<PAGE>

                                                                     EXHIBIT 4.2

                           THIRD AMENDED AND RESTATED

                          REGISTRATION RIGHTS AGREEMENT

        THIRD AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, dated March 9,
2004 (this "Agreement"), among Critical Path, Inc., a California corporation
(the "Company"), General Atlantic Partners 74, L.P., a Delaware limited
partnership ("GAP LP"), GAP Coinvestment Partners II, L.P., a Delaware limited
partnership ("GAP Coinvestment"), GapStar, LLC, a Delaware limited liability
company ("GapStar"), GAPCO GmbH & Co. KG, a German limited partnership ("GmbH
Coinvestment"), Cenwell Limited ("Cenwell"), Campina Enterprises Limited
("Campina"), Great Affluent Limited ("Great Affluent"), Dragonfield Limited
("Dragonfield"), Lion Cosmos Limited ("Lion Cosmos"), Vectis CP Holdings, LLC, a
Delaware limited liability company ("Vectis"), Permal U.S. Opportunities Limited
("Permal"), Zaxis Equity Neutral, L.P. ("Zaxis Equity"), Zaxis Institutional
Partners, L.P. ("Zaxis Institutional"), Zaxis Offshore Limited ("Zaxis
Offshore"), Zaxis Partners, L.P. ("Zaxis Partners"), Guggenheim Portfolio
Company XIII ("Guggenheim" and collectively with Permal, Zaxis Equity, Zaxis
Institutional, Zaxis Offshore and Zaxis Partners, "Apex Capital"), Passport
Master Fund, L.P. ("Passport Capital"), Crosslink Crossover Fund IV, L.P.
("Crosslink"), Sagamore Hill Hub Fund, Ltd. ("Sagamore"), Criterion Capital
Partners, Ltd. ("Criterion Limited"), Criterion Capital Partners, Institutional
("Criterion Institutional"), Criterion Capital Partners, L.P. ("Criterion LP"
and together with Criterion Limited and Criterion Institutional, "Criterion")
and Capital Ventures International ("Heights Capital");

        WHEREAS, pursuant to the Stock and Warrant Purchase Agreement, dated
November 8, 2001, as amended from time to time (the "Stock Purchase Agreement"),
among the Company, GAP LP, GAP Coinvestment, GapStar, Cenwell, Campina and
Vectis, the Company has (i) issued and sold to GAP LP, GAP Coinvestment,
GapStar, Cenwell, Campina and Vectis, an aggregate of 2,162,582 shares of Series
D Cumulative Redeemable Convertible Participating Series D Preferred Stock, par
value $0.001 per share, of the Company, as amended from time to time (the
"Series D Preferred Stock"), (ii) issued and delivered to GAP LP, GAP
Coinvestment and GapStar an aggregate of 1,837,418 shares of Series D Preferred
Stock in exchange for a certain amount of convertible subordinated notes of the
Company and (iii) issued and sold to GAP LP, GAP Coinvestment and GapStar
warrants to purchase shares of Common Stock (as hereinafter defined) (the
"Warrants");

        WHEREAS, pursuant to the Convertible Note Purchase and Exchange
Agreement, dated November 18, 2003 (the "Convertible Note Purchase and Exchange
Agreement"), among the Company, GAP LP, GAP Coinvestment, GapStar, GAP-W, LLC, a
Delaware limited liability company, GmbH Coinvestment, Campina, Cenwell, Great
Affluent, Dragonfield and Lion Cosmos, as amended, (i) the Company has issued
and sold to GAP LP, GAP Coinvestment, GapStar and GmbH Coinvestment convertible
promissory notes (the "GA Notes") which are convertible into shares, par value
$0.001 per share, of Series E Redeemable Convertible Preferred Stock of the
Company (the "Series E Preferred Stock") and (ii) Campina, Cenwell, Great
Affluent, Dragonfield and Lion Cosmos agreed upon the satisfaction of certain
conditions to exchange their CK Sub Notes (as hereinafter defined) for shares of
Series E Preferred Stock;


<PAGE>

        WHEREAS, pursuant to the Convertible Note Purchase Agreement, dated
January 16, 2004, among the Company, Permal, Zaxis Equity, Zaxis Institutional,
Zaxis Offshore, Zaxis Partners and Passport Capital (the "January Convertible
Note Agreement"), the Company has issued and sold to Permal, Zaxis Equity, Zaxis
Institutional, Zaxis Offshore, Zaxis Partners and Passport Capital convertible
promissory notes (the "January 2004 Notes") which are convertible into shares of
Series E Preferred Stock;

        WHEREAS, pursuant to the Convertible Note Purchase Agreement, dated
March 9, 2004, among the Company, Apex Capital, Crosslink, Sagamore, Criterion
and Heights Capital (the "March Convertible Note Agreement" and, together with
the January Convertible Note Agreement, the "Convertible Note Agreements"), the
Company has issued and sold to Apex Capital, Crosslink, Sagamore, Criterion and
Heights Capital convertible promissory notes in the principal amount of up to
$18,500,000 (the "March 2004 Notes" and, collectively with the GA Notes and the
January 2004 Notes, the "Notes") which are convertible into shares of Series E
Preferred Stock; and

        WHEREAS, in order to induce (i) each of GAP LP, GAP Coinvestment,
GapStar, GmbH Coinvestment, Apex Capital, Passport Capital, Crosslink, Sagamore,
Criterion and Heights Capital to purchase the Notes and (ii) Campina, Cenwell,
Great Affluent, Dragonfield and Lion Cosmos to exchange the CK Sub Notes for
shares of Series E Preferred Stock, the Company has agreed to grant registration
rights with respect to the Registrable Securities (as hereinafter defined) as
set forth in this Agreement:

        NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth herein and for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto agree as follows:

        1. Definitions. As used in this Agreement, and unless the context
requires a different meaning, the following terms have the meanings indicated:

               "Affiliate" shall mean any Person who is an "affiliate" as
defined in Rule 12b-2 of the General Rules and Regulations under the Exchange
Act.

               "Agreement" means this Agreement as the same may be amended,
supplemented or modified in accordance with the terms hereof.

               "Amended and Restated Stockholders Agreement" shall mean the
Amended and Restated Stockholders Agreement, dated the date hereof, among the
Company, GAP LP, GAP Coinvestment, GapStar, GmbH Coinvestment and the Persons
listed therein as "Coinvestors."

               "Apex Capital" has the meaning set forth in the preamble to this
Agreement.

               "Apex Stockholders" means Apex Capital, Passport Capital,
Crosslink, Sagamore, Criterion and Heights Capital and any Affiliate thereof
that, after the date hereof, acquires Registrable Securities.


                                       2
<PAGE>

               "Approved Underwriter" has the meaning set forth in Section 3(f)
of this Agreement.

               "Board of Directors" means the Board of Directors of the Company.

               "Business Day" means any day other than a Saturday, Sunday or
other day on which commercial banks in the State of New York are authorized or
required by law or executive order to close.

               "Campina" has the meaning set forth in the preamble to this
Agreement.

               "Cenwell" has the meaning set forth in the preamble to this
Agreement.

               "Coinvestor Stockholders" means Cenwell, Campina, Great Affluent,
Dragonfield, Lion Cosmos and any Affiliate thereof that, after the date hereof,
acquires Registrable Securities.

               "CK Sub Notes" means the 53/4% Convertible Subordinated Notes due
April 1, 2005 issued by the Company in the principal face amount of thirty-two
million seven hundred ninety-five thousand dollars ($32,795,000), pursuant to
the Company's Indenture, dated March 31, 2000.

               "Commission" means the Securities and Exchange Commission or any
similar agency then having jurisdiction to enforce the Securities Act.

               "Common Stock" means the Common Stock, par value $0.001 per
share, of the Company or any other capital stock of the Company into which such
stock is reclassified or reconstituted and any other common stock of the
Company.

               "Company" has the meaning set forth in the preamble to this
Agreement.

               "Company Underwriter" has the meaning set forth in Section 4(a)
of this Agreement.

               "Conversion" has the meaning set forth in the Convertible Note
Agreements.

               "Conversion and Exchange" has the meaning set forth in the
Convertible Note Purchase and Exchange Agreement.

               "Convertible Note Purchase and Exchange Agreement" has the
meaning set forth in the recitals to this Agreement.

               "Convertible Note Agreements" has the meaning set forth in the
recitals to this Agreement.

               "Criterion" has the meaning set forth in the preamble to this
Agreement.

