BUGSOLVER.COM, INC.

                             SHAREHOLDERS AGREEMENT


<PAGE>






                               BUGSOLVER.COM, INC.

                             SHAREHOLDERS AGREEMENT

         AGREEMENT  made as of September 30, 2000,  by and among  BugSolver.com,
Inc., a Delaware corporation (the "COMPANY"),  TEKINSIGHT.COM,  INC., a Delaware
corporation  ("TEK"), and the additional investors identified on Annex 1 to this
Agreement  (the  "ADDITIONAL   INVESTORS,"  and   collectively   with  TEK,  the
"INVESTORS").

                                    RECITALS

         WHEREAS,  Tek has purchased  3,500,000  shares of the Common Stock, par
value $.01, of the Company (the "Common Shares"),  and the Additional  Investors
have  purchased in the  aggregate  1,000,000  shares of the  Company's  Series A
Convertible  Redeemable  Preferred  Stock,  par value $0.01 per share ("SERIES A
SHARES")  pursuant to the Series A Preferred  Stock  Purchase  Agreement of even
date herewith by and among the Company,  Tek and the  additional  investors (the
"PURCHASE AGREEMENT");

         WHEREAS,  the parties  hereto wish to consolidate  and conform  certain
rights and  obligations  with respect to the Company and the  Company's  capital
stock; and

         WHEREAS,  as a condition of and in order to induce the  above-described
investment  by the  Additional  Investors,  the Company is willing to enter into
this Agreement;

         NOW,  THEREFORE,  in  consideration  of the  promises  and  the  mutual
covenants  and  conditions  herein  contained,  the Company  and the  Investors,
severally and not jointly, hereby agree as follows:
x
SECTION 1

                                     GENERAL

     1.1 DEFINITIONS.  For purposes of this Agreement,  the following terms have
the meanings set forth below:


     (a) "BOARD" means the Board of Directors of the Company.

     (b) "CLOSING" has the meaning assigned to it in the Purchase Agreement.

     (c) "COMMISSION" means the Securities and Exchange  Commission or any other
federal agency at the time administering the Securities Act.

     (d) "COMMON  STOCK" means the Common Stock,  $0.01 par value per share,  of
the Company.

     (e) "CONVERSION  SHARES" mean the shares of Common Stock issued or issuable
upon conversion of the Series A Shares.


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     (f) "EXCHANGE ACT" means the  Securities  Exchange Act of 1934, as amended,
or any similar  federal  statute and the rules and regulations of the Commission
promulgated thereunder, all as the same shall be in effect at the time.

     (g) "HOLDER" OR "HOLDERS" means or mean the Investors and/or any transferee
or assignee thereof that owns or has the right to acquire Securities.

     (h) "PURCHASE AGREEMENT" is defined in the Recitals.

     (i)  "QUALIFIED  IPO"  means an IPO in which the  aggregate  price paid for
shares of Common Stock by the public is at least $20 million.

     (j) "RESTRICTED  SECURITIES" mean the securities of the Company required to
bear the legend set forth in Section 2.2 hereof (or any similar legend).

     (k)  "RULE  144"  means  that  provisions  of Rule 144  promulgated  by the
Commission under the Securities Act, or any successor regulation.

     (l) "SECURITIES"  mean (i) the Company's  equity or debt  securities,  (ii)
rights,  options or warrants to subscribe for, purchase or otherwise acquire any
equity or debt  security of the Company and (iii) any agreement or commitment to
issue any of the foregoing.

     (m) "SECURITIES ACT" means the Securities Act of 1933, as amended, or any
successor  federal  statute,  and the rules and  regulations  of the  Commission
promulgated thereunder, all as the same shall be in effect at the time.

     (n) "SERIES A SHARES" are defined in the Recitals.


