<PAGE>

                                                                   EXHIBIT 4.2
                                  TVIA, INC.







              AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
<PAGE>

                                  TVIA, INC.

              AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

     THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (the "Agreement")
is entered into as of April 3, 2000, by and between TVIA, INC., a California
                                                    ----------
corporation (the "Company"), the undersigned holders of Series F Preferred
Stock, Series G Preferred Stock and Series H Preferred Stock of the Company (the
"Investors"), and the undersigned purchasers of Series I Preferred Stock of the
Company (the "Purchasers"). The Investors, other holders of registration and
other rights under the Prior Agreement (as defined below), and the Purchasers
are sometimes collectively referred to as the "Shareholders." The names of the
Investors and the Purchasers are set forth on the Schedule of Investors and
Purchasers attached hereto as Schedule A,
                              ----------

                             W I T N E S S E T H:

     WHEREAS, the Company and the Purchasers have entered into that certain
Series I Preferred Stock Purchase Agreement dated of even date herewith (the
"Purchase Agreement") to which the Company shall sell to the Investors up to two
million (2,000,000) shares of its Series I Preferred Stock; and

     WHEREAS, Investors holding a majority of the shares of Series F Preferred
Stock, Series G Preferred Stock and Series H Preferred Stock of the Company
enjoying certain registration rights and rights regarding receipt of information
pursuant to an Investors' Rights Agreement dated as of March 22, 2000 (the
"Prior Agreement"). The Investors wish to terminate all rights under the Prior
Agreement and have such rights superseded in their entirety by the rights
provided under this Agreement and wish to have this Agreement supersede and
replace the Prior Agreement in its entirety; and

     WHEREAS, in order to induce the Purchasers to invest funds in the Company
pursuant to the Purchase Agreement, the Investors, the Purchasers and the
Company hereby agree to enter into this Agreement:

     NOW, THEREFORE, in consideration of the premises, covenants and conditions
set forth herein, the parties agree as follows:

     1.   Registration Rights.  The parties covenant and agree as follows:
          -------------------

     1.1  Definitions.  For purposes of this Section 1:
          -----------

     (a)  The terms "register," "registered," and "registration" refer to a
registration effected by preparing and filing a registration statement or
similar document in compliance with the Securities Act of 1933, as amended (the
"Act"), and the declaration or ordering of effectiveness of such registration
statement or document.

     (b)  The term "Registrable Securities" means (i) the Company's Common
Stock issuable or issued upon conversion of the Series F Preferred Stock, the
Series G Preferred Stock,

                                      -1-
<PAGE>

Series H Preferred Stock or Series I Preferred Stock of the Company (the
"Conversion Stock") and (ii) any Common Stock of the Company issued as (or
issuable upon the conversion or exercise of any warrant, right or other security
which is issued as) a dividend or other distribution with respect to, or in
exchange for or in replacement of, such Series F Preferred Stock, Series G
Preferred Stock, Series H Preferred Stock, Series I Preferred Stock or Common
Stock, excluding in all cases, however, (A) any Registrable Securities sold by a
person in a transaction in which such person's rights under this Section 1 are
not assigned or (B) shares of Conversion Stock or other securities that have
been sold to or through a broker or dealer or underwriter in a public
distribution or a public securities transaction.

     (c)  The number of shares of "Registrable Securities then outstanding"
shall be equal to the sum of (i) the number of shares of Common Stock
outstanding that are Registrable Securities and (ii) the number of shares of
Common Stock issuable pursuant to then exercisable or convertible securities
that are exercisable or convertible into Registrable Securities.

     (d)  The term "Holder" means any person owning or having the right to
acquire Registrable Securities or any transferee or assignee thereof in
accordance with Section 1.14 hereof.

     (e)  The term "Form S-3" means such form under the Act as in effect on the
date hereof or any registration form under the Act subsequently adopted by the
Securities and Exchange Commission ("SEC") that permits inclusion or
incorporation of substantial information by reference to other documents filed
by the Company with the SEC.

