UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K/A
                                 Amendment No. 1

(Mark One)

[x]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
         EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31,
         1998 OR

[ ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
         EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM
         __________ TO __________.

Commission File Number:   0-26516

                                 EUPHONIX, INC.
             (Exact name of registrant as specified in its charter)

        California                                      77-0189481
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
 incorporation or organization)

                    220 Portage Avenue, Palo Alto, CA 94306
               (Address of principal executive offices) (zip Code)

       Registrant's telephone number, including area code: (650) 855-0400

        Securities registered pursuant to Section 12(b) of the Act: None

         Securities  registered pursuant to Section 12(g) of the Act:

                          Common Stock, $.001 par value
                                (Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding twelve (12) months (or for such shorter period that the registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past ninety (90) days.
Yes [X] No [ ]  

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

The  aggregate  market value of the voting stock held by  non-affiliates  of the
Registrant,  based upon the closing  sale price of the Common Stock on March 15,
1999 on the Nasdaq National  Market,  was  approximately  $8,568,432.  Shares of
Common Stock held by each executive  officer and director and by each person who
owns 5% or more of the outstanding  Common Stock have been excluded in that such

<PAGE>


persons  may  under  certain  circumstances  be deemed  to be  affiliates.  This
determination of affiliate status is not necessarily a conclusive  determination
for other purposes.

         The number of shares outstanding of the Registrant's Common Stock as of
March 15, 1999 was 7,956,521.

                       DOCUMENTS INCORPORATED BY REFERENCE

         Portions of the following documents are incorporated by reference into
 the part of this Form 10-K as indicated.  None.

                                   


                                   

                                   

                                       2
<PAGE>





         The  undersigned  Registrant  hereby  amends and restates the following
items, financial statements,  exhibits or other portions of its Annual Report on
Form 10-K for the year ended December 31, 1998 as set forth below:

                                     PART IV

ITEM 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.

(a)      1.       List of Financial Statement Schedules

         The following financial statements of Euphonix, Inc. are included in
         Item 8:

         Consolidated Balance Sheets as of December 31, 1998 and 1997

         Consolidated Statements of Operations for each of the three years in
         the period ended December 31, 1998

         Consolidated  Statements of Shareholders'  Equity for each of the three
         years in the period ended December 31, 1998

         Consolidated  Statements  of Cash Flows for each of the three  years in
         the period ended December 31, 1998

         Notes to Consolidated Financial Statements

         2.       Supplemental Schedule

         The following financial  statement schedule of Euphonix,  Inc. is filed
         as part of this annual report,  and should be read in conjunction  with
         the financial statements of Euphonix, Inc.:

         Schedule II Valuation and Qualifying Accounts

         Schedules  not listed above have been omitted  because the  information
required to be set forth therein is not  applicable or is shown in the financial
statements or notes thereto.

                                       


                                 

                                       3
<PAGE>



<TABLE>
<CAPTION>
<S>     



                                   SCHEDULE II

                        VALUATION AND QUALIFYING ACCOUNTS
                                   <C>       <C>          <C>        <C>       

                                Balance at     Charged                 Balance         
                               Beginning of  to costs and             at End of               
                 Descriptions    Period       Expenses   Deduction (1) Period

Year Ended December 31, 1996
 Allowance for Doubtful Accounts $ 84,820  $  34,919     $       --   $ 119,739
 Accrued Warranty............... $171,398  $  348,018    $  136,701   $ 382,715


Year Ended December 31, 1997
 Allowance for Doubtful Accounts $119,739  $  103,054     $      --   $ 222,793
 Accrued Warranty............... $382,715  $  224,763     $ 259,628   $ 347,850


Year Ended December 31, 1998
 Allowance for Doubtful Accounts $222,793  $  180,489     $  85,600   $ 403,282
 Accrued Warranty................$347,850  $  256,572     $ 165,025   $ 439,397

</TABLE>


(1)      Charges for uncollectible accounts, net of recoveries

         3. Exhibits.

            Exhibit        
            Number         Description of Document
            ------         -----------------------
            3.1(1)         Amended and Restated Articles of Incorporation of the
                           Registrant.
            3.2(1)         Bylaws of the Registrant.
           10.1(1)         Form of Indemnification Agreement between the
                           Registrant  and  each  of its  directors  and
                           officers.
           10.2(3)         1990  Stock  Plan and  forms of stock  option
                           agreement  and   restricted   stock  purchase
                           agreement thereunder.
           10.3            1995 Performance Based Stock Option Plan.
           10.4            1995 New Director Option Plan.
           10.5(4)         1997 Nonstatutory Stock Option Plan and form of stock
                           option agreement thereunder.
           10.6(1)         Modification   Agreement  dated  November  6, 1991, 
                           among the Registrant  and  certain shareholders of 
                           the Registrant.
           10.7(1)         Credit Agreement dated September 30, 1994 between the
                           Registrant and Bank of the West, as amended.
           10.8(1)         Lease  Agreement  dated December 31, 1990, as
                           amended  May 14,  1993,  by and  between  the
                           Registrant and El Camino Center.
           10.9(2)         Agreement  and Plan or  Reorganization  dated
                           January 15, 1996 by and among the Registrant,
                           Spectral, Incorporated,  Euphonix Acquisition
                           Corporation   and  certain   shareholders  of
                           Spectral, Incorporated.
           10.10           Common Stock Purchase Agreement dated March 16, 1998
                           between the Registrant
                           and the purchasers thereunder.
           10.11           Common Stock Purchase Agreement dated January 26,
                           1999 between the Registrant, Dieter Meier and Stephen
                           D. Jackson.
 

                                       4
<PAGE>


           10.12           Registration Rights Agreement dated January 26, 1999
                           between the Registrant and the purchasers thereunder.
           10.13*          Secured Promissory Note dated April 23, 1999 between
                           the Registrant and the investors thereunder.
           10.14(1)        Form of Stock Option Agreement for use under 1995 
                           Performance Based Stock Option Plan.
           10.15(1)        Form of Stock Option Agreement for use under 1995 
                           New Director Option Plan.
           23.1*           Consent of Ernst & Young LLP, Independent Auditors
           24.1            Power of Attorney (See page 66)
           27.1*           Financial Data Schedule

*Previously filed.

(1) Incorporated  by  reference  to the  exhibit  filed  with the  Registrant's
    Registration  Statement  on Form  SB-2  (File No.  33-94898-LA),  effective
    August 21, 1995.
(2) Incorporated by reference to the exhibit filed with the Registrant's current
    report on Form 8-K dated February 7, 1996. (3)  Incorporated by reference to
    the exhibit filed with the Registrant's Registration Statement on Form S-8 
    (File No.333-17545) effective December 10, 1996.
(4) Incorporated  by  reference  to the  exhibit  filed  with the  Registrant's
    Registration  Statement on Form S-8 (File No. 333-68425) effective December
    4, 1998.

(b)    Reports on Form 8-K.

       None.

(c)    Exhibits.

       See (a) above.

(d)    Financial Statement Schedules.

       See (a) above.




                                       5
<PAGE>




                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  Registrant  has duly caused this amendment to Form 10-K to be
signed on its behalf by the undersigned,  thereunto duly authorized, in the City
of Palo Alto, State of California, on this 6th day of May, 1999.

                                 EUPHONIX, INC.

                            By:/s/ Barry L. Margerum
                               _______________________________________________
                               Barry L. Margerum
                               Chief Executive Officer, President and Director


Pursuant to the  requirements  of the Securities Act of 1933,  this amendment to
Form 10-K has been signed by the followoing persons in the capacities and on the
dates indicated:

        Signatures                      Title                           Date
        ----------                      -----                           ----
             *               Chairman                                May 6, 1999
---------------------------
        James Dobbie

 /s/ Barry L. Margerum       Chief Executive Officer, President,     May 6, 1999
--------------------------- Director (Principal Executive and
     Barry L. Margerum       Financial Officer         
                    

             *               Director, Senior Vice President         May 6, 1999
---------------------------
  Scott W. Silfvast

             *               Director                                May 6, 1999
---------------------------
  Milton M.T. Chang, Ph.D.

             *               Director                                May 6, 1999
---------------------------
   Robert F. Kuhling, Jr.

             *               Director                                May 6, 1999
---------------------------
    B. Yeshwant Kamath

             *               Controller (Principal Accounting        May 6, 1999
---------------------------  Officer)
      Harriet N. Dietz               

*By:/s/ Barry L. Margerum
    _____________________
    Barry L. Margerum
    Attorney-in-fact


                                       6
<PAGE>



EXHIBIT 10.3

                                 EUPHONIX, INC.
                    1995 PERFORMANCE BASED STOCK OPTION PLAN
  (as amended and restated by the Board of Directors through October 3, 1996)


1.  Purposes of the Plan.  The purposes of this Stock Option Plan are to attract
and  retain  the  best   available   personnel  for  positions  of   substantial
responsibility,  to provide additional  incentive to Employees,  Consultants and
Directors of the Company and its  Subsidiaries and to promote the success of the
Company's  business.  Options  granted  under  the Plan may be  incentive  stock
options  (as  defined  under  Section  422 of the  Code) or  nonstatutory  stock
options,  as determined by the  Administrator  at the time of grant of an option
and subject to the applicable provisions of Section 422 of the Code, as amended,
and the regulations promulgated thereunder.

2. Definitions. As used herein, the following definitions shall apply:
   (a)      "Administrator" means the Board or any of its Committees appointed 
pursuant to Section 4 of the Plan.

   (b)      "Board" means the Board of Directors of the Company.

   (c)      "Code" means the Internal Revenue Code of 1986, as amended.

   (d)      "Committee"  means the committee  appointed by the Board of
Directors in  accordance  with  paragraph (a)  of Section 4 of the Plan.

   (e)      "Common  Stock" means the Common Stock of the Company. 
 
   (f)      "Company"  means Euphonix, Inc., a California corporation.

   (g)      "Consultant" means any person who is engaged by the Company or any
Parent or Subsidiary to render consulting or advisory services to such entity. 

   (h)      "Continuous Status  as an  Employee, Consultant or Director" means  
that the employment relationship,  consulting  relationship or directorship with
the Company, any Parent, or Subsidiary, is not interrupted or terminated. Conti-
nuous Status as an Employee, Consultant or Director shall not be considered 
interrupted in the case of (i) any leave of absence  approved by the Company or 
(ii) transfers between locations of the Company or between the Company,its 
Parent, any Subsidiary, or any  successor. A leave of absence approved by the 
Company shall include sick leave, military leave, or any other personal leave 
approved by an authorized representative of the Company. For purposes of Incen-
tive Stock Options, no such leave may exceed 90 days, unless reemployment upon 
expiration of such leave is guaranteed by statute or contract, including Company
policies. If reemployment upon expiration of a leave of absence approved  by the
Company  is not so guaranteed, on the 91st day of such leave any Incentive Stock


                                       7
<PAGE>


Option held by the Optionee shall be treated for tax purposes as a Nonstatutory
Stock Option.  

   (i)      "Director"  means a member of the Board.  

   (j)      "Employee" means any person,  including  Officers and directors,
employed  by the  Company  or any  Parent  or  Subsidiary  of the  Company.  

   (k)     "Exchange Act" means the Securities Exchange Act of 1934, as amended.

   (l)      "Fair Market Value"  means,  as of any date,  the value of Common 
Stock  determined as follows:  

          (i) If the Common Stock is listed on any established stock exchange or
a national  market system,  including  without  limitation  the Nasdaq  National
Market  of the  National  Association  of  Securities  Dealers,  Inc.  Automated
Quotation  ("NASDAQ")  System,  its Fair Market Value shall be the closing sales
price for such stock (or the closing  bid, if no sales were  reported) as quoted
on such exchange or system for the last market  trading day prior to the time of
determination,  as reported in The Wall Street  Journal or such other  source as
the  Administrator  deems  reliable;  

          (ii) If the Common  Stock is quoted on the NASDAQ  System (but not on 
the Nasdaq  National  Market  thereof)  or  regularly quoted by a recognized 
securities  dealer but selling  prices are not reported, its Fair  Market Value 
shall be the mean  between  the high bid and low asked prices for the Common  
Stock on the last market  trading day prior to the day of determination,  or; 

          (iii) In the absence of an established market for the Common Stock,
the Fair Market Value  thereof  shall be determined in good faith by the
Administrator.  

   (m)     "Incentive Stock Option" means an Option intended to qualify as an 
incentive  stock option within the meaning of Section 422 of the Code. 

   (n)     "Nonstatutory  Stock  Option"  means an Option  not  intended  to 
qualify as an Incentive  Stock Option.  

   (o)     "Officer"  means a person who is an officer of the Company  within 
the meaning of Section 16 of the  Exchange Act and the rules and
regulations  promulgated  thereunder.  

   (p)     "Option" means a stock option granted pursuant to the Plan. 

   (q)     "Optioned Stock" means the Common Stock subject to an Option. 

   (r)     "Optionee" means an Employee, Consultant or Director who receives an
Option.  

   (s)     "Parent"  means a "parent  corporation",  whether now or hereafter
existing, as defined in Section 424(e) of the Code.


                                       8
<PAGE>


   (t)     "Plan" means  his 1995 Performance Based Stock Option Plan.
   
   (u)     "Section 16(b) " means Section 16(b) of the Exchange Act.
   
   (v)     "Share" means a share of the Common Stock, as adjusted in accordance
with Section 12 of the Plan.
       
   (w)     "Subsidiary" means a  "subsidiary  corporation," whether now or here-
after existing,  as  defined in Section  424(f) of the Code. 

3.    Stock  Subject to the Plan. Subject to the provisions of Section 11 of the
Plan, the maximum aggregate number of Shares which may be optioned and sold 
under the Plan is 50,000 Shares of Common  Stock. The shares may be authorized,
but  unissued, or reacquired Common Stock.

      If an Option expires or becomes  unexercisable  without having been  exer-
cised  in full,  or is  surrendered  pursuant  to an  Option  Exchange Program,
the  unpurchased  Shares  which  were  subject  thereto  shall  become available
for future grant or sale under the  Plan (unless  the  Plan has terminated);
provided, however, that Shares that have actually been issued under the Plan 
shall not be  returned to the Plan and shall not become  available  for future 
distribution  under  the  Plan,  except  that  if  unvested  Shares  are repur-
chased by the Company at their original  purchase price,  such Shares shall
become available for future grant under the Plan.

4.    Administration of the Plan.

      (a)   Procedure.

             (i) Multiple  Administrative  Bodies. The Plan may be administered 
by different bodies with respect to different  groups of Optionees. 

             (ii) Section 162(m). To the extent that the  Administrator deter-
mines  it to be  desirable to qualify Options granted hereunder as "performance-
based compensation" within the meaning of Section 162(m) of the Code, the Plan 
shall be  administered by a Committee of two or more "outside  directors" with-
in the  meaning of Section  162(m) of the Code. 