               "Crosslink" has the meaning set forth in the preamble to this
Agreement.


                                       3
<PAGE>

               "Daily Trade Amount" means, (a) as to each of the General
Atlantic Stockholders, the Coinvestor Stockholders, the Vectis Stockholders and
the Apex Stockholders (other than Passport Capital, Crosslink, Sagamore,
Criterion and Heights Capital), the greater of (i) with respect to any date a
proposed sale pursuant to a Registration Statement is to be executed, 20% of the
daily trading volume of the Common Stock on the Nasdaq National Market System on
the date a proposed trade is to take place and (ii) 20% of the average daily
trading volume of the Common Stock on the Nasdaq National Market for the five
trading days immediately preceding such date, (b) as to Passport Capital, the
greater of (i) 6.7% of the daily trading volume of the Common Stock on the
Nasdaq National Market System on the date a proposed trade is to take place and
(ii) 6.7% of the average daily trading volume of the Common Stock on the Nasdaq
National Market for the five trading days immediately preceding such date, (c)
as to Crosslink, the greater of (i) 8.9% of the daily trading volume of the
Common Stock on the Nasdaq National Market System on the date a proposed trade
is to take place and (ii) 8.9% of the average daily trading volume of the Common
Stock on the Nasdaq National Market for the five trading days immediately
preceding such date, (d) as to Sagamore, the greater of (i) 5.3% of the daily
trading volume of the Common Stock on the Nasdaq National Market System on the
date a proposed trade is to take place and (ii) 5.3% of the average daily
trading volume of the Common Stock on the Nasdaq National Market for the five
trading days immediately preceding such date, (e) as to Criterion, the greater
of (i) 6.2% of the daily trading volume of the Common Stock on the Nasdaq
National Market System on the date a proposed trade is to take place and (ii)
6.2% of the average daily trading volume of the Common Stock on the Nasdaq
National Market for the five trading days immediately preceding such date and
(f) as to Heights Capital, the greater of (i) 3.6% of the daily trading volume
of the Common Stock on the Nasdaq National Market System on the date a proposed
trade is to take place and (ii) 3.6% of the average daily trading volume of the
Common Stock on the Nasdaq National Market for the five trading days immediately
preceding such date; provided, however, that for the purpose of calculating the
Daily Trade Amount, a block trade effected by a party outside the Nasdaq
National Market System shall be disregarded for purposes of calculating the
amount disposed of by the party and the daily trading volume. The Daily Trade
Amount shall apply to each such stockholder severally and not jointly, shall not
be aggregated among or between such stockholders, and such stockholders shall
not be required hereby to coordinate their sales or dispositions of Common
Stock.

               "Demand Registration" has the meaning set forth in Section 3(a)
of this Agreement.

               "Designated Holder" means each of the General Atlantic
Stockholders, the Coinvestor Stockholders, the Vectis Stockholders and the Apex
Stockholders and any transferee of any of them to whom Registrable Securities
have been transferred in accordance with Section 9(f) of this Agreement, other
than a transferee to whom Registrable Securities have been transferred pursuant
to a Registration Statement under the Securities Act or Rule 144 (or any
successor rule thereto).

               "Dragonfield" has the meaning set forth in the recitals to this
Agreement.


                                       4
<PAGE>

               "Exchange" has the meaning set forth in the Convertible Note
Purchase and Exchange Agreement.

               "Exchange Act" means the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the Commission thereunder.

               "GA Notes" has the meaning set forth in the recitals to this
Agreement.

               "GAP Coinvestment" has the meaning set forth in the preamble to
this Agreement.

               "GAP LLC" means General Atlantic Partners, LLC, a Delaware
limited liability company and the general partner of GAP LP and the managing
member of GapStar, and any successor to such entity.

               "GAP LP" has the meaning set forth in the preamble to this
Agreement.

               "GapStar" has the meaning set forth in the preamble to this
Agreement.

               "General Atlantic Stockholders" means GAP LP, GAP Coinvestment,
GapStar, GmbH Coinvestment and any Affiliate of GAP LLC that, after the date
hereof, acquires Registrable Securities.

               "GmbH Coinvestment" means GAPCO GmbH & Co. KG, a German limited
partnership.

               "Great Affluent" has the meaning set forth in the recitals to
this Agreement.

               "Heights Capital" has the meaning set forth in the preamble to
this Agreement.

               "Holders' Counsel" has the meaning set forth in Section 6(a)(i)
of this Agreement.

               "Incidental Registration" has the meaning set forth in Section
4(a) of this Agreement.

               "Indemnified Party" has the meaning set forth in Section 7(c) of
this Agreement.

               "Indemnifying Party" has the meaning set forth in Section 7(c) of
this Agreement.

               "Initiating Holders" has the meaning set forth in Section 3(a) of
this Agreement.

               "Inspector" has the meaning set forth in Section 6(a)(vii) of
this Agreement.

               "January Convertible Note Agreement" has the meaning set forth in
the recitals to this Agreement.

               "January 2004 Notes" has the meaning set forth in the recitals to
this Agreement.


                                       5
<PAGE>

               "Liability" has the meaning set forth in Section 7(a) of this
Agreement.

               "Lion Cosmos" has the meaning set forth in the recitals to this
Agreement.

               "March Convertible Note Agreement" has the meaning set forth in
the recitals to this Agreement.

               "March 2004 Notes" has the meaning set forth in the recitals to
this Agreement.

               "NASD" means the National Association of Securities Dealers, Inc.

               "Passport Capital" has the meaning set forth in the preamble to
this Agreement.

               "Person" means any individual, firm, corporation, partnership,
limited liability company, trust, incorporated or unincorporated association,
joint venture, joint stock company, limited liability company, government (or an
agency or political subdivision thereof) or other entity of any kind, and shall
include any successor (by merger or otherwise) of such entity.

               "Public Offering" means any public offering of the shares of
Common Stock of the Company pursuant to an effective Registration Statement
filed under the Securities Act.

               "Records" has the meaning set forth in Section 6(a)(vii) of this
Agreement.

               "Registrable Securities" means each of the following: (a) any and
all shares of Common Stock issued or issuable upon conversion of shares of
Series D Preferred Stock or exercise of the Warrants, and, subject to
Stockholder Approval, any and all shares of Common Stock issued or issuable upon
conversion of shares of Series E Preferred Stock, (b) if the Subsequent Closing
does not occur by August 15, 2004, the shares of Common Stock issued upon
conversion of the January 2004 Notes and the March 2004 Notes, (c) any other
shares of Common Stock acquired or owned by any of the Designated Holders after
the date hereof if such Designated Holder is an Affiliate of the Company and (d)
any shares of Common Stock issued or issuable to any of the Designated Holders
with respect to the Registrable Securities by way of stock dividend or stock
split or in connection with a combination of shares, recapitalization, merger,
consolidation or other reorganization or otherwise and any shares of Common
Stock or voting common stock issuable upon conversion, exercise or exchange
thereof.

               "Registration Expenses" has the meaning set forth in Section 6(d)
of this Agreement.

               "Registration Statement" means a Registration Statement filed
pursuant to the Securities Act.

               "Rights Offering" has the meaning set forth in the Convertible
Note Purchase and Exchange Agreement.

               "Sagamore" has the meaning set forth in the preamble to this
Agreement.


                                       6
<PAGE>

               "Securities Act" means the Securities Act of 1933, as amended,
and the rules and regulations of the Commission promulgated thereunder.

               "Series D Preferred Stock" has the meaning set forth in the
recitals to this Agreement.

               "Series E Preferred Stock" has the meaning set forth in the
recitals to this Agreement.

               "Stock Purchase Agreement" has the meaning set forth in the
recitals to this Agreement.

               "Stockholder Approval" has the meaning set forth in the
Convertible Note Purchase and Exchange Agreement.

               "Valid Business Reason" has the meaning set forth in Section 3(a)
of this Agreement.

               "Vectis" has the meaning set forth in the preamble of this
Agreement.

               "Vectis Stockholders" means Vectis and any Affiliate thereof
that, after the date hereof, acquires Registrable Securities.

               "Warrants" has the meaning set forth in the recitals to this
Agreement.

        2. General; Securities Subject to this Agreement.

               (a) Grant of Rights. The Company hereby grants registration
rights to the Designated Holders upon the terms and conditions set forth in this
Agreement.

