REGISTRATION RIGHTS

         SECTION 2.1. REQUESTED REGISTRATIONS.

         (a) REQUEST FOR REGISTRATION. If at any time after the date hereof, the
Company  shall  receive  from  the  Investors,  holding  at  least  20%  of  the
Registrable   Securities,   a  written  request  that  the  Company  effect  any
registration  with respect to all or a part of the Registrable  Securities,  the
Company shall do the following:

     (i) within ten (10) days of receipt of such request from such  Investor(s),
give written notice of the proposed registration to any other Investors; and

     (ii) as soon as  practicable,  but in any event no later than  ninety  (90)
days after  receipt of such request from the  Investor(s),  file a  registration
statement  with  the  Commission,  and use  its  best  efforts  to  effect  such
registration,  including, without limitation, the execution of an undertaking to
file post-effective amendments,  appropriate qualification under applicable blue
sky or other  state  securities  laws  (except  that the  Company  shall  not be
required to qualify the offering under the blue sky laws of any  jurisdiction in
which the Company  would be required to execute a general  consent to service of
process unless the Company is already subject to service in such  jurisdiction),
and  appropriate   compliance  with  applicable  regulations  issued  under  the
Securities  Act, as may be so requested  and as would permit or  facilitate  the
sale and  distribution  of all  Registrable  Securities as are specified in such
request,  together with all Registrable Securities of any other Investor joining
in such  request as are  specified in a written  request by the other  Investors
within twenty (20) days after receipt of such written notice from the Company.

(b) UNDERWRITING.

     (i) If the  registration  of  which  the  Investors  give  notice  is for a
registered  public offering  involving an  underwriting,  the Investors shall so
advise the Company as a part of their  request made  pursuant to Section  2.1(a)
above.  The Company shall include such  information in the written notice of the
Company  referred  to in  Section  2.1(a)(i)  above,  including  the name of the
underwriter or representative  thereof selected for such  underwriting.  In such
event,  the right of any Investor to  registration  pursuant to this Section 2.1
shall be conditioned upon such Investor  participating in such  underwriting and
the inclusion of such Investor's  Registrable Securities in such underwriting to
the extent provided herein. Any underwriter  requested by the Investors shall be
subject to the Company's approval.

     (ii) The Company shall (together with all Investors proposing to distribute
their  Registrable   Securities  through  such   underwriting)   enter  into  an
underwriting  agreement in customary form with the underwriter or representative
thereof selected for such underwriting.  Notwithstanding  any other provision of
this Section  2.1, if the  underwriter  or  representative  thereof  advises the
Investors  in  writing  that,  in  its  opinion,  marketing  factors  require  a
limitation on the number of shares to be  underwritten,  the number of shares of
Registrable  Securities that are entitled to be included in the registration and
underwriting  shall be allocated in the following manner:  the securities of the
Company held by officers or directors (other than Registrable Securities) of the
Company and other stockholders, and the securities to be sold by the Company for
its own  account  shall be  excluded  from such  registration  to the  extent so
required  by such  limitation,  and if a  limitation  of the number of shares is
still  required,  the  number of shares of  Registrable  Securities  that may be


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<PAGE>

included in the  registration  and  underwriting  shall be  allocated  among all
Investors in proportion, as nearly as practicable,  to the respective amounts of
Registrable  Securities  which  they  had  requested  to  be  included  in  such
registration at the time of filing the  registration  statement.  No Registrable
Securities or any other  securities  excluded from the underwriting by reason of
the underwriter's  marketing  limitation shall be included in such registration.
If the Company or any holder of  Registrable  Securities,  officer,  director or
other  stockholder who has requested  inclusion in such registration as provided
above disapproves of the terms of any such  underwriting,  such person may elect
to withdraw therefrom by written notice to the Company,  the underwriter and the
other  Investors.  The  securities  so withdrawn  shall also be  withdrawn  from
registration. Any Registrable Securities or other securities excluded shall also
be withdrawn from such registration.

