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                         CONCURRENT COMPUTER CORPORATION
                                   EXHIBIT 4.1

                          REGISTRATION RIGHTS AGREEMENT

     THIS  REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of October
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28, 1999, by and between Concurrent Computer Corporation, a Delaware corporation
(the  "Company"), and, Fred Allegrezza, Gary Lauder and Robert Clasen as Holders
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(as  defined  herein) of the Company's common stock, par value $.01 (the "Common
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Stock").
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                                    RECITALS:

     WHEREAS,  the  Company  has issued to Holders the shares of Common Stock of
the  Company  identified  in  Schedule  1  (the  "Securities");  and

     NOW THEREFORE, in consideration of the premises and other good and valuable
consideration,  the  receipt  and  sufficiency  of which are acknowledged by all
parties  hereto, the parties, intending to be legally obligated, hereby agree as
follows:

SECTION  1.  DEFINITIONS
     For  purposes  of  this  Agreement,  the  following  terms  shall  have the
respective  meanings  set  forth  in  this  Section  1:

"Act"  will  mean  the  Securities  Act of 1933, as amended, and the Regulations
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promulgated  thereunder.

"Broker-Dealer"  will  mean  any  broker  or dealer registered as such under the
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Exchange  Act.

"Closing  Date"  will  mean  the  date  of  this  Agreement.
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"Commission"  or  "SEC"  will  mean  the  United  States Securities and Exchange
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Commission.

"DTC"  will  mean  the  Depository  Trust  Company.
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"Effectiveness  Target  Date"  will  be  as  defined  in  Section  3  hereof.
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"Exchange  Act"  will  mean the Securities Exchange Act of 1934, as amended, and
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the  Regulations  promulgated  thereunder.

"Holders"  will  be  as  defined  in  Section  2(b)  hereof.
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"Indemnified  Holder"  will  be  as  defined  in  Section  6(a)  hereof
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"NASD"  will  mean  National  Association  of  Securities  Dealers,  Inc.
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"Person"  will  mean  an  individual,  partnership,  corporation,  trust or
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unincorporated  organization,  or  a  government  or  an  agency,  authority  or
political  subdivision  thereof.

"Prospectus"  will  mean  the  prospectus included in a Resale Registration
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Statement,  as  amended  or  supplemented,  including  post-effective amendments
thereto.

"Resale  Registration  Statement"  will  be  as  defined  in  Section  3 hereof.
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"Security"  will  mean  each share of Common Stock issued to Holders as set
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forth  in  Schedule  1  hereto.

"Transfer  Restricted  Securities"  will  mean,  as  to  each  Holder, each
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Security, until the earliest to occur of (a) the date on which such Security has
been  effectively  registered under the Act and disposed of in accordance with a
Resale Registration Statement or other applicable registration statement and (b)
the  date  on  which such Security is distributed to the public pursuant to Rule
144  under  the  Act  or  may be sold to the public without compliance with such
rule; provided that no more than 25% of the Securities of Fred Allegrezza may be
resold  as  Transfer  Restricted  Securities  under  the  Resale  Registration
Statement.

     "Underwritten  Registration"  or  "Underwritten  Offering"  will  mean  an
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offering  in  which  securities  of  the  Company are sold to an underwriter for
reoffering  to  the public pursuant to an effective registration statement filed
with  the  Commission.

SECTION  2.  SECURITIES  SUBJECT  TO  THIS  AGREEMENT

     (A)     TRANSFER  RESTRICTED  SECURITIES.The Transfer Restricted Securities
are  subject  to  the terms of this Agreement and may be sold in accordance with
the  provisions  hereof.

     (B)     HOLDERS  OF TRANSFER RESTRICTED SECURITIES.A Person is deemed to be
a  holder  of  Transfer  Restricted  Securities (each, a "Holder") whenever such
Person  owns  Securities  prior to (A) their resale in accordance with the terms
hereof  or  (B)  the  time  that  such Securities are no longer considered to be
Transfer  Restricted  Securities.

SECTION  3.  RESALE  REGISTRATION  STATEMENT

     (A)     REGISTRATION.The  Company  shall  cause  to  be  filed  with  the
Commission  as  promptly  as  practicable  after  the  Closing  Date one or more
registration  statements on Form S-1, S-2 or S-3, or other applicable form (each
a "Resale Registration Statement"), and use its reasonable best efforts to cause
such Resale Registration Statement to be declared effective by the Commission as
soon  as  practicable  after  filing  (the  "Effectiveness  Target  Date").  In
connection  with  the  foregoing,  the  Company shall (A) file all pre-effective
amendments to such Resale Registration Statement as may be necessary in order to
cause such Resale Registration Statement to become effective, (B) if applicable,
file  a  post-effective amendment to such Resale Registration Statement pursuant
to  Rule  430A  under  the Securities Act and (C) cause all necessary filings in
connection  with the registration and qualification of the Securities to be made
under  the  state  securities  and  Blue  Sky  laws of such jurisdictions as are
necessary.