     1.2 OTHER MEANINGS. Wherever used in this Agreement (a) the words "include"
or "including" shall be construed as  incorporating,  also, "but not limited to"
or  "without  limitation";  (b) the  word  "day"  means a  calendar  day  unless
otherwise  specified;  (c) the word  "party"  means each and every  person whose
signature  is set  forth at the end of this  Agreement;  (d) the word  "law" (or
"laws") means any statute, ordinance, resolution, regulation, code, rule, order,
decree, judgment, injunction, mandate or other legally binding requirements of a
government entity; (e) the word "notice" means notice in writing (whether or not
specifically  stated) and includes  notices,  consents,  approvals and any other
written  communication  contemplated  under  this  Agreement;  and (f) the  word
"business  day"  means any day  other  than  Saturday,  Sunday or a day on which
commercial  banks located in New York City, New York, are required or authorized
by law to close.  Unless  specified  to the  contrary,  references  to Articles,
Sections,  Schedules  and/or  Exhibits  mean the  particular  Article,  Section,
Schedule or Exhibit in or to this Agreement.  References to this Agreement shall
include this  Agreement as varied or modified  from time to time by the parties.
Unless the context otherwise requires,  words in the singular number include the
plural and vice versa.

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<PAGE>

SECTION 2
                      TRANSFER RESTRICTIONS; SECURITIES ACT

     2.1  RESTRICTIONS  ON  TRANSFERABILITY.  The Series A Shares and Conversion
Shares are not transferable except upon the conditions specified in this Section
2, which conditions are intended to insure compliance with the provisions of the
Securities Act. Each Investor will cause any proposed transferee of the Series A
Shares and the Conversion Shares held by such Investor to agree to take and hold
such securities  subject to the provisions and upon the conditions  specified in
this Section 2, including signing appropriate documentation.

     2.2 RESTRICTIVE  LEGEND.  Each  certificate  representing  (i) the Series A
Shares,  (ii) the  Conversion  Shares and (iii) any other  securities  issued in
respect of the Series A Shares or Conversion Shares upon any stock split,  stock
combination, stock dividend,  recapitalization,  consolidation or similar event,
shall (unless  otherwise  provided in Section 2.3 below) be stamped or otherwise
imprinted with a legend in substantially  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, AS AMENDED,  OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT
         BE OFFERED,  SOLD OR  OTHERWISE  TRANSFERRED,  PLEDGED OR  HYPOTHECATED
         UNLESS AND UNTIL SUCH  SHARES ARE  REGISTERED  UNDER SUCH ACT,  OR SUCH
         STATE LAWS, OR AN OPINION OF COUNSEL IS FURNISHED TO THE COMPANY TO THE
         EFFECT SUCH  REGISTRATION  IS NOT REQUIRED OR PURSUANT TO RULE 144. THE
         SHARES  REPRESENTED  BY  THIS  CERTIFICATE  ARE  SUBJECT  TO A  CERTAIN
         SHAREHOLDERS  AGREEMENT,  A COPY OF WHICH MAY BE OBTAINED AT NO COST BY
         WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE
         SECRETARY OF THE CORPORATION AT THE CORPORATION'S  PRINCIPAL  EXECUTIVE
         OFFICE.

2.3 NOTICE OF PROPOSED  TRANSFERS.  The holder of each certificate  representing
Restricted  Securities  shall comply in all respects with the provisions of this
Section 2.3. Prior to any proposed transfer of any Restricted Securities (unless
there is in effect a  registration  statement  under the Securities Act covering
the proposed  transfer),  the holder  thereof  shall give written  notice to the
Company of such  holder's  intention to effect such  transfer.  Each such notice
shall  describe  the  manner  and  circumstances  of the  proposed  transfer  in
sufficient  detail,  and (except in  transactions  in compliance  with Rule 144)
shall be accompanied by either (i) a written opinion of legal counsel  addressed
to the  Company to the  effect  that the  proposed  transfer  of the  Restricted
Securities may be effected  without  registration  under the Securities  Act, or
(ii) a "no action" letter from the Commission to the effect that the transfer of
such securities without  registration will not result in a recommendation by the
staff of the Commission that action be taken with respect thereto, 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; PROVIDED,  HOWEVER, that no opinion of counsel or "no

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<PAGE>

action"  letter  shall be  required  for any  transfer  resulting  solely from a
distribution  of securities from a partnership to its partners or from a limited
liability  company to its  members  or from a  corporation  to its  wholly-owned
subsidiary.  Each certificate  evidencing the Restricted Securities  transferred
pursuant  to the above  shall bear the  legend  set forth in Section  2.2 above,
except that such certificate  shall not bear such restrictive  legend if, in the
opinion of counsel  for the  Company,  such  legend is not  required in order to
establish compliance with any provision of the Securities Act. The Company shall
reissue promptly unlegended certificates evidencing Securities at the request of
any holder thereof if such Securities may be sold pursuant to Rule 144(k) of the
Securities Act or if such holder provides the Company with an opinion of counsel
(reasonably  acceptable  to the  Company)  stating that such  Securities  may be
lawfully transferred without any restrictive legend.

