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                                                                   EXHIBIT 10.37

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                                 EUPHONIX, INC.
                               220 PORTAGE AVENUE
                           PALO ALTO, CALIFORNIA 94306

                          REGISTRATION RIGHTS AGREEMENT

                                DECEMBER __, 2000








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                               TABLE OF CONTENTS
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                                                                                               PAGE
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<S>            <C>                                                                             <C>
SECTION 1      Restrictions on Transferability of Securities;  Compliance with Securities
               Act; Registration Rights..........................................................1

        1.1    Restrictions on Transferability...................................................1
        1.2    Certain Definitions...............................................................1
        1.3    Restrictive Legend................................................................3
        1.4    Restrictions on Transfer; Notice of Proposed Transfers............................3
        1.5    Requested Registration............................................................4
        1.6    Company Registration..............................................................6
        1.7    Expenses of Registration..........................................................7
        1.8    Registration Procedures...........................................................8
        1.9    Indemnification...................................................................8
        1.10   Information by Holder............................................................10
        1.11   Rule 144 Reporting...............................................................10
        1.12   Transfer of Registration Rights..................................................10
        1.13   Termination of Registration Rights...............................................11

SECTION 2      Miscellaneous....................................................................11

        2.1    Governing Law....................................................................11
        2.2    Survival.........................................................................11
        2.3    Successors and Assigns...........................................................11
        2.4    Entire Agreement; Amendment......................................................11
        2.5    Notices, etc.....................................................................11
        2.6    Delays or Omissions..............................................................12
        2.7    Counterparts.....................................................................12
        2.8    Severability.....................................................................12
        2.9    Titles and Subtitles.............................................................12
        2.10   Attorney's Fees..................................................................12
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                                 EUPHONIX, INC.

                          REGISTRATION RIGHTS AGREEMENT


        This Registration Rights Agreement (the "Agreement") is made as of
December __, 2000 between Euphonix, Inc., a California corporation (the
"Company") and the Investors (the "Investors") pursuant to the Secured
Promissory Note dated December 29, 2000 (the "Note") between the Company and the
Investors.

        The Investors agree to be bound by all of the terms and conditions of
this Agreement.

        NOW, THEREFORE, the parties agree as follows:


                                    SECTION 1

                 RESTRICTIONS ON TRANSFERABILITY OF SECURITIES;
               COMPLIANCE WITH SECURITIES ACT; REGISTRATION RIGHTS

        1.1    RESTRICTIONS ON TRANSFERABILITY. The Common Stock issued upon
conversion of the Note shall not be sold, assigned, transferred or pledged
except upon the conditions specified in this Section 1, which conditions are
intended to ensure compliance with the provisions of the Securities Act (as
defined below). The Investors will cause any proposed purchaser, assignee,
transferee, or pledgee of any such shares held by the Investors to agree to take
and hold such securities subject to the provisions and upon the conditions
specified in this Section 1.

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

               "Closing Date" shall mean the date of the first conversion of the
Note into Common Stock pursuant to the Note.

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

               "Common Stock" shall mean the Common Stock of the Company, par
value $0.001 per share.

               "Holder" shall mean (i) any Investor holding Registrable
Securities and (ii) any person holding Registrable Securities to whom the rights
under this Section 1 have been transferred in accordance with Section 1.12
hereof.

<PAGE>   4


               "Initiating Holders" shall mean Holders or transferees of any
Holders under Section 1.12 hereof who in the aggregate are Holders of greater
than 50% of the Registrable Securities.

               "Registrable Securities" means (i) the Common Stock issued
pursuant to the Note and Warrants and (ii) any Common Stock of the Company
issued or issuable in respect of such Common Stock upon any stock split, stock
dividend, recapitalization, or similar event, or any Common Stock otherwise
issuable with respect to such Common Stock; provided, however, that shares of
Common Stock, or other securities shall only be treated as Registrable
Securities if and so long as they have not been (A) sold to or through a broker
or dealer or underwriter in a public distribution or a public securities
transaction, whether in a registered offering, Rule 144 or otherwise, or (B)
sold or are, in the opinion of counsel for the Company, available for sale in a
single transaction exempt from the registration and prospectus delivery
requirements of the Securities Act so that all transfer restrictions and
restrictive legends with respect thereto are removed upon the consummation of
such sale.

               The terms "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 the
effectiveness of such registration statement.