               (b) Registrable Securities. For the purposes of this Agreement,
Registrable Securities will cease to be Registrable Securities, when (i) a
Registration Statement covering such Registrable Securities has been declared
effective under the Securities Act by the Commission and such Registrable
Securities have been disposed of pursuant to such effective Registration
Statement, (ii) (x) the entire amount of the Registrable Securities owned by a
Designated Holder may be sold in a single sale, in the opinion of counsel
satisfactory to the Company and such Designated Holder, each in their reasonable
judgment, without any limitation as to volume pursuant to Rule 144 (or any
successor provision then in effect) under the Securities Act and (y) such
Designated Holder owning such Registrable Securities owns less than one percent
(1%) of the outstanding shares of Common Stock on a fully diluted basis, or
(iii) the Registrable Securities are proposed to be sold or distributed by a
Person not entitled to the registration rights granted by this Agreement.

               (c) Holders of Registrable Securities. A Person is deemed to be a
holder of Registrable Securities whenever such Person owns of record Registrable
Securities, or holds an option to purchase, or a security convertible into or
exercisable or exchangeable for, Registrable Securities whether or not such
acquisition or conversion has actually been effected. If the Company receives
conflicting instructions, notices or elections from two or more Persons with


                                       7
<PAGE>

respect to the same Registrable Securities, the Company may act upon the basis
of the instructions, notice or election received from the registered owner of
such Registrable Securities. Registrable Securities issuable upon exercise of an
option or upon conversion of another security shall be deemed outstanding for
the purposes of this Agreement.

        3. Demand Registration.

               (a) Request for Demand Registration. At any time after the
earliest of (i) the expiration or consummation of the exercise of the right of
the General Atlantic Stockholders and the Coinvestor Stockholders (or their
respective permitted transferees) to purchase those shares of Series E Preferred
Stock offered in the Rights Offering but not acquired by holders of shares of
the Company's Common Stock, (ii) the termination of the Rights Offering and the
occurrence of the special meeting to seek Stockholder Approval and (iii) August
15, 2004, if the Conversion and Exchange and the Conversion have not occurred on
or prior to such date, each of (A) the General Atlantic Stockholders, (B) the
Coinvestor Stockholders, (C) Apex Capital, (D) Passport Capital, (E) Crosslink,
(F) Sagamore, (G) Criterion and (H) Heights Capital (the "Initiating Holders"),
may each make a written request to the Company to register, and the Company
shall register, under the Securities Act and on an appropriate registration
statement form as reasonably determined by the Company and approved by the
Initiating Holders (a "Demand Registration"), the number of Registrable
Securities stated in such request; provided, however, that the Company shall not
be obligated to effect more than one such Demand Registration for the General
Atlantic Stockholders (subject to Section 3(e)(ii) below), more than one such
Demand Registration for the Coinvestor Stockholders (subject to Section 3(e)(ii)
below), more than one such Demand Registration for Apex Capital (subject to
Section 3(e)(ii) below), more than one such Demand Registration for Passport
Capital (subject to Section 3(e)(ii) below), more than one such Demand
Registration for Crosslink (subject to Section 3(e)(ii) below), more than one
such Demand Registration for Sagamore (subject to Section 3(e)(ii) below), more
than one such Demand Registration for Criterion (subject to Section 3(e)(ii)
below) and more than one such Demand Registration for Heights Capital (subject
to Section 3(e)(ii) below). If following receipt of a written request for a
Demand Registration the Board of Directors, in its good faith judgment,
determines that any registration of Registrable Securities should not be made or
continued because it would materially interfere with any material financing,
acquisition, corporate reorganization or merger or other material transaction
involving the Company (a "Valid Business Reason"), the Company may (x) postpone
filing a Registration Statement relating to a Demand Registration until such
Valid Business Reason no longer exists, but in no event for more than ninety
(90) days, and (y) in case a Registration Statement has been filed relating to a
Demand Registration, if the Valid Business Reason has not resulted from actions
taken by the Company, the Company, upon the approval of a majority of the Board
of Directors, such majority to include at least one Director appointed by the
General Atlantic Stockholders, may cause such Registration Statement to be
withdrawn and its effectiveness terminated or may postpone amending or
supplementing such Registration Statement. The Company shall give written notice
of its determination to postpone or withdraw a Registration Statement and of the
fact that the Valid Business Reason for such postponement or withdrawal no
longer exists, in each case, promptly after the occurrence thereof.
Notwithstanding anything to the contrary contained herein, the Company may not
postpone or withdraw a filing under this Section 3(a) more than once in any
twelve (12) month period. Each request for a Demand Registration by the
Initiating


                                       8
<PAGE>

Holders shall state the amount of the Registrable Securities proposed to be sold
and the intended method of disposition thereof.

               (b) Incidental or "Piggy-Back" Rights with Respect to a Demand
Registration. Each of the Designated Holders (other than Initiating Holders
which have requested a registration under Section 3(a)) may offer its or his
Registrable Securities under any Demand Registration pursuant to this Section
3(b). Within five (5) days after the receipt of a request for a Demand
Registration from an Initiating Holder, the Company shall (i) give written
notice thereof to all of the Designated Holders (other than Initiating Holders
which have requested a registration under Section 3(a)) and (ii) subject to
Section 3(e), include in such registration all of the Registrable Securities
held by such Designated Holders from whom the Company has received a written
request for inclusion therein within ten (10) days of the receipt by such
Designated Holders of such written notice referred to in clause (i) above. Each
such request by such Designated Holders shall specify the number of Registrable
Securities proposed to be registered. The failure of any Designated Holder to
respond within such 10 day period referred to in clause (ii) above shall be
deemed to be a waiver of such Designated Holder's rights under this Section 3
with respect to such Demand Registration. Any Designated Holder may waive its
rights under this Section 3 prior to the expiration of such 10-day period by
giving written notice to the Company, with a copy to the Initiating Holders. If
a Designated Holder sends the Company a written request for inclusion of part or
all of such Designated Holder's Registrable Securities in a registration, such
Designated Holder shall not be entitled to withdraw or revoke such request
without the prior written consent of the Company in its sole discretion unless,
as a result of facts or circumstances arising after the date on which such
request was made relating to the Company or to market conditions, such
Designated Holder reasonably determines that participation in such registration
would have a material adverse effect on such Designated Holder.

               (c) Effective Demand Registration. The Company shall use all
commercially reasonable efforts to cause any such Demand Registration to be
filed not later than thirty (30) days after it receives a request under Section
3(a) hereof and to become and remain effective as soon as practicable thereafter
but, in any event, not later than ninety (90) days (or, if the Company is
eligible to effect such registration on Form S-3, sixty (60) days) after such
filing. A registration shall not constitute a Demand Registration unless it has
become effective and remains continuously effective until the earlier of the
date (i) on which all Registrable Securities registered in the Demand
Registration are sold and (ii) that is the second anniversary of the
effectiveness of the Registration Statement relating to such Demand
Registration; provided, however, that a registration shall not constitute a
Demand Registration if (x) after such Demand Registration has become effective,
such registration or the related offer, sale or distribution of Registrable
Securities thereunder is interfered with by any stop order, injunction or other
order or requirement of the Commission or other governmental agency or court for
any reason not attributable to the Initiating Holders and such interference is
not thereafter eliminated or (y) the conditions specified in the underwriting
agreement, if any, entered into in connection with such Demand Registration are
not satisfied or waived, other than by reason of a failure by the Initiating
Holder.

               (d) Expenses. The Company shall pay all Registration Expenses in
connection with a Demand Registration, whether or not such Demand Registration
becomes



                                       9
<PAGE>

effective, except for an underwritten Demand Registration pursuant to Section
3(e)(i)(y) below, as to which each participating Designated Holder shall bear
its pro rata portion of expenses based on the number of shares of Common Stock
registered pursuant thereto.

               (e) Underwriting Procedures.