SECTION 3

                                    RESERVED

SECTION 4

                             RIGHT OF FIRST REFUSAL

4.1      RIGHT OF FIRST REFUSAL.

     (a) If at any time any additional investor (the "TRANSFERRING SHAREHOLDER")
desires to sell,  transfer,  or otherwise  dispose of, all or any part of his or
her shares of capital stock in the Company  pursuant to a bona-fide offer from a
third party (the "PROPOSED  TRANSFEREE"),  the  Transferring  Shareholder  shall
submit a written offer (the "OFFER") to sell such shares (the "OFFERED  SHARES")
to the Company on terms and conditions,  including  price, not less favorable to
the Company than those on which the  Transferring  Shareholder  proposes to sell
such Offered Shares to the Proposed  Transferee and shall also provide a copy of
the  Offer to Tek.  The  Offer  shall  disclose  the  identity  of the  Proposed
Transferee,  the Offered Shares  proposed to be sold, the total number of shares
owned by the  Transferring  Shareholder,  the  terms and  conditions,  including
price,  of the  proposed  sale,  and any other  material  facts  relating to the
proposed  sale.  The Offer shall further state that the Company may acquire,  in
accordance  with the  provisions  of this  Agreement  any or all of the  Offered
Shares (subject to the requirement set forth in Section 4.1(d) below that all of
the Offered  Shares are  purchased in the  aggregate by the Company and Tek) for
the price and upon the other terms and conditions,  including  deferred  payment
(if applicable), set forth therein.

(b) The  Company  shall  have the right to  purchase  any or all of the  Offered
Shares (subject to the requirement set forth in Section 4.1(d) below that all of
the Offered  Shares are  purchased  in the  aggregate by the Company and Tek) by
giving notice of its intention to purchase same to the Transferring  Shareholder
within  fifteen (15) days of receipt of notice of the Offer.  The Company  shall
simultaneously provide a copy of such notice to Tek. The closing of the purchase
and sale of the Offered  Shares,  whether  pursuant to Section 4.1(a) or 4.1(b),
shall take place not more than sixty (60) days  following the Company's  receipt


<PAGE>
of notice of the proposed sale of the Offered Shares.

     (c) In the event the Company fails to notify the  Transferring  Shareholder
that it intends to purchase all of the Offered Shares,  or fails to purchase all
such  Offered  Shares,  Tek shall  have the right to  purchase  (subject  to the
requirement set forth in Section 4.1(d) below that all of the Offered Shares are
purchased  in the  aggregate  by the  Company  and Tek) not less than all of the
Offered  Shares not  purchased  by the Company on the terms and  conditions  set
forth in the Offer.  Tek shall give notice of its intent to purchase its portion
of such offered shares to the transferring shareholder (the "TEK NOTICE") within
fifteen (15) days  following the  expiration of the Company's  period for giving
notice to the  Transferring  Shareholder  pursuant to paragraph  (b) above.  The
closing of the purchase and sale of such Offered  Shares by Tek shall take place
within sixty (60) days of the date the Company  received  notice of the proposed
sale of the Offered Shares.

     (d) The Offer and the rights of the  Company  and Tek to  purchase  Offered
Shares under  Sections  4.1(b) and (c) ABOVE ARE  CONDITIONED ON THE PURCHASE OF
ALL of the Offered Shares by the Company and Tek in the aggregate.

         If the form of  consideration  (other  than  cash or  cash-equivalents)
offered by the Proposed  Transferee are such that the Company and/or Tek cannot,
despite  reasonable  efforts,  furnish the same form of consideration,  then the
Company  and/or Tek,  as the case may be, may  purchase  the Offered  Shares for
substitute  consideration  in a cash amount  determined  by an  appraisal of the
value of such  consideration  by an appraiser to be mutually  agreed upon. If an
appraiser  cannot be agreed upon, then the Company and/or Tek, acting  together,
as the case may be,  and the  Transferring  Shareholder  shall  each  choose  an
appraiser and the value of the consideration shall be the arithmetic mean of the
values determined by each appraiser.  If the parties agree on an appraiser,  the
cost of appraisal shall be divided  between them equally.  If two appraisers are
chosen, each party shall pay the costs of its appraiser. The running of all time
periods  provided in this  Section 4.1 shall be tolled  until such  appraisal is
completed and delivered to the Company and/or Tek, as the case may be.