     (B)     Subject to the provisions of Section 5(c) hereof, the Company shall
use  its  reasonable  best  efforts  to  keep such Resale Registration Statement
continuously  effective,  supplemented  and  amended  to the extent necessary to
ensure that it is available for resales of Securities by the Holders of Transfer
Restricted  Securities  entitled  to  the  benefit  of this Section 3(a), and to
ensure that it conforms with the requirements of this Agreement, the Act and the
policies,  rules  and  regulations  of  the Commission as announced from time to
time,  and  all  state  securities or Blue Sky laws until the earlier of (i) the
date on which all Securities cease to be Transfer Restricted Securities and (ii)
two  (2)  years  after  the  Closing  Date.

     (C)     PROVISION  BY HOLDERS OF CERTAIN INFORMATION IN CONNECTION WITH THE
RESALE  REGISTRATION  STATEMENT.No  Holder of Transfer Restricted Securities may
include  any  of  its  Transfer Restricted Securities in any Resale Registration
Statement  pursuant  to this Agreement unless and until such Holder furnishes to
the Company in writing, within ten (10) business days after receipt of a request
therefor,  such  information  as  the  Company may reasonably request for use in
connection  with  any Resale Registration Statement or Prospectus or preliminary
Prospectus  included  therein.  Each  Holder as to which any Resale Registration
Statement  is  being  effected agrees to promptly furnish to the Company any and
all  information  required  to  be  disclosed  in  order to make the information
previously  furnished  to  the Company by such Holder not materially misleading.

SECTION  4.  REGISTRATION  PROCEDURES

     (A)     RESALE  REGISTRATION  STATEMENT.In  connection  with  each  Resale
Registration  Statement,  the  Company  shall  comply with all the provisions of
Section  4(b) below and shall file and use its reasonable best efforts to effect
such  registration  to  permit the sale of the Transfer Restricted Securities in
accordance  with  the  terms  of  this  Agreement.

     (B)     GENERAL  PROVISIONS.In  connection  with  any  Resale  Registration
Statement  and  any  Prospectus required by this Agreement to permit the sale or
resale  of  Transfer  Restricted  Securities (including, without limitation, any
Registration  Statement and the related Prospectus required to permit resales of
the  Securities  by  Broker-Dealers),  the  Company  shall:

     (i)     use  its  reasonable  best efforts to keep such Resale Registration
Statement  continuously effective and provide all requisite financial statements
during  the  period  specified  in  Section  3  of  this Agreement, and upon the
occurrence  of any event that would cause any such Resale Registration Statement
or  the  Prospectus  contained therein (A) to contain a material misstatement or
omission or (B) not to be effective and usable for resale of Transfer Restricted
Securities during the period required by this Agreement, subject to Section 4(c)
hereof,  the  Company  shall  file promptly, and as appropriate, an amendment or
supplement  to  such  Resale  Registration Statement, in the case of clause (A),
correcting  any such misstatement or omission, and, in the case of either clause
(A)  or  (B),  use  its  reasonable  best  efforts to cause such amendment to be
declared  effective  and  such  Resale  Registration  Statement  and the related
Prospectus to become usable for their intended purpose(s) as soon as practicable
thereafter;

     (ii)     prepare  and  file  with  the  Commission  such  amendments  and
post-effective  amendments  to  the  Resale  Registration  Statement  as  may be
necessary to keep the Resale Registration Statement effective for the applicable
period  set  forth  in Section 3 hereof or such shorter period as will terminate
when  all  Transfer  Restricted  Securities  covered by such Resale Registration
Statement cease to be Transfer Restricted Securities; cause the Prospectus to be
supplemented by any required Prospectus supplement, and as so supplemented to be
filed  pursuant  to  Rule  424  under the Act in a timely manner; and reasonably
assist  Holders  in complying with the provisions of the Act with respect to the
disposition  of  all  Securities  covered  by such Resale Registration Statement
during  the  applicable period in accordance with the intended method or methods
of  distribution  by  the  sellers thereof set forth in such Resale Registration
Statement  or  supplement  to  the  Prospectus;