                        (i) If (x) any of the Initiating Holders so elects for
itself or (y) with respect to any given trading day, a Designated Holder
proposes to sell or dispose of more than the Daily Trade Amount and the
Company's board of directors determines in good faith that it is necessary for
an orderly distribution to be made pursuant to a firm commitment underwritten
offering, then the Company shall use all commercially reasonable efforts to
cause such Demand Registration to be in the form of, and such Designated Holder
or Designated Holders shall be obligated to sell or dispose of its or their
Registrable Securities pursuant to, a firm commitment underwritten offering and
the managing underwriter or underwriters selected for such offering shall be the
Approved Underwriter selected in accordance with Section 3(f). In connection
with any Demand Registration under this Section 3 involving an underwritten
offering, none of the Registrable Securities held by any Designated Holder
making a request for inclusion of such Registrable Securities pursuant to
Section 3(b) hereof shall be included in such underwritten offering unless such
Designated Holder accepts the terms of the offering as agreed upon by the
Company, the Initiating Holders and the Approved Underwriter, and then only in
such quantity as will not, in the opinion of the Approved Underwriter,
jeopardize the success of such offering by the Initiating Holders. If the
Approved Underwriter advises the Company in its reasonable opinion that the
aggregate amount of such Registrable Securities requested to be included in such
offering is sufficiently large to have a material adverse effect on the success
of such offering, then the Company shall include in such registration only the
aggregate amount of Registrable Securities that the Approved Underwriter
believes may be sold without any such material adverse effect and shall reduce
the amount of Registrable Securities to be included in such registration by
removing from such registration securities owned, first by the Company and
second by the Designated Holders (including the Initiating Holders) pro rata
based on the number of Registrable Securities owned by each such Designated
Holder.

                        (ii) If an Initiating Holder makes a request for a
Demand Registration and, pursuant to Section 3(e)(i) above, the Approved
Underwriter advises the Company to reduce the aggregate amount of Registrable
Securities requested to be included in such offering such that less than
seventy-five percent (75%) of the Registrable Securities requested to be
included by any Initiating Holder are ultimately included in and sold pursuant
to such Demand Registration, the Initiating Holder shall have the right to
require the Company to effect an additional Demand Registration; provided,
however, that in no event shall the aggregate number of Demand Registrations to
be effected by the Company for any one Initiating Holder exceed two (2).

               (f) Selection of Underwriters. If any Demand Registration of
Registrable Securities is in the form of an underwritten offering, the Company
shall select and obtain an investment banking firm of national reputation to act
as the managing underwriter of the offering (the "Approved Underwriter");
provided, however, that the Approved Underwriter shall, in any case, also be
approved by the Initiating Holders.


                                       10
<PAGE>

        4. Incidental or "Piggy-Back" Registration.

               (a) Request for Incidental Registration. If at any time the
Company proposes to file a Registration Statement under the Securities Act with
respect to an offering by the Company for its own account (other than a
Registration Statement on Form S-4 or S-8 or any successor thereto) or for the
account of any stockholder of the Company other than the Designated Holders,
then the Company shall give written notice of such proposed filing to each of
the Designated Holders at least twenty (20) days before the anticipated filing
date, and such notice shall describe the proposed registration and distribution
and offer such Designated Holders the opportunity to register the number of
Registrable Securities as each such Designated Holder may request (an
"Incidental Registration"). The Company shall use all commercially reasonable
efforts (within twenty (20) days of the notice provided for in the preceding
sentence) to cause the managing underwriter or underwriters in the case of a
proposed underwritten offering (the "Company Underwriter") to permit each of the
Designated Holders who have requested in writing to participate in the
Incidental Registration to include its or his Registrable Securities in such
offering on the same terms and conditions as the securities of the Company or
the account of such other stockholder, as the case may be, included therein. In
connection with any Incidental Registration under this Section 4(a) involving an
underwritten offering, the Company shall not be required to include any
Registrable Securities in such underwritten offering unless the Designated
Holders thereof accept the terms of the underwritten offering as agreed upon
between the Company, such other stockholders, if any, and the Company
Underwriter, and then only in such quantity as the Company Underwriter believes
will not jeopardize the success of the offering by the Company. If the Company
Underwriter determines that the registration of all or part of the Registrable
Securities which the Designated Holders have requested to be included would
materially adversely affect the success of such offering, then the Company shall
be required to include in such Incidental Registration, to the extent of the
amount that the Company Underwriter believes may be sold without causing such
adverse effect, first, all of the securities to be offered for the account of
the Company or on the account of the selling stockholder that caused the
registration statement that has triggered the Incidental Registration to be
filed, as the case may be; second, the Registrable Securities to be offered for
the account of the Designated Holders pursuant to this Section 4, pro rata based
on the number of Registrable Securities owned by each such Designated Holder;
and third, any other securities requested to be included in such offering.

               (b) Expenses. The Company shall bear all Registration Expenses in
connection with any Incidental Registration pursuant to this Section 4, whether
or not such Incidental Registration becomes effective.

        5. Holdback Agreements.

               (a) Restrictions on Public Sale by Designated Holders. To the
extent (i) requested (A) by the Company or the Initiating Holders, as the case
may be, in the case of a non-underwritten public offering and (B) by the
Approved Underwriter or the Company Underwriter, as the case may be, in the case
of an underwritten public offering and (ii) all of the Company's officers,
directors and holders in excess of one percent (1%) of its outstanding capital
stock execute agreements identical to those referred to in this Section 5(a),
each Designated Holder agrees (x) not to effect any public sale or distribution
of any Registrable


                                       11
<PAGE>

Securities or of any securities convertible into or exchangeable or exercisable
for such Registrable Securities, including a sale pursuant to Rule 144 under the
Securities Act, or offer to sell, contract to sell (including without limitation
any short sale), grant any option to purchase or enter into any hedging or
similar transaction with the same economic effect as a public sale any
Registrable Securities and (y) not to make any request for a Demand Registration
under this Agreement, during the ninety (90) day period or such shorter period,
if any, mutually agreed upon by such Designated Holder and the requesting party
beginning on the effective date of the Registration Statement (except as part of
such registration) for such public offering. No Designated Holder of Registrable
Securities subject to this Section 5(a) shall be released from any obligation
under any agreement, arrangement or understanding entered into pursuant to this
Section 5(a) unless all other Designated Holders of Registrable Securities
subject to the same obligation are also released. All Designated Holders of
Registrable Securities shall be automatically released from any obligations
under any agreement, arrangement or understanding entered into pursuant to this
Section 5(a) immediately upon the expiration of the 90 day period, and in any
case, on the date that is two years from the date of this Agreement.

               (b) Restrictions on Public Sale by the Company. The Company
agrees not to effect any public sale or distribution of any of its securities,
or any securities convertible into or exchangeable or exercisable for such
securities (except pursuant to registrations on Form S-4 or S-8 or any successor
thereto), during the period beginning on the effective date of any Registration
Statement in which the Designated Holders of Registrable Securities are
participating and ending on the earlier of (i) the date on which all Registrable
Securities registered on such Registration Statement are sold and (ii) 120 days
after the effective date of such Registration Statement (except as part of such
registration).

        6. Registration Procedures.

               (a) Obligations of the Company. Whenever registration of
Registrable Securities has been requested pursuant to Section 3 or Section 4 of
this Agreement, the Company shall use all commercially reasonable efforts to
effect the registration and sale of such Registrable Securities in accordance
with the intended method of distribution thereof as quickly as practicable, and
in connection with any such request, the Company shall, as expeditiously as
possible:

                        (i) prepare and file with the Commission a Registration
Statement on any form for which the Company then qualifies or which counsel for
the Company shall deem appropriate and which form shall be available for the
sale of such Registrable Securities in accordance with the intended method of
distribution thereof, and cause such Registration Statement to become effective;
provided, however, that (x) before filing a Registration Statement or prospectus
or any amendments or supplements thereto, the Company shall provide counsel
selected by the Designated Holders holding a majority of the Registrable
Securities being registered in such registration ("Holders' Counsel") with an
adequate opportunity to review and comment on such Registration Statement and
each prospectus included therein (and each amendment or supplement thereto) to
be filed with the Commission, subject to such documents being under the
Company's control, and (y) the Company shall notify the Holders' Counsel and
each seller of Registrable Securities of any stop order issued or threatened by
the Commission and take all action required to prevent the entry of such stop
order or to remove it if entered;


                                       12
<PAGE>

                        (ii) prepare and file with the Commission such
amendments and supplements to such Registration Statement and the prospectus
used in connection therewith as may be necessary to keep such Registration
Statement effective for the lesser of (x) 120 days and (y) such shorter period
which will terminate when all Registrable Securities covered by such
Registration Statement have been sold, and comply with the provisions of the
Securities Act with respect to the disposition of all securities covered by such
Registration Statement during such period in accordance with the intended
methods of disposition by the sellers thereof set forth in such Registration
Statement;

                        (iii) furnish to each seller of Registrable Securities,
prior to filing a Registration Statement, at least one copy of such Registration
Statement as is proposed to be filed, and thereafter such number of copies of
such Registration Statement, each amendment and supplement thereto (in each case
including all exhibits thereto), and the prospectus included in such
Registration Statement (including each preliminary prospectus) and any
prospectus filed under Rule 424 under the Securities Act as each such seller may
reasonably request in order to facilitate the disposition of the Registrable
Securities owned by such seller;