         SECTION  2.2.  PIGGYBACK  REGISTRATIONS.  If at any time or  times  the
Company  shall  determine  to  register  any of its Common  Stock or  securities
convertible  into or  exchangeable  for Common Stock under the  Securities  Act,
whether in  connection  with a public  offering of  securities by the Company (a
"primary  offering"),  a public  offering  thereof by stockholders (a "secondary
offering"),  or both (but not in connection with a registration  effected solely
to implement an employee  benefit plan or a transaction to which Rule 145 or any
other similar rule of the Commission  under the  Securities Act is  applicable),
the Company will promptly give written notice thereof to the Investors, and will
use its best efforts to effect the registration  under the Securities Act of all
Registrable Securities which Investors may request in a writing delivered to the
Company  within  fifteen  (15)  days  after  the  notice  given by the  Company;
provided;  however,  that in the event that any  registration  pursuant  to this
Section 2.1 shall be, in whole or in part, an  underwritten  public  offering of
Common Stock,  the number of shares of Registrable  Securities to be included in
such an  underwriting  may be reduced  (pro rata among  Investors  and any other
holder of Registrable  Securities based upon the number of shares of Registrable
Securities  owned by Investors  and 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, prior to any such reduction,  the Company shall first
exclude from such  registration,  in the following  order,  all shares of Common
Stock  sought to be  included  therein by (i) any holder  thereof not having any
such contractual,  incidental  registration  rights, and (ii) any holder thereof
having contractual,  incidental registration rights subordinate or junior to the
rights of Investors.

         SECTION  2.3.  REGISTRATION  EXPENSES.  In the event of a  registration
described in Section 2.1, all reasonable  expenses of registration  and offering
of  Investors  including,  without  limitation,   printing  expenses,  fees  and
disbursements  of counsel,  including  counsel for  Investors,  and  independent
public  accountants,  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. and fees of transfer agents and
registrars),  shall be borne by the Investors  and each of the  Investors  shall
bear  underwriting  commissions  and discounts  attributable  to his Registrable
Securities being registered.



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<PAGE>

         SECTION 2.4. FURTHER  OBLIGATIONS OF THE COMPANY.  Whenever,  under the
preceding  sections of this  Agreement,  the Company is  required  hereunder  to
register Registrable Securities, it agrees that it shall also do the following:

         (a) Use its best  efforts to  diligently  prepare  for filing  with the
Commission a registration  statement and such amendments and supplements to said
registration statement and the prospectus used in connection therewith as may be
necessary to keep said registration statement effective for a period of at least
270 days and to comply with the provisions of the Securities Act with respect to
the sale of  securities  covered by said  registration  statement for the period
necessary to complete the proposed public offering;

         (b)  Furnish to  Investors  such copies of each  preliminary  and final
prospectus  and such other  documents as such holder may  reasonably  request to
facilitate the public offering of his Registrable Securities;

         (c) Enter into any  underwriting  agreement with provisions  reasonably
required by the  proposed  underwriter  for  Investor,  if any,  and  reasonably
acceptable to the Company; and

         (d) Use its  best  efforts  to  register  or  qualify  the  Registrable
Securities  covered  by said  registration  statement  under the  securities  or
"blue-sky" laws of such jurisdictions as Investor may reasonably request.

3. INDEMNIFICATION.

         Incident to any registration referred to in this Agreement, and subject
to applicable law, the Company will indemnify each  underwriter,  each Investor,
and each person controlling any of them against all claims,  losses, damages and
liabilities,   including  legal  and  other  expenses   reasonably  incurred  in
investigating or defending against the same, arising out of any untrue statement
of a material fact contained in any prospectus or other document  (including any
related registration statement) or any omission to state therein a material fact
required to be stated  therein or necessary to make the  statements  therein not
misleading,  or arising out of any  violation  by the Company of the  Securities
Act,  any  state  securities  or  "blue-sky"  laws  or any  rule  or  regulation
thereunder in connection  with such  registration,  PROVIDED  HOWEVER,  that the
Company will not be liable in any case to the extent that any such claim,  loss,
damage or liability (i) may have been caused by an untrue  statement or omission
which is based upon information furnished in writing to the Company by Investors
expressly  for use  therein,  or (ii) may have been  suffered or incurred by the
Company and  resulted  from an action,  claim or suit by a Person who  purchased
Registrable  Securities  or  other  securities  of the  Company  from any of the
Investors in reliance upon any untrue  statement or omission which was contained
or made in any  preliminary  prospectus  furnished by Investor to such Person in
connection with such  registration and which was corrected in a final prospectus
which such  Investor  possessed,  but which such  Investor  failed to deliver or
provide  a copy of such  final  prospectus  to such  Person  at or  prior to the
confirmation  of the sale of any such  Registrable  Securities in any case where
such  delivery  is  required  by  the  Securities  Act.  In  the  event  of  any
registration  of any of the  Registrable  Securities  under the  Securities  Act
pursuant to this  Agreement,  each Investor will indemnify and hold harmless the