     (f)  The term "Initial Public Offering" means the first sale of Common
Stock of the Company to the public effected pursuant to a registration statement
(other than a registration statement relating either to the sale of securities
to employees of the Company pursuant to a stock plan, stock purchase or similar
plan or a SEC Rule 145 transaction) filed with, and declared effective by, the
SEC under the Act on Form S-1 (or any subsequently adopted similar form).

     (g)  The term "Preferred Stock" shall mean the Series F Preferred Stock,
Series G Preferred Stock, Series H Preferred Stock and Series I Preferred Stock
of the Company.

     1.2  Request for Registration.
          ------------------------

     (a)  If the Company shall receive at any time after the earlier of (i) July
31, 2001, or (ii) six (6) months after consummation of the Company's Initial
Public Offering, a written request from the Holders of twenty percent (20%) of
the Registrable Securities then outstanding that the Company file a registration
statement under the Act covering the registration of Registrable Securities with
an aggregate gross offering price of at least $10,000,000, then the Company
shall, within ten (10) days of the receipt thereof, give written notice of such
request to all Holders and shall, subject to the limitations of subsection
1.2(b), effect as soon as practicable, and in any event shall use its best
efforts to effect within one hundred twenty (120) days of the receipt of such
request, the registration under the Act of all Registrable Securities that the
Holders request to be registered within twenty (20) days of the mailing of such
notice by the Company.

                                      -2-
<PAGE>

     (b)  If the Holders initiating the registration request hereunder
("Initiating Holders") intend to distribute the Registrable Securities covered
by their request by means of an underwriting, they shall so advise the Company
as a part of their request made pursuant to this Section 1.2 and the Company
shall include such information in the written notice referred to in subsection
1.2(a). The underwriter or underwriters will be selected by the Company and
shall be reasonably acceptable to a majority in interest of the Initiating
Holders. In such event, the right of any Holder to include his Registrable
Securities in such registration shall be conditioned upon such Holder's
participation in such underwriting and the inclusion of such Holder's
Registrable Securities in the underwriting (unless otherwise mutually agreed by
a majority in interest of the Initiating Holders and such Holder) to the extent
provided herein. All Holders proposing to distribute their securities through
such underwriting shall (together with the Company as provided in subsection
1.4(e)) enter into an underwriting agreement in customary form with the
underwriter or underwriters selected for such underwriting. Notwithstanding any
other provision of this Section 1.2, if the managing underwriter advises the
Initiating Holders in writing that marketing factors require a limitation of the
number of shares to be underwritten, then the Company shall so advise all
Holders of Registrable Securities requesting to be included in the underwriting,
and the number of shares of Registrable Securities that may be included in the
underwriting shall be allocated among all Holders requesting to be included in
the underwriting, in proportion (as nearly as practicable) to the amount of
Registrable Securities of the Company owned by each Holder at the time of filing
the registration statement; provided, however, that the number of shares of
Registrable Securities to be included in such underwriting shall not be reduced
unless all other securities, including, without limitation, any shares offered
by the Company, are first entirely excluded from the underwriting. No
Registrable Securities excluded from the underwriting by reason of the managing
underwriters' marketing limitation shall be included in such registration. To
facilitate the allocation of Shares in accordance with the above provisions, the
Company or the underwriters may round the number of shares allocated to any
Holder to the nearest 100 Shares.

     (c)  The Company is obligated to effect only two (2) registrations pursuant
to this Section 1.2 (counting for this purpose only registrations that have been
declared or ordered effective and pursuant to which Registrable Securities have
been sold).

     (d)  Notwithstanding the foregoing, if the Company shall furnish to Holders
requesting a registration statement pursuant to this Section 1.2, a certificate
signed by the President of the Company stating that in the good faith judgment
of the Board of Directors of the Company, it would be seriously detrimental to
the Company and its stockholders for such registration statement to be filed and
that it is therefore essential to defer the filing of such registration
statement, the Company shall have the right to defer such filing for a period of
not more than one hundred twenty (120) days after receipt of the request of the
Initiating Holders; provided, however, that the Company may defer its
obligations for this reason only once in any twelve (12) month period.