               "Registration Expenses" shall mean all expenses, except as
otherwise stated below, incurred by the Company in complying with Sections 1.5
and 1.6 hereof, including, without limitation, all registration, qualification
and filing fees, printing expenses, escrow fees, fees and disbursements of
counsel for the Company, blue sky fees and expenses, 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), and the reasonable fees and disbursements if one counsel
for all Holders not to exceed $20,000.

               "Restricted Securities" shall mean the securities of the Company
required to bear the legend set forth in Section 1.3 hereof.

               "Securities Act" shall mean 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.

               "Selling Expenses" shall mean all underwriting discounts, selling
commissions and stock transfer taxes applicable to the securities registered by
the Holders and all reasonable fees and disbursements of counsel for any Holder.

               "Total Voting Power" of the Company shall mean the total number
of the votes which may be cast in the election of directors of the Company at
any meeting of stockholders if all securities entitled to vote in this election
of directors were present and voted at such meeting.

               "Voting Securities" shall mean all securities of the Company
entitled to vote in the election of directors of the Company and all securities
of the Company convertible into, exchangeable or exercisable for shares of
Common Stock.

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               "Warrants" shall mean the Common Stock Warrants issued to the
Purchasers pursuant to Section G.2 of the Note.

        1.3    RESTRICTIVE LEGEND. Each certificate representing (i) the Common
Stock issued pursuant to the Note and (ii) any other securities issued in
respect of such Common Stock upon any stock split, stock dividend,
recapitalization, merger, consolidation or similar event, shall (unless
otherwise permitted by the provisions of Section 1.4 below) be stamped or
otherwise imprinted with a legend in the following form (in addition to any
legend required under applicable state securities laws):

               THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR
               INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
               OF 1933. SUCH SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE
               ABSENCE OF SUCH REGISTRATION UNLESS THE COMPANY RECEIVES AN
               OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT STATING THAT SUCH
               SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS
               DELIVERY REQUIREMENTS OF SAID ACT.

               THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN
               RESTRICTIONS ON TRANSFER AS SET FORTH IN THE REGISTRATION RIGHTS
               AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE
               SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE
               OF THE ISSUER. SUCH TRANSFER RESTRICTIONS ARE BINDING ON
               TRANSFEREES OF THESE SHARES.

               Each Holder consents to the Company making a notation on its
records and giving instructions to any transfer agent of the Common Stock in
order to implement the restrictions on transfer established in this Section 1.

        1.4    RESTRICTIONS ON TRANSFER; NOTICE OF PROPOSED TRANSFERS. The
holder of each certificate representing Restricted Securities by acceptance
thereof agrees to comply in all respects with the provisions of this Section
1.4. Prior to any proposed sale, assignment, transfer or pledge of any
Restricted Securities (other than (i) a transfer not involving a change in
beneficial ownership, (ii) in transactions involving the distribution without
consideration of Restricted Securities by the Holder to any of its partners, or
retired partners, or to the estate of any of its partners or retired partners,
(iii) any transfer by any Holder to (A) any individual or entity controlled by,
controlling, or under common control with, such Holder or (B) any individual or
entity with respect to which such Holder (or any person controlled by,
controlling, or under common control with, such Holder) has the power to direct
investment decisions, (iv) to the spouse of a holder of Restricted Securities,
or (v) in transactions in compliance with Rule 144, provided, in each case, that
the transferee agrees in writing to be subject to the terms hereof), and unless
there is in effect a registration statement under the Securities Act covering
the proposed transfer, the holder thereof shall give written notice to the
Company of such holder's intention to effect such transfer, sale, assignment or
pledge. Each such notice shall describe the manner and circumstances of the
proposed transfer, sale, assignment or

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pledge in sufficient detail, and, if requested by the Company, shall be
accompanied, at such holder's expense, by an unqualified written opinion of
legal counsel who shall be, and whose legal opinion shall be, reasonably
satisfactory to the Company addressed to the Company, to the effect that the
proposed transfer of the Restricted Securities may be effected without
registration under the Securities Act, whereupon the holder of such Restricted
Securities shall be entitled to transfer such Restricted Securities in
accordance with the terms of the notice delivered by the holder to the Company.
It is agreed that the Company will not request an opinion of counsel for the
Holder for transactions made in reliance on Rule 144 under the Securities Act
except in unusual circumstances, the existence of which shall be determined in
good faith by the Board of Directors of the Company. Each certificate evidencing
the Restricted Securities transferred as above provided shall bear, except if
such transfer is made pursuant to Rule 144, the appropriate restrictive legend
set forth in Section 1.3 above, except that such certificate shall not bear such
restrictive legend if in the opinion of counsel for such holder and the Company
such legend is not required in order to establish compliance with any provision
of the Securities Act.