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Company,  each of its directors and officers and each  underwriter  (if any) and
each person, if any, who controls the Company or any such underwriter within the
meaning of the  Securities  Act or the Exchange  Act against any claim,  losses,
damages and liabilities,  including legal and other expenses reasonably incurred
in investigating or defending it against the same, (i) arising out of any untrue
statement of a material  fact  contained  in any  prospectus  or other  document
(including any related registration  statement) or any omission to state therein
a material fact required to be stated therein or necessary to make the statement
therein not  misleading,  if the statement or omission was made in reliance upon
and in conformity with information  furnished in writing to the Company by or on
behalf of such Investor, specifically for use in connection with the preparation
of such registration  statement,  prospectus,  amendment or supplement,  or (ii)
which may have been suffered or incurred by the Company and which  resulted from
an action,  claim or suit by a Person who  purchased  Registrable  Securities or
other  securities  of the Company  from  Investor  in  reliance  upon any untrue
statement or omission which was contained or made in any preliminary  prospectus
furnished  by such  Investor to such Person and which was  corrected  in a final
prospectus which Investor  possessed,  but which such Investor failed to deliver
or provide a copy of such  final  prospectus  to such  Person at or prior to the
confirmation  of the sale of any such  Registrable  Securities in any case where
such delivery is required by the Securities  Act;  PROVIDED,  HOWEVER,  that the
obligations  of each Investor  hereunder  shall be limited to an amount equal to
the proceeds to such Investor of  Registrable  Securities  sold as  contemplated
herein.

4. RULE 144 REQUIREMENTS.

         If the Company remains subject to the reporting  requirements of either
Section 13 or Section  15(d) of the Exchange  Act, the Company will use its best
efforts to file with the  Commission  such  information  as the  Commission  may
require under either of said sections;  and in such event, the Company shall use
its best  efforts to take all action as may be required  as a  condition  to the
availability of Rule 144 of the Securities Act (or any successor  exemptive rule
hereinafter in effect). The Company shall furnish to such Investor upon request,
a written  statement  executed  by the  Company  as to the steps it has taken to
comply with the current public information requirements of Rule 144.

5. TRANSFER OF REGISTRATION RIGHTS.

         The  registration  rights of  Investors  under  this  Agreement  may be
transferred to any transferee of any Registrable Securities, who (i) is a holder
of Registrable Securities as of the date of this Agreement, (ii) is an affiliate
of an entity that holds Registrable Securities, as "affiliate" is defined in the
Investment  Company Act of 1940, as of the date of this  Agreement  (including a
partner of such holder), or (iii) acquires at least 10,000 shares of Registrable
Securities  (as adjusted for stock splits,  stock  dividends,  reclassification,
recapitalizations or other similar events). Each such transferee shall be deemed
to be an "Investor" for purposes of this Agreement;  PROVIDED,  HOWEVER, that no
transfer of  registration  rights by Investor  pursuant to this  Section 5 shall
create any additional  rights in the  transferee  beyond those rights granted to
Investors pursuant to this Agreement.



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<PAGE>

6. MISCELLANEOUS

         SECTION 6.1. DAMAGES.  The Company recognizes and agrees that Investors
will not have an  adequate  remedy  if the  Company  fails to  comply  with this
Agreement  and that  damages may not be readily  ascertainable,  and the Company
expressly  agrees  that,  in the event of such  failure,  it shall not oppose an
application  by any  Investor  requiring  specific  performance  of any  and all
provisions  hereof or enjoining  the Company from  continuing to commit any such
breach of this Agreement.

         SECTION 6.2. NO WAIVER, CUMULATIVE REMEDIES. No failure or delay on the
part of any party to this  Agreement in  exercising  any right,  power or remedy
hereunder  shall  operate as a waiver  thereof,  nor shall any single or partial
exercise  of any such  right,  power or remedy  preclude  any  other or  further
exercise thereof or the exercise of any other right,  power or remedy hereunder.
The remedies  herein  provided are  cumulative and not exclusive of any remedies
provided by law.