             (iii) Rule  16b-3. To the  extent desirable to qualify transactions
hereunder as exempt under Rule 16b-3,  the transactions contemplated hereunder 
shall be structured to satisfy the  requirements for exemption under Rule 16b-3.

             (iv)  Other Administration. Other  than as  provided  above,  the 
Plan shall be administered  by (A) the  Board or (B) a  Committee,  which  com-
mittee shall be constituted to satisfy Applicable Laws.
                
     (b)    Powers of the Administrator.  Subject  to  the  provisions  of  the
Plan  and,  in  the  case  of  a Committee, the specific duties delegated by the
Board to such Committee, and subject to the  approval  of any  relevant author-


                                       9
<PAGE>


ities, including  the  approval, if required, of any stock exchange upon which
the Common Stock is listed, the Administrator shall have the authority, in its 
discretion:  

           (i) to determine the Fair Market Value of the Common Stock, in accor-
dance with Section 2(k) of the Plan;  

           (ii) to select the Employees, Consultants and Directors to whom 
Options may from time to time be granted  hereunder;  

           (iii) to determine  whether and to what extent  Options  are granted
hereunder;  

           (iv) to determine the number of shares of Common Stock to be covered
by each such award granted  hereunder;  

           (v)  to approve  forms of agreement  for use under the Plan;  

           (vi) to  determine  the terms and conditions, not inconsistent with 
the terms of the Plan, of any award granted  hereunder (including, but not
limited  to, the share  price and any restriction or limitation, or any vesting
acceleration or waiver of forfeiture restrictions regarding any Option or other
award  and/or the shares of Common Stock relating thereto, based in each case on
such factors as the Administrator shall determine, in its sole discretion);  

           (vii) to determine whether and under what circumstances an Option may
be settled  in cash  under subsection 9(e) instead of Common  Stock;  

           (viii) to reduce the exercise  price of any Option to the then cur-
rent Fair Market Value if the Fair Market Value of the Common Stock covered by 
such  Option  shall  have  declined  since the date the  Option  was granted;  

           (ix) to allow  Optionees to satisfy  withholding  tax  obligations by
electing to have the Company withhold from the shares to be issued upon exercise
of an Option  that  number of Shares  having a Fair  Market  Value  equal to the
amount  required  to be  withheld.  The Fair  Market  Value of the  Shares to be
withheld  shall be  determined  as of the  date  that  the  amount  of tax to be
withheld  is to be  determined.  All  elections  by an  Optionee  to have Shares
withheld for this purpose  shall be made in such form and under such  conditions
as the Administrator may deem necessary or advisable; 

           (x)  to institute an Option Exchange  Program;  and 

           (xi) to construe and interpret the terms of the Plan and awards
granted pursuant to the Plan. 

    (c) Effect of Administrator's Decision. All decisions,  determinations  and 
interpretations of the Administrator shall be final and binding on all Optionees
and any other holders of any  Options. 


                                       10
<PAGE>


5.    Eligibility.  

      (a)  Nonstatutory  Stock  Options  may be  granted  to  Employees,
Consultants  and  Directors.  Incentive  Stock  Options  may be granted  only to
Employees.  An Employee,  Consultant  or Director who has been granted an Option
may, if otherwise eligible, be granted additional Options. 

      (b) Each Option shall be  designated  in the  written  or  electronic 
option  agreement  as either an Incentive Stock Option or a Nonstatutory Stock 
Option. However,  notwithstanding such  designation,  to the extent that the  
aggregate  Fair Market  Value of the Shares subject to an Optionee's  Incentive 
Stock Options granted by the Company, any Parent or Subsidiary, which become 
exercisable for the first time during any calendar  year  (under all plans of 
the  Company  or any  Parent or  Subsidiary) exceeds  $100,000,  such excess 
Options shall be treated as  Nonstatutory  Stock Options.  For purposes of this
Section  5(b), Incentive  Stock Options shall be taken into account in the order
in which they were granted, and the Fair Market Value of the Shares shall be  
determined  as of the time the Option with respect to such Shares is granted.  

     (c)  The Plan shall not confer upon any Optionee any right with respect to
continuation of Optionee's employment relationship, consulting relationship or
directorship with the Company, nor shall it interfere in any way with his or her
right or the Company's right to terminate his or her employment relationship,
consulting relationship or directorship at any time,with or without cause. 

     (d)  The following  limitations  shall apply to grants of Options to 
Employees:
  
     (i)  No Employee  shall be granted,  in any fiscal year of the Company,  
Options to purchase  more than 20,000  Shares.  

     (ii) In connection with his or her  initial  employment, an Employee may be
granted  Options to purchase up to an  additional  10,000  Shares which shall 
not count  against the limit set forth in subsection (i) above.  

     (iii) The foregoing limitations shall be adjusted  proportionately  in 
connection  with any change in the  Company's capitalization as described in 
Section 11. 

     (iv)  If an Option is cancelled in the same  fiscal  year of the  Company 
in  which  it was  granted  (other  than in connection  with a transaction des-
cribed in Section 11), the  cancelled  Option will be counted  against the limit
set forth in subsection  (i) above. For this purpose, if the exercise price of 
an Option is reduced,  the transaction will be treated as a cancellation of the 
Option and the grant of a new Option.  

     6. Term of Plan.  The Plan  shall  become  effective upon the  earlier  to 
occur of its adoption by the Board of Directors or its approval by the share-
holders of the Company as described in Section 17 of the Plan. It shall continue
in effect for a term of ten (10) years unless sooner  terminated under Section 
13 of the Plan.


                                       11
<PAGE>

     7. Term of  Option.  The term of each  Option  shall be the term  stated in
the written or electronic option agreement;  provided,  however, that the term 
shall be no more than ten (10) years from the date of grant thereof.  However, 
in the case of an Incentive  Stock Option  granted to an Optionee  who, at the 
time the Option is granted,  owns stock  representing  more than ten percent 
(10%) of the voting power of all classes of stock of the Company or any Parent 
or Subsidiary, the term of the Option shall be five (5) years from the date of 
grant thereof or such shorter term as may be provided in the Option Agreement.

     8. Option Exercise Price and  Consideration.  

        (a) The per share exercise price for the Shares to be issued pursuant to
exercise of an Option shall be such price as is determined by the  Board,  but 
shall  be  subject  to the  following:  

           (i)  In the  case of an Incentive Stock Option 

                (A) granted to an Employee who, at the time of the grant of such
Incentive Stock Option, owns stock  representing  more than ten percent (10%)of 
the voting  power of all  classes of stock of the Company or any Parent or Sub-
sidiary,  the per Share  exercise price shall be no less than 110% of the
Fair Market  Value per Share on the date of grant.  

                (B) granted to any Employee other than an  Employee  described 
in the  preceding  paragraph, the per Share exercise  price shall be no less 
than 100% of the Fair Market Value per Share on the date of grant.  

          (ii)  In the case of a  Nonstatutory  Stock Option granted to
any person,  the per Share  exercise price shall be no less than 85% of the Fair
Market  Value  per  Share  on the  date  of  grant.  

          (iii)  Notwithstanding  the foregoing,  Options may be granted with a 
per Share exercise price other than as required  above  pursuant to a merger or 
other  corporate  transaction.  

         (b) The consideration to be paid for the Shares to be issued upon exer-
cise of an Option, including the method of payment,  shall be determined by the 
Administrator (and, in the case of an Incentive  Stock  Option, shall be deter-
mined at the time of grant) and may consist entirely of (1) cash, (2) check, (3)
promissory note, (4) other Shares which (x) in the case of Shares acquired upon 
exercise of an Option have  been  owned by the  Optionee  for  more  than  six 
months on the date of surrender and (y) have a Fair Market Value on the date of 
surrender equal to the aggregate  exercise  price  of the  Shares  as to  which
said  Option  shall be exercised, (5) delivery of a properly executed  exercise
notice together with such other  documentation as the  Administrator  and the 
broker,  if applicable, shall require to effect an exercise of the Option and 
delivery to the Company of the  sale or  loan  proceeds  required  to pay the
exercise  price,  or (6) any combination of the foregoing methods of payment.  
In making its determination as to the type of consideration  to accept, The 
Board shall consider if acceptance of such  consideration  may be  reasonably 
expected to benefit the Company. 


                                       12
<PAGE>


     9.  Exercise of Option.  

         (a)  Procedure for Exercise;  Rights as a  Shareholder.  Any option
granted  hereunder  shall be  exercisable  at such  times and under such
conditions  as  determined  by the Board,  including  performance  criteria with
respect to the Company and/or the Optionee, and as shall be  permissible  under
the terms of the Plan.

          An Option may not be exercised for a fraction of a Share.

          An Option  shall be deemed to be  exercised  when  written  or
electronic  notice of such  exercise has been given to the Company in accordance
with the terms of the Option by the person  entitled to exercise  the Option and
full payment for the Shares with  respect to which the Option is  exercised  has
been  received by the Company.  Full payment  may, as  authorized  by the Board,
consist of any  consideration and method of payment allowable under Section 8(b)
of the Plan.  Until the issuance (as evidenced by the  appropriate  entry on the
books of the Company or of a duly  authorized  transfer agent of the Company) of
the  stock  certificate  evidencing  such  Shares,  no right to vote or  receive
dividends or any other rights as a  shareholder  shall exist with respect to the
Optioned Stock,  notwithstanding  the exercise of the Option.  The Company shall
issue (or cause to be issued) such stock  certificate  promptly upon exercise of
the Option.  No adjustment  will be made for a dividend or other right for which
the record date is prior to the date the stock certificate is issued,  except as
provided in Section 11 of the Plan.

          Exercise of an Option in any manner shall result in a decrease in the
number of Shares which thereafter may be available,  both for purposes of the
Plan and for sale under the Option,  by the number of Shares as to which the
Option is exercised. 

          (b) Termination  of Employment  Relationship,  Consulting
Relationship  or  Directorship.  In the event of  termination  of an  Optionee's
Continuous  Status as an Employee,  Consultant or Director with the Company (but
not in the event of an  Optionee's  change of status from Employee to Consultant
or  Director  (in  which  case  an  Employee's   Incentive  Stock  Option  shall
automatically  convert  to a  Nonstatutory  Stock  Option on the date  three (3)
months and one day from the date of such change of status),  from  Consultant to
Employee or Director or from Director to Employee or Consultant),  such Optionee
may, but only within such period of time as is determined by the  Administrator,
of at  least  thirty  (30)  days,  with  such  determination  in the  case of an
Incentive  Stock  Option not  exceeding  three (3) months after the date of such
termination  (but in no event later than the expiration date of the term of such
Option as set forth in the Option Agreement),  exercise his or her Option to the
extent  that  Optionee  was  entitled  to  exercise  it  at  the  date  of  such
termination. To the extent that Optionee was not entitled to exercise the Option
at the date of such termination, or if Optionee does not exercise such Option to
the  extent so  entitled  within the time  specified  herein,  the Option  shall
terminate.
         
          (c)  Disability of Optionee. In the event of termination of Optionee's
Continuous Status  as an  Employee,  Consultant  or  Director  as a  result  of 
his or her disability,  Optionee  may, but only within  twelve (12) months from 
the date of such  termination (and in no event later than the expiration date of
the term of such Option as set forth in the Option  Agreement),  exercise  the 
Option to the extent  otherwise  entitled  to  exercise  it at the  date of such
termination; provided, however, that if such disability is not a "disability" as
such term is defined in  Section  22(e)(3)  of the Code, in the case of an  


                                       13
<PAGE>


Incentive  Stock Option such Incentive Stock Option shall automatically convert
to a Nonstatutory Stock Option on the day three months and one day following 
such termination.  To the extent that  Optionee is not  entitled to exercise the
Option at the date of termination,  or if  Optionee  does not  exercise  such  
Option to the extent so entitled within the time specified herein,  the Option 
shall terminate, and the Shares covered by such Option shall revert to the Plan.

          (d)  Death of Optionee. In  the  event  of the  death  of an Optionee,
the  Option  may  be  exercised  at any time  within  twelve (12) months 
following  the date of death (but in no event later than the  expiration of the 
term of such Option as set forth in the Option Agreement),  by the  Optionee's 
estate or by a person who acquired the right to exercise the Option by bequest 
or  inheritance,  but only to the extent that the Optionee was  entitled to 
exercise the Option at the date of death. If, at the time of death, the Optionee
was not entitled to  exercise  his or her entire Option,  the Shares covered by 
the unexercisable  portion of the Option  shall immediately  revert to the Plan.
If, after death, the  Optionee's  estate or a person who acquired  the right to 
exercise the Option by bequest or inheritance does not exercise the Option 
within the time specified herein,  the Option shall terminate, and the Shares 
covered by such Option shall revert to the Plan.

         (e) Buyout  Provisions.  The  Administrator may at any time offer to 
buy out for a payment in cash or Shares, an Option  previously   granted,  based
on  such  terms  and  conditions  as the Administrator  shall  establish and 
communicate to the Optionee at the time that such  offer is made.  

     10.  Non-Transferability  of  Options.  Unless  determined otherwise by the
Administrator,  the Option may not be sold, pledged, assigned, hypothecated, 
transferred, or disposed of in any manner other than by will or by the laws of 
descent or distribution and may be exercised, during the lifetime of the 
Optionee,  only by the  Optionee.  If the  Administrator  makes  an  Option
transferable, such Option shall contain such additional terms and conditions as
the Administrator deems appropriate.

     11.  Adjustments Upon Changes in Capitalization or Merger.
  
         (a)  Changes  in   Capitalization.   Subject  to  any required  action 
by  the shareholders  of the Company,  the number of shares of Common  Stock  
covered by each  outstanding  Option, and the number of shares of Common  Stock
which have been authorized for issuance under the Plan but as to which no Op-
tions have yet been  granted  or which  have been  returned  to the Plan upon  
cancellation or expiration of an Option,  as well as the price per share of 
Common Stock covered by each such  outstanding  Option,  shall be  proportion-
ately  adjusted  for any increase or decrease in the number of issued  shares of
Common  Stock  resulting from a  stock  split,  reverse  stock  split,  stock  
dividend,  combination  or reclassification  of the Common Stock, or any other 
increase or decrease in the number  of  issued  shares  of  Common  Stock   
effected   without  receipt  of consideration  by  the  Company;  provided, 
however,  that  conversion  of  any convertible securities of the Company shall
not be deemed to have been "effected without receipt of  consideration."  Such 
adjustment shall be made by the Board, whose  determination  in that respect 
shall be final,  binding and  conclusive. Except as expressly  provided  herein,
no issuance by the Company of shares of stock of any class, or securities con-
vertible into shares of stock of any class, shall affect, and no adjustment by 
reason thereof shall be made with respect to, the number or price of shares of 
Common Stock subject to an Option.


                                       14
<PAGE>

         (b)  Dissolution or Liquidation.  In the event of the proposed disso-
lution or liquidation of the Company, the Board shall notify the Optionee at 
least fifteen (15)  days  prior  to  such  proposed  action. The  Administrator
may, in its discretion,  provide for the Optionee to have the right to exercise
his or her Option as to all of the Optioned Stock, including Shares as to which
the Option would not  otherwise be  exercisable. To the extent it has not been 
previously exercised, the Option will terminate immediately  prior to the con-
summation of such proposed action.