     (iii)     advise  the  selling  Holders  promptly and, if requested by such
Persons  in  writing, to confirm such advice in writing, (A) when the Prospectus
or  any  Prospectus  supplement or post-effective amendment has been filed, and,
with  respect  to  any  Resale  Registration  Statement  or  any  post-effective
amendment thereto, when the same has become effective, (B) of any request by the
Commission  for amendments to the Resale Registration Statement or amendments or
supplements  to  the  Prospectus or for additional information relating thereto,
(C) of the issuance by the Commission of any stop order or other order or action
suspending  the effectiveness of the Resale Registration Statement under the Act
or  of  the  suspension  by  any  state securities or Blue Sky commission of the
exemption,  qualification  or registration of the Transfer Restricted Securities
for  offering  or  sale in any jurisdiction, or the initiation of any proceeding
for  any  of  the preceding purposes, or (D) of the existence of any fact or the
happening  of  any event that makes any statement of a material fact made in the
Resale  Registration  Statement,  the  Prospectus,  any  amendment or supplement
thereto,  or  any  document  incorporated  by  reference therein untrue, or that
requires  the  making  of any additions to or changes in the Resale Registration
Statement or the Prospectus in order to make the statements therein, in light of
the  circumstances  under  which they were made, not misleading.  If at any time
the  Commission  shall  issue any stop order or other order or take other action
suspending  the effectiveness of the Resale Registration Statement, or any state
securities  commission  or  other  regulatory  authority  shall  issue  an order
suspending  the  exemption,  qualification  or  registration  of  the  Transfer
Restricted Securities under state securities or Blue Sky laws, the Company shall
use  its  reasonable  best  efforts  to obtain the withdrawal or lifting of such
order  at  the  earliest  possible  time;

     (iv)     upon  request, furnish to each selling Holder, without charge, one
copy  of  the Resale Registration Statement, as first filed with the Commission,
and of each amendment thereto, including all documents incorporated by reference
therein  and  all  exhibits;  deliver  to  each  selling  Holder and each of the
underwriter(s),  if  any,  without  charge,  as  many  copies  of the Prospectus
(including  each preliminary Prospectus) and any amendment or supplement thereto
as  such  persons reasonably may request; and the Company hereby consents to the
use  of  the  Prospectus  and any amendment or supplement thereto (other than in
those  states  or  jurisdictions  in  which the Company has not complied with or
satisfied  the requirements of the relevant securities or Blue Sky laws) by each
of  the selling Holders , if any in connection with the offering and the sale of
the Transfer Restricted Securities covered by the Prospectus or any amendment or
supplement  thereto;

     (v)     enter  into  such  agreements  and  make  such  representations and
warranties  and  take all such other actions in connection therewith in order to
expedite  or  facilitate  the  disposition of the Transfer Restricted Securities
pursuant  to  any  Resale Registration Statement contemplated by this Agreement,
all  to  the  extent  usual  and customary in offerings of the type contemplated
hereby  and  as may be reasonably requested by any Holder of Transfer Restricted
Securities  in  connection  with  any resale pursuant to any Resale Registration
statement  contemplated  by  this  Agreement.

     (vi)     prior  to  any  public offering of Transfer Restricted Securities,
cooperate  with  the  selling Holders and their respective counsel in connection
with  the  registration  and qualification of the Transfer Restricted Securities
under  the  securities  or  Blue  Sky  laws of such jurisdictions as the selling
Holders may reasonably request and do any and all other acts or things necessary
or  advisable  to  enable  the disposition in such jurisdictions of the Transfer
Restricted  Securities  covered  by  the Resale Registration Statement; provided
that  the  Company  shall  not  be  required to register or qualify as a foreign
corporation  where  it  is not now so qualified or to take any action that would
subject  it  to the service of process in suits or to taxation, other than as to
matters  and  transactions relating to the Resale Registration Statement, in any
jurisdiction  where  it  is  not  now  so  subject;

     (vii)     cooperate  with  the  selling  Holders  to  facilitate the timely
preparation  and  delivery  of  certificates  representing  Transfer  Restricted
Securities to be sold and registered in such names as the Holders may reasonably
request  at least two (2) business days prior to any sale of Transfer Restricted
Securities  made  by  such  selling  Holders;

     (viii)     use its reasonable best efforts to cause the Transfer Restricted
Securities covered by the Resale Registration Statement to be registered with or
approved  by such other governmental agencies or authorities as may be necessary
to  enable  the  seller or sellers thereof to consummate the disposition of such
Transfer  Restricted  Securities, subject to the provisions contained in Section
4(b)(vi)  above;