                        (iv) register or qualify such Registrable Securities
under such other securities or "blue sky" laws of such jurisdictions as any
seller of Registrable Securities may request, and to continue such qualification
in effect in such jurisdiction for as long as permissible pursuant to the laws
of such jurisdiction, or for as long as any such seller requests or until all of
such Registrable Securities are sold, whichever is shortest, and do any and all
other acts and things which may be reasonably necessary or advisable to enable
any such seller to consummate the disposition in such jurisdictions of the
Registrable Securities owned by such seller; provided, however, that the Company
shall not be required to (x) qualify generally to do business in any
jurisdiction where it would not otherwise be required to qualify but for this
Section 6(a)(iv), (y) subject itself to taxation in any such jurisdiction or (z)
consent to general service of process in any such jurisdiction;

                        (v) notify each seller of Registrable Securities at any
time when a prospectus relating thereto is required to be delivered under the
Securities Act, upon discovery that, or upon the happening of any event as a
result of which, the prospectus included in such Registration Statement contains
an untrue statement of a material fact or omits to state any material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading and the
Company shall promptly prepare a supplement or amendment to such prospectus and
furnish to each seller of Registrable Securities a reasonable number of copies
of such supplement to or an amendment of such prospectus as may be necessary so
that, after delivery to the purchasers of such Registrable Securities, such
prospectus shall not contain an untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading;

                        (vi) enter into and perform customary agreements
(including an underwriting agreement containing representations, warranties,
covenants and indemnities for securities law matters and otherwise in customary
form with the Approved Underwriter or Company Underwriter, if any, selected as
provided in Section 3 or Section 4, as the case may be) and take such other
actions as are prudent and reasonably required in order to expedite or


                                       13
<PAGE>

facilitate the disposition of such Registrable Securities, including causing its
officers to participate in "road shows" and other information meetings organized
by the Approved Underwriter or Company Underwriter;

                        (vii) make available at reasonable times for inspection
by any seller of Registrable Securities, any managing underwriter participating
in any disposition of such Registrable Securities pursuant to a Registration
Statement, Holders' Counsel and any attorney, accountant or other agent retained
by any such seller or any managing underwriter (each, an "Inspector" and
collectively, the "Inspectors"), all financial and other records, pertinent
corporate documents and properties of the Company and its subsidiaries
(collectively, the "Records") as shall be reasonably necessary to enable them to
exercise their due diligence responsibility, and cause the Company's and its
subsidiaries' officers, directors and employees, and the independent public
accountants of the Company, to supply all information reasonably requested by
any such Inspector in connection with such Registration Statement. Records that
the Company determines, in good faith, to be confidential and which it notifies
the Inspectors are confidential shall not be disclosed by the Inspectors (and
the Inspectors shall confirm their agreement in writing in advance to the
Company if the Company shall so request) unless (x) the disclosure of such
Records is necessary, in the Company's judgment, to avoid or correct a
misstatement or omission in the Registration Statement, (y) the release of such
Records is ordered pursuant to a subpoena or other order from a court of
competent jurisdiction after exhaustion of all appeals therefrom or (z) the
information in such Records was known to the Inspectors on a non-confidential
basis prior to its disclosure by the Company or has been made generally
available to the public. Each seller of Registrable Securities agrees that it
shall, upon learning that disclosure of such Records is sought in a court of
competent jurisdiction, give notice to the Company and allow the Company, at the
Company's expense, to undertake appropriate action to prevent disclosure of the
Records deemed confidential;

                        (viii) if such sale is pursuant to an underwritten
offering, obtain a "cold comfort" letter dated the effective date of the
Registration Statement and the date of the closing under the underwriting
agreement from the Company's independent public accountants in customary form
and covering such matters of the type customarily covered by "cold comfort"
letters as the managing underwriter reasonably requests;

                        (ix) furnish, at the request of any seller of
Registrable Securities on the date such securities are delivered to the
underwriters for sale pursuant to such registration or, if such securities are
not being sold through underwriters, on the date the Registration Statement with
respect to such securities becomes effective, an opinion, if reasonably
available, dated such date, of counsel representing the Company for the purposes
of such registration, addressed to the underwriters, if any, and to the seller
making such request, covering such legal matters with respect to the
registration in respect of which such opinion is being given as the
underwriters, if any, and such seller may reasonably request and are customarily
included in such opinions;

                        (x) comply with all applicable rules and regulations of
the Commission, and make available to its security holders, as soon as
reasonably practicable but no later than fifteen (15) months after the effective
date of the Registration Statement, an earnings statement covering a period of
twelve (12) months beginning after the effective date of the


                                       14
<PAGE>

Registration Statement, in a manner which satisfies the provisions of Section
11(a) of the Securities Act and Rule 158 thereunder;

                        (xi) cause all such Registrable Securities to be listed
on each securities exchange on which similar securities issued by the Company
are then listed, provided that the applicable listing requirements are
satisfied;

                        (xii) cooperate with each seller of Registrable
Securities and each underwriter participating in the disposition of such
Registrable Securities and their respective counsel in connection with any
filings required to be made with the NASD; and

                        (xiii) take all other steps reasonably necessary to
effect the registration of the Registrable Securities contemplated hereby.

               (b) Seller Information. The Company may require each seller of
Registrable Securities as to which any registration is being effected to
furnish, and such seller shall furnish, to the Company such information
regarding the distribution of such securities as the Company may from time to
time reasonably request in writing.

               (c) Notice to Discontinue. Each Designated Holder agrees that,
not more than two times in any 12-month period, upon receipt of any notice from
the Company of the happening of any event of the kind described in Section
6(a)(v), such Designated Holder shall, for a total period not longer than 90
days during each such 12-month period (inclusive of any delay pursuant to a
Valid Business Reason under Section 3(a) or period during which the Designated
Holder is unable to dispose of Registrable Securities under the Registration
Statement pursuant to a notice by the Company under Section 6(a)(v) hereof),
forthwith discontinue disposition of Registrable Securities pursuant to the
Registration Statement covering such Registrable Securities until such
Designated Holder's receipt of the copies of the supplemented or amended
prospectus contemplated by Section 6(a)(v) and, if so directed by the Company,
such Designated Holder shall deliver to the Company (at the Company's expense)
all copies, other than permanent file copies then in such Designated Holder's
possession, of the prospectus covering such Registrable Securities which is
current at the time of receipt of such notice. If the Company shall give any
such notice, the Company shall extend the period during which such Registration
Statement shall be maintained effective pursuant to this Agreement (including,
without limitation, the period referred to in Section 6(a)(ii)) by the number of
days during the period from and including the date of the giving of such notice
pursuant to Section 6(a)(v) to and including the date when sellers of such
Registrable Securities under such Registration Statement shall have received the
copies of the supplemented or amended prospectus contemplated by and meeting the
requirements of Section 6(a)(v).

               (d) Registration Expenses. The Company shall pay all expenses
arising from or incident to its performance of, or compliance with, this
Agreement, including, without limitation, (i) Commission, stock exchange and
NASD registration and filing fees, (ii) all fees and expenses incurred in
complying with securities or "blue sky" laws (including reasonable fees, charges
and disbursements of counsel to any underwriter incurred in connection with
"blue sky" qualifications of the Registrable Securities as may be set forth in
any underwriting agreement), (iii) all printing, messenger and delivery expenses
and (iv) the fees, charges and


                                       15
<PAGE>

expenses of counsel to the Company and of its independent public accountants and
any other accounting fees, charges and expenses incurred by the Company
(including, without limitation, any expenses arising from any "cold comfort"
letters or any special audits incident to or required by any registration or
qualification) and any reasonable legal fees, charges and expenses incurred by
one counsel for the General Atlantic Stockholders. All of the expenses described
in the preceding sentence of this Section 6(d) are referred to herein as
"Registration Expenses." The Designated Holders of Registrable Securities sold
pursuant to a Registration Statement shall bear the expense of any underwriter's
discount or commission relating to registration and sale of such Designated
Holders' Registrable Securities.