     (e)  Notwithstanding anything to the contrary in this Section 1.2, the
Company shall not be obligated to take an action to effect such registration
pursuant to this Section 1.2 for a period of six (6) months following the
effective date of a registration statement previously filed by the Company
(other than a registration of securities in a SEC Rule 145 transaction or with
respect to an employee benefit plan).

                                      -3-
<PAGE>

     1.3  Company Registration. If (but without any obligation to do so) (a) the
          --------------------
Company proposes to register any of its Common Stock or other securities under
the Act in connection with a public offering of such securities solely for cash
(including a registration effected by the Company for stockholders other than
the Holders, but not including a registration relating solely to the Company's
employee benefit plans, or a registration on any form that does not include
substantially the same information as would be required to be included in a
registration statement covering the sale of the Registrable Securities), and (b)
the Company has consummated its Initial Public Offering, the Company shall, at
such time, promptly give each Holder written notice of such registration. Upon
the written request of each Holder given within twenty (20) days after mailing
of such notice by the Company, the Company shall, subject to the provisions of
Section 1.8, cause to be registered under the Act all of the Registrable
Securities that each such Holder has requested to be registered.

     1.4  Obligations of the Company.  Whenever required pursuant to this
          --------------------------
Section 1 to effect the registration of any Registrable Securities, the Company
shall perform the following obligations as expeditiously as reasonably possible:

     (a)  The Company shall prepare and file with the SEC a registration
statement with respect to such Registrable Securities and use its best efforts
to cause such registration statement to become effective and, upon the request
of the Holders of a majority of the Registrable Securities registered
thereunder, to keep such registration statement effective for up to one hundred
twenty (120) days.

     (b)  The Company shall prepare and file with the SEC such amendments and
supplements to such registration statement and the prospectus used in connection
with such registration statement as may be necessary to comply with the
provisions of the Act with respect to the disposition of all securities covered
by such registration statement.

     (c)  The Company shall furnish to the Holders such numbers of copies of the
prospectus, including a prospectus subject to completion, in conformity with the
requirements of the Act, and such other documents as they may reasonably request
in order to facilitate the disposition of Registrable Securities owned by them.

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

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

     (f)  The Company shall notify each Holder of Registrable Securities covered
by such registration statement at any time when a prospectus relating thereto is
required to be delivered under the Act of the happening of any event as a result
of which the prospectus included in such

                                      -4-
<PAGE>

registration statement, as then in effect, includes an untrue statement of a
material fact or omits to state a material fact required to be stated therein or
necessary to make the statements therein not misleading in the light of the
circumstances then existing.

     (g)  Notwithstanding the foregoing, the Company shall have no obligation
with respect to any registration requested pursuant to Section 1.2 or 1.13 if
the number of shares or the anticipated aggregate offering price of the
Registrable Securities to be included in the registration does not equal or
exceed the number of shares or the anticipated aggregate offering price required
to trigger the Company's obligation to initiate such registration as specified
in subsection 1.2(a) or subsection 1.13(b)(ii), as applicable.

     1.5  Obligations of the Investors.
          ----------------------------

     (a)  It shall be a condition precedent to the obligations of the Company to
take any action pursuant to this Section 1 with respect to the Registrable
Securities of any selling Holder that such Holder shall furnish to the Company
such information regarding itself, the Registrable Securities held by it, and
the intended method of disposition of such securities as shall be required to
effect the registration of such Holder's Registrable Securities.