     (ix)     if  any  fact  or  event contemplated by Section (b)(iii)(D) above
shall  exist  or  have  occurred, prepare as soon as practicable a supplement or
post-effective  amendment  to  the  Resale  Registration  Statement  or  related
Prospectus  or  any document incorporated therein by reference or file any other
required document so that, as thereafter delivered to the purchasers of Transfer
Restricted  Securities, the Prospectus will not contain an untrue statement of a
material  fact  or  omit  to  state  any  material  fact  necessary  to make the
statements  therein  not  misleading;

     (x)     cooperate  and  assist  in any filings required to be made with the
NASD  and  use  its  reasonable  best  efforts  to  cause such filings to become
effective  and  approved  by such governmental agencies or authorities as may be
necessary  to  enable  the  Holders  selling  Transfer  Restricted Securities to
consummate  the  disposition  of  such  Transfer  Restricted  Securities;

     (xi)     otherwise  comply with all applicable rules and regulations of the
Commission;

     (xii)     cause all shares of Transfer Restricted Securities covered by the
Resale  Registration  Statement  to  be  listed  on  each securities exchange or
market,  if  applicable,  on  which similar securities issued by the Company are
then  listed;  and

     (xiii)     provide promptly to each Holder upon request each document filed
with  the Commission pursuant to the requirements of Section 13 or Section 15 of
the  Exchange  Act.

     (c)     BLACKOUT.Each Holder agrees by acquisition of a Transfer Restricted
Security  that,  upon receipt of any notice from the Company of the existence of
any  fact of the kind described in Section 4(b)(iii)(D) hereof, such Holder will
forthwith  discontinue disposition of Transfer Restricted Securities pursuant to
the  Resale  Registration Statement until such Holder's receipt of the copies of
the  supplemented  or  amended  Prospectus as contemplated by section 4(b)(xiii)
hereof, or until it is advised in writing (the "Advice") by the Company that the
use  of the Prospectus may be resumed, and has received copies of any additional
or  supplemental  filings  that are incorporated by reference in the Prospectus.
The  Company shall use its best efforts to take such actions as are necessary to
provide  such  Advice within thirty (30) days of the date of any notice from the
Company  of  the  existence  of  any  fact  of  the  kind  described  in Section
4(b)(iii)(D)  hereof. If so directed by the Company, each Holder will deliver to
the  Company  all copies, other than permanent file copies then in such Holder's
possession,  of the Prospectus covering such Transfer Restricted Securities that
was  current  immediately  prior  to the time of receipt of such notice.  In the
event  the  Company  shall  give  any such notice, the time period regarding the
effectiveness  of  such  Resale  Registration  Statement  set  forth  in Section
3(b)(ii)  shall  be  extended  by  the number of days during the period from and
including the date of the giving of such notice pursuant to Section 4(b)(iii)(D)
hereof to and including the date when each selling Holder covered by such Resale
Registration  Statement  shall  have  received the copies of the supplemented or
amended  Prospectus  as  contemplated  by  section 4(b)(ix) hereof or shall have
received  the  Advice.

SECTION  5.  REGISTRATION  EXPENSES

     All  expenses  incident  to the Company's performance of or compliance with
this  Agreement  will  be  borne  by  the  Company,  regardless whether a Resale
Registration  Statement becomes effective, including without limitation: (i) all
registration  and filing fees and expenses (including filings made by any Holder
with  the  NASD  (and,  if  applicable,  the fees and expenses of any "qualified
independent underwriter" and its counsel that may be required by the NASD); (ii)
all  fees and expenses of compliance with federal securities, foreign securities
and state Blue Sky or securities laws; (iii) all expenses of printing (including
the  printing  of  Prospectuses  and  new certificates representing Securities),
messenger  and delivery services and telephone expenses incurred by the Company;
(iv)  all fees and disbursements of counsel for the Company; (v) all application
and  filing  fees  in  connection  with  listing  the  Securities  on a national
securities  exchange  or automated quotation system pursuant to the requirements
hereof;  and  (vi)  all  fees  and disbursements of independent certified public
accountants  of  the  Company.

     The  Company  will,  in  any  event,  bear its internal expense (including,
without  limitation,  all  salaries  and  expenses of its officers and employees
performing  legal  or  accounting  duties) and the expenses of any annual audit.

     Each  Holder  shall  pay  all  expenses  of its counsel and commissions and
transfer  taxes,  if  any,  relating to the sale or disposition of such Holder's
Transfer  Restricted  Securities  pursuant to the Resale Registration Statement.