        1.5    REQUESTED REGISTRATION.

               (a)    Request for Registration. In case the Company shall
receive from Initiating Holders a written request that the Company effect any
registration, qualification or compliance with respect to the Registrable
Securities, the Company will:

                      (i)  promptly give written notice of the proposed
registration, qualification or compliance to all other Holders; and

                      (ii) as soon as practicable, use its best efforts to
effect such registration, qualification or compliance (including, without
limitation, appropriate qualification under applicable blue sky or other state
securities laws and appropriate compliance with applicable regulations issued
under the Securities Act and any other governmental requirements or regulations)
as may be so requested and as would permit or facilitate the sale and
distribution of all or such portion of such Registrable Securities as are
specified in such request, together with all or such portion of the Registrable
Securities of any Holder or Holders joining in such request as are specified in
a written request received by the Company within twenty (20) days after receipt
of such written notice from the Company;

                      Provided, however, that the Company shall not be obligated
to take any action to effect any such registration, qualification or compliance
pursuant to this Section 1.5:

                           (A) In any particular jurisdiction in which the
Company would be required to execute a general consent to service of process in
effecting such registration, qualification or compliance unless the Company is
already subject to service in such jurisdiction and except as may be required by
the Securities Act;

                           (B) Prior to six (6) months after the Closing Date;

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                           (C) During the period starting with the date sixty
(60) days prior to the Company's estimated date of filing of, and ending on the
date six (6) months immediately following the effective date of, any
registration statement pertaining to securities of the Company (other than a
registration of securities in a Rule 145 transaction or with respect to an
employee benefit plan), provided that the Company is actively employing in good
faith all reasonable efforts to cause such registration statement to become
effective;

                           (D) Unless the aggregate number of shares of
Registrable Securities sought to be registered by all Initiating Holders and
other Holders pursuant to this Section 1.5 is greater than one (1) million
shares;

                           (E) After the Company has effected one (1) such
registration pursuant to this subparagraph 1.5(a), and such registration has
been declared or ordered effective; or

                           (F) If the Company shall furnish to such Holders a
certificate signed by the President of the Company stating that in the good
faith judgment of the Board of Directors it would be seriously detrimental to
the Company or its shareholders for a registration statement to be filed in the
near future, then the Company's obligation to use its best efforts to register,
qualify or comply under this Section 1.5 shall be deferred for a period not to
exceed 120 days from the date of receipt of written request from the Initiating
Holders; provided that the Company may not exercise this deferral right more
than once per twelve (12) month period.

                      Subject to the foregoing clauses (A) through (F), the
Company shall file a registration statement covering the Registrable Securities
so requested to be registered as soon as practicable, after receipt of the
request or requests of the Initiating Holders, but in any event within 120 days
of such request.

               (b)    Underwriting. In the event that a registration pursuant to
Section 1.5 is for a registered public offering involving an underwriting, the
Company shall so advise the Holders as part of the notice given pursuant to
Section 1.5(a)(i). In such event, the right of any Holder to registration
pursuant to Section 1.5 shall be conditioned upon such Holder's participation in
the underwriting arrangements required by this Section 1.5, and the inclusion of
such Holder's Registrable Securities in the underwriting to the extent requested
shall be limited to the extent provided herein.

                      The Company shall (together with all Holders proposing to
distribute their securities through such underwriting) enter into an
underwriting agreement in customary form with the managing underwriter selected
for such underwriting by a majority in interest of the Initiating Holders, but
subject to the Company's reasonable approval. Notwithstanding any other
provision of this Section 1.5, if the managing underwriter advises the
Initiating Holders in writing that marketing factors require a limitation of the
number of shares to be underwritten, then (i) any securities requested to be
registered by persons other than Holders (as defined herein) or the Holders of
Registrable Securities (as such terms are defined in that certain Modification
Agreement, dated November 6, 1991 (the "Modification Agreement"), by and between
the Company, the First Series A Purchasers, the Second Series A Purchasers, the
Series B Purchasers, the Series C Purchasers and