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

     1.6  Expenses of Demand Registration.  All expenses other than underwriting
          -------------------------------
discounts and commissions incurred in connection with registrations, filings or
qualifications pursuant to Section 1.2, including (without limitation) all
registration, filing and qualification fees, printers' and accounting fees, fees
and disbursements of counsel for the Company and the reasonable fees and
disbursements of one counsel for the selling Holders shall be borne by the
Company. Notwithstanding the foregoing, the Company shall not be required to pay
for expenses of any registration proceeding begun under Section 1.2, the request
for which has been subsequently withdrawn by the Holders of a majority of the
Registrable Securities or is not completed due to failure to meet the gross
offering price requirement set forth in such section unless Holders representing
a majority of Registrable Securities agree to forfeit their right to a
registration under Section 1.2, provided however, that if at the time of such
withdrawal by the Holders of a majority of the Registrable Securities, the
Holders have learned of a material adverse change in the operating results,
financial condition or business of the Company from that known to the Holders at
the time of the request and have withdrawn the request with promptness following
disclosure by the Company of such material adverse change then the Holders shall
not be required to pay any such expenses and shall retain their right pursuant
to Section 1.2.

     1.7  Expenses of Company Registration.  The Company shall bear and pay all
          --------------------------------
expenses incurred in connection with any registration, filing or qualification
of Registrable Securities with respect to the registrations pursuant to Section
1.3 for each Holder (which right may be assigned as provided in Section 1.14),
including (without limitation) all registration, filing, and qualification fees,
fees and disbursements of Company counsel, printers' and accounting fees
relating or apportionable thereto and the reasonable fees and disbursements of

                                      -5-
<PAGE>

one counsel for the selling Holders, but excluding underwriting discounts and
commissions relating to Registrable Securities.

     1.8  Underwriting Requirements.
          -------------------------

     (a)  In connection with any offering involving an underwriting of shares of
the Company's capital stock, the Company shall not be required under Section 1.3
to include any of the Holders' securities in such underwriting unless they
accept the terms of the underwriting as agreed upon between the Company and the
underwriters selected by it (or by other persons entitled to select the
underwriters), and then only in such quantity as the managing underwriter
determines in its sole discretion will not, due to marketing factors, jeopardize
the success of the offering by the Company.

     (b)  If the total amount of securities, including Registrable Securities,
requested by stockholders to be included in such offering exceeds the amount of
securities sold other than by the Company that the underwriters determine in
their sole discretion is compatible with the success of the offering, then the
Company shall be required to include in the offering only that number of such
securities, including Registrable Securities, which the underwriters determine
in their sole discretion will not jeopardize the success of the offering (the
securities so included to be apportioned pro rata among the Holders requesting
inclusion in such registration according to the total amount of securities
entitled to be included therein owned by each such Holder on a pro rata basis);
provided, however, that any such limitation or "cut-back" shall be first applied
to all shares proposed to be sold in such offering, other than for the account
of the Company, which are not Registrable Securities. In no event shall the
amount of securities of the selling Holders included in the offering be reduced
below twenty-five percent (25%) of the total amount of securities included in
such offering, unless such offering is the initial public offering of the
Company's securities, in which case the selling shareholders may be excluded if
the underwriters make the determination described above and no other
shareholder's securities are included.

     1.9  Withdrawal Rights and Reallocation.  If any Holder disapproves of the
          ----------------------------------
terms of any such underwriting, such Holder may elect to withdraw therefrom by
written notice to the Company and the underwriters. If such Holder's shares are
withdrawn from registration, or if the number of shares of Registrable
Securities was previously reduced due to marketing factors, the Company shall
offer to all Holders retaining the right to include securities in the
registration the right to include additional Registrable Securities in the
registration, with such shares being allocated on a pro rata basis among the
Holders of Registrable Securities.

     1.10 Delay of Registration.  No Holder shall have any right to obtain or
          ---------------------
seek an injunction restraining or otherwise delaying any such registration as
the result of any controversy that might arise with respect to the
interpretation or implementation of this Section 1.