        (c)   Merger.  In the event of a merger of the Company with or into
another  corporation,  or the sale of substantially all of the assets of the
Company, each outstanding Option shall be assumed or an equivalent Option shall
be substituted  by the successor  corporation or a Parent or Subsidiary of the
successor corporation.  In the event that the successor corporation does not
agree to assume the Option or to  substitute  an  equivalent  Option,  the Board
shall, in lieu of such assumption or  substitution,  provide for the Optionee to
have the right to exercise the Option as to all of the Optioned Stock, including
Shares as to which it would not otherwise be exercisable.  If the Board makes an
Option fully exercisable in lieu of assumption or substitution in the event of a
merger or sale of assets,  the Board shall notify the  Optionee  that the Option
shall be fully  exercisable  for a period of fifteen  (15) days from the date of
such notice,  and the Option will  terminate upon the expiration of such period.
For the purposes of this paragraph,  the Option shall be considered  assumed if,
following  the  merger  or sale of  assets,  the  option  confers  the  right to
purchase,  for each Share of Optioned  Stock  subject to the Option  immediately
prior to the merger or sale of assets,  the consideration  (whether stock, cash,
or other  securities  or  property)  received in the merger or sale of assets by
holders  of  Common  Stock  for each  Share  held on the  effective  date of the
transaction (and if holders were offered a choice of consideration,  the type of
consideration  chosen by the holders of a majority of the  outstanding  Shares);
provided,  however, that if such consideration received in the merger or sale of
assets was not solely common stock of the successor  corporation  or its Parent,
the  Board  may,  with  the  consent  of  the  successor   corporation  and  the
participant,  provide for the  consideration to be received upon the exercise of
the Option, for each Share of Optioned Stock subject to the Option, to be solely
common  stock of the  successor  corporation  or its Parent equal in fair market
value to the per share consideration  received by holders of Common Stock in the
merger or sale of assets.

     12. Time of Granting  Options.  The date of grant of an Option  shall,
for all purposes, be the date on which the Administrator makes the deter-
mination  granting such Option,  or such other date as is determined by the
Board. Notice of the determination  shall be given to each Employee, Consultant
or Director to whom an Option is so granted  within a reasonable  time after the
date of such grant. 

     13. Amendment and Termination of the Plan. 

         (a) Amendment and Termination.  The Board may at any time amend, alter,
suspend or discontinue the Plan, but no amendment, alteration,   suspension or 
discontinuation shall be made which would impair the rights of any Optionee
under any grant  theretofore made, without his or her consent. In addition,  to 
the extent necessary and desirable to comply  with any  applicable  law or  
regulation,  the Company  shall  obtain shareholder approval of any Plan 
amendment in such a manner and to such a degree as required.  


                                       15
<PAGE>


         (b) Effect of  Amendment or  Termination.  Any such  amendment or
termination  of the Plan  shall not affect  Options  already  granted,  and such
Options  shall  remain  in full  force  and  effect as if this Plan had not been
amended or terminated, unless mutually agreed otherwise between the Optionee and
the Board, which agreement must be in writing and signed by the Optionee and the
Company.  

     14.  Conditions  Upon  Issuance of Shares.  Shares shall not be issued
pursuant to the exercise of an Option unless the exercise of such Option and the
issuance  and  delivery of such Shares  pursuant  thereto  shall comply with all
relevant provisions of law, including, without limitation, the Securities Act of
1933,  as amended,  the  Exchange  Act,  the rules and  regulations  promulgated
thereunder, and the requirements of any stock exchange upon which the Shares may
then be listed,  and shall be further subject to the approval of counsel for the
Company with respect to such compliance.

          As a condition to the  exercise of an Option,  the Company may
require the person  exercising  such Option to represent and warrant at the time
of any such exercise that the Shares are being purchased only for investment and
without  any  present  intention  to sell or  distribute  such Shares if, in the
opinion of counsel for the Company,  such a representation is required by any of
the  aforementioned  relevant  provisions of law. 

     15. Reservation of Shares. The Company,  during  the term of this  Plan,  
will at all  times  reserve  and keep available  such  number  of  Shares  as  
shall  be  sufficient  to  satisfy  the requirements of the Plan. The inability
of the Company to obtain  authority from any  regulatory  body  having juris-
diction, which  authority  is deemed by the Company's  counsel to be necessary 
to the lawful issuance and sale of any Shares hereunder, shall relieve the Com-
pany of any liability in respect of the failure to issue or sell such Shares as
to which such requisite authority shall not have been  obtained.  

     16. Agreements.  Options  shall be  evidenced  by  written  or electronic 
agreements in such form as the Board shall approve from time to time.

     17. Shareholder  Approval.  Continuance of the Plan shall be subject to
approval by the shareholders of the Company within twelve (12) months before or 
after the date the Plan is adopted. Such shareholder approval shall be obtained 
in the degree and manner required under applicable state and federal law and the
rules of any stock exchange upon which the Common Stock is listed.

     18. Information  to  Optionees.  The Company  shall  provide to each
Optionee,  not  less  frequently  than  annually,  copies  of  annual  financial
statements.  The Company shall also provide such  statements to each  individual
who acquires Shares pursuant to the Plan while such individual owns such Shares.
The Company  shall not be required to provide such  statements  to key employees
whose duties in  connection  with the Company  assure their access to equivalent
information.



                                       16
<PAGE>
EXHIBIT 10.4  

                                 EUPHONIX, INC.

                         1995 NEW DIRECTOR OPTION PLAN
(as amended and restated by the Board of Directors through October 3, 1996)


         1. Purposes of the Plan. The purposes of this 1995 New Director  Option
Plan are to attract  and  retain the best  available  personnel  for  service as
Outside  Directors  (as defined  herein) of the Company,  to provide  additional
incentive to the Outside Directors of the Company to serve as Directors,  and to
encourage their continued service on the Board.

         All options granted hereunder shall be nonstatutory stock options.

         2. Definitions.  As used herein, the following definitions shall apply:
 
        (a) "Board"  means the Board of Directors  of the Company.  

        (b) "Code" means the Internal  Revenue Code of 1986, as amended.  

        (c) "Common Stock" means the Common Stock  of  the  Company.  

        (d)  "Company"  means  Euphonix,  Inc.,  a  California corporation.

        (e)  "Director" means a member of the Board.

        (f) "Employee" means any person, including officers and Directors, emp-
loyed by the  Company  or any  Parent or  Subsidiary  of the  Company. The  
payment of a Director's  fee by the  Company  shall  not be  sufficient  in 
and of  itself to constitute  "employment" by the Company. 

        (g) "Exchange Act" means the Securities Exchange Act of 1934,as amended.

        (h) "Fair Market Value" means, as of any date, the value of Common  
Stock  determined  as follows:  

            (i) If the Common  Stock is listed on any established stock exchange
or a national market system, including without limitation the Nasdaq  National  
Market of the National Association of Securities Dealers, Inc. Automated Quota-
tion ("NASDAQ") System, the Fair Market Value of a Share of Common Stock shall 
be the closing sales price for such stock (or the  closing  bid, if no sales 
were  reported)  as quoted on such system or exchange (or the exchange  with the
greatest  volume of trading in Common Stock)on the date of  determination, as 
reported  in The Wall Street  Journal or such other source as the Board deems 
reliable;  

            (ii) If the Common Stock is quoted on the NASDAQ System (but not on 
the National Market thereof) or regularly quoted by a recognized  securities 
dealer but selling  prices are not reported, the Fair Market Value of a Share of


                                       17
<PAGE>

Common Stock shall be the mean between the high  bid  and low  asked  prices for
the Common Stock on the date of determination, as reported in The Wall Street  
Journal or such other source as the Board deems reliable,  or; 

            (iii) In the absence of an established market for the Common  Stock,
the Fair Market Value thereof  shall be  determined in good faith by the Board.

        (i) "Option" means a stock option  granted  pursuant to the Plan.
  
        (j)  "Optioned  Stock" means the Common Stock  subject to an Option.  

        (k)  "Optionee" means a Director who holds an Option.  

        (l) "Outside Director" means a Director (a) who is not an Employee and 
(b) first elected to the Board after the effective date of the Plan. 

        (m) "Parent" means a "parent  corporation," whether now or hereafter 
existing,  as defined in Section 424(e) of the Code. 

        (n) "Plan" means this 1995 New  Director  Option  Plan.  

        (o)  "Share"  means a share of the Common  Stock,  as  adjusted  in  
accordance  with  Section 10 of the Plan. 

        (p)  "Subsidiary"  means  a  "subsidiary   corporation,"  whether  now  
or hereafter existing, as defined in Section 424(f) of the Internal Revenue Code
of 1986.

     3.  Stock Subject to the Plan.  Subject to the provisions of Section 10
of the Plan,  the maximum  aggregate  number of Shares which may be optioned and
sold under the Plan is 50,000  Shares of Common Stock (the  "Pool").  The Shares
may be authorized, but unissued, or reacquired Common Stock.

         If an Option expires or becomes  unexercisable  without having
been exercised in full, the unpurchased  Shares which were subject thereto shall
become  available  for future  grant or sale under the Plan (unless the Plan has
terminated).  Shares that have  actually been issued under the Plan shall not be
returned  to the Plan and shall not become  available  for  future  distribution
under the Plan.

     4. Administration and Grants of Options under the Plan.

       (a)  Procedure  for  Grants.  All grants of Options to Outside Directors
under this Plan  shall be made in accordance with  the following provisions:

            (i)  No person shall have any discretion to select which Outside  
Directors shall be granted Options or to determine the number of Shares to be 
covered by Options granted to Outside Directors.

            (ii) Each Outside  Director shall be automatically granted an Option
to purchase 10,000 Shares (the "First  Option") on the date on which such person


                                       18
<PAGE>



first becomes an Outside Director, whether through election by the shareholders 
of the  Company  or appointment by the Board to fill a vacancy.

            (iii) Each Outside Director shall be automatically granted an Option
to purchase 2,000 Shares (an "Annual  Option") on the date of each annual 
meeting of  shareholders of the Company,  provided  he or she is an  Outside  
Director  as of the  date  of such meeting and is reelected to, or remains a 
member of, the Board at such meeting.

            (iv)  Notwithstanding the provisions of subsections (ii) and (iii) 
hereof, any exercise of an Option made before the Company has obtained share-
holder approval of the Plan in accordance  with  Section 16 hereof shall be  
conditioned upon obtaining such shareholder approval of the Plan in accordance
with Section 16 hereof.

            (v)   The  terms of each  First  Option  and Annual Option granted
hereunder shall be as follows:

                  (A) the  term of the  Option  shall  be ten (10) years.

                  (B) the Option  shall be exercisable only  while the  Outside
Director remains a Director of the Company, except as set forth in Sections
8 and 10 hereof.

                  (C) the  exercise  price  per Share shall be equal to the Fair
Market Value per Share on the date of  grant of the  Option.  In the  event  
that the date of grant of the Option is not a trading  day, the  exercise price 
per Share shall be the Fair Market Value on the next trading day immediately 
following the date of grant of the Option.

                  (D) subject  to Section 10 hereof, the Option shall become 
exercisable as to twenty-five percent (25%) of the Shares subject to the Option 
on each  anniversary  of its date of grant, provided that the Optionee continues
to serve as a Director on such dates.

            (vi) In the event  that any  Option  granted under the Plan would 
cause the number of Shares subject to outstanding  Options plus the number of 
Shares  previously  purchased under Options to exceed the Pool, then the 
remaining Shares available for Option grant shall be granted under Options to 
the Outside  Directors,  pro rata, based on the number of shares set to be 
granted to each Outside  Director  pursuant to Sections  4(a)(ii) and 4(a)(iii)
above.  No further grants shall be made until such time,  if any, as additional 
Shares  become  available for grant under the Plan through action of the Board
or the shareholders  to increase the number of Shares which may be issued under
the Plan or through cancellation or expiration of Options previously granted 
hereunder.

         5. Eligibility.  Options may be granted only to Outside Directors.  All
Options shall be automatically granted in accordance with the terms set forth in
Section 4 hereof.

            The Plan shall not  confer  upon any  Optionee  any right with
respect to  continuation  of service as a Director or  nomination  to serve as a
Director,  nor shall it  interfere in any way with any rights which the Director
or the  Company  may have to  terminate  the  Director's  relationship  with the
Company at any time.


                                       19
<PAGE>


         6. Term of Plan.  The Plan shall become  effective  upon the earlier to
occur of its  adoption by the Board or its approval by the  shareholders  of the
Company as described in Section 16 of the Plan. It shall  continue in effect for
a term of ten (10) years unless sooner terminated under Section 11 of the Plan.

         7. Form of  Consideration.  The consideration to be paid for the Shares
to be issued upon exercise of an Option,  including the method of payment, shall
consist of (i) cash,  (ii) check,  (iii) other  shares  which (x) in the case of
Shares acquired upon exercise of an Option,  have been owned by the Optionee for
more than six (6) months on the date of  surrender,  and (y) have a Fair  Market
Value on the date of  surrender  equal to the  aggregate  exercise  price of the
Shares as to which said Option shall be  exercised,  (iv) delivery of a properly
executed  exercise notice together with such other  documentation as the Company
and the broker, if applicable, shall require to effect an exercise of the Option
and  delivery  to the Company of the sale or loan  proceeds  required to pay the
exercise price, or (v) any combination of the foregoing methods of payment.

         8. Exercise of Option.

            (a) Procedure for Exercise; Rights as a Shareholder. Any Option 
granted hereunder shall be exercisable at such times as are set forth in Section
4 hereof; provided, however, that no Options shall be exercisable until share-
holder approval of the Plan in accordance with Section 16 hereof has been 
obtained.

             An Option may not be exercised for a fraction of a Share.

             An Option shall be deemed to be exercised  when written notice of
such exercise has been given to the Company in  accordance  with the terms of
the Option by the person  entitled to exercise  the Option and full  payment for
the Shares with  respect to which the Option is exercised  has been  received by
the Company. Full payment may consist of any consideration and method of payment
allowable  under Section 7 of the Plan.  Until the issuance (as evidenced by the
appropriate  entry on the books of the Company or of a duly authorized  transfer
agent of the Company) of the stock certificate  evidencing such Shares, no right
to vote or receive  dividends or any other rights as a  shareholder  shall exist
with respect to the Optioned Stock,  notwithstanding the exercise of the Option.
A share  certificate for the number of Shares so acquired shall be issued to the
Optionee as soon as  practicable  after  exercise of the Option.  No  adjustment
shall be made for a dividend  or other  right for which the record date is prior
to the date the stock certificate is issued, except as provided in Section 10 of
the Plan.

            Exercise of an Option in any manner shall result in a decrease in
the number of Shares which thereafter may be available,  both for purposes of
the Plan and for sale under the Option,  by the number of Shares as to which the
Option is exercised.
           