SECTION  6.  INDEMNIFICATION

     (a)     The  Company  shall indemnify and hold harmless (i) each Holder and
(ii)  the  respective  representatives  and  agents  of  any  Holder (any person
referred  to  in  clause  (i)  or  (ii)  may  hereinafter  be  referred to as an
"Indemnified  Holder"),  to  the fullest extent lawful, from and against any and
all losses, claims, damages, liabilities, judgments, actions and expenses, joint
or  several (including without limitation, reimbursement of all reasonable costs
of  investigating,  preparing,  pursuing  or  defending  any  claim  or  action,
investigation  or  proceeding  by  any governmental agency or body, commenced or
threatened,  including  the  reasonable fees and charges of counsel) directly or
indirectly  caused  by,  related to, based upon, arising out of or in connection
with  any  untrue  statement  or  alleged  untrue  statement  of a material fact
contained  in  (A)  the  Resale  Registration  Statement  or  Prospectus (or any
amendment  or  supplement  thereto)  or  (B)  any  state  securities or Blue Sky
application or other document prepared or executed by the Company (or based upon
any  information  furnished by the Company) for the purpose of qualifying any of
the  Securities  under  the  securities  or  Blue Sky laws of any state or other
jurisdiction  (any  such  application,  document  or  information hereinafter is
referred  to as a "Blue Sky Application") or any omission or alleged omission to
state  in  the  Resale Registration Statement or Prospectus (or any amendment or
supplement  thereto)  or in any Blue Sky Application 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, except insofar as such
losses,  claims,  damages,  liabilities  or  expenses  are  caused  by an untrue
statement  or  omission  or alleged untrue statement or omission that is made in
reliance  upon and in conformity with information relating to any of the Holders
furnished  in  writing to the Company by any of the Holders or counsel or agents
of  Holders  expressly  for  use  therein.  The  foregoing indemnification is in
addition  to  any  liability  which  the  Company  may  otherwise  have  to  any
Indemnified  Holder.

     (b)     Each  Holder  agrees,  severally  and not jointly, to indemnify and
hold  harmless the Company, and its respective directors, officers, employers or
agents  and  any person controlling (within the meaning of Section 15 of the Act
or  Section  20  of the Exchange Act) the Company, and to the same extent as the
foregoing  indemnity  from  the  Company to each of the Indemnified Holders, but
only  with  respect  to claims and actions based on information relating to such
Holder  furnished  in  writing  by  such  Holder expressly for use in the Resale
Registration  Statement  or  Prospectus.  The  foregoing  indemnification  is in
addition  to any liability which any Holder may otherwise have to the Company or
any Controlling Person.  No Holder shall be required to indemnify the Company in
an  amount  greater than the product of $7.50 multiplied by the number of shares
set  forth  by  such  Holder's  name  in  Schedule  1  hereto.