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the Affiliates (each as defined in the Modification Agreement)) shall be limited
(or excluded entirely) on a pro rata basis from such registration, and (ii) if
the managing underwriter determines that a further limitation is required, the
Company shall so advise all Holders of Registrable Securities under this
Agreement and the Holders of Registrable Securities under the Modification
Agreement and the number of shares of Registrable Securities (including those
under the Modification Agreement) that may be included in the registration and
underwriting shall be allocated among all Holders under this Agreement and
Holders under the Modification Agreement in proportion, as nearly as
practicable, to the respective amounts of Registrable Securities held by such
Holders at the time of filing the registration statement. No Registrable
Securities (including those under the Modification Agreement) excluded from the
underwriting by reason of the underwriter's marketing limitation shall be
included in such registration. To facilitate the allocation of shares in
accordance with the above provisions, the Company or the underwriters may round
the number of shares allocated to any Holder (both under this Agreement and the
Modification Agreement) to the nearest 100 shares.

                      If any Holder of Registrable Securities disapproves of the
terms of the underwriting, such person may elect to withdraw therefrom by
written notice to the Company, the managing underwriter and the Initiating
Holders. The Registrable Securities and/or other securities so withdrawn shall
also be withdrawn from registration, and such Registrable Securities shall not
be transferred in a public distribution prior to 120 days after the effective
date of such registration, or such other shorter period of time as the
underwriters may require.

        1.6    COMPANY REGISTRATION.

               (a)    Notice of Registration. If at any time or from time to
time the Company shall determine to register any of its securities, either for
its own account or the account of a security holder or holders, other than (i) a
registration relating solely to employee benefit plans, or (ii) a registration
relating solely to a Commission Rule 145 transaction, the Company will:

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

                      (ii) include in such registration (and any related
qualification under blue sky laws or other compliance), and in any underwriting
involved therein, all the Registrable Securities specified in a written request
or requests, made within twenty (20) days after receipt of such written notice
from the Company, by any Holder.

               (b)    Underwriting. If the registration of which the Company
gives notice is for a registered public offering involving an underwriting, the
Company shall so advise the Holders as a part of the written notice given
pursuant to Section 1.6(a)(i). In such event, the right of any Holder to
registration pursuant to Section 1.6 shall be conditioned upon such Holder's
participation in such underwriting and the inclusion of Registrable Securities
in the underwriting to the extent provided herein. All Holders proposing to
distribute their securities through such underwriting shall (together with the
Company and the other holders distributing their securities through such
underwriting) enter into an underwriting agreement in customary form with the
managing underwriter selected for such underwriting by the Company.

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        Notwithstanding any other provision of this Section 1.6, if the managing
underwriter determines that marketing factors require a limitation of the number
of shares to be underwritten, the managing underwriter may limit (or exclude
entirely) on a pro rata basis the Registrable Securities of the Affiliates (as
each term is defined in the Modification Agreement) to be included in such
registration. If all Registrable Securities of the Affiliates (as each term is
defined in the Modification Agreement) have been excluded from such registration
and the managing underwriter determines that a further limitation is required,
the managing underwriter may limit the remaining Registrable Securities
(including those under the Modification Agreement) to be included in such
registration; provided, however, that the managing underwriter may not reduce
the amount of Registrable Securities of the Holders under the Modification
Agreement to be included in the registration to less than 25% of the total
shares so included; provided further, however, that such percentage may be
reduced or waived by the Holders of a majority of the Registrable Securities
under the Modification Agreement, excluding Registrable Securities held by the
Affiliates (each as defined under the Modification Agreement). The Company shall
so advise all Holders under this Agreement and under the Modification Agreement
and other holders distributing their securities through such underwriting and
the number of shares of Registrable Securities (including those under the
Modification Agreement) and other securities that may be included in the
registration and underwriting shall be allocated among all the Holders under
this Agreement and under the Modification Agreement and such other holders
exercising their registration rights in proportion, as nearly as practicable, to
the respective amounts of securities entitled to inclusion in such registration
held by such Holders and such other holders exercising their registration rights
at the time of filing the registration statement. To facilitate the allocation
of shares in accordance with the above provisions, the Company may round the
number of shares allocated to any Holder (both under this Agreement and the
Modification Agreement) or holder to the nearest 100 shares.

        If any Holder or holder disapproves of the terms of any such
underwriting, he may elect to withdraw therefrom by written notice to the
Company and the managing underwriter. Any securities excluded or withdrawn from
such underwriting shall be withdrawn from such registration, and shall not be
transferred in a public distribution prior to 120 days after the effective date
of the registration statement relating thereto, or such other shorter period of
time as the underwriters may require.