        7. Indemnification; Contribution.

               (a) Indemnification by the Company. The Company agrees to
indemnify and hold harmless each Designated Holder, its partners, directors,
officers, affiliates and each Person who controls (within the meaning of Section
15 of the Securities Act) such Designated Holder from and against any and all
losses, claims, damages, liabilities and expenses (including reasonable costs of
investigation) (each, a "Liability" and collectively, "Liabilities"), arising
out of or based upon any untrue, or allegedly untrue, statement of a material
fact contained in any Registration Statement, prospectus or preliminary
prospectus (as amended or supplemented if the Company shall have furnished any
amendments or supplements thereto) or arising out of or based upon 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 in the light
of the circumstances under which such statements were made, except insofar as
such Liability arises out of or is based upon any untrue statement or alleged
untrue statement or omission or alleged omission contained in such Registration
Statement, preliminary prospectus or final prospectus in reliance and in
conformity with information concerning such Designated Holder furnished in
writing to the Company by such Designated Holder expressly for use therein,
including, without limitation, the information furnished to the Company pursuant
to Section 7(b). The Company shall also provide customary indemnities to any
underwriters of the Registrable Securities, their officers, directors and
employees and each Person who controls such underwriters (within the meaning of
Section 15 of the Securities Act) to the same extent as provided above with
respect to the indemnification of the Designated Holders of Registrable
Securities.

               (b) Indemnification by Designated Holders. In connection with any
Registration Statement in which a Designated Holder is participating pursuant to
Section 3 or Section 4 hereof, each such Designated Holder shall promptly
furnish to the Company in writing such information with respect to such
Designated Holder as the Company may reasonably request or as may be required by
law for use in connection with any such Registration Statement or prospectus and
all information required to be disclosed in order to make the information
previously furnished to the Company by such Designated Holder not materially
misleading or necessary to cause such Registration Statement not to omit a
material fact with respect to such Designated Holder necessary in order to make
the statements therein not misleading. Each Designated Holder agrees to
indemnify and hold harmless the Company, each of its directors, each of its
officers who has signed the Registration Statement, any underwriter retained by
the Company and each Person who controls the Company or such underwriter (within
the meaning of Section 15 of the Securities Act) to the same extent as the
foregoing indemnity from the Company to the Designated Holders, but only if such
statement or alleged statement or omission


                                       16
<PAGE>

or alleged omission was made in reliance upon and in conformity with information
with respect to such Designated Holder furnished in writing to the Company by
such Designated Holder expressly for use in such Registration Statement or
prospectus, including, without limitation, the information furnished to the
Company pursuant to this Section 7(b); provided, however, that the total amount
to be indemnified by such Designated Holder pursuant to this Section 7(b) shall
be limited to the net proceeds (after deducting the underwriters' discounts and
commissions) received by such Designated Holder in the offering to which the
Registration Statement or prospectus relates.

               (c) Conduct of Indemnification Proceedings. Any Person entitled
to indemnification hereunder (the "Indemnified Party") agrees to give prompt
written notice to the indemnifying party (the "Indemnifying Party") after the
receipt by the Indemnified Party of any written notice of the commencement of
any action, suit, proceeding or investigation or threat thereof made in writing
for which the Indemnified Party intends to claim indemnification or contribution
pursuant to this Agreement; provided, however, that the failure so to notify the
Indemnifying Party shall not relieve the Indemnifying Party of any Liability
that it may have to the Indemnified Party hereunder (except to the extent that
the Indemnifying Party is materially prejudiced or otherwise forfeits
substantive rights or defenses by reason of such failure). If notice of
commencement of any such action is given to the Indemnifying Party as above
provided, the Indemnifying Party shall be entitled to participate in and, to the
extent it may wish, jointly with any other Indemnifying Party similarly
notified, to assume the defense of such action at its own expense, with counsel
chosen by it and reasonably satisfactory to such Indemnified Party. The
Indemnified Party shall have the right to employ separate counsel in any such
action and participate in the defense thereof, but the fees and expenses of such
counsel shall be paid by the Indemnified Party unless (i) the Indemnifying Party
agrees to pay the same, (ii) the Indemnifying Party fails to assume the defense
of such action with counsel reasonably satisfactory to the Indemnified Party or
(iii) the named parties to any such action (including any impleaded parties)
include both the Indemnifying Party and the Indemnified Party and such parties
have been advised by such counsel that either (x) representation of such
Indemnified Party and the Indemnifying Party by the same counsel would be
inappropriate under applicable standards of professional conduct or (y) there
may be one or more legal defenses available to the Indemnified Party which are
different from or additional to those available to the Indemnifying Party. In
any of such cases, the Indemnifying Party shall not have the right to assume the
defense of such action on behalf of such Indemnified Party, it being understood,
however, that the Indemnifying Party shall not be liable for the fees and
expenses of more than one separate firm of attorneys (in addition to any local
counsel) for all Indemnified Parties. No Indemnifying Party shall be liable for
any settlement entered into without its written consent, which consent shall not
be unreasonably withheld. No Indemnifying Party shall, without the consent of
such Indemnified Party, effect any settlement of any pending or threatened
proceeding in respect of which such Indemnified Party is a party and indemnity
has been sought hereunder by such Indemnified Party, unless such settlement
includes an unconditional release of such Indemnified Party from all liability
for claims that are the subject matter of such proceeding.

               (d) Contribution. If the indemnification provided for in this
Section 7 from the Indemnifying Party is unavailable to an Indemnified Party
hereunder in respect of any Liabilities referred to herein, then the
Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall
contribute to the amount paid or payable by such Indemnified Party as a


                                       17
<PAGE>

result of such Liabilities in such proportion as is appropriate to reflect the
relative fault of the Indemnifying Party and Indemnified Party in connection
with the actions which resulted in such Liabilities, as well as any other
relevant equitable considerations. The relative faults of such Indemnifying
Party and Indemnified Party shall be determined by reference to, among other
things, whether any action in question, including any untrue or alleged untrue
statement of a material fact or omission or alleged omission to state a material
fact, has been made by, or relates to information supplied by, such Indemnifying
Party or Indemnified Party, and the parties' relative intent, knowledge, access
to information and opportunity to correct or prevent such action. The amount
paid or payable by a party as a result of the Liabilities referred to above
shall be deemed to include, subject to the limitations set forth in Sections
7(a), 7(b) and 7(c), any legal or other fees, charges or expenses reasonably
incurred by such party in connection with any investigation or proceeding;
provided that the total amount to be contributed by such Designated Holder shall
be limited to the net proceeds (after deducting the underwriters' discounts and
commissions) received by such Designated Holder in the offering.

               The parties hereto agree that it would not be just and equitable
if contribution pursuant to this Section 7(d) were determined by pro rata
allocation or by any other method of allocation which does not take account of
the equitable considerations referred to in the immediately preceding paragraph.
No Person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any Person
who was not guilty of such fraudulent misrepresentation.

        8. Rule 144. The Company covenants that it shall (a) file any reports
required to be filed by it under the Exchange Act and (b) take such further
action as each Designated Holder may reasonably request (including providing any
information necessary to comply with Rule 144 under the Securities Act), all to
the extent required from time to time to enable such Designated Holder to sell
Registrable Securities without registration under the Securities Act within the
limitation of the exemptions provided by (i) Rule 144 under the Securities Act,
as such rule may be amended from time to time or (ii) any similar rules or
regulations hereafter adopted by the Commission. The Company shall, upon the
request of any Designated Holder, deliver to such Designated Holder a written
statement as to whether it has complied with such requirements.

        9. Miscellaneous.

               (a) Recapitalizations, Exchanges, etc. The provisions of this
Agreement shall apply to the full extent set forth herein with respect to (i)
the shares of Common Stock, (ii) any and all shares of voting common stock of
the Company into which the shares of Common Stock are converted, exchanged or
substituted in any recapitalization or other capital reorganization by the
Company and (iii) any and all equity securities of the Company or any successor
or assign of the Company (whether by merger, consolidation, sale of assets or
otherwise) which may be issued in respect of, in conversion of, in exchange for
or in substitution of, the shares of Common Stock and shall be appropriately
adjusted for any stock dividends, splits, reverse splits, combinations,
recapitalizations and the like occurring after the date hereof. The Company
shall use all commercially reasonable efforts to cause any successor or assign
(whether by merger, consolidation, sale of assets or otherwise) to enter into a
new registration rights agreement with the Designated Holders on terms
substantially the same as this Agreement as a condition of any such transaction.


                                       18
<PAGE>

               (b) No Inconsistent Agreements. The Company shall not enter into
any agreement with respect to its securities that is inconsistent with the
rights granted to the Designated Holders in this Agreement or grant any
additional registration rights to any Person or with respect to any securities
which are not Registrable Securities which are prior in right to or inconsistent
with the rights granted in this Agreement.