     (c)     Promptly after receipt by an indemnified party under this Section 6
of  notice of any claim or the commencement of any action, the indemnified party
shall,  if  a  claim  in  respect thereof is to be made against the indemnifying
party  under  this  Section  6,  notify the indemnifying party in writing of the
claim or the commencement of that action; provided, however, that the failure to
notify  the  indemnifying party shall not relieve it from any liability which it
may  have  under  this  Section  6  except  to the extent it has been materially
prejudiced by such failure and, provided further, that the failure to notify the
indemnifying  party shall not relieve it from any liability which it may have to
an  indemnified  party otherwise than under this Section 6 (except to the extent
so provided in any such other obligation).  If any such claim or action shall be
brought  against  an  indemnified  party,  and  it  shall  have  notified  the
indemnifying  thereof,  the  indemnifying party shall be entitled to participate
therein  and,  to  the  extent  that it wishes, jointly with any other similarly
notified  indemnifying  party,  to  assume  the  defense  thereof  with  counsel
reasonably  satisfactory  to  the  indemnified  party.  After  notice  from  the
indemnifying  party  to  the  indemnified  party  of  its election to assume the
defense  of  such  action,  the  indemnifying  party  shall not be liable to the
indemnified  party  under  this  Section  6  for  any  legal  or  other expenses
subsequently  incurred  by  the indemnified party in connection with the defense
thereof  other  than  reasonable costs of investigation, provided, however, that
the  indemnified  party  shall  have  the  right  to  employ separate counsel to
represent  jointly the indemnified party and those other Indemnified Holders and
their  respective officers, employees and controlling persons who may be subject
to  liability  arising  out  of  any  claim in respect of which indemnity may be
sought  by Indemnified Holders against the indemnifying party under this Section
6,  but  the  fees  and expenses of such counsel shall be at the expense of such
indemnified  party  unless  (i)  the  employment  thereof  has been specifically
authorized  by  the  indemnifying  party in writing, (ii) such indemnified party
shall  have  been  advised  by  such counsel that there may be one or more legal
defenses  available  to  it  which  are  different  from  or additional to those
available  to  the  indemnifying  party  and  in the reasonable judgment of such
counsel it is advisable for such indemnified party to employ separate counsel or
(iii) the indemnifying party has failed to assume the defense of such action and
employ  counsel reasonably satisfactory to the indemnified party, in which case,
if  such  indemnified  party  notifies the indemnifying party in writing that it
elects  to employ separate counsel at the expense of the indemnifying party, the
indemnifying party shall not have the right to assume the defense of such action
on behalf of such indemnified party.  In no event shall the indemnifying parties
be  liable  for  the  fees and expenses of more than one counsel (in addition to
local  counsel).  Each  indemnified  party,  as  a  condition  of  the indemnity
agreements contained in this Section 6, shall use its reasonable best efforts to
cooperate  with  the  indemnifying  party  in  the defense of any such action or
claim.  No indemnifying party shall (i) without the prior written consent of the
indemnified  parties,  settle  or  compromise  or  consent  to  the entry of any
judgment  with  respect  to  any  pending  or  threatened claim, action, suit or
proceeding  in  respect  of  which indemnification or contribution may be sought
hereunder  (whether  or  not  the  indemnified  parties  are actual or potential
parties  to  such claim or action) unless such settlement, compromise or consent
includes  an  unconditional release of each indemnified party from all liability
arising  out of such claim, action, suit or proceeding or (ii) be liable for any
settlement  of  any  such  action, compromise of any action or any judgment with
respect  to any action the entry of which was consented to, effected without its
written  consent, but if settled with its written consent or if there be a final
judgment  of  the plaintiff in any such action, the indemnifying party agrees to
indemnify  and  hold  harmless  any  indemnified  party, to the extent set forth
herein,  from  and against any loss or liability by reason of such settlement or
judgment.

     (d)     If the indemnification provided for in this Section 6 shall for any
reason  be  unavailable to or insufficient to hold harmless an indemnified party
under  Section  6(a) or 6(b) in respect of any loss, claim, damage or liability,
or  any  action  in respect thereof, referred to therein, then each indemnifying
party  shall,  in lieu of indemnifying such indemnified party, contribute to the
amount  paid  or  payable  by  such  indemnified party as a result of such loss,
claim,  damage or liability, or action in respect thereof, in such proportion as
shall  be  appropriate  to  reflect the relative fault of the Company on the one
hand  and  the  Holders  on  the  other  hand  with respect to the statements or
omissions  which resulted in such loss, claim, damage or liability, or action in
respect  thereof,  as  well as any other relevant equitable considerations.  The
relative fault shall be determined by reference to whether the untrue or alleged
statement of a material fact or omission or alleged omission to state a material
fact  relates  to information supplied by the Company or the Holders, the intent
of  the  parties  and  their  relative  knowledge,  access  to  information  and
opportunity  to  correct or prevent such statement or omission.  The Company and
the  Holders  agree  that  it  would  not be just and equitable if contributions
pursuant to this Section 6(d) were to be determined by pro rata allocation (even
if  the  Holders  were  treated  as one entity for such purpose) or by any other
method  of  allocation  which  does  not  take  into  account  the  equitable
considerations referred to herein.  The amount paid or payable by an indemnified
party  as a result of the loss, claim, damage or liability, or action in respect
thereof,  referred to above in this Section 6(d) shall be deemed to include, for
purposes  of  this Section 6(d), any legal or other expenses reasonably incurred
by such indemnified party in connection with investigating or defending any such
action  or  claim.  Notwithstanding  the  provisions  of  this  Section 6(d), no
Indemnified  Holder  shall be required to contribute any amount in excess of the
amount by which proceeds received by such Indemnified Holder from an offering of
the  Securities  exceeds the amount of any damages which such Indemnified Holder
has  otherwise  paid  or become liable to pay by reason of any untrue or alleged
untrue  statement  or  omission  or  alleged  omission.  No  person  guilty  of
fraudulent misrepresentation (within the meaning Section 11(f) of the Act) shall
be  entitled  to  contribution  from  any  person  who  was  not  guilty of such
fraudulent  misrepresentation.  The  Indemnified  Holders'  obligations  to
contribute  as  provided  in  this  Section  6(d)  are  several  and  not joint.