               (c)    Right to Terminate Registration. The Company shall have
the right to terminate or withdraw any registration initiated by it under this
Section 1.6 prior to the effectiveness of such registration whether or not any
Holder has elected to include securities in such registration.

        1.7    EXPENSES OF REGISTRATION. All Registration Expenses incurred in
connection with (i) one (1) registration pursuant to Section 1.5 and (ii) all
registrations pursuant to Section 1.6 shall be borne by the Company. Unless
otherwise stated, all Selling Expenses relating to securities registered on
behalf of the Holders and all other Registration Expenses shall be borne by the
Holders of such securities, and by the Company, in the event the Company
participates in the registration, pro rata on the basis of the number of shares
so registered. Notwithstanding the above, the Company shall not be required to
pay for any expenses of any registration proceeding begun pursuant to Section
1.5 above if the registration request is subsequently withdrawn at the request
of the Holders of a majority of the Registrable Securities to be registered
(which Holders shall bear such expenses).

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        1.8    REGISTRATION PROCEDURES. In the case of each registration,
qualification or compliance effected by the Company pursuant to this Section 1,
the Company will keep each Holder advised in writing as to the initiation of
each registration, qualification and compliance and as to the completion
thereof. At its expense the Company will:

               (a)    Prepare and file with the Commission a registration
statement with respect to such securities and use its best efforts to cause such
registration statement to become and remain effective for at least one hundred
eighty (180) days or until the distribution described in the registration
statement has been completed;

               (b)    Furnish to the Holders participating in such registration
and to the underwriters of the securities being registered such reasonable
number of copies of the registration statement, preliminary prospectus, final
prospectus and such other documents as such underwriters may reasonably request
in order to facilitate the public offering of such securities;

               (c)    Prepare and file with the Commission such amendments and
supplements to such registration statement and the prospectus used in connection
with such registration statements 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;

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

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

        1.9    INDEMNIFICATION.

               (a)    The Company will indemnify each Holder, each of its
officers and directors and partners, and each person controlling such Holder
within the meaning of Section 15 of the Securities Act, with respect to which
registration, qualification or compliance has been effected pursuant to this
Section 1, and each underwriter, if any, and each person who controls any
underwriter within the meaning of Section 15 of the Securities Act, against all
expenses, claims, losses, damages or liabilities (or actions in respect
thereof), including any of the foregoing incurred in settlement of any
litigation, commenced or threatened, arising out of or based on any untrue
statement (or alleged untrue statement) of a material fact contained in any
registration statement, prospectus, offering circular or other document, or any
amendment or supplement thereto, incident to any such registration,
qualification or compliance, or based on any omission (or alleged omission) to
state therein a material fact required to be stated therein or necessary to make
the statements therein, in light of the circumstances in which they were made,
not misleading, or any violation by

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<PAGE>   11

the Company of the Securities Act, the Exchange Act, state securities law or any
rule or regulation promulgated under such laws applicable to the Company in
connection with any such registration, qualification or compliance, and within a
reasonable period the Company will reimburse each such Holder, each of its
officers and directors, and each person controlling such Holder, each such
underwriter and each person who controls any such underwriter, for any legal and
any other expenses reasonably incurred in connection with investigating,
preparing or defending any such claim, loss, damage, liability or action;
provided that the Company will not be liable in any such case to the extent that
any such claim, loss, damage, liability or expense arises out of or is based on
any untrue statement or omission or alleged untrue statement or omission, made
in reliance upon and in conformity with written information furnished to the
Company by an instrument duly executed by such Holder, controlling person or
underwriter and stated to be specifically for use therein.