     4.2  TERMINATION.  The terms of this Section 4 shall terminate upon and not
apply to (i) a Qualified  IPO or (ii) the sale in a single or related  series of
mandatory  transactions (with the initial transaction  identifying the remaining
transactions in the series) more than two-thirds  (2/3) of the then  outstanding
capital  stock  of  the  Company   (determined  on  an  as-converted  basis,  if
applicable).  Upon  termination  of this Section 4, the entire  Agreement  shall
simultaneously terminate.

     4.3  FAMILY  AND  AFFILIATE  TRANSFERS.  Notwithstanding  anything  to  the
contrary in this Section 4, an  individual  Investor may  transfer,  by lifetime
sale,  gift,  bequest at death under such  individual  Investor's  last will and
testament  or by other  means any of his or her shares of  capital  stock in the
Company to (i) a member of his or her  Immediate  Family (as  defined  below) or
(ii) any trust  whose sole  beneficiaries  are  members of his or her  immediate
family; PROVIDED,  HOWEVER, that no such transfers shall be made pursuant to any
divorce or separation proceeding or settlement.  Notwithstanding anything to the

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<PAGE>

contrary in this  Section 4, an Investor  that is other than an  individual  may
transfer its shares of capital stock in the Company to any Affiliate (as defined
below) of the Investor.  An "Affiliate"  of a specified  person is a person that
directly,  or  indirectly,  controls  or is  controlled  by, or is under  common
control with, the person specified.  "Immediate Family" means any spouse, lineal
descendant, father, mother, brother or sister of such Founder. As a condition to
such  transfer,  the  transferees  of such shares must execute a consent in form
acceptable to legal counsel to the Company agreeing to become fully bound by the
terms of this Agreement as an Investor  hereunder (with Tek's transferees having
the rights specifically granted to Tek in Section 4 of this Agreement), and such
transferees  shall thereafter be deemed to be Investors for all purposes of this
Agreement.  In the case of the death of an individual Investor exercising his or
her rights  under this  Section  4.3,  the  personal  representative  (which may
include,  without  limitation,  an executor,  trustee or other person  acting on
behalf of the estate or a trust of such individual  Investor) of such individual
Investor shall be authorized to exercise, on behalf of such individual Investor,
such  individual  Investor's  right to make a  transfer  described  in the first
sentence of this  Section 4.3.  Any  individual  Investor or his or her personal
representative  effecting  such a transfer  shall  provide  the  Company and the
Investors with written notice thereof.

                                   SECTION 52

                                  MISCELLANEOUS

     5.1 GOVERNING LAW:  INJUNCTIVE RELIEF.  This Agreement shall be governed in
all  respects  by the laws of the  State of New York  without  giving  effect to
principles of conflicts of law thereunder.  It is  acknowledged  that it will be
impossible to measure in money the damages that would be suffered if the parties
fail to comply with any of the obligations imposed on them by this Agreement and
that in the event of any such  failure an  aggrieved  party will be  irreparably
damaged  and will not have an  adequate  remedy at law.  Any such  party  shall,
therefore,  be entitled to injunctive  relief  and/or  specific  performance  to
enforce  such  obligations,  and if any  action  should be  brought in equity to
enforce any of the  provisions  of this  Agreement,  none of the parties  hereto
shall raise the defense that there is an adequate remedy at law.

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

     5.3 ASSIGNMENT. Except as otherwise provided herein, and in accordance with
the other provisions of this Agreement, each Investor may assign or transfer any
and all rights  granted to it hereunder  (a) to any  wholly-owned  subsidiary or
parent of, or to any corporation or entity that is,  controlling,  controlled by
or under common  control with the Investor and (b) to any transferee or assignee
of any Series A Shares or Conversion  Shares.  The  Investor(s)  shall  promptly
provide  notice  of such  assignment  or  transfer  to the  Company.  Except  as
otherwise  expressly  provided herein,  the provisions hereof shall inure to the
benefit of, and be binding upon, the successors,  assigns,  heirs, executors and
administrators  of the  parties  hereto.  The  Company may not assign its rights
hereunder.