SECTION  7.  RULE  144  AND  RULE  144A

     The Company hereby agrees with each Holder, for so long as such Holder owns
any  Transfer  Restricted  Securities,  to  make  available  to  such Holder the
information  required  by  Rule  144 under the Act in order to permit resales of
such  Transfer  Restricted  Securities  by  such  Holder  pursuant  to Rule 144.

     The Company hereby agrees with each Holder, for so long as such Holder owns
any  Transfer  Restricted  Securities,  to  make  available  to  such Holder the
information required by Rule 144A(d)(4) under the Act in order to permit resales
of  such  Transfer  Restricted  Securities by such Holder pursuant to Rule 144A.

SECTION  8.  PARTICIPATION  IN  UNDERWRITTEN  REGISTRATIONS

No  Holder  may  sell  any  Transfer  Restricted  Security  in  an  Underwritten
Registration pursuant to this Agreement; provided, however, if at any time prior
                                         --------  -------
to the filing of the Resale Registration Statement the Board of Directors of the
Company  shall  determine to file with the SEC a registration statement relating
to an offering for its own account or the account of others under the Act of any
of  its  equity  securities  (other  than  on Form S-4 or Form S-8 or their then
equivalents relating to equity securities to be issued solely in connection with
any  acquisition  of  any  entity  or  business or equity securities issuable in
connection  with  stock option or other employee benefit plans) (collectively, a
"Piggyback  Registration  Statement"),  the  Company  shall  send to each Holder
 ----------------------------------
written  notice  of  such  determination  and, if within ten (10) days after the
effective  date  of  such  notice,  such Holder shall so request in writing, the
Company  shall  include  in  such  Piggyback Registration Statement the Transfer
Restricted  Securities  of  such  Holder  eligible  to  be  included in a Resale
Registration  Statement,  except  that  if,  in connection with any Underwritten
Offering  for  the  account  of the Company the managing  underwriter(s) thereof
shall  impose  a limitation on the number of shares of Common Stock which may be
included in the Piggyback Registration Statement because, in such underwriter(s)
judgment,  marketing  or  other  factors dictate such limitation is necessary to
facilitate  public  distribution, then the Company shall be obligated to include
in  such  Piggyback  Registration  Statement  only  such limited  portion of the
Transfer  Restricted  Securities with respect to which such Holder has requested
inclusion  hereunder as the underwriter shall permit.  Any exclusion of Transfer
Restricted  Securities  shall  be  made  pro  rata  among the Holders seeking to
include  Transfer  Restricted Securities in proportion to the number of Transfer
Restricted  Securities  sought  to  be  included  by  such  Holders.

SECTION  9.  MISCELLANEOUS

     (a)     REMEDIES.  The  Company  agrees  that monetary damages would not be
adequate  compensation  for any loss incurred by reason of a breach by it of the
provisions  of  this  Agreement  and  hereby  agrees to waive the defense in any
action  for  specific  performance  that  a  remedy  at  law  would be adequate.

     (b)     NO  INCONSISTENT  AGREEMENTS.The  Company  will not on or after the
date  of  this Agreement enter into any agreement with respect to its securities
that is inconsistent with the rights granted to the Holders in this Agreement or
otherwise  conflicts  with  the  provisions  hereof.  The  rights granted to the
Holders  hereunder  do  not  in  any  way  breach  or  conflict with and are not
inconsistent  with the rights granted to the holders of the Company's securities
under  any  agreement  in  effect  on  the  date  hereof.

     (c)     AMENDMENTS  AND WAIVERS.The provisions of this Agreement may not be
amended, modified or supplemented, and waivers or consents to or departures from
the  provisions  hereof  may  not  be  given unless the Company has obtained the
written  consent  of  Holders  of  ninety  percent (90%) of the then outstanding
Transfer  Restricted  Securities.  Notwithstanding  the  foregoing,  a waiver or
consent  to departure from the provisions hereof that relates exclusively to the
rights of Holders whose Transfer Restricted Securities are being resold pursuant
to  the  Resale  Registration  Statement  and  that  does not affect directly or
indirectly  the rights of other Holders whose Transfer Restricted Securities are
not  being resold pursuant to such Resale Registration Statement may be given by
the  Holders  of  a  majority  of the outstanding Transfer Restricted Securities
being  resold  pursuant  to  such  Resale  Registration  Statement.

     (d)     NOTICES.All  notices  and  other  communications  provided  for  or
permitted  hereunder  shall  be made in writing by hand-delivery, first-class or
certified  mail,  telex,  telecopier  or  reliable  overnight  delivery service:
     (i)     if  to  the  Company,  to:

               Concurrent  Computer  Corporation
               4375  River  Green  Parkway
               Duluth,  Georgia  30096
               Attn:  E.  Courtney  Siegel

         with  a  copy  to:

               King  &  Spalding
               191  Peachtree  Street
               Suite  4900
               Atlanta,  GA  30303
               Attn:  John  D.  Capers,  Jr.