               (b)    Each Holder will, if Registrable Securities held by such
Holder are included in the securities as to which such registration,
qualification or compliance is being effected, indemnify the Company, each of
its directors and officers, each underwriter, if any, of the Company's
securities covered by such a registration statement, each person who controls
the Company or such underwriter within the meaning of Section 15 of the
Securities Act, and each other such Holder, each of its officers and directors
and each person controlling such Holder within the meaning of Section 15 of the
Securities Act, against all claims, losses, damages and liabilities (or actions
in respect thereof) arising out of or based on any untrue statement (or alleged
untrue statement) of a material fact contained in any such registration
statement, prospectus, offering circular or other document, or any omission (or
alleged omission) to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, and within a
reasonable period will reimburse the Company, such Holders, such directors,
officers, persons, underwriters or control persons for any legal or any other
expenses reasonably incurred in connection with investigating or defending any
such claim, loss, damage, liability or action, in each case to the extent, but
only to the extent, that such untrue statement (or alleged untrue statement) or
omission (or alleged omission) is made in such registration statement,
prospectus, offering circular or other document in reliance upon and in
conformity with written information furnished to the Company by an instrument
duly executed by such Holder and stated to be specifically for use therein.
Notwithstanding the above, the liability of each Holder under this subsection
(b) shall not exceed such Holder's net proceeds from the sale of securities
pursuant to such registration statement, unless such liability arises out of or
is based on willful misconduct by such Holder.

               (c)    Each party entitled to indemnification under this
Section 1.9 (the "Indemnified Party") shall give notice to the party required to
provide indemnification (the "Indemnifying Party") promptly after such
Indemnified Party has actual knowledge of any claim as to which indemnity may be
sought, and shall permit the Indemnifying Party to assume the defense of any
such claim or any litigation resulting therefrom, provided that counsel for the
Indemnifying Party, who shall conduct the defense of such claim or litigation,
shall be approved by the Indemnified Party (whose approval shall not
unreasonably be withheld), and the Indemnified Party may participate in such
defense at such party's expense, and provided further that the failure of any
Indemnified Party to give notice as provided herein shall not relieve the
Indemnifying Party of its obligations under this Section 1 unless the failure to
give such notice is materially prejudicial to an

                                      -9-
<PAGE>   12

Indemnifying Party's ability to defend such action and provided further, that
the Indemnifying Party shall not assume the defense for matters as to which
there is a conflict of interest or separate and different defenses. 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. No
Indemnifying Party shall be liable for indemnification hereunder with respect to
any settlement or consent to judgment, in connection with any claim or
litigation to which these indemnification provisions apply, that has been
entered into without the prior consent of the Indemnifying Party (which consent
will not be unreasonably withheld).

        1.10   INFORMATION BY HOLDER. The Holder or Holders of Registrable
Securities included in any registration shall furnish to the Company such
information regarding such Holder or Holders, the Registrable Securities held by
them and the distribution proposed by such Holder or Holders as the Company may
request in writing and as shall be required in connection with any registration,
qualification or compliance referred to in this Section 1.

        1.11   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 Securities to the public without registration, after
such time as a public market exists for the Common Stock of the Company, the
Company agrees to use its best efforts to:

               (a)    Make and keep public information available, as those terms
are understood and defined in Rule 144 under the Securities Act, at all times
during which the Company is subject to the reporting requirements of the
Securities Act or the Exchange Act;

               (b)    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)    So long as a Holder owns any Restricted Securities, to
furnish to the Holder forthwith upon request a written statement by the Company
as to its compliance with the reporting requirements of said 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 of the
Company and other information in the possession of or reasonably obtainable by
the Company as the Holder may reasonably request in availing itself of any rule
or regulation of the Commission allowing the Holder to sell any such securities
without registration.

        1.12   TRANSFER OF REGISTRATION RIGHTS. The rights to cause the Company
to register securities granted Holders under Sections 1.5 and 1.6 may be
assigned to a transferee or assignee reasonably acceptable to the Company (which
consent shall not be unreasonably withheld) in connection with any transfer or
assignment of Registrable Securities by a Holder, provided that (i) such
transfer may otherwise be effected in accordance with applicable securities
laws, and (ii) such assignee or transferee acquires at least 50,000 shares of
Registrable Securities (adjusted for stock splits, stock dividends, stock
recombinations and the like after the date of this Agreement). Notwithstanding
the above, the rights to cause the Company to register securities may be
assigned to

                                      -10-
<PAGE>   13

any partner, shareholder, equity holder or officer of a Holder without
compliance with item (ii) above, provided written notice thereof is promptly
given to the Company.

        1.13   TERMINATION OF REGISTRATION RIGHTS. The registration rights
granted pursuant to Section 1 shall terminate as to each Holder at such time as
a public market for the Company's Common Stock exists and all Registrable
Securities held by such Holder may, in the opinion of counsel to the Company
(which opinion shall be addressed and rendered to Holder), be sold within a
given three month period pursuant to Rule 144 or any other applicable exemption
that allows for resale free of registration.