            (b)   Termination of Continuous Status as a  Director. Subject to  
Section 10 hereof, in the event an Optionee's status as a Director terminates 
(other than upon the Optionee's death or total and permanent disability (as 
defined in Section 22(e)(3) of the Code)), the Optionee may exercise his or her
Option, but only within three (3) months following the date of such termination,


                                       20
<PAGE>


and only to the extent that the Optionee was  entitled to exercise  it on the 
date of such  termination  (but in no event later than the  expiration  of its 
ten (10) year  term).  To the extent that the Optionee was not entitled to exer-
cise an Option on the date of such termination, and to the extent that the 
Optionee does not exercise such Option (to the extent otherwise  so  entitled) 
within the time  specified  herein,  the Option  shall terminate.

           (c) Disability of Optionee. In the event Optionee's status as a
Director terminates as a result of total and permanent disability (as defined in
Section 22(e)(3) of the Code), the Optionee may exercise his or her Option,  but
only within twelve (12) months following the date of such termination,  and only
to the extent that the  Optionee was entitled to exercise it on the date of such
termination  (but in no event  later  than the  expiration  of its ten (10) year
term). To the extent that the Optionee was not entitled to exercise an Option on
the date of  termination,  or if he or she does not exercise such Option (to the
extent otherwise so entitled) within the time specified herein, the Option shall
terminate.

          (d) Death of Optionee.  In the event of an Optionee's death, the
Optionee's  estate or a person who  acquired the right to exercise the Option by
bequest or  inheritance  may  exercise the Option,  but only within  twelve (12)
months following the date of death, and only to the extent that the Optionee was
entitled  to  exercise  it on the date of death (but in no event  later than the
expiration  of its ten (10) year term).  To the extent that the Optionee was not
entitled to exercise an Option on the date of death,  and to the extent that the
Optionee's  estate or a person who  acquired  the right to exercise  such Option
does not exercise such Option (to the extent  otherwise so entitled)  within the
time specified herein, the Option shall terminate.

         9. Non-Transferability of Options. The Option may not be sold, pledged,
assigned, hypothecated,  transferred, or disposed of in any manner other than by
will or by the laws of descent or distribution and may be exercised,  during the
lifetime of the Optionee, only by the Optionee.

         10.  Adjustments Upon Changes in Capitalization,  Dissolution,  Merger,
Asset Sale or Change of Control.

             (a) Changes in Capitalization.  Subject to any required action by
the  shareholders  of the  Company,  the  number  of Shares  covered  by each
outstanding Option, the number of Shares which have been authorized for issuance
under the Plan but as to which no  Options  have yet been  granted or which have
been returned to the Plan upon  cancellation or expiration of an Option, as well
as the price per Share covered by each such outstanding  Option,  and the number
of Shares  issuable  pursuant to the  automatic  grant  provisions  of Section 4
hereof  shall be  proportionately  adjusted  for any increase or decrease in the
number of issued Shares resulting from a stock split, reverse stock split, stock
dividend,  combination  or  reclassification  of the Common Stock,  or any other
increase or decrease in the number of issued Shares effected  without receipt of
consideration  by  the  Company;  provided,  however,  that  conversion  of  any
convertible securities of the Company shall not be deemed to have been "effected
without  receipt of  consideration."  Except as expressly  provided  herein,  no
issuance  by the  Company  of  shares  of  stock  of any  class,  or  securities
convertible into shares of stock of any class,  shall affect,  and no adjustment
by reason  thereof  shall be made with respect to, the number or price of Shares
subject to an Option.


                                       21
<PAGE>


            (b) Dissolution or  Liquidation.  In the event of the proposed
dissolution or liquidation of the Company,  to the extent that an Option has not
been  previously  exercised,   it  shall  terminate  immediately  prior  to  the
consummation of such proposed action.

            (c) Merger  or Asset  Sale.  In the  event of a merger of the
Company with or into another  corporation,  or the sale of substantially  all of
the  assets  of the  Company,  each  outstanding  Option  may be  assumed  or an
equivalent option may be substituted by the successor corporation or a Parent or
Subsidiary of the successor  corporation.  If such successor corporation assumes
or  substitutes  an equivalent  option for the Option,  the Option or equivalent
option shall continue to become  exercisable as provided in Section 4 hereof for
so long as Optionee  remains a Director or the Optionee  serves as a director of
the  successor   corporation   or  a  Parent  or  Subsidiary  of  the  successor
corporation.  Upon the  Optionee's  termination  of status as a Director  of the
Company or of the successor (or Parent or Subsidiary  thereof),  as  applicable,
Optionee's outstanding Option(s) shall become fully exercisable, including as to
Shares as to which such Option(s) would not otherwise be exercisable,  and shall
remain exercisable in accordance with Sections 8(b) through (d) above.

         In the event that the  successor  corporation  does not agree to assume
the Option or to substitute an equivalent option,  each outstanding Option shall
become fully vested and exercisable, including as to Shares as to which it would
not otherwise be exercisable.  If an Option becomes fully vested and exercisable
in the event of a merger or sale of assets,  the Board shall notify the Optionee
that the Option shall be fully exercisable for a period of thirty (30) days from
the date of such notice,  and the Option shall  terminate upon the expiration of
such period. For the purposes of this paragraph,  the Option shall be considered
assumed if, following the merger or sale of assets, the Option confers the right
to purchase,  for each Share of Optioned Stock subject to the Option immediately
prior to the merger or sale of assets,  the consideration  (whether stock, cash,
or other  securities  or  property)  received in the merger or sale of assets by
holders  of  Common  Stock  for each  Share  held on the  effective  date of the
transaction (and if holders were offered a choice of consideration,  the type of
consideration chosen by the holders of a majority of the outstanding Shares).

         11. Amendment and Termination of the Plan.

             (a) Amendment and Termination.  Except as set forth in Section
4, the Board may at any time amend, alter, suspend, or discontinue the Plan, but
no amendment,  alteration,  suspension,  or discontinuation  shall be made which
would  impair  the  rights of any  Optionee  under any grant  theretofore  made,
without his or her consent.  In addition,  to the extent necessary and desirable
to comply with any other applicable law or regulation,  the Company shall obtain
shareholder approval of any Plan amendment in such a manner and to such a degree
as required.

             (b) Effect of Amendment or Termination.  Any such amendment or
termination  of the Plan  shall not  affect  Options  already  granted  and such
Options  shall  remain  in full  force  and  effect as if this Plan had not been
amended or terminated.

         12. Time of Granting Options. The date of grant of an Option shall, for
all purposes, be the date determined in accordance with Section 4 hereof.


                                       22
<PAGE>


         13. Conditions  Upon  Issuance of Shares.  Shares  shall not be issued
pursuant to the exercise of an Option unless the exercise of such Option and the
issuance  and  delivery of such Shares  pursuant  thereto  shall comply with all
relevant provisions of law, including, without limitation, the Securities Act of
1933,  as amended,  the  Exchange  Act,  the rules and  regulations  promulgated
thereunder,  state  securities  laws, and the requirements of any stock exchange
upon which the Shares  may then be listed,  and shall be further  subject to the
approval of counsel for the Company with respect to such compliance.

            As a condition to the  exercise of an Option,  the Company may
require the person  exercising  such Option to represent and warrant at the time
of any such exercise that the Shares are being purchased only for investment and
without any present  intention to sell or  distribute  such  Shares,  if, in the
opinion of counsel for the Company,  such a representation is required by any of
the aforementioned relevant provisions of law.

            Inability  of  the  Company  to  obtain   authority  from  any
regulatory body having jurisdiction,  which authority is deemed by the Company's
counsel to be necessary to the lawful issuance and sale of any Shares hereunder,
shall relieve the Company of any liability in respect of the failure to issue or
sell  such  Shares  as to which  such  requisite  authority  shall not have been
obtained.

       14. Reservation of Shares.  The Company,  during the term of this Plan,
will at all times reserve and keep  available  such number of Shares as shall be
sufficient to satisfy the requirements of the Plan.

       15.  Option  Agreement.  Options  shall be evidenced by written  option
agreements in such form as the Board shall approve.

       16. Shareholder  Approval.  Continuance of the Plan shall be subject to
approval by the shareholders of the Company  following the adoption of this Plan
by the Board.  Such  shareholder  approval  shall be  obtained in the degree and
manner required under applicable state and federal law.




                                       23
<PAGE>



EXHIBIT 10.10
















                         COMMON STOCK PURCHASE AGREEMENT

                                      AMONG
                                 EUPHONIX, INC.
                                       AND
                                 THE PURCHASERS



                                 March 16, 1998

















                                       24
<PAGE>





                                TABLE OF CONTENTS
                                                                          Page
                                                                          ----
Section 1 PURCHASE AND SALE.................................................27

         1.1      Authorization.............................................27
         1.2      Purchase and Sale of Shares...............................27
         1.3      The Closing...............................................27
         1.4      Purchase Price............................................27
         1.5      Delivery..................................................27

Section 2 REPRESENTATIONS AND WARRANTIES OF THE COMPANY.....................28

         2.1      Corporate Existence and Power.............................28
         2.2      Authorization; No Restrictions............................28
         2.3      Capital Stock.............................................29
         2.4      Offering..................................................29
         2.5      Brokers or Finders........................................29
         2.6      Disclosure................................................29

Section 3 REPRESENTATIONS AND WARRANTIES OF PURCHASERS......................30

         3.1      Accredited Investor; Experience...........................30
         3.2      Investment................................................30
         3.3      Rule 144..................................................30
         3.4      Authorization.............................................30
         3.5      Brokers or Finders........................................30
         3.6      Tax Liability.............................................30
         3.7      Restrictions on Transfer; Legend..........................30

Section 4 CONDITIONS PRECEDENT TO OBLIGATIONS...............................31

         4.1      Conditions to the Purchasers' Obligations.................31
         4.2      Conditions to the Company's Obligations...................32

Section 5 COVENANTS OF THE COMPANY..........................................33

         5.1      Certain Definitions.......................................33
         5.2      Request for Registration..................................34
         5.3      Expenses of Registration..................................34
         5.4      Indemnification...........................................34
         5.5      Information by Holder.....................................37
         5.6      Rule 144 Reporting........................................37
         5.7      Transfer of Registration Rights...........................37

Section 6 MISCELLANEOUS.....................................................38
 



                                       25
<PAGE>


                                TABLE OF CONTENTS
                                   (Continued)

                                                                          Page
                                                                          ----

         6.1      Confidentiality...........................................38
         6.2      Notices...................................................38
         6.3      Entire Agreement..........................................39
         6.4      Partial Invalidity........................................39
         6.5      No Waiver.................................................39
         6.6      Successors and Assigns....................................39
         6.7      Announcements.............................................39
         6.8      Expenses..................................................39
         6.9      Headings..................................................40
         6.10     Cooperation...............................................40
         6.11     Governing Law.............................................40
         6.12     Finders Fees..............................................40
         6.13     California Corporate Securities Law.......................40
         6.14     Counterparts..............................................40
         6.15     Survival..................................................40





















                                       26
<PAGE>







                        COMMON STOCK PURCHASE AGREEMENT

         THIS COMMON STOCK PURCHASE AGREEMENT (the  "Agreement"),  is made as of
March 16,  1998 by and among  EUPHONIX,  INC.,  a  California  corporation  (the
"Company"),  and the persons and entities  listed on the Schedule of  Purchasers
attached as Exhibit A (the "Purchasers").

                                   Section 1

                               PURCHASE AND SALE

     1.1  Authorization. The  Company has authorized the sale of up to a number 
of shares(the "Shares")of Common Stock of the Company,$0.001 par value ("Common
Stock"),  which shall have an aggregate market value equal to $1,949,998,  based
upon a purchase  price per share equal to the closing  price of the Common Stock
(determined by reference to the day's last trade price as reported by NASDAQ) on
the date of the  execution of this  Agreement  ($1.875)  (the  "Market  Price"),
subject to  satisfaction or waiver of the conditions set forth in Section 4. 
     
     1.2  Purchase  and Sale of  Shares.  Subject to the  terms and conditions
of this Agreement, the Company shall sell, assign, convey, transfer and deliver
to the Purchasers, and the Purchasers shall on the Closing Date (defined in Sec-
tion 1.3), purchase and acquire from the Company the number of shares of Common
Stock set forth in column 2 opposite  the Purchaser's name on the  Schedule  of
Purchasers,  at a purchase  price per share  equal to the Market  Price,  for an
aggregate  purchase price as set forth in column 3 opposite the Purchaser's name
on  the  Schedule  of the  Purchasers  (the  "Purchase  Price").  The  Company's
agreement  with each  Purchaser  is a  separate  agreement,  and the sale of the
Shares to each Purchaser is a separate  sale. 

     1.3  The Closing.  The closing (the "Closing") of the purchase and sale of 
the Shares under Section 1.2 shall, subject to the satisfaction or waiver of all
conditions  precedent set forth in Section 4 and  payment of the Purchase Price,
occur on March 20, 1998 or as otherwise  mutually  agreed to by the parties
(the "Closing Date") at 11:00 a.m. at the offices of Wilson Sonsini  Goodrich & 
Rosati,  650 Page Mill Place, Palo Alto, California  94304-1050.  

     1.4  Purchase Price. Payment of the Purchase Price shall be in U.S. dollars
and shall be made in cash or by certified check made payable to the Company or
by wire transfer of immediately available funds to an account or accounts of the
Company at a bank or banks specified by the Company.

     1.5  Delivery.  On the Closing Date, the Company shall deliver to the Pur-
chasers the stock certificates  representing the number of Shares purchased as
set forth in  column  2 of the  Schedule  of  Purchasers, registered  in the  
name of the Purchasers, in exchange for the Purchase Price.



                                       27
<PAGE>


                                    Section 2

                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

         In connection with the sale of the Shares,  the Company  represents and
warrants to the Purchasers as of the date of this Agreement as follows:

         2.1 Corporate  Existence and Power. The Company is a corporation duly
organized and validly existing under the laws of the State of California.  The 
Company has all requisite corporate power and  authority  to own, lease and 
operate its properties and to carry on its business as now being conducted and 
is duly qualified and authorized to do business in each jurisdiction where the
conduct of its business or the ownership of its properties or assets requires  
such qualification (except where failure to qualify would not have a material 
adverse effect on the Company's business or financial condition).

         2.2 Authorization; No Restrictions. 

            (a)  The  execution,  delivery  and  performance  of this Agreement
by the Company has been duly authorized by all necessary  corporate  action.
This  Agreement has been duly executed by the Company and  constitutes a valid
and legally  binding  obligation of the Company  enforceable  against it in 
accordance with its terms,  subject to laws of general application  relating to 
bankruptcy,  insolvency,  reorganization and moratorium laws and other laws of 
general  application  affecting  enforcement of creditors rights  generally  and
principles of equity  relating to specific  performance, injunctive relief or 
other equitable  remedies and limitations of public policy. The Shares,  when 
issued in compliance  with the  provisions of this  Agreement, will be validly 
issued,  fully paid and non-assessable.  The Shares will be free of any liens or
encumbrances,  other than liens or  encumbrances  created by or imposed upon the
Shares by the Purchasers;  provided,  however,  that the Shares are subject to  
restrictions  on transfer under state and/or federal  securities laws  as  set  
forth  herein.   