     (ii)     if  to  the  Holders  to:

               Fred  Allegrezza
               c/o  Concurrent  Computer  Corporation
               100  High  Point  Drive
               Chalfont,  Pennsylvania  18914

         and  to:

               Gary  Lauder
               88  Mercedes  Lane
               Atherton,  California  94027

         and  to:

               Robert  B.  Clasen
               P.O.  Box  908
               Rancho  Santa  Fe,  California  92067

         with  a  copy  to:

               Morgan  Lewis  &  Bockius
               1701  Market  Street
               Philadelphia,  Pennsylvania  19103-2921
               Attn:  Stephen  M.  Goodman,  Esq.

         and  to:

               Gunderson  Dettmer  Stough  Villeneuve  Franklin & Hachigian, LLP
               155  Constitution  Drive
               Menlo  Park,  California  94025
               Attn:  Daniel  E.  O'Connor,  Esq.  /  David  T.  Young,  Esq.


     All  such  notices  and  communications  shall  be deemed to have been duly
given: at the time delivered by hand, if personally delivered; five (5) business
days  after  being  deposited  in  the  mail,  postage  prepaid, if mailed; when
answered  back, if telexed; when receipt acknowledged, if telecopied; and on the
next  business  day,  if  sent  via  a  reliable  overnight  delivery  service.

     (e)     SUCCESSORS AND ASSIGNS.This Agreement shall inure to the benefit of
and be binding upon the successors and assigns of each of the parties, including
subsequent Holders of Transfer Restricted Securities; provided, however, that no
subsequent Holder of any Transfer Restricted Securities shall be entitled to the
benefits  of  this  Agreement  unless and until such Holder shall have agreed in
writing  reasonably satisfactory to the Company to be bound by the terms hereof.

     (f)     COUNTERPARTS.This  Agreement  may  be  executed  in  any  number of
counterparts,  by  the  parties  hereto, each of which when so executed shall be
deemed  to  be  an original and all of which taken together shall constitute one
and  the  same  agreement.

     (g)     HEADINGS.The  headings  in  this  Agreement  are for convenience of
reference  only  and  shall  not  limit  or otherwise affect the meaning hereof.

     (h)     GOVERNING  LAW.This  Agreement will be governed by and construed in
accordance  with the laws of the State of Georgia (exclusive of conflicts of law
principles).  Courts within the state of Georgia will have jurisdiction over any
and  all  disputes between the parties hereto, whether in law or equity, arising
out  of  or  relating  to  this  agreement  and  the agreements, instruments and
documents  contemplated  hereby.  The  parties consent to and agree to submit to
the  jurisdiction of such courts.  Each of the parties hereby waives, and agrees
not to assert in any such dispute, to the fullest extent permitted by applicable
law, any claim that (i) such party is not personally subject to the jurisdiction
of  such  courts,  (ii)  such party and such party's property is immune from any
legal  process  issued  by such courts or (iii) any litigation commenced in such
courts  is  brought  in  an  inconvenient  forum.

     (i)     SEVERABILITY.In  the  event  that any one or more of the provisions
contained  herein  or  the  application  thereof,  in any circumstances, is held
invalid,  illegal or unenforceable, the validity, legality and enforceability of
any  such  provision  in  every  other  respect  and of the remaining provisions
contained  herein  shall  not  be  affected  or  impaired  thereby.

     (j)     ENTIRE  AGREEMENT.This  Agreement  is  intended by the parties as a
final  expression of their agreement and intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the  subject  matter hereof.  There are no restrictions, promises, warranties or
undertakings,  other  than those set forth or referred to herein with respect to
the  registration  rights  granted  by  the Company with respect to the Transfer
Restricted  Securities.  This  Agreement  supersedes  all  prior  agreements and
understandings  between  the  parties  with  respect  to  such  subject  matter.

<PAGE>
     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first  written  above.


                    CONCURRENT  COMPUTER  CORPORATION


                    By
                       ---------------------------
                       Name:
                       Title:

                    HOLDERS:


                    ------------------------------
                    Fred  Allegrezza


                    ------------------------------
                    Gary  Lauder


                    ------------------------------
                    Robert  B.  Clasen

<PAGE>
                                   SCHEDULE  1
                                   -----------

Fred  Allegrezza  -  1,606,986

Gary  Lauder  -  599,930

Robert  Clasen  -  26,783

<PAGE>