     1.11 Indemnification.  In the event any Registrable Securities are included
          ---------------
in a registration statement under this Section 1:

     (a)  To the extent permitted by law, the Company will indemnify and hold
harmless each Holder, the officers, directors and general partners of each
Holder, any underwriter (as defined in the Act) for such Holder and each person,
if any, who controls such Holder or

                                      -6-
<PAGE>

underwriter within the meaning of the Act or the 1934 Act, against any losses,
claims, damages or liabilities (joint or several) to which they may become
subject under the Act, the 1934 Act or other federal or state law, including any
of the foregoing incurred in settlement of any litigation, commenced or
threatened, insofar as such losses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon any of the following
statements, omissions or violations (each of which is referred to herein as a
"Violation"):

          (i)    any untrue statement or alleged untrue statement of a material
     fact contained in such registration statement, including any prospectus
     subject to completion or final prospectus contained therein or any
     amendments or supplements thereto;

          (ii)   the omission or alleged omission to state therein a material
     fact required to be stated therein or necessary to make the statements
     therein not misleading; or

          (iii)  any violation or alleged violation by the Company of the Act,
     the 1934 Act, any state securities law or any rule or regulation
     promulgated under the Act, the 1934 Act or any state securities laws. In
     addition, the Company will promptly reimburse each such Holder, officer,
     director or general partner, underwriter or controlling person for any
     legal or other expenses reasonably incurred by them on an as-incurred
     basis, in connection with investigating or defending any such loss, claim,
     damage, liability or action.

     Notwithstanding the foregoing, the indemnity provisions contained in this
Section 1.11(a) shall not apply to amounts paid in settlement of any such loss,
claim, damage, liability or action if such settlement is effected without the
written consent of the Company (which consent shall not be unreasonably
withheld), nor shall the Company be liable in any such case for any such loss,
claim, damage, liability or action to the extent that it arises out of or is
based upon a Violation that results from reliance upon written information
furnished expressly for use in connection with such registration by any such
Holder, officer, director, general partner, underwriter or controlling person.

     (b)  To the extent permitted by law, each selling Holder shall indemnify
and hold harmless the Company, each of its directors, each of its officers who
have signed the registration statement, each person, if any, who controls the
Company within the meaning of the Act, any underwriter and any Holder selling
securities in such registration statement or any of its directors, officers or
general partners or each person, if any, who controls such Holder, against any
losses, claims, damages or liabilities (joint or several) to which the Company
(or any director, officer or controlling person), or underwriter (or controlling
person), or Holder (or director, officer, general partner or controlling person
thereof) may become subject, under the Act, the 1934 Act or other federal or
state law, insofar as such losses, claims, damages or liabilities (or action in
respect thereto) arise out of or are based upon any Violation, in each case to
the extent (and only to the extent) that such Violation results from reliance
upon written information furnished by such Holder expressly for use in
connection with such registration.

                                      -7-
<PAGE>

     Each such Holder will promptly reimburse any legal or other expenses
reasonably incurred, on an as-incurred basis, by the Company (or any director,
officer or controlling person), underwriter (or controlling person), Holder (or
any director, officer, general partner or controlling person thereof) in
connection with investigating or defending, any such loss, claim, damage,
liability or action; provided, however, that the indemnity agreement contained
in this Section 1.11(b) shall not apply to amounts paid in settlement of any
such loss, claim, damage, liability or action if such settlement is effected
without the written consent of the Holder, which consent shall not be
unreasonably withheld.

     Notwithstanding the foregoing, the liability of each Holder under this
Section 1.11(b) shall be limited to an amount equal to the aggregate proceeds of
the shares sold by such Holder in the offering pursuant to which the Violation
is claimed to have occurred, unless such liability arises out of or is based on
willful misconduct of such Holder.

     (c)  Within a reasonable time after receipt by an indemnified party of
notice of the commencement of any action (including any governmental action)
under this Section 1.11, such indemnified party shall, if a claim in respect
thereof is to be made against any indemnifying party under this Section 1.11,
deliver to the indemnifying party a written notice of the commencement thereof.
Such indemnifying party shall have the right to participate in and subject to
the consent of the indemnified party, which consent shall not be unreasonably
withheld, the indemnifying party shall have the right to enter into settlement
of such action, and, to the extent the indemnifying party so desires, jointly
with any other indemnifying party similarly noticed, to assume the defense of
such action with counsel approved by the indemnified party (whose approval shall
not be unreasonably withheld); provided, however, that the indemnified party
shall cooperate with the indemnifying party, and that if representation of an
indemnified party by the counsel retained by the indemnifying party would be
inappropriate due to actual or potential differing interests between such
indemnified party and any other party represented by such counsel in such
proceeding, such indemnified party shall have the right to retain its own
counsel, with the reasonable fees and reasonable expenses to be paid by the
indemnifying party.