            (b)  The  Company  has  obtained  all  necessary authorizations,
consents and approvals, governmental and otherwise, required for the execution
and delivery of this Agreement and  performance of its obligations hereunder,  
other than such filings as may be necessary to qualify (or secure an exemption 
from  qualification  if available)  under other  applicable  state and federal 
securities laws, which filings and qualifications,  if required, will be
accomplished in a timely manner.

            (c)  The  execution,  delivery and performance of this Agreement by 
the Company in  accordance with its terms will not, with or without the giving 
of notice or the passage of time, or both, conflict with, result in a default, 
right to accelerate or loss of rights under, or result in the creation of any  
encumbrance, or require the consent of any third party or U.S. governmental 
authority pursuant to (i) any provisions of the Amended and Restated Articles of
Incorporation (the "Restated  Articles") or Restated  Bylaws of the Company or 
(ii) any  franchise,  mortgage,  indenture or deed of  trust  or any  lease,  
license  or other  agreement  or any law,  rule, regulation, order, judgment or 


                                       28
<PAGE>



decree to which the  Company  is a party or by which the Company (or any of the
Company's assets, properties, operations or business) is bound, which default, 
right to accelerate, loss of rights under or creation  of an  encumbrance, or 
failure to obtain such consent would have a material adverse effect on the Com-
pany's business or financial condition.

         2.3  Capital Stock. The authorized, issued and outstanding capital
stock of the Company as of the date of this Agreement is 20,000,000 shares of 
Common Stock and 2,000,000 shares of preferred stock, par value $0.001 (the 
"Preferred Stock"). As of January 30, 1998, there were 5,590,492 shares of Com-
mon Stock  issued and outstanding, and there were no issued  and  outstanding 
shares of  Preferred  Stock.  All issued and  outstanding shares of Common Stock
have been duly authorized and validly issued and are fully paid and  nonassess-
able.  The Common Stock and Preferred  Stock have the rights,  preferences,  
privileges and restrictions  as set forth in the  Restated  Articles.  The Com-
pany has reserved 2,042,281  shares of Common Stock for issuance  under the Com-
pany's  1990 Stock Option Plan,  50,000 shares for issuance under the 1995 Per-
formance  Based Stock Option Plan, 50,000 shares for issuance under the New 
Director's Option Plan and 750,000  shares for  issuance  under the 1997 Nonsta-
tutory  Stock  Option  Plan (together  with the 1990 Stock Option  Plan,  the 
1995  Performance  Based Stock Option Plan and the New Director's  Option Plan, 
the "Stock Plans"). Except for such shares of Common Stock reserved for issuance
under the Company Stock Plans, there are no outstanding  options,  warrants,  
rights (including  conversion and preemptive  rights or rights of first refusal)
or other agreements to issue or purchase any shares of Common Stock or Preferred
Stock of the Company.

        2.4  Offering.   Subject   to  the   accuracy   of  each   Purchaser's
representations  in Section 3 hereof, the offer, sale and issuance of the Shares
to be  issued  in  conformity  with  the  terms  of  this  Agreement  constitute
transactions  exempt  from the  registration  requirements  of  Section 5 of the
Securities Act of 1933, as amended (the "Securities Act").

        2.5  Brokers or Finders.  The  Company  has not  engaged  any  brokers,
finders or agents, and no Purchasers have incurred, and will not incur, directly
or indirectly, as a result of any action taken by the Company, any liability for
brokerage  or finders'  fees or agents'  commissions  or any similar  charges in
connection  with the Agreement.  In the event that the preceding  sentence is in
any way  inaccurate,  the Company  agrees to indemnify  and hold  harmless  each
Purchaser from any liability for any commission or compensation in the nature of
a finder's fee (and the costs and expenses of defending  against such liability)
for which  such  Purchaser,  or any of his  officers,  directors,  employees  or
representatives, is responsible.

       2.6 Disclosure. The Company's reports,  registration statements,  proxy
statements and other materials,  together with any amendments thereto,  required
to be filed by the Company with the Securities and Exchange  Commission  ("SEC")
under the  Securities  Exchange Act of 1934,  as amended (the  "Exchange  Act"),
since August 22, 1995 (the "SEC Reports") do not, as of the date filed,  contain
any  untrue  statement  of a  material  fact or omit to  state a  material  fact
necessary to make the statements therein, in light of the circumstances in which
they were made, not misleading.  The financial  statements  contained in the SEC
Reports  fairly  present the  financial  position of the Company as of the dates



                                       29
<PAGE>



thereof and for the periods covered thereby and have been prepared in accordance
with generally accepted  accounting  principles and with the published rules and
regulations of the SEC with respect thereto.

                                    Section 3

                  REPRESENTATIONS AND WARRANTIES OF PURCHASERS

         Each Purchaser hereby severally  represents and warrants to the Company
with respect to the purchase of the Shares as follows:

         3.1 Accredited  Investor;  Experience.  The Purchaser is an "accredited
investor"  as such term is defined in Rule 501(a) of  Regulation  D  promulgated
under the Securities Act. The Purchaser has substantial experience in evaluating
and  investing in private  placement  transactions  of  securities  in companies
similar to the Company so that he is capable of evaluating  the merits and risks
of his  investment  in the  Company  and has the  capacity  to  protect  his own
interests.  The  Purchaser  has had an  opportunity  to  discuss  the  Company's
business, management and financial affairs with the Company's management and has
also had an  opportunity  to ask  questions  of the  Company's  officers,  which
questions were answered to his satisfaction. The Purchaser understands that such
discussions,  as well as any written  information  issued by the  Company,  were
intended to describe certain aspects of the Company's business and prospects but
were not a thorough or exhaustive description. The foregoing,  however, does not
limit or modify the  representations and warranties in Section 2 or the right of
the Purchaser to rely thereon.

         3.2  Investment.  The Purchaser is acquiring the Shares for  investment
for the  Purchaser's  own account,  not as a nominee or agent,  and not with the
view to,  or for  resale in  connection  with,  any  distribution  thereof.  The
Purchaser  understands  that the Shares to be purchased  have not been, and will
not be,  registered  under the Securities Act by reason of a specific  exemption
from the  registration  provisions of the Securities  Act, the  availability  of
which depends upon,  among other things,  the bona fide nature of the investment
intent and the accuracy of the Purchaser's representations as expressed herein.

         3.3 Rule 144. The Purchaser  acknowledges  that the Shares must be held
indefinitely unless  subsequently  registered under the Securities Act or unless
an exemption  from such  registration  is  available.  Moreover,  the  Purchaser
understands that, except as otherwise set forth herein,  the Company is under no
obligation to register the Shares.  The Purchaser is aware of the  provisions of
Rule 144  promulgated  under the  Securities  Act which permit limited resale of
shares  purchased  in  a  private  placement  without   registration  under  the
Securities Act subject to the  satisfaction  of certain  conditions,  including,
among other  things,  the  existence  of a public  market for the shares and the
availability of certain current public information about the Company.

         3.4 Authorization.  This Agreement,  when executed and delivered by the
Purchaser,  will  constitute  the valid and legally  binding  obligations of the
Purchaser,  enforceable  in  accordance  with its terms and  subject  to laws of
general application relating to bankruptcy, insolvency and the relief of debtors
and rules of law  governing  specific  performance,  injunctive  relief or other
equitable remedies.

         3.5  Brokers or Finders.  The  Purchaser  has not engaged any  brokers,
finders,  or  agents,  and the  Company  has not  incurred,  and will not incur,
directly or indirectly,  as a result of any action taken by the  Purchaser,  any
liability for brokerage or finders' fees or agents'  commissions  or any similar
charges in  connection  with this  Agreement and the  transactions  contemplated
hereby. In the event that the preceding  sentence is in any way inaccurate,  the
Purchaser  agrees to indemnify  and hold harmless the Company from any liability
for any  commission  or  compensation  in the nature of a finder's  fee (and the
costs and expenses of defending  against such  liability or asserted  liability)
for  which  the  Company,  or any  of  its  officers,  directors,  employees  or
representatives, is responsible.

         3.6 Tax Liability. The Purchaser has reviewed with his own tax advisers
the  federal,  state and  local  tax  consequences  of this  investment  and the
transactions  contemplated  by this  Agreement  and has  relied  solely  on such
advisers and not on any statements or  representations  of the Company or any of
its agents.  The Purchaser  understands  that he (and not the Company)  shall be
responsible  for his own tax  liability  that  may  arise  as a  result  of this
investment or the transactions contemplated by this Agreement.

         3.7 Restrictions on Transfer; Legend. 

         (a) Prior to any proposed sale,  assignment,  transfer or pledge of any
Shares (other than a transfer not  involving a change in beneficial  ownership),
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 the holder's intention to effect such transfer,  sale, assignment
or pledge.  Each  notice  shall  describe  the manner and  circumstances  of the
proposed transfer, sale, assignment or pledge in sufficient detail, and shall be
accompanied by a written opinion of legal counsel reasonably satisfactory to the
Company addressed to the Company to the effect that the proposed transfer of the
Shares may be effected  without  registration  under the  Securities  Act.  Each
certificate  evidencing the Shares  transferred as above provided shall bear the
appropriate  restrictive  legend set forth in Section 3.7(b) below,  except that
such  certificate  shall not bear such  restrictive  legend if in the opinion of
counsel for such holder and in the reasonable opinion of the Company such legend
is not  required in order to  establish  compliance  with any  provision  of the
Securities Act.

         (b) Each certificate  representing the Shares shall be endorsed with
the following legends and any other legends required by law:

(i)      THE SHARES  REPRESENTED  BY THIS  CERTIFICATE  HAVE BEEN  ACQUIRED  FOR
         INVESTMENT  AND NOT WITH A VIEW TO, OR IN CONNECTION  WITH, THE SALE OR
         DISTRIBUTION  THEREOF.  NO SUCH  SALE OR  DISPOSITION  MAY BE  EFFECTED
         WITHOUT  AN  EFFECTIVE  REGISTRATION  STATEMENT  RELATED  THERETO OR AN
         OPINION  OF  COUNSEL  FOR THE  COMPANY  THAT SUCH  REGISTRATION  IS NOT
         REQUIRED UNDER THE SECURITIES ACT OF 1933.


                                       30
<PAGE>



(ii)     THE  SHARES  REPRESENTED  BY THIS  CERTIFICATE  ARE  SUBJECT TO CERTAIN
         RESTRICTIONS  UPON  TRANSFER AS SET FORTH IN AN  AGREEMENT  BETWEEN THE
         COMPANY  AND THE  SHAREHOLDER,  A COPY OF  WHICH  IS ON FILE  WITH  THE
         SECRETARY OF THE COMPANY.

                                    Section 4

                       CONDITIONS PRECEDENT TO OBLIGATIONS

         4.1 Conditions to the  Purchasers'  Obligations.  The obligation of the
Purchasers  to  purchase  the  Shares at the  Closing  shall be  subject  to the
satisfaction on or prior to the Closing Date of all of the following  conditions
(any of which may be waived by the Purchasers):

         (a) Representations, Warranties and Covenants of the Company. The 
Company shall have complied in all material respects  with  all of its  agree-
ments  and  covenants  contained  herein  to be performed  at or prior to the 
Closing  Date,  and all the  representations  and warranties  of the  Company  
contained  herein  shall  be true  in all  material respects  on and as of the 
Closing  Date with the same effect as though made on and as of the Closing Date,
except as otherwise contemplated hereby.

         (b) No Prohibition. No statute, rule or regulation or orderof any court
or administrative agency shall be in effect  which  restrains or prohibits  the 
Purchasers from consummating  the transactions  contemplated hereby. The Company


                                       31
<PAGE>


shall have obtained all necessary Blue Sky law permits and  qualifications,  or
have the availability of exemption therefrom, required by any state for the
offer and sale of the Shares.

         (c) Proceedings  and  Documents.  All corporate and other proceedings  
in  connection  with the  transactions contemplated on the Closing Date and all 
documents and instruments incident to such transactions shall have been reason-
ably approved by each of the Purchasers (or his counsel).

         4.2  Conditions to the Company's  Obligations.  The  obligations of the
Company to sell the Shares at the Closing  shall be subject to the  satisfaction
on or prior to the Closing Date of all of the following conditions (any of which
may be waived by the Company): (a) Representations,  Warranties and Covenants of
the Purchasers. The Purchasers shall have complied in all material respects
with all of their agreements and covenants contained herein to be performed at
or prior to the Closing Date, and all of the representations and warranties of 
the Purchasers contained herein shall be true in all material respects on and as
of the Closing Date with the same effect as though made on and as of the Closing
Date.

        (b) No  Prohibition.  No statute,  rule or  regulation or order of any
court or  administrative  agency shall be in effect which restrains or prohibits
the Company from consummating the transactions  contemplated hereby. The Company


                                       32
<PAGE>



shall have obtained all necessary  Blue Sky law permits and  qualifications,  or
have the  availability  of  exemption  therefrom,  required by any state for the
offer and sale of the Shares.

       (c) Proceedings and Documents.  All corporate and other  proceedings in 
connection with the transactions contemplated on the Closing Date and all docu-
ments and instrument incident to such  transactions  shall have been  reasonably
approved by the Company and its counsel.



                                    Section 5

                            COVENANTS OF THE COMPANY

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

               "Commision" 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  Common   Purchaser   holding
Registrable  Securities  and (ii) any person holding  Registrable  Securities to
whom the rights under this Section 5 have been  transferred  in accordance  with
Section 5.7 hereof.

               "Initiating  Holders" shall mean Holders or transferees of any
Holders  under  Section 5.7 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 this  Agreement  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
may be removed upon the request of the Holder.

               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.


                                       33
<PAGE>


               "Registration  Expenses"  shall mean all  expenses,  except as
otherwise  stated  below,  incurred by the Company in complying  with Sections 5
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).

               "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.

         5.2 Request for  Registration.  The Company covenants that upon receipt
of a  written  request  from the  Initiating  Holders,  it will file and use its
reasonable  commercial  efforts to make  effective as soon as possible a "shelf"
S-1 registration statement (or if the Company qualifies or receives a waiver, an
S-3  registration  statement ) with respect to the Registrable  Securities.  The
Company further covenants and agrees to keep such registration effective (and to
the extent necessary under applicable law, update such  registration  statement)
for a period of two (2) years from the Closing Date.

         Notwithstanding  the  foregoing,  the Company shall not be obligated to
file such  registration  statement 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;

         Notwithstanding  the foregoing,  the Company shall not be obligated to 
make such registration statement go effective prior to six (6) months after the 
Closing Date;

         The rights under this Section 5.2 shall  terminate  two (2) years after
the Closing Date.