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<PAGE>

     5.4 ENTIRE  AGREEMENT.  This  Agreement and the other  documents  delivered
pursuant hereto constitute the full
and entire understanding  and agreement between  the parties with  regard to the
subjects hereof and thereof.

     5.5 AMENDMENT; WAIVER. This Agreement may be amended or modified in writing
only by the  Company and any  Investor(s)  holding a majority in interest of the
aggregate  outstanding  Common  Stock  and/or  Conversion  Shares  owned  by the
Investors.  No  failure  or delay in  exercising  any right  hereunder  shall be
construed  as  a  waiver   thereof,   either  in  the  particular   instance  or
prospectively.

     5.6 NOTICES. Any notice required or permitted by this Agreement shall be in
writing  and  shall be  deemed  sufficient  (i) upon  delivery,  when  delivered
personally or by overnight courier or sent by telegram or fax, or by e-mail with
the ability to obtain acknowledgement of delivery, or (ii) four days after being
deposited  in the U.S.  mail,  as  certified or  registered  mail,  with postage
prepaid,  addressed to the party to be notified at such  party's  address as set
forth below:

                  If to the Company:

                  BugSolver.com, Inc.
                  18881 Von Karman Avenue
                  Suite 250 Irvine, CA 92612 Fax:
                  Attention:  President

                  With a copy to:

                  Peter W. Rothberg
                  Nixon Peabody LLP
                  437 Madison Avenue
                  New York, NY 10022-7001
                  Fax: (212) 940-3111

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<PAGE>

                  If to Tek:

                  TekInsight.Com, Inc.
                  18881 Von Karman Avenue
                  Suite 250 Irvine, CA 92612 Fax:
                  Attention:  President
                  With a copy to:

                  Peter W. Rothberg
                  Nixon Peabody LLP
                  437 Madison Avenue
                  New York, NY 10022-7001
                  Fax: (212) 940-3111


                  If to the Additional Investors:

                  To the addresses of the
                  Additional Investors set forth
                  on Annex 1

     5.7 DELAY OR OMISSIONS.  No delay or omission to exercise any right,  power
or remedy  accruing  to any party  hereto  upon any breach or default by another
party under this Agreement, shall impair any such right, power or remedy of such
party nor shall it be construed to be a waiver of any such breach or default, or
an  acquiescence  therein,  or  in  any  similar  breach  or  default  occurring
thereafter;  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, shall be cumulative and not alternative.

     5.8 RIGHTS; SEVERABILITY.  Unless otherwise expressly provided herein, each
party's rights hereunder are several rights, not rights jointly held with any of
the other party.  In the event any provision of this Agreement  shall be held to
be invalid, illegal or unenforceable,  the validity, legality and enforceability
of the  remaining  provisions  shall  not in any  way be  affected  or  impaired
thereby.

     5.9 EXPENSES. Each of the Company, Tek and each of the Additional Investors
shall bear its own expenses  and legal fees  incurred on its behalf with respect
to this Agreement and the transactions contemplated hereby.

     5.10  TITLES.  The  titles  of the  Sections  of  this  Agreement  are  for
convenience  of reference  only and are not to be considered in construing  this
Agreement.


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<PAGE>

     5.11  COUNTERPARTS.  This  Agreement  may  be  executed  in any  number  of
counterparts,  each of which  shall be an  original,  but all of which  together
shall constitute one instrument.

                 [balance of this page intentionally left blank]


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<PAGE>



         The parties have  executed this  Shareholders  Agreement as of the date
first written above.

                                                     BUGSOLVER.COM, INC.


                                                     By:
                                                          Name:
                                                          Title:


                                                     TEKINSIGHT.COM,INC

                                                     By:
                                                          Name:
                                                          Title:


                                                     ADDITIONAL INVESTORS:


                                                     H.T. ARDINGER & SON, INC.


                                                     By:
                                                           Name:
                                                           Title:
                                                           M. Douglas Atkins




<PAGE>



                                     Annex 1

ADDITIONAL INVESTORS

H.T. Ardinger & Son, Inc.
P.O. Box 569 360
Dallas, TX 75356 Fed ID#: 75-098-1425

M. Douglas Atkins
1601 Elm Street
Dallas, TX 75201 SS#: ###-##-####