     The failure of an indemnified party to deliver written notice to the
indemnifying party within a reasonable time of the commencement of any such
action, if such failure is prejudicial to the indemnifying party, shall relieve
such indemnifying party of any liability to the indemnified party under this
Section 1.11 to the extent such party is prejudiced. However, the omission of
the indemnified party to deliver such written notice to the indemnifying party
will not relieve such indemnifying party of any liability that it may have to
any indemnified party otherwise than under this Section 1.11.

     (d)  If the indemnification provided for in this Section 1.11 is held by a
court of competent jurisdiction to be unavailable to an indemnified party with
respect to any loss, claim, damage, liability or action referred to therein,
then the indemnifying party, in lieu of indemnifying such indemnified party
hereunder, shall contribute to the amount paid or payable by such indemnified
party as a result of such loss, claim, damage, liability or action in such
proportion as is appropriate to reflect the relative fault of the indemnifying
party on the one hand and of the indemnified party on the other in connection
with the statements or omissions that resulted in such loss, claim, damage,
liability or action as well as any other relevant equitable considerations. The
relative fault of the indemnifying party and of the indemnified party shall be
deter-

                                      -8-
<PAGE>

mined by reference to, among other things, whether the violation of law or the
untrue or alleged untrue statement of a material fact or the omission to state a
material fact relates to acts of or information supplied by the indemnifying
party and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.

     (e)  Notwithstanding the foregoing, to the extent that the provisions on
indemnification and contribution contained in the underwriting agreement entered
into in connection with the underwritten public offering are in conflict with
the foregoing provisions, the provisions in the underwriting agreement shall
control.

     (f)  The obligations of the Company and of the Holders under this Section
1.11 shall survive the conversion, if any, of the Series F Preferred Stock,
Series G Preferred Stock and Series I Preferred Stock and the completion of any
offering of Registrable Securities in a registration statement under this
Section 1 or otherwise.

     1.12 Reports Under the 1934 Act.  With a view to making available to the
          --------------------------
Holders the benefits of Rule 144 promulgated under the Act and any other rule or
regulation of the SEC that may at any time permit a Holder to sell securities of
the Company to the public without registration, the Company agrees:

     (a)  to make and keep public information available, as those terms are
defined under SEC Rule 144, at all times after ninety (90) days after the
effective date of the first registration statement filed by the Company for the
offering of its securities to the general public;

     (b)  use its best efforts to file with the SEC all reports and other
documents required of the Company under the Act and the 1934 Act (at any time
after it has become subject to such reporting requirements) in a timely manner;
and

     (c)  to furnish to any Holder, so long as such Holder owns Registrable
Securities, forthwith upon request (i) a written statement by the Company that
it has complied with the reporting requirements of SEC Rule 144 (at any time
after ninety (90) days after the effective date of the first registration
statement filed by the Company), the Act and the 1934 Act (at any time after it
has become subject to such reporting requirements), (ii) a copy of the Company's
most recent annual or quarterly report and (iii) such other information as may
be reasonably requested by such Holder in order to avail itself of any rule or
regulation of the SEC that permits the selling of any such securities without
registration.

     1.13 Form S-3 Registration.  At any time following the first anniversary of
          ---------------------
the Company's Initial Public Offering, in case the Company shall receive from
any Holder or Holders a written request that the Company effect a registration
on Form S-3 and any related qualification or compliance with respect to all or a
part of the Registrable Securities owned by such Holder or Holders, the Company
shall comply with the following obligations:

     (a)  The Company shall promptly give written notice of the proposed
registration, and any related qualification or compliance, to all other Holders.
In the event the registration is proposed to be part of a firm commitment
underwritten public offering, the substantive provisions of subparagraph (b) of
Section 1.2 hereof shall be applicable to each such registration initiated under
this Section 1.13.