         5.3 Expenses of  Registration.  All Registration  Expenses  incurred in
connection  with the  above  registration  shall be  borne by the  Company.  All
Selling Expenses relating to securities registered on behalf of the Holders.

         5.4 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 registra-
tion,  qualification or compliance has been  effected  pursuant to this Section 
5, against all  expenses,  claims, losses, damages or liabilities (or actions in



                                       34
<PAGE>


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 reg-
istration statement, prospectus, offering circular or other document, or any 
amendment or supplement thereto,  incident to any such registration, qualifica-
tion 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 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, for any legal and any other expenses reasonably incur-
red 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 exe-
cuted by such Holder or controlling person and stated to be specifically for use
therein.

             (b) Each  Holder  will,  if  Registrable  Securities  held by such
Holder  are   included  in   thesecurities   as  to  which  such   registration,
qualification  or compliance is being effected,  indemnify the Company,  each of
its directors and officers,  if any, of the Company's securities covered by such
a  registration  statement,  each person who  controls  the  Company  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, 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.

            (c) Each party  entitled to  indemnification  under this Section 5.4
(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 of the



                                       36
<PAGE>



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 5
unless  the  failure  to  give  such  notice  is  materially  prejudicial  to an
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).

         5.5  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 5.

         5.6 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 docu-
ments of the Company and other related  information in the possession of or 
reasonably obtainable by the Company.

         5.7 Transfer of Registration Rights. The rights to cause the Company to
register  securities  granted  Holders  under  Section  5 may be  assigned  to a



                                       37
<PAGE>


transferee or assignee reasonably acceptable to the Company (which consent shall
not be unreasonably  withheld) in connection with indemnifying  Party, who shall
conduct 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 20,000 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 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.

                                    Section 6

                                  MISCELLANEOUS

         6.1 Confidentiality. The Purchasers shall not, at any time, disclose to
any third party any confidential information or trade secret of the Company, any
client or customer  of the  Company  (other than as may be required by law or in
the normal  course of business),  or utilize such  confidential  information  or
trade secret for their own benefit,  or for the benefit of any third party.  The
term   "confidential   information  or  trade  secret"  shall  not  include  any
information  which is or shall  become  generally  available to the public other
than by breach of this provision.

         6.2 Notices. All notices and other communications required or permitted
to be given under any provision of this Agreement  shall be in writing and shall
be deemed  given  when  delivered  (i) by hand,  (ii) by Express  Mail,  Federal
Express or other overnight  express  delivery service  (receipt  requested),  or
(iii) by telecopy (receipt confirmed), as follows:

         (a) If to the Purchaser, addressed to the Purchaser at the address set
forth on the Schedule of Purchasers or at such other address as the Purchaser 
has furnished to the Company in writing.

         (b) If to the Company, addressed to the Company at

                           Euphonix, Inc.
                           220 Portage Avenue
                           Palo Alto, CA 94306
                           Attention: President and Chief Executive Officer

                           with a copy to:

                           Wilson Sonsini Goodrich & Rosati
                           650 Page Mill Road
                           Palo Alto, CA 94304-1050
                           Attention: John V. Roos, Esq.




                                       38
<PAGE>


         Any party may change its address for the purpose of this  Agreement  by
notice to the other parties  given as set forth above.  Any such notice shall be
deemed to have been given (i) upon delivery,  if personally delivered or sent by
overnight  courier and (ii) on the first  business day  following  telecopy,  if
telecopied.

         6.3 Entire Agreement.  This writing constitutes the entire agreement of
the parties with respect to the subject matter hereof,  and supersedes any prior
written or oral  understandings  or agreements  among the parties  regarding the
subject  matter  hereof.  Neither  this  Agreement  nor any term  hereof  may be
modified,   amended,  waived  or  terminated  except  by  a  written  instrument
specifically  referring to this Agreement  signed by the Company and each of the
Purchasers.

         6.4 Partial  Invalidity.  If any provision of this Agreement is for any
reason held to be invalid,  prohibited or unenforceable in any jurisdiction by a
court of competent jurisdiction, such provision, as to such jurisdiction,  shall
be   ineffective   to  the   extent   of   such   invalidity,   prohibition   or
unenforceability,  without  invalidating the remaining portion of such provision
or the  other  provisions  of  this  Agreement  or  affecting  the  validity  or
enforceability  of such  provision in any other  jurisdiction;  provided that no
such  severability  shall be  effective  if it  materially  changes the economic
benefit of this Agreement to any party.

         6.5 No  Waiver.  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  non-defaulting  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  previously 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 party 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.

         6.6 Successors and Assigns.  Except as otherwise  provided herein,  the
provisions  of this  Agreement  shall  insure to the  benefit of, and be binding
upon,  the  successors,  assigns,  heirs,  executors and  administrators  of the
parties;  provided,  however,  that the rights of each Purchaser to purchase the
Shares shall not be assignable without the consent of the Company.

         6.7  Announcements.  The  Purchasers  agree  not  to  make  any  public
announcement with respect to this Agreement and the transactions contemplated by
this Agreement without the prior approval of the Company.

         6.8 Expenses.  Each party to this Agreement  shall pay its own expenses
and costs incurred by it in connection with the negotiation and  consummation of
this Agreement.


                                       39
<PAGE>


         6.9 Headings. The article and section headings contained herein are for
the  purpose of  convenience  only and are not  intended  to define or limit the
contents of said articles or sections.

         6.10  Cooperation.  Each party hereto shall cooperate,  shall take such
further  action and shall  execute and deliver such further  documents as may be
reasonably requested by the other party in order to carry out the provisions and
purposes of this Agreement.

         6.11 Governing Law. This Agreement and all amendments thereof shall, in
all respects,  be governed by and construed and enforced in accordance  with the
internal laws (without regard to principles of conflicts of law) of the State of
California.

         6.12 Finders Fees. The Company will indemnify the  Purchasers,  and the
Purchasers will indemnify the Company,  against all liabilities  incurred by the
indemnifying  party or  parties  with  respect to claims  related to  investment
banking or finders fees in connection with the transactions contemplated by this
Agreement,  arising out of arrangements  between the party asserting such claims
and the  indemnifying  party or parties,  and all costs and expenses  (including
reasonable fees of counsel) of investigating and defending such claims.

         6.13  California  Corporate  Securities Law. THE SALE OF THE SECURITIES
WHICH  ARE THE  SUBJECT  OF THIS  AGREEMENT  HAS NOT  BEEN  QUALIFIED  WITH  THE
COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF SUCH
SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE  CONSIDERATION  THEREFOR
PRIOR TO SUCH  QUALIFICATION IS UNLAWFUL UNLESS THE SALE OF SECURITIES IS EXEMPT
FROM THE  QUALIFICATION  BY SECTION  25100,  25102,  OR 25105 OF THE  CALIFORNIA
CORPORATIONS  CODE.  THE RIGHTS OF ALL PARTIES TO THIS  AGREEMENT  ARE EXPRESSLY
CONDITIONED  UPON  SUCH  QUALIFICATION  BEING  OBTAINED,  UNLESS  THE SALE IS SO
EXEMPT.

         6.14  Counterparts.  This  Agreement  may be  executed in any number of
counterparts,  each of which shall be deemed an original  and all of which shall
be deemed one instrument.

         6.15  Survival.   The   representations,   warranties,   covenants  and
agreements  made  herein  shall  survive  any  investigation  made by any of the
Purchasers and the closing of the transactions contemplated hereby.




                                       40
<PAGE>




         IN WITNESS  WHEREOF,  the parties have caused this Agreement to be duly
executed as of the date first written above.

                                 EUPHONIX, INC.

                                 By: /s/ Barry L. Margerum
                                     _____________________  
                                     Barry L. Margerum
                                 Title:   Chief Executive Officer and President

                                 PURCHASERS:

                                 ONSET Enterprise Associates

                                 By:  /s/ Robert F. Kuhling, Jr.
                                      _________________________
                                 Name:  Robert F. Kuhling, Jr.
                                 Title:  General Partner,
                                         OEA Management, L.P.
                                         The General Partner of
                                         ONSET Enterprise Associates, L.P.

                                         Linda Wei-Lee Chang 1998 Trust:

                                         By:   /s/ Michael Minhall Chang
                                               _________________________     
                                               Michael Minhall Chang, Trustee

                                         By:   /s/ Linda Wei-Lee Chang
                                               _______________________
                                               Linda Wei-Lee Chang, Trustee

                                         Michael Minhall Chang 1998 Trust:

                                         By:   /s/ Linda Wei-Lee Chang
                                               _______________________
                                               Linda Wei-Lee Chang, Trustee

                                         By:   /s/ Michael Minhall Chang
                                               _________________________
                                               Michael Minhall Chang, Trustee

                                         /s/ Milton Chang
                                         ________________
                                         Milton Chang

                                         /s/ Scott Silfvast
                                         __________________
                                         Scott Silfvast

                                        /s/ Amy Silfvast
                                        ________________
                                        Amy Silfvast

                                                              

                                       41
<PAGE>

<TABLE>
<CAPTION>
<S>                


                                    EXHIBIT A
                                    _________

                             SCHEDULE OF PURCHASERS
                             ______________________
 <C>                           <C>                          <C>

Purchaser Name and Address     No. Shares Purchased          Purchase Price
__________________________     ____________________          ______________

ONSET Enterprise Associates          800,000                  $   1,500,000

Milton Chang                          80,000                  $     150,000

Linda Wei-Lee Chang 1998 Trust        53,333                  $      99,999.38

Michael Minhall Chang 1998 Trust      53,333                  $      99,999.38

Scott Silfvast and Amy Silfvast       53,333                  $      99,999.38



</TABLE>



















                                       42
<PAGE>
                                                  

                                                            
EXHIBIT 10.11












                                 EUPHONIX, INC.

                               220 Portage Avenue
                           Palo Alto, California 94306

                         COMMON STOCK PURCHASE AGREEMENT

                                January 26, 1999





















                                       43
<PAGE>




                                TABLE OF CONTENTS
                                                                          Page
                                                                          ----


Section 1 Authorization and Sale of Common Stock............................46

         1.1      Authorization.............................................46
         1.2      Sale of Shares............................................46

Section 2 Closing Date; Delivery............................................46

         2.1      Closing...................................................46
         2.2      Delivery..................................................46

Section 3 Representations and Warranties of the Company.....................47

         3.1      Organization and Standing.................................47
         3.2      Corporate Power...........................................47
         3.3      Capitalization............................................47
         3.4      Authorization.............................................48
         3.5      Financial Statements......................................48
         3.6      No Material Adverse Change................................48
         3.7      No Undisclosed Liabilities................................48
         3.8      Title to Assets...........................................49
         3.9      Actions Pending...........................................49
         3.10     Compliance with Law.......................................49
         3.11     Certain Fees..............................................49
         3.12     Disclosure................................................49
         3.13     Material Agreements.......................................49
         3.14     Employees.................................................50
         3.15     Intellectual Property, Trademarks, etc....................50

Section 4 Representations and Warranties of the Purchasers..................50

         4.1      Experience; Speculative Nature of Investment..............50
         4.2      Investment................................................50
         4.3      Rule 144..................................................50
         4.4      Access to Data............................................51
         4.5      Authorization.............................................51
         4.6      Brokers or Finders........................................51
         4.7      Tax Liability.............................................51



                                       44
<PAGE>

                               TABLE OF CONTENTS
                                  (continued)

         4.8      Recent Transfers..........................................51

Section 5 Conditions to Purchasers'Obligations to Close.....................52

         5.1      Representations and Warranties Correct....................52
         5.2      Covenants.................................................52
         5.3      Blue Sky..................................................52
         5.4      Rights Agreement..........................................52
         5.5      Compliance Certificate....................................52
         5.6      Compliance with Law.......................................52
         5.7      Opinion of Company's Counsel..............................52

Section 6 Conditions to Company's Obligations to Close......................52

         6.1      Representations...........................................52
         6.2      Covenants.................................................52
         6.3      Blue Sky..................................................53
         6.4      Rights Agreement..........................................53
         6.5      Compliance with Law.......................................53

Section 7 Covenants of the Company..........................................53

         7.1      Board of Directors........................................53

Section 8 Miscellaneous.....................................................53

         8.1      Governing Law.............................................53
         8.2      Survival..................................................53
         8.3      Successors and Assigns....................................53
         8.4      Entire Agreement; Amendment...............................53
         8.5      Notices, etc..............................................54
         8.6      Delays or Omissions.......................................54
         8.7      California Corporate Securities Law.......................54
         8.8      Counterparts..............................................55
         8.9      Severability..............................................55
         8.10     Titles and Subtitles......................................55
         8.11     Expenses..................................................55
         8.12     Limitation on Liability...................................55
         8.13     Attorney's Fees...........................................55



                                       45
<PAGE>

              



                                 EUPHONIX, INC.

                         COMMON STOCK PURCHASE AGREEMENT

         THIS COMMON STOCK PURCHASE  AGREEMENT (the  "Agreement")  is made as of
January 26, 1999 by and among  Euphonix,  Inc.,  a California  corporation  (the
"Company"),  and the  individuals  on the  Schedule  of  Purchasers  attached as
Exhibit A hereto (the "Purchasers").

                                    Section 1

                     Authorization and Sale of Common Stock

                  1.1 Authorization.  The Company will, prior to the Closing (as
defined below),  authorize the sale and issuance of up to 1,320,446  shares (the
"Shares") of the Company's Common Stock ("Common Stock").

                  1.2 Sale of  Shares.  Subject to the terms and  conditions  of
this Agreement, each Purchaser agrees to purchase and the Company agrees to sell
and issue to each  Purchaser the number of Shares set forth opposite his name on
the  Schedule  of  Purchasers,  at a cash  price per  share  equal to 90% of the
average closing bid price per share for the ten days  immediately  preceding the
Closing Date (as defined below). The Company's  agreement with each Purchaser is
a separate agreement, and the sale of the Shares to each Purchaser is a separate
sale.

                                    Section 2

                             Closing Date; Delivery

                  2.1 Closing.  The  purchase  and sale of the Shares  hereunder
shall take place at one  closing  ("the  Closing")  on January  26,  1999,  (the
"Closing  Date").  The Closing  shall be held at the  offices of Wilson  Sonsini
Goodrich & Rosati, 650 Page Mill Road, Palo Alto, California, at 9:00 a.m. local
time,  on the  Closing  Date,  or at such  other  time and place  upon which the
Company and the Purchaser shall agree.

                  2.2 Delivery. At the Closing, the Company will deliver to each
Purchaser a certificate  registered in each  Purchaser's  name  representing the
number of Shares that each  Purchaser is purchasing  for payment of the purchase
price  therefor  as set forth in  Section  1.2  above,  by check  payable to the
Company or wire transfer per the Company's instructions.