               (c) Remedies. The Designated Holders, in addition to being
entitled to exercise all rights granted by law, including recovery of damages,
shall be entitled to specific performance of their rights under this Agreement.
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 in any action for specific performance the
defense that a remedy at law would be adequate.

               (d) Amendments and Waivers. Except as otherwise provided herein,
the provisions of this Agreement may not be amended, modified or supplemented,
and waivers or consents to departures from the provisions hereof may not be
given unless consented to in writing by (i) the Company and (ii) the General
Atlantic Stockholders, Coinvestor Stockholders, Vectis Stockholders and Apex
Stockholders holding Registrable Securities representing (after giving effect to
any adjustments) at least a majority of the aggregate number of Registrable
Securities owned by all of the General Atlantic Stockholders, Coinvestor
Stockholders, Vectis Stockholders and Apex Stockholders; provided, however, that
to the extent any amendment or waiver shall adversely affect any of such
stockholders, such amendment or waiver shall require the prior written consent
of each stockholder so adversely affected. Any such written consent shall be
binding upon the Company and all of the Designated Holders.

               (e) Notices. All notices, demands and other communications
provided for or permitted hereunder shall be made in writing and shall be made
by registered or certified first-class mail, return receipt requested,
telecopier, courier service or personal delivery:

                      (i)    if to the Company:

                             Critical Path, Inc.
                             350 The Embarcadero
                             San Francisco, CA 94105-1204
                             Telecopy: (415) 541-2300
                             Attention: Chief Financial Officer

                             with a copy to:

                             Pillsbury Winthrop LLP
                             50 Fremont Street
                             San Francisco, CA  94105
                             Telecopy:  (415) 983-1200
                             Attention: Gregg F. Vignos, Esq.


                                       19
<PAGE>

                      (ii)   if to the General Atlantic Stockholders:

                             c/o General Atlantic Service Company
                             3 Pickwick Plaza
                             Greenwich, CT  06830
                             Telecopy:  (203) 622-8818
                             Attention: Matthew Nimetz
                                        Thomas J. Murphy

                             with a copy to:

                             Paul, Weiss, Rifkind, Wharton & Garrison LLP
                             1285 Avenue of the Americas
                             New York, NY 10019-6064
                             Telecopy:  (212) 757-3990
                             Attention:  Douglas A. Cifu, Esq.

                      (iii)  if to Campina, Great Affluent, Dragonfield or Lion
                      Cosmos:

                             c/o 7th Floor
                             Cheung Kong Center
                             2 Queen's Road Central
                             Hong Kong
                             Telecopy:  (852) 2845-2057
                             Attention:  Mr. Edmond Ip

                      (iv)   if to Cenwell:

                             c/o 22nd Floor
                             Hutchison House
                             10 Harcourt Road
                             Hong Kong
                             Telecopy:  (852) 2128-1778
                             Attention: Company Secretary

                      (v)    if to Vectis:

                             c/o Vectis Group, LLC
                             117 Greenwich Street
                             San Francisco, CA 94111
                             Telecopy: 415-352-5310
                             Attention: Matthew Hobart


                                       20
<PAGE>

                             with a copy to:

                             Kirkland & Ellis
                             153 East 53rd Street
                             New York, NY 10022-4675
                             Telecopy: 212-446-4900
                             Attention: Michael Movsovich, Esq.

                      (vi)   if to Apex Capital:

                             Apex Capital, LLC
                             25 Orinda Way, Suite 300
                             Orinda, CA 94563
                             Telecopy:  (925) 253-1809
                             Attention: Adam Fiore, General Counsel

                      (vii)  if to Passport Capital:

                             Passport Capital, LLC
                             One Sansome Street, 39th Floor
                             San Francisco, CA 94104
                             Telecopy:  (415) 399-7608
                             Attention: John Burbank, Managing Partner

                      (viii) if to Crosslink:

                             Crosslink Capital
                             Two Embarcadero Center, Suite 2200
                             San Francisco, CA 94111
                             Telecopy:  (415) 617-1801
                             Attention: Jason Sanders

                      (ix)   if to Sagamore:

                             Sagamore Hill Hub Fund, Ltd.
                             c/o Sagamore Hill Capital Management
                             10 Glenville Street, 3rd Floor
                             Greenwich, CT 06831
                             Telecopy:  (203) 422-7214
                             Attention: Legal Department

                      (x)    if to Criterion:

                             Criterion Capital Management
                             One Maritime Plaza, Suite 1460
                             San Francisco, CA 94111
                             Telecopy:___________________


                                       21
<PAGE>

                             Attention: R. Daniel Beckham

                      (xi)   if to Heights Capital:

                             Capital Ventures International
                             c/o Heights Capital Management, Inc.
                             425 California Street, Suite 1100
                             San Francisco, CA 94104
                             Telecopy:  (415) 403-6525
                             Attention: Martin Kobinger

                      (xii)  if to any other Designated Holder, at its address
                             as it appears on the record books of the Company.

        All such notices, demands and other communications shall be deemed to
have been duly given when delivered by hand, if personally delivered; when
delivered by courier, if delivered by commercial courier service; five (5)
Business Days after being deposited in the mail, postage prepaid, if mailed; and
when receipt is mechanically acknowledged, if telecopied. Any party may by
notice given in accordance with this Section 9(e) designate another address or
Person for receipt of notices hereunder.

               (f) Successors and Assigns; Third Party Beneficiaries. This
Agreement shall inure to the benefit of and be binding upon the successors and
permitted assigns of the parties hereto as hereinafter provided. The Demand
Registration rights and related rights of the General Atlantic Stockholders, the
Coinvestor Stockholders or the Apex Stockholders contained in Section 3 hereof
shall be (i) with respect to any Registrable Security that is transferred to an
Affiliate of a General Atlantic Stockholder, a Coinvestor Stockholder or an Apex
Stockholder, automatically transferred to such Affiliate and (ii) with respect
to any Registrable Security that is transferred in all cases to a non-Affiliate,
transferred only with the consent of the Company which consent shall not be
unreasonably withheld, conditioned or delayed. The incidental or "piggy-back"
registration rights of the Designated Holders contained in Sections 3(b) and 4
hereof and the other rights of each of the Designated Holders with respect
thereto shall be, with respect to any Registrable Security, automatically
transferred to any Person who is the transferee of such Registrable Security so
long as such transferee agrees to be bound by this Agreement. All of the
obligations of the Company hereunder shall survive any such transfer. Except as
provided in Section 7, no Person other than the parties hereto and their
successors and permitted assigns is intended to be a beneficiary of this
Agreement.

               (g) Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, 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.

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


                                       22
<PAGE>

               (i) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD
TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF.

               (j) Severability. If any one or more of the provisions contained
herein, or the application thereof in any circumstance, is held invalid, illegal
or unenforceable in any respect for any reason, the validity, legality and
enforceability of any such provision in every other respect and of the remaining
provisions hereof shall not be in any way impaired, unless the provisions held
invalid, illegal or unenforceable shall substantially impair the benefits of the
remaining provisions hereof.

               (k) Rules of Construction. Unless the context otherwise requires,
references to sections or subsections refer to sections or subsections of this
Agreement.

               (l) 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
with respect to the subject matter contained herein. There are no restrictions,
promises, representations, warranties or undertakings with respect to the
subject matter contained herein, other than those set forth or referred to
herein. Subject to Section 9(o), upon the Subsequent Closing (as defined in the
Convertible Note Purchase and Exchange Agreement and the Convertible Note
Agreements), this Agreement shall supersede all prior agreements and
understandings among the parties with respect to such subject matter.

               (m) Further Assurances. Each of the parties shall execute such
documents and perform such further acts as may be reasonably required or
desirable to carry out or to perform the provisions of this Agreement.

               (n) Other Agreements. Nothing contained in this Agreement shall
be deemed to be a waiver of, or release from, any obligations any party hereto
may have under, or any restrictions on the transfer of Registrable Securities or
other securities of the Company imposed by, any other agreement including, but
not limited to, the Stock Purchase Agreement, the Convertible Note Purchase and
Exchange Agreement, the Convertible Note Agreements or the Amended and Restated
Stockholders Agreement.