                                    SECTION 2

                                  MISCELLANEOUS

        2.1    GOVERNING LAW. This Agreement shall be governed in all respects
by the internal laws of the State of California.

        2.2    SURVIVAL. The covenants and agreements made herein shall survive
any investigation made by the Investors and the closing of the transactions
contemplated hereby.

        2.3    SUCCESSORS AND ASSIGNS. Except as otherwise 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.

        2.4    ENTIRE AGREEMENT; AMENDMENT. This Agreement, the Note and the
other documents delivered pursuant hereto constitute the full and entire
understanding and agreement between the parties with regard to the subjects
hereof and thereof, and no party shall be liable or bound to any other party in
any manner by any warranties, representations or covenants except as
specifically set forth herein or therein. Except as expressly provided herein,
neither this Agreement nor any term hereof may be amended, waived, discharged or
terminated other than by a written instrument signed by the Company and the
holders of a majority of the Registrable Securities, except that new Investors
that become party to the Note may be added to this Agreement by joinder signed
only by the Company and such Investor.

        2.5    NOTICES, ETC. All notices and other communications required or
permitted hereunder shall be in writing and shall be mailed by registered or
certified mail, postage prepaid, or otherwise delivered by hand or by messenger,
addressed (a) if to a Investor, at such Investor's address, as shown on the
stock records of the Company, or at such other address as such Investor shall
have furnished to the Company in writing, or (b) if to any other holder of the
Common Stock, at such address as such holder shall have furnished the Company in
writing, or, until any such holder so furnishes an address to the Company, then
to and at the address of the last holder of such Common Stock who has so
furnished an address to the Company, or (c) if to the Company, one copy should
be sent to its address set forth on the cover page of this Agreement and
addressed to the attention of

                                      -11-
<PAGE>   14

the President and Chief Executive Officer, or at such other address as the
Company shall have furnished to the Investors.

               Each such notice or other communication shall for all purposes of
this Agreement be treated as effective or having been given when delivered if
delivered personally, or, if sent by mail, at the earlier of its receipt or 72
hours after the same has been deposited in a regularly maintained receptacle for
the deposit of the United States mail, addressed and mailed as aforesaid.

        2.6    DELAYS OR OMISSIONS. Except as expressly provided herein, no
delay or omission to exercise any right, power or remedy accruing to any party
to this Agreement upon any breach or default of any other party under this
Agreement, shall impair any such right, power or remedy of such nondefaulting
party nor shall it be construed to be a waiver of any such breach or default, or
an acquiescence therein, or of or in any similar breach or default thereafter
occurring; nor shall any waiver of any single breach or default be deemed a
waiver of any other breach or default theretofore or thereafter occurring. Any
waiver, permit, consent or approval of any kind or character on the part of any
party of any breach or default under this Agreement, or any waiver on the part
of any holder 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 or by law or otherwise
afforded to any party to this Agreement, shall be cumulative and not
alternative.

        2.7    COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be enforceable against the parties actually
executing such counterparts, and all of which together shall constitute one
instrument.

        2.8    SEVERABILITY. In the event that any provision of this Agreement
becomes or is declared by a court of competent jurisdiction to be illegal,
unenforceable or void, this Agreement shall continue in full force and effect
without said provision; provided that no such severability shall be effective if
it materially changes the economic benefit of this Agreement to any party.

        2.9    TITLES AND SUBTITLES. The titles and subtitles used in this
Agreement are used for convenience only and are not considered in construing or
interpreting this Agreement.

        2.10   ATTORNEY'S FEES. In any action brought or maintained by either
party asserting a cause of action arising under or relating in any way to this
Agreement, the prevailing party shall be entitled to recover its reasonable
costs and attorney's fees.



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                                      -12-
<PAGE>   15

The foregoing agreement is hereby executed as of the date first above written.


                               EUPHONIX, INC.


                               ----------------------------------------------
                               By:   Steve Vining
                               Title:Chief Executive Officer





                               INVESTORS


                               ----------------------------------------------
                               Dieter Meier


                               ----------------------------------------------
                               Walter Bosch


                               ----------------------------------------------
                               Stephen and Kathryn Jackson, Trustees of the
                                   Jackson Trust dated 5/31/2000


                               ----------------------------------------------
                               Onset Enterprise Associates, L.P.
                               By:
                               Title:


                               ----------------------------------------------
                               Onset Enterprise Associates III, L.P.
                               By:
                               Title:



                [SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]