                                       46
<PAGE>


                                    Section 3

                  Representations and Warranties of the Company

         Except as set forth in writing in the disclosure letter supplied by the
Company to the Purchaser (the  "Disclosure  Letter") the Company  represents and
warrants to the Purchasers as of the date of this Agreement as follows:

                  3.1  Organization  and Standing.  The Company is a corporation
duly  organized and existing  under,  and by virtue of, the laws of the State of
California  and is in good standing  under such laws.  The Company has requisite
corporate power and authority to own and operate its properties and assets,  and
to carry on its business. The Company is presently qualified to do business as a
foreign  corporation in each  jurisdiction  where the failure to be so qualified
would have a material adverse effect on the Company's business.

                  3.2 Corporate  Power.  The Company has all requisite legal and
corporate  power and  authority to execute and deliver this  Agreement  and that
certain Registration Rights Agreement  substantially in the form attached hereto
as Exhibit B (the "Rights  Agreement"),  to sell and issue the Shares hereunder,
and to carry out and perform its  obligations  under the terms of this Agreement
and the Rights Agreement (together the "Agreements").

                  3.3  Capitalization.  The  authorized  capital  stock  of  the
Company and the shares thereof issued and  outstanding as of the date hereof are
set  forth  in the  Disclosure  Letter.  All of the  outstanding  shares  of the
Company's  Common  Stock have been duly and  validly  authorized.  Except as set
forth  in this  Agreement  and the  Rights  Agreement  and as set  forth  in the
Company's most recent Form 10-K, including the accompanying financial statements
("Form 10-K"),  or in the Company's  most recent Form 10-Q ("Form 10-Q"),  filed
with the Securities and Exchange  Commission (the "Commission")  pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act") in other public
filings  made by the Company  with the  Commission  pursuant to the Exchange Act
(collectively, the "Commission Filings"), or the Disclosure Letter, no shares of
Common Stock are entitled to preemptive rights or registration  rights and there
are no outstanding  options,  warrants,  scrip,  rights to subscribe to, call or
commitments  of any  character  whatsoever  relating to, or securities or rights
convertible  into,  any shares of  capital  stock of the  Company.  Furthermore,
except as set forth in this Agreement and the Rights  Agreement and as set forth
in the Commission  Filings,  or the Disclosure  Letter,  there are no contracts,
commitments,  understandings,  or  arrangements  by which the  Company is or may
become bound to issue  additional  shares of the capital stock of the Company or
options,  securities or rights  convertible  into shares of capital stock of the
Company.  Except for registration rights contained in agreements entered into by
the Company in order to sell restricted securities as provided in the Commission
Filings or the  Disclosure  Letter,  the Company is not a party to any agreement
granting  registration rights to any person with respect to any of its equity or
debt securities.  The Company is not a party to, and it has no knowledge of, any
agreement  restricting the voting or transfer of any shares of the capital stock
of  the  Company.  Except  as set  forth  in the  Commission  Filings  or in the
Disclosure  Letter,  the  offer  and  sale  of all  capital  stock,  convertible


                                       47
<PAGE>


securities,  rights,  warrants,  or options of the Company  issued  prior to the
Closing  complied with all applicable  federal and state securities laws, and no
stockholder  has a right of  rescission  or damages with respect  thereto  which
would have a material  adverse  effect on the Company's  financial  condition or
operating results.

                  3.4  Authorization.  All  corporate  action on the part of the
Company and its directors necessary for the authorization,  execution,  delivery
and  performance  of the  Agreements by the Company,  the  authorization,  sale,
issuance and delivery of the Shares, and the performance of all of the Company's
obligations  under the  Agreements  has been taken or will be taken prior to the
Closing.  The  Agreements,  when  executed and  delivered by the Company,  shall
constitute  valid  and  binding  obligations  of  the  Company,  enforceable  in
accordance with their terms,  subject to laws of general application relating to
bankruptcy,  insolvency  and the  relief of debtors  and rules of law  governing
specific performance, injunctive relief or other equitable remedies, except that
the  indemnification  provisions  of  Section  1.9 of the Rights  Agreement  may
further be limited by principles of public  policy.  The Shares,  when issued in
compliance with the provisions of this Agreement,  will be validly issued,  will
be fully paid and nonassessable,  and will be free of any liens or encumbrances,
other  than any  liens  or  encumbrances  created  by the  Purchaser;  provided,
however,  that the Shares are subject to  restrictions  on transfer  under state
and/or federal securities laws as set forth herein and in the Rights Agreement.

                  3.5  Financial  Statements.  The  financial  statements of the
Company  included in the  Commission  Filings  comply as to form in all material
respects with  applicable  accounting  requirements  and the published rules and
regulations of the Commission or other  applicable  rules and  regulations  with
respect thereto. Such financial statements have been prepared in accordance with
generally accepted accounting  principles ("GAAP") applied on a consistent basis
during the periods  involved  (except (i) as may be otherwise  indicated in such
financial  statements  or the  notes  thereto  or (ii) in the case of  unaudited
interim  statements,  to the extent  they may not  include  footnotes  or may be
condensed or summary  statements),  and fairly present in all material  respects
the  financial  position  of the Company  and its  subsidiaries  as of the dates
thereof and the results of operations  and cash flows for the periods then ended
(subject,  in the  case  of  unaudited  statements,  to  normal  year-end  audit
adjustments).

                 3.6  No Material Adverse Change.  Since September 30, 1998, the
date through which the most recent  quarterly report of the Company on Form 10-Q
has been prepared and filed with the Commission, the Company has not experienced
or suffered any event or condition  which has  materially  affected the business
operations, assets or financial condition of the Company.

                 3.7  No Undisclosed  Liabilities.  Except as  disclosed in the
Commission  Filings or the Disclosure  Letter,  the Company has no  liabilities,
obligations,  claims or losses  that  would be  required  to be  disclosed  on a
balance sheet of the Company  (including  the notes  thereto),  other than those
incurred in the ordinary  course of the Company's  business since  September 30,
1998 and which,  individually  or in the  aggregate,  do not or would not have a
material  adverse  effect on the  Company's  financial  condition  or  operating
results.


                                       48
<PAGE>


                3.8 Title to Assets. The Company has good and marketable title
to all of its  property and assets,  free of any  mortgages,  pledges,  charges,
liens,  security interests or other encumbrances,  except for those indicated in
the  Commission  Filings  or the  Disclosure  Letter  or  such  that  could  not
reasonably  be  expected  to cause a material  adverse  effect on the  Company's
financial condition or operating results.

                3.9  Actions  Pending.   There  is  no  action,  suit,  claim,
investigation  or  proceeding  pending  or,  to the  knowledge  of the  Company,
threatened  against the Company,  which questions the validity of this Agreement
or the  transactions  contemplated  hereby  or any  action  taken or to be taken
pursuant hereto or thereto. Except as set forth in the Commission Filings or the
Disclosure Letter, there is no action, suit, claim,  investigation or proceeding
pending or, to the  knowledge of the Company,  threatened,  against or involving
the Company, any subsidiary or any of their respective  properties or assets and
which,  if adversely  determined,  is reasonably  likely to result in a material
adverse effect on the Company's financial condition or operating results.

               3.10 Compliance with Law. To the knowledge of the Company, the
business of the Company has been and is presently  being conducted in accordance
with  all  applicable  federal,   state  and  local  governmental  laws,  rules,
regulations and ordinances, except as set forth in the Commission Filings or the
Disclosure  Letter,  or such that do not cause a material  adverse  effect.  The
Company has all franchises,  permits, licenses,  consents and other governmental
or  regulatory  authorizations  and  approvals  necessary for the conduct of its
business  as now being  conducted  by it unless  the  failure  to  possess  such
franchises,  permits,  licenses,  consents and other  governmental or regulatory
authorizations  and  approvals,  individual  or  in  the  aggregate,  could  not
reasonably  be  expected  to have a  material  adverse  effect on the  Company's
financial condition or operating results.

               3.11 Certain Fees. No brokers,  finders or financial  advisory
fees  or  commissions  will  be  payable  by the  Company  with  respect  to the
transactions contemplated by this Agreement.

               3.12  Disclosure.  To the  best  of the  Company's  knowledge,
neither this Agreement nor any other documents  furnished to the Purchaser by or
on behalf of the Company in connection  with the  transactions  contemplated  by
this Agreement contain any untrue statement of a material fact or omits to state
a  material  fact  necessary  in order to make the  statements  made  herein  or
therein,  in the light of the circumstances under which they were made herein or
therein, not misleading.

               3.13  Material   Agreements.   Except  as  set  forth  in  the
Commission  Filings or the Disclosure  Letter, the Company is not a party to any
written or oral contract, instrument, agreement, commitment, obligation, plan or
arrangement,  a copy of which would be required to be filed with the  Commission
as an exhibit to a  registration  statement or  applicable  form  (collectively,
"Material  Agreements")  if the Company were  registering  securities  under the
Securities Act of 1933, as amended (the  "Securities  Act").  The Company has in
all material respects performed all the obligations  required to be performed by
it under the foregoing agreements, has received no notice of default and, to the
best of the Company's knowledge,  is not in default under any Material Agreement


                                       49
<PAGE>


now in effect,  the result of which  could  reasonably  be  expected  to cause a
material  adverse  effect on the  Company's  financial  condition  or  operating
results.

             3.14 Employees.  Except as set forth in the Commission Filings
or the  Disclosure  Letter  or as  otherwise  disclosed  by the  Company  to the
Purchaser,  the Company has no collective bargaining  arrangements or agreements
covering any of its employees.

             3.15 Intellectual Property,  Trademarks,  etc. The Company has
the right to use, free and clear of all liens, charges, claims and restrictions,
all intellectual  property,  patents,  trademarks,  service marks,  trade names,
copyrights,  licenses  and rights  necessary  to the  business of the Company as
presently conducted. To the best of the Company's knowledge,  the Company is not
infringing upon or otherwise  acting  adversely to the right or claimed right of
any other person under or with respect to the foregoing.

                                   Section 4

                Representations and Warranties of the Purchasers

         Each Purchaser  hereby  represents  and warrants to the Company,  as to
himself  only and not with respect to any other  Purchaser,  with respect to the
purchase of Shares as follows:

         4.1  Experience;   Speculative  Nature  of  Investment. Each Purchaser 
(or its principals or advisors) has substantial experience in evaluating and
investing in private  placement  transactions  of securities in companies simi-
lar to the Company so that it is capable of evaluating the merits and risks of 
its investment in the Company and has the capacity to protect its own interests.
Each Purchaser acknowledges that its investment in the Company is
highly  speculative and entails a substantial  degree of risk and each Purchaser
is in a position to lose the entire amount of such investment.

         4.2  Investment.   Each  Purchaser is  acquiring  the Shares for
investment for its own account, not as a nominee or agent, and not with the view
to, or for resale in connection with, any distribution  thereof.  Each Purchaser
understands  that the Shares to be purchased  hereby have not been, and will not
be,  registered under the Securities Act (except as provided in Section 3 of the
Rights  Agreement)  by  reason of a  specific  exemption  from the  registration
provisions of the Securities Act, the  availability of which depends upon, among
other things,  the bona fide nature of the investment intent and the accuracy of
the  Purchasers'  representations  as  expressed  herein.  Each  Purchaser is an
"accredited   investor"  within  the  meaning  of  Regulation  D,  Rule  501(a),
promulgated by the Securities and Exchange Commission.

         4.3  Rule 144.  Each Purchaser acknowledges that the Shares must be
held indefinitely unless subsequently  registered under the Securities Act or
unless an exemption from such registration is available. Each Purchaser is aware
of the provisions of Rule 144 promulgated  under the Securities Act which permit
limited  resale  of  shares  purchased  in a private  placement  subject  to the
satisfaction of certain conditions, including, among other things, the existence
of a public market for the shares,  the  availability  of certain current public


                                       50
<PAGE>



information about the Company, the resale occurring not less than one year after
a party has  purchased  and paid for the  security  to be sold,  the sale  being
effected  through a "broker's  transaction" or in  transactions  directly with a
"market maker" and the number of shares being sold during any three-month period
not  exceeding  specified  limitations.  Each  Purchaser  understands  that  the
certificates  evidencing  the  Shares  will  be  imprinted  with a  legend  that
prohibits  the transfer of such  securities  unless they are  registered or such
registration is not required.

        4.4  Access to Data.  Each  Purchaser has had an opportunity to discuss
the Company's  business, management  and  financial  affairs  with its manage-
ment.  Each  Purchaser  has also had an  opportunity  to ask  questions of
officers of the Company, which questions were answered to its satisfaction. Each
Purchaser understands that such discussions,  as well as any written information
issued  by the  Company,  were  intended  to  describe  certain  aspects  of the
Company's  business  and  prospects  but  were  not  a  thorough  or  exhaustive
description.

       4.5  Authorization. The Agreements, when executed and delivered
by the Purchasers, will constitute valid and legally binding obligations of each
Purchaser,   enforceable  in  accordance   with  their  terms,   except  as  the
indemnification provisions of Section 1.9 of the Rights Agreement may be limited
by  principles  of public  policy,  and  subject to laws of general  application
relating to  bankruptcy,  insolvency  and the relief of debtors and rules of law
governing specific performance, injunctive relief or other equitable remedies.

       4.6  Brokers or Finders.  The  Purchasers  have not engaged any brokers,
finders or  agents,  and the  Company  has not, and will not,  incur, directly
or  indirectly,  as a  result of any  action  taken by  Purchasers,  any
liability for brokerage or finders' fees or agents'  commissions  or any similar
charges in  connection  with the  Agreements.  In the event  that the  preceding
sentence is in any way inaccurate,  each Purchaser  agrees to indemnify and hold
harmless  the  Company  and each  other  Purchaser  from any  liability  for any
commission  or  compensation  in the nature of a finder's fee (and the costs and
expenses of defending  against such liability) for which the Company,  any other
Purchaser, or any of their officers, directors, employees or representatives, is
responsible.

       4.7 Tax  Liability.  Each  Purchaser has reviewed with its own tax
advisors  the federal,  state,  local and foreign tax  consequences  of this
investment and the transactions contemplated by the Agreements. With respect to
such  matters,  each  Purchaser  relies  solely on such  advisors and not on any
statements or representations of the Company or any of its agents other than the
representations and warranties set forth herein. Each Purchaser understands that
it (and not the Company) shall be responsible for its own tax liability that may
arise as a result of this  investment or the  transactions  contemplated  by the
Agreements.

       4.8 Recent Transfers. The Purchasers have not purchased,  sold
or  transferred  any security of the Company  within the sixty days  immediately
preceding the date of this Agreement.



                                       51
<PAGE>

                                    Section 5

                 Conditions to Purchasers' Obligations to Close

         The  Purchasers'  obligations to purchase the Shares are, unless waived
by the Purchasers, subject to the fulfillment of the following conditions:

         5.1  Representations  and Warranties  Correct.  The representations and
warranties  made by the Company in Section 3 hereof shall be true and correct in
all material respects as of the Closing Date.

         5.2 Covenants.  All covenants,  agreements and conditions  contained in
the  Agreements  to be performed by the Company on or prior to the Closing shall
have been performed or complied with in all material respects.