         SECTION 6.3.  AMENDMENTS AND WAIVERS.  Except as hereinafter  provided,
amendments to this  Agreement  shall require and shall be effective upon receipt
of the written consent of both the Company and Investors.  Except as hereinafter
provided,  compliance  with any  covenant or  provision  set forth herein may be
waived  upon  written  consent  by the party or parties  whose  rights are being
waived.  Any  waiver or  amendments  may be given  subject  to  satisfaction  of
conditions  stated therein and any waiver or amendments  shall be effective only
in the specific instance and for the specific purpose for which given.

         SECTION  6.4.  NOTICES.  As the terms  "notice" or  "notices"  are used
herein as  between  the  parties,  such  term  shall  mean a  written  document,
explaining  the  reason for the  notice,  and the same shall be mailed by United
States Postal Service Via Certified Mail, Return Receipt Requested, addressed as
follows:

         If to the Company:             Chris Smith, President & CEO
                                        COMC, Inc.
                                        2840 Howe Road, Suite D
                                        Martinez, CA 94553

         with a copy to:                Scott C. Smith, Esq.
                                        McCutchen, Doyle, Brown & Enersen, LLP
                                        Three Embarcadero Center
                                        San Francisco, CA 94111

         If to  Investors:  to the  respective  address  set forth on Schedule I
attached hereto,

Such notice shall be deemed to have been given on the date placed in the U.S.
Mails, and sent by fax to counsel, whether actually received by the addressee or
not. The parties shall, as a matter of convenience and courtesy, send each party
receiving notice a copy of said notice by facsimile or other electronic means,
or by courier, Federal Express, or similar service, but such notifications shall
not be deemed lawful "notice" as required hereby. The parties may, from time to
time, amend the above addresses and names by written notice to the other party.



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<PAGE>

         SECTION  6.5.  BINDING  EFFECT,  ASSIGNMENT.  This  Agreement  shall be
binding upon and inure to the benefit of the parties hereto and their respective
heirs,  successors and assigns, except that the Company shall not have the right
to delegate its obligations  hereunder or to assign its rights  hereunder or any
interest herein without the prior written consent of all of the Investors.

         SECTION 6.6. PRIOR  AGREEMENTS.  This Agreement  constitutes the entire
agreement  between  the  parties  and  supersedes  any prior  understandings  or
agreements concerning the subject matter hereof.

         SECTION  6.7.  SEVERABILITY.  The  provisions  of  this  Agreement  are
severable  and,  in the event  that any court of  competent  jurisdiction  shall
determine  that  any  one or  more of the  provisions  or  part  of a  provision
contained  in this  Agreement,  shall,  for any  reason,  be held to be invalid,
illegal  or  unenforceable  in  any  respect,  such  invalidity,  illegality  or
unenforceability  shall not affect any other provision or part of a provision of
this Agreement, but instead this Agreement shall be reformed and construed as if
such invalid or illegal or unenforceable  provision, or part of a provision, had
never been  contained  herein,  and such  provisions or part reformed so that it
would be valid, legal and enforceable to the maximum extent possible.

         SECTION 6.8.  GOVERNING  LAW. This  Agreement  shall be governed by and
construed in accordance with the substantive laws of the State of California.

         SECTION 6.9. HEADINGS. Article, section and subsection headings in this
Agreement are included  herein for  convenience  of reference only and shall not
constitute a part of this Agreement for any other purpose.

         SECTION 6.10. COUNTERPARTS. This Agreement maybe executed in any number
of  counterparts,  all of which taken together shall constitute one and the same
instrument,  and any of the parties hereto may execute this Agreement by signing
any such counterpart.

         SECTION  6.11.  FURTHER  ASSURANCES.  From and  after  the date of this
Agreement, upon the request of any party hereto, the other parties shall execute
and deliver such instruments,  documents and other writings as may be reasonably
necessary  or  desirable  to confirm and carry out and to  effectuate  fully the
intent and purposes of this Agreement.

COMC, Inc.

By:
    ------------------------------------
       Name:  Christopher R. Smith
       Title: Chief Executive Officer

INVESTORS:


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