               (o) Effective Date and Termination. Subject to the provisions of
this Section 9(o), this Agreement shall become effective immediately following
the Subsequent Closing. If the Subsequent Closing does not occur and the
obligation to consummate the Conversion and the Exchange and the Conversion has
been terminated pursuant to Article IX of the Convertible Note Purchase and
Exchange Agreement or Article IX of the Convertible Note Agreements, then this
Agreement shall become effective as of the date of such termination; provided,
however, that Registrable Securities shall not include any shares of Common
Stock issued or issuable upon conversion of the Series E Preferred Stock.

              [the remainder of this page intentionally left blank]


                                       23
<PAGE>

        IN WITNESS WHEREOF, the undersigned have executed, or have caused to be
executed, this Amended and Restated Registration Rights Agreement on the date
first written above.

                             CRITICAL PATH, INC.



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



   SIGNATURE PAGE TO THIRD AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT


<PAGE>

                             GENERAL ATLANTIC PARTNERS 74, L.P.

                                    By:     GENERAL ATLANTIC PARTNERS, LLC,
                                            its General Partner

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

                             GAP COINVESTMENT PARTNERS II, L.P.

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

                             GAPSTAR, LLC

                                    By:     GENERAL ATLANTIC PARTNERS, LLC,
                                            its Managing Member

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

                             GAPCO GMBH & CO. KG

                                    By:     GAPCO MANAGEMENT GMBH,
                                            its General Partner

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


   SIGNATURE PAGE TO THIRD AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

<PAGE>

                             VECTIS CP HOLDINGS, LLC,
                             a Delaware limited liability company

                             By:    VECTIS GROUP, LLC
                                    its Managing Member

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


   SIGNATURE PAGE TO THIRD AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

<PAGE>

                             CENWELL LIMITED

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

                             CAMPINA ENTERPRISES LIMITED

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

                             GREAT AFFLUENT LIMITED

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

                             DRAGONFIELD LIMITED

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

                             LION COSMOS LIMITED

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


   SIGNATURE PAGE TO THIRD AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

<PAGE>

                             PERMAL U.S. OPPORTUNITIES LIMITED

                             By:    Apex Capital, LLC, its Authorized Investment
                                    Advisor

                                    By:
                                       -----------------------------------------
                                    Name: Sanford J. Colen
                                    Title: Manager and Principal

                             ZAXIS PARTNERS, L.P.

                             By:    Apex Capital, LLC, its General Partner

                                    By:
                                       -----------------------------------------
                                       Name: Sanford J. Colen
                                       Title: Manager and Principal

                             ZAXIS EQUITY NEUTRAL, L.P.

                             By:    Apex Capital, LLC, its General Partner

                                    By:
                                       -----------------------------------------
                                       Name: Sanford J. Colen
                                       Title: Manager and Principal

                             ZAXIS OFFSHORE LIMITED

                             By:    Apex Capital, LLC, its Authorized Investment
                                    Advisor

                                    By:
                                       -----------------------------------------
                                       Name: Sanford J. Colen
                                       Title: Manager and Principal


   SIGNATURE PAGE TO THIRD AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

<PAGE>

                             ZAXIS INSTITUTIONAL PARTNERS, L.P.

                             By:  Apex Capital, LLC, its General Partner

                                    By:
                                       -----------------------------------------
                                       Name: Sanford J. Colen
                                       Title: Manager and Principal

                             GUGGENHEIM PORTFOLIO COMPANY XIII

                             By:  Apex Capital, LLC, its Authorized Investment
                                  Advisor


                                    By:
                                       -----------------------------------------
                                       Name: Sanford J. Colen
                                       Title: Manager and Principal


   SIGNATURE PAGE TO THIRD AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

<PAGE>

                             PASSPORT MASTER FUND, LP



                             By:
                                    --------------------------------------------
                                    Name: John Burbank
                                    Title: Managing Partner


   SIGNATURE PAGE TO THIRD AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

<PAGE>




                             CROSSLINK CROSSOVER FUND IV, L.P.

                             By:    Crossover Fund IV Management, L.L.C.,
                                    its General Partner

                                    By:
                                       -----------------------------------------
                                       Name: Michael J. Stark
                                       Title: Managing Member


   SIGNATURE PAGE TO THIRD AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

<PAGE>

                             SAGAMORE HILL HUB FUND, LTD.

                             By:    Sagamore Hill Capital Management L.P.,
                                    Investment Manager


                                    By:
                                       -----------------------------------------
                                       Name: Steven H. Bloom
                                       Title:  President


   SIGNATURE PAGE TO THIRD AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

<PAGE>

                             CAPITAL VENTURES INTERNATIONAL

                             By:    Heights Capital Management, Inc., an
                                    authorized signatory

                                    By:
                                       -----------------------------------------
                                       Name: Martin Kobinger
                                       Title: Investment Manager


   SIGNATURE PAGE TO THIRD AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

<PAGE>

                             CRITERION CAPITAL PARTNERS, LTD.

                             By:    Derivatives Portfolio Management, an
                                    authorized signatory

                                    By:
                                       -----------------------------------------
                                       Name: Guy J. Castranova
                                       Title:  Chief Operating Officer

                             CRITERION CAPITAL PARTNERS, INSTITUTIONAL

                             By:    Criterion Capital Partners, LLC, an
                                    authorized signatory

                                    By:
                                       -----------------------------------------
                                       Name: R. Daniel Beckham
                                       Title:  Chief Operating Officer

                             CRITERION CAPITAL PARTNERS, L.P.

                             By:    Criterion Capital Partners, LLC, an
                                    authorized signatory

                                    By:
                                       -----------------------------------------
                                       Name: R. Daniel Beckham
                                       Title:  Chief Operating Officer


   SIGNATURE PAGE TO THIRD AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

<PAGE>

================================================================================




                           THIRD AMENDED AND RESTATED
                          REGISTRATION RIGHTS AGREEMENT

                                      among



                               CRITICAL PATH, INC.

                       GENERAL ATLANTIC PARTNERS 74, L.P.,

                       GAP COINVESTMENT PARTNERS II, L.P.,

                                  GAPSTAR, LLC,

                               GAPCO GMBH & CO. KG

                                       and

                         THE OTHER PARTIES LISTED HEREIN



                          ----------------------------
                              Dated: March 9, 2004
                          ----------------------------




================================================================================

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                     Page
                                                                                     ----
<S>     <C>                                                                          <C>

1.      Definitions...................................................................2

2.      General; Securities Subject to this Agreement.................................7
        (a)    Grant of Rights........................................................7
        (b)    Registrable Securities.................................................7
        (c)    Holders of Registrable Securities......................................7

3.      Demand Registration...........................................................8
        (a)    Request for Demand Registration........................................8
        (b)    Incidental or "Piggy-Back" Rights with Respect to a Demand Registration9
        (c)    Effective Demand Registration..........................................9
        (d)    Expenses...............................................................9
        (e)    Underwriting Procedures...............................................10
        (f)    Selection of Underwriters.............................................10

4.      Incidental or "Piggy-Back" Registration......................................11
        (a)    Request for Incidental Registration...................................11
        (b)    Expenses..............................................................11

5.      Holdback Agreements..........................................................11
        (a)    Restrictions on Public Sale by Designated Holders.....................11
        (b)    Restrictions on Public Sale by the Company............................12

6.      Registration Procedures......................................................12
        (a)    Obligations of the Company............................................12
        (b)    Seller Information....................................................15
        (c)    Notice to Discontinue.................................................15
        (d)    Registration Expenses.................................................15

7.      Indemnification; Contribution................................................16
        (a)    Indemnification by the Company........................................16
        (b)    Indemnification by Designated Holders.................................16
        (c)    Conduct of Indemnification Proceedings................................17
        (d)    Contribution..........................................................17

8.      Rule 144.....................................................................18

9.      Miscellaneous................................................................18
        (a)    Recapitalizations, Exchanges, etc.....................................18
        (b)    No Inconsistent Agreements............................................19
        (c)    Remedies..............................................................19
        (d)    Amendments and Waivers................................................19
        (e)    Notices...............................................................19
        (f)    Successors and Assigns; Third Party Beneficiaries.....................22
</TABLE>


                                       i
<PAGE>

<TABLE>
<CAPTION>
                                                                                     Page
                                                                                     ----
<S>     <C>                                                                          <C>
        (g)    Counterparts..........................................................22
        (h)    Headings..............................................................22
        (i)    Governing Law.........................................................23
        (j)    Severability..........................................................23
        (k)    Rules of Construction.................................................23
        (l)    Entire Agreement......................................................23
        (m)    Further Assurances....................................................23
        (n)    Other Agreements......................................................23
        (o)    Effective Date and Termination........................................23
</TABLE>



                                       ii