         5.3 Blue Sky. The Company shall have  obtained all  necessary  Blue Sky
law  permits  and  qualifications,   or  have  the  availability  of  exemptions
therefrom, required by any state for the offer and sale of the Shares.

         5.4  Rights  Agreement.  The  Company  and the  Purchasers  shall  have
executed and delivered the Rights Agreement.

         5.5 Compliance Certificate.  The Chief Executive Officer of the Company
shall have executed a Compliance  Certificate,  in the form of Exhibit C hereto,
certifying the  satisfaction of the conditions to closing listed in Sections 5.1
and 5.2 hereof.

         5.6  Compliance  with  Law.  No  provision  of  any  applicable  law or
regulation and no judgment,  injunction, order or decree shall prohibit the sale
and issuance of the Shares and the consummation of the transactions contemplated
hereby.

         5.7 Opinion of Company's  Counsel.  Purchasers shall have received from
Wilson Sonsini Goodrich & Rosati,  counsel to the Company,  an opinion addressed
to the Purchasers, dated the Closing Date and in substantially the form attached
as Exhibit D.

                                    Section 6

                  Conditions to Company's Obligations to Close

         The Company's obligation to sell and issue the Shares is, unless waived
by the Company, subject to the fulfillment of the following conditions:

         6.1 Representations.  The representations and warranties made by the 
Purchasers in Section 4 hereof shall be true and correct as of the Closing Date.

         6.2 Covenants.  All covenants,  agreements and conditions  contained in
the  Agreements  to be performed by  Purchasers  on or prior to the Closing Date
shall have been performed or complied with in all material respects.


                                       52
<PAGE>


         6.3 Blue Sky. The Company shall have  obtained all  necessary  Blue Sky
law  permits  and  qualifications,   or  have  the  availability  of  exemptions
therefrom, required by any state for the offer and sale of the Shares.

         6.4  Rights  Agreement.  The  Company  and the  Purchasers  shall  have
executed and delivered the Rights Agreement.

         6.5  Compliance  with  Law.  No  provision  of  any  applicable  law or
regulation and no judgment,  injunction, order or decree shall prohibit the sale
and issuance of the Shares and the consummation of the transactions contemplated
hereby.

                                    Section 7

                            Covenants of the Company

         7.1 Board of  Directors.  The Company  covenants and agrees that for so
long as the  Purchasers (or either of them) hold more than 50% of the Shares (as
adjusted for stock splits,  stock dividends,  recapitalizations,  and the like),
the Company shall, subject to applicable law, use its reasonable best efforts to
obtain the  election of one nominee  designated  by the  Purchasers  at the next
election  of the Board of  Directors  of the  Company  or upon the next  vacancy
caused by the  resignation,  death or removal of a  director,  whichever  occurs
first, and thereafter,  to the extent permissible by applicable law, to maintain
such nominee as a member of the Board of Directors of the Company.

                                    Section 8

                                  Miscellaneous

         8.1 Governing Law. This Agreement  shall be governed in all respects by
the internal laws of the State of  California,  without  regard to its choice of
law rules.

         8.2 Survival. The representations, warranties, covenants and agreements
made herein  shall  survive any  investigation  made by the  Purchasers  and the
closing of the transactions contemplated hereby.

         8.3 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;
provided,  however,  that the rights of the  Purchasers  to purchase  the Shares
shall not be assignable without the prior written consent of the Company.

         8.4 Entire Agreement; Amendment. This Agreement and the other documents
delivered  pursuant  hereto  at the  Closing  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


                                       53
<PAGE>


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 holders
of a majority of the Shares.

         8.5  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 Purchasers,  at each Purchaser's address, as shown below, or
at such other address as such  Purchaser  shall have furnished to the Company in
writing,  or (b) if to any other  holder of any Shares,  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 Shares 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 the Chief  Executive
Officer,  or at such other  address as the Company  shall have  furnished to the
Purchaser.

              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.

         8.6 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  non-defaulting  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 party 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.

         8.7  California  Corporate  Securities  Law. THE SALE OF THE SECURITIES
WHICH  ARE THE  SUBJECT  OF THIS  AGREEMENT  HAS NOT  BEEN  QUALIFIED  WITH  THE
COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF SUCH
SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE  CONSIDERATION  THEREFOR
PRIOR TO SUCH  QUALIFICATION IS UNLAWFUL UNLESS THE SALE OF SECURITIES IS EXEMPT
FROM THE  QUALIFICATION  BY SECTION  25100,  25102,  OR 25105 OF THE  CALIFORNIA
CORPORATIONS  CODE.  THE RIGHTS OF ALL PARTIES TO THIS  AGREEMENT  ARE EXPRESSLY
CONDITIONED  UPON  SUCH  QUALIFICATION  BEING  OBTAINED,  UNLESS  THE SALE IS SO
EXEMPT.


                                       54
<PAGE>


         8.8  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.

         8.9  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.

         8.10  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.

         8.11 Expenses.  The Company and the Purchaser shall each bear their own
fees, costs and expenses incurred on their behalf with respect to the Agreements
and the transactions  contemplated  hereby and any amendments or waiver thereto;
provided,  however,  the Company shall pay the attorney's fee of one (1) counsel
to the Purchasers not to exceed $5000 in the aggregate.

         8.12  Limitation  on  Liability.   Notwithstanding   anything  in  this
Agreement  to the  contrary,  no  Purchaser  shall  have any  liability  for any
misrepresentation,  breaches of  representations  or  warranties  or breaches of
covenants  made  by  any  other  Purchaser  under  or in  connection  with  this
Agreement.

         8.13  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.




                                       55
<PAGE>




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

                                 EUPHONIX, INC.
                                 a California corporation

                                 By: /s/ Barry Margerum
                                     __________________
                                     Barry Margerum, Chief Executive Officer



                                    /s/ Dieter Meier
                                    ________________
                                    Dieter Meier

                                    Address:  8032 Zurich

                                              Aurorastrasse 78



                                    /s/ Stephen D. Jackson
                                    ______________________
                                    Stephen D. Jackson

                                    Address:  1307 East Pine

                                              Lodi, CA  95240



















                     [Signature Page to Purchase Agreement]




                                       56
<PAGE>

<TABLE>
<CAPTION>
<S>                          


                                    EXHIBIT A

                             SCHEDULE OF PURCHASERS

  <C>                       <C>                         <C>

       Name                   Number of Shares            Purchase Price
______________________     _________________________    ___________________

Dieter Meier                      1,000,000                 $987,300.00


Stephen D. Jackson                  320,446                 $316,376.00




</TABLE>



















                                       57
<PAGE>




EXHIBIT 10.12













                                 EUPHONIX, INC.

                               220 Portage Avenue
                           Palo Alto, California 94306

                          REGISTRATION RIGHTS AGREEMENT

                                January 26 , 1999

















                                       58
<PAGE>





                                TABLE OF CONTENTS
                                                                          Page
                                                                          ----

Section 1 Restrictions on Transferability of Securities; Compliance with 
        Securities Act; Registration Rights.................................60

         1.1      Restrictions on Transferability...........................60
         1.2      Certain Definitions.......................................60
         1.3      Restrictive Legend........................................62
         1.4      Restrictions on Transfer; Notice of Proposed Transfers....62
         1.5      Requested Registration....................................63
         1.6      Company Registration......................................65
         1.7      Expenses of Registration..................................66
         1.8      Registration Procedures...................................67
         1.9      Indemnification...........................................67
         1.10     Information by Holder.....................................69
         1.11     Rule 144 Reporting........................................69
         1.12     Transfer of Registration Rights...........................69
         1.13     Standoff Agreement........................................69
         1.14     Termination of Registration Rights........................69
         1.15     [Intentionally Deleted....................................69
         1.16     Standstill Agreement......................................69

Section 2 Miscellaneous.....................................................70

         2.1      Governing Law.............................................70
         2.2      Survival..................................................70
         2.3      Successors and Assigns....................................70
         2.4      Entire Agreement; Amendment...............................70
         2.5      Notices, etc..............................................70
         2.6      Delays or Omissions.......................................70
         2.7      Counterparts..............................................71
         2.8      Severability..............................................71
         2.9      Titles and Subtitles......................................71
         2.10     Attorney's Fees...........................................71



                                       59
<PAGE>









                                 EUPHONIX, INC.

                         REGISTRATION RIGHTS AGREEMENT

         This  Registration  Rights  Agreement (the  "Agreement")  is made as of
January  26,  1999  between  Euphonix,   Inc.,  a  California  corporation  (the
"Company")  and the  Purchasers  of the  Company's  Common  Stock  (the  "Common
Purchasers")  pursuant to the Company's  Common Stock Purchase  Agreement  dated
January 26, 1999 (the "Common Stock Agreement").

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

         NOW, THEREFORE, the parties agree as follows:

         1.  Restrictions on Transferability of Securities; Compliance with 
             Securities Act; Registration Rights

                  (a)   Restrictions  on   Transferability.   The  Common  Stock
purchased  pursuant to the Common Stock Agreement  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 Common Purchasers will cause any proposed
purchaser,  assignee,  transferee,  or  pledgee of any such  shares  held by the
Common  Purchasers  to agree to take and hold  such  securities  subject  to the
provisions and upon the conditions specified in this Section 1.

                  (b)  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  purchase and
sale of Common Stock pursuant to the Common Stock Agreement.

                  "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  Common   Purchaser   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.


                                       60
<PAGE>


                  "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 Common Stock  Agreement 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.


                                       61
<PAGE>


                  "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.

                  (c) Restrictive Legend. Each certificate  representing (i) the
Common Stock issued  pursuant to the Common Stock  Agreement  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.

                  (d)  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


                                       62
<PAGE>


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 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.

                  (e)      Requested Registration. 

                           (i)  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:


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

                                (2) 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, qualifi-
cation 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; 


                                       63
<PAGE>


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

                           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 Regis-
trable  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 regis-
tration 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 defer-
red 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 re-
quested 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.  

                (ii)  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 inclu-
sion  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  under-
writing  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


                                       64
<PAGE>

be registered by persons other than Holders (as defined herein) or the Holders
of  Registrable  Securities (as such terms are defined in that certain Modifi-
cation  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 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 Agree-
ment  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 with-
drawn from  registration, and such  Registrable Securities shall not be trans-
ferred 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.

                  (f)  Company Registration. 

                      (i)      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 trans-
action, the Company will:


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

                               (2) 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.

                      (ii)     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 writ-
ten  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 Regis-
trable  Securities in the underwriting to the extent provided herein.


                                       65
<PAGE>


All Holders  proposing to distribute  their  securities  through such  under-
writing  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.

         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. 

                      (iii) 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.

                  (g)  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


                                       66
<PAGE>



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).

                  (h) 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:

                  (i)  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;

                  (ii) Furnish to the Holders participating in such registra-
tion and to the underwriters of the securities being registered such reason-
able number of copies of the registration statement, preliminary prospectus,
final prospectus and such other documents as such underwriters may reason-
ably request in order to facilitate the public offering of such securities;

                  (iii) Prepare and file with the Commission such amend-
ments 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;

                  (iv) 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 

                  (v) 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 obli-
gations under such an agreement.

            (i)      Indemnification. 

                     (i)  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 


                                       67
<PAGE>


underwriter within the meaning of Section 15 of the Securities Act, against all
expenses, claims, losses, damages or liabilities (or actions in respect there-
of), 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 comp-
liance, 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 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 comp-
liance, 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 in-
vestigating, 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 fur-
nished to the Company by an instrument duly executed by such Holder, controlling
person or underwriter and stated to be specifically for use therein.

                       (ii)  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 securi-
ties 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 Securi-
ties 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 state-
ment, 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  state-
ment)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 instru-
ment 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.


                                       68
<PAGE>


                      (iii)  Each party entitled to indemnification  under this 
Section 1.9  the"Indemnified  Party") shall  give  notice  to the  party  re-
quired  to  provide  indemnification  (the "Indemnifying Party") promptly after 
such Indemnified Party has actual knowledge of any  claim  as to  which  indem-
nity  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 ap-
proval shall not unreasonably be withheld), and the Indemnified  Party may par-
ticipate 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  
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 Indemni-
fying 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 liti-
gation 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).

                  (j)   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.

                  (k) 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:

                      (i)      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;

                      (ii)     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

                      (iii)    So long as a Holder  owns any  Restricted  Secur-
ities,  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 posses-


sion 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.

                  (l) 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 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.

                  (m) Standoff Agreement. In connection with any public offering
of the Company's  securities,  the Holder agrees, upon request of the Company or
the underwriters managing any underwritten offering of the Company's securities,
not to sell, make any short sale of, loan, grant any option for the purchase of,
or otherwise dispose of any Registrable Securities (other than those included in
the  registration)  without  the prior  written  consent of the  Company or such
underwriters,  as the case may be,  for such  period of time (not to exceed  one
hundred eighty (180) days) from the effective date of such  registration  as may
be requested by the  underwriters;  provided  that the officers and directors of
the Company who own stock of the Company also agree to such restrictions.

                  (n)  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.

                  (o)      [Intentionally Deleted. ]

                  (p)  Standstill  Agreement. No Common Purchaser shall acquire,
directly or indirectly, or cause or permit any affiliate of such Common Pur-
chaser to acquire, directly or indirectly (through market purchases or other-
wise), record or beneficial  ownership of any Voting  Securities of the Company
representing, which taken together with all securities owned by such persons or 
entities,  in excess of a percentage greater than twenty-five  percent (25%) of 
the Total Voting Power of the Company without the prior written consent of the 
Company's Board of Directors.


                                       69
<PAGE>

         2.  Miscellaneous

             (a)  Governing  Law.  This  Agreement  shall be governed in all  
respects by the internal  laws of the State of  California.  

             (b)  Survival.  The  covenants  and agreements  made  herein shall
survive  any  investigation  made by the Common Purchasers  and  the  closing  
of  the  transactions  contemplated  hereby.  

             (c)  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. 

            (d) Entire Agreement;  Amendment. This Agreement, the Common Stock 
Agreement and the other documents  delivered pursuant hereto on the Closing Date
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, representa-
tions  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.  

            (e)  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  Common Purchaser, at such Common Purchaser's 
address, as shown on the stock records of the  Company,  or at such other  add-
ress  as such  Common Purchaser 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 Com-
pany,  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
the President and Chief Executive Officer, or at such other address as the Com-
pany shall have furnished to the Common Purchasers.

             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.  

            (f) 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

                                       70
<PAGE>

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.   

           (g)  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.  

           (h)  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.  

           (i)  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.  

           (j)  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.



                                       71
<PAGE>


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

                                 EUPHONIX, INC.


                                 /s/ Barry L. Margerum
                                 _____________________
                                 By:      Barry L. Margerum
                                 Title:   Chief Executive Officer and President

                                 COMMON PURCHASERS:



                                /s/ Dieter Meier
                                ________________
                                Dieter Meier


                                /s/ Stephen D. Jackson
                                ______________________
                                Stephen D. Jackson