                                      -9-
<PAGE>

     (b)  As soon as practicable, the Company shall effect such registration and
all such qualifications and compliances as may be so requested and as would
permit or facilitate the sale and distribution of all or such portion of such
Holder's or Holders' Registrable Securities as are specified in such request,
together with all or such portion of the Registrable Securities of any other
Holder or Holders joining in such request as are specified in a written request
given within fifteen (15) days after receipt of such written notice from the
Company. Notwithstanding the foregoing, the Company shall not be obligated to
effect any such registration, qualification or compliance, pursuant to this
Section 1.13 if: (i) the Company has previously effected three (3) registrations
pursuant to this Section 1.13; (ii) Form S-3 is not available for such offering
by the Holders; (iii) the Holders, together with the holders of any other
securities of the Company entitled to inclusion in such registration, propose to
sell Registrable Securities and such other securities (if any) at an aggregate
price to the public of less than $1,000,000; (iv) the Company furnishes to the
Holders a certificate signed by the President of the Company stating that in the
good faith judgment of the Board of Directors of the Company, it would be
seriously detrimental to the Company and its stockholders for such Form S-3
registration to be effected at such time, in which event the Company shall have
the right to defer the filing of the Form S-3 registration statement for a
period of not more than one hundred twenty (120) days after receipt of the
request of the Holder or Holders under this Section 1.13; (v) the Company has,
within the twelve (12) month period preceding the date of such request, already
effected a registration on Form S-3 for the Holders pursuant to this Section
1.13; (vi) the Company would be required to qualify to do business or to execute
a general consent to service of process in effecting such registration,
qualification or compliance in a particular jurisdiction, or (vii) a
registration statement respecting securities of the Company has been declared
effective within one hundred eighty (180) days of such request.

     (c)  Subject to the foregoing, the Company shall file a registration
statement covering the Registrable Securities so requested to be registered as
soon as practicable after receipt of the request or requests of the Holders. All
expenses incurred in connection with the registrations requested pursuant to
this Section 1.13, including (without limitation) all registration, filing,
qualification, printers' and accounting fees, fees and disbursements of counsel
for the selling Holder or Holders shall be borne by the Company and any
underwriters' discounts or commissions associated with Registrable Securities,
shall be borne by the selling Holder or Holders. Registrations effected pursuant
to this Section 1.1 shall not be counted as demands for registration effected
pursuant to Section 1.2.

     1.14 Assignment of Registration Rights.  The rights to cause the Company to
          ---------------------------------
register Registrable Securities granted under this Section 1 may be assigned by
a Holder to a transferee or assignee who acquires 250,000 shares (as adjusted
for stock splits, combinations, dividends and the like) of the Registrable
Securities held by such Holder, provided the Company is, within a reasonable
time prior to such transfer, furnished with written notice of the name and
address of such proposed transferee or assignee and the securities with respect
to which such registration rights are being assigned; provided further that such
assignment shall be effective only if the transferee enters into a written
agreement providing that such transferee shall be bound by the provisions of
Section 1 of this Agreement. Notwithstanding the foregoing or any other
provision contained herein to the contrary, the right to cause the Company to
register Registrable Securities may be assigned by a Holder to any constituent
partner of a partnership Holder and any affiliate,

                                      -10-
<PAGE>

subsidiary or parent of a corporate Holder provided that such transferee agrees
in writing to be bound by the terms and conditions of this Agreement.

     1.15 "Market Stand-Off' Agreement.  Each Shareholder hereby agrees that it
          ----------------------------
shall not, to the extent specified by the Company and an underwriter of Common
Stock (or other securities) of the Company, sell, offer to sell, contract to
sell (including without limitation any short sale), grant any option to purchase
or otherwise transfer or dispose of (other than to donees who agree to be
similarly bound) any securities of the Company (other than securities already
registered) during a reasonable and customary period of time not to exceed one
hundred eighty (180) days, as agreed to by the Company and the underwriters,
following the effective date of the Company's Initial Public Offering; provided,
however, that all officers and directors of the Company enter into similar
agreements.

     In order to enforce the foregoing covenant, the Company may impose stop
transfer instructions with respect to the securities of each Holder (and the
shares or securities of every other person subject to the foregoing restriction)
until the end of such one hundred eighty (180) day period.

     1.16 Termination of the Company's Obligation.  The rights to cause the
          ---------------------------------------
Company to register securities granted to Holders pursuant to Sections 1.2 and
1.3 shall terminate as to any Holder at such time as the Holder has the ability
to sell all of the Registrable Securities owned by such stockholder under SEC
Rule 144 within a three (3) month period.

     1.17 Limitations on Subsequent Registration Rights.  From and after the
          ---------------------------------------------
date of this Agreement, the Company shall not, without the prior written consent
of the Holders of a majority of Registrable Securities then outstanding, enter
into any agreement with any holder or prospective holder of any securities of
the Company which would grant rights to have securities other than Registrable
Securities registered under the Act that are senior to or pari passu with the
registration rights granted herein.

     2.   Miscellaneous.
          -------------

     2.1  Governing Law. This Agreement shall be governed by and construed under
          -------------
the laws of the State of California as applied to agreements among California
residents, made and to be performed entirely within the State of California.

     2.2  Successors and Assigns. Except as otherwise expressly provided herein,
          ----------------------
the provisions hereof shall inure to the benefit of, and be binding upon, the
successors, assigns, heirs, executors, and administrators of the parties hereto
(including transferees of any shares of Preferred Stock sold under their
respective stock purchase agreements or any Common Stock issued upon conversion
thereof).

     2.3  Entire Agreement.  This Agreement constitutes the full and entire
          ----------------
understanding and agreement among the parties with regard to the subject matter
hereof, and no party shall be liable or bound to any other party in any manner
by any representations, warranties, covenants or agreements except as
specifically set forth herein.  Nothing in this Agreement, express or implied,
is intended to confer upon any party, other than the parties hereto and their
respective

                                      -11-
<PAGE>

successors and assigns, any rights, remedies, obligations or liabilities under
or by reason of this Agreement, except as expressly provided herein.

     2.4  Severability.  Any invalidity, illegality or limitation of the
          ------------
enforceability with respect to any Shareholder of any one or more of the
provisions of this Agreement, or any part thereof, whether arising by reason of
the law of any such Shareholder's domicile or otherwise, shall in no way affect
or impair the validity, legality or enforceability of this Agreement with
respect to any other Shareholder.  In case any provision of this Agreement shall
be invalid, illegal or unenforceable, it shall, to the extent practicable, be
modified so as to make it valid, legal and enforceable and to retain as nearly
as practicable the intent of the parties, and the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.

     2.5  Amendment and Waiver.  Any term of this Agreement may be amended and
          --------------------
the observance of any term of this Agreement may be waived (either generally or
in a particular instance and either retroactively or prospectively) only with
the written consent of the Company and the Holders of a majority of the
Registrable Securities then outstanding, provided that the effect of such
amendment or waiver is to treat all Holders equally. Any amendment or waiver
effected in accordance with this paragraph shall be binding upon each Holder of
Registrable Securities at the time outstanding (including securities exercisable
for or convertible into Registrable Securities), each future holder of all such
securities and the Company.

     2.6  Delays or Omissions. No delay or omission to exercise any right, power
          -------------------
or remedy accruing to any Shareholder or any permitted transferee upon any
breach, default or noncompliance of the Company under this Agreement shall
impair any such right, power or remedy, nor shall it be construed to be a waiver
of any such breach, default or noncompliance, or any acquiescence therein, or of
any similar breach, default or noncompliance thereafter occurring. It is further
agreed that any waiver, permit, consent or approval of any kind or character on
the Shareholders' part of any breach, default or noncompliance of this Agreement
or any waiver on the Shareholders' part of any provisions or conditions of this
Agreement must be in writing and shall be effective only to the extent
specifically set forth in such writing, and that all remedies, either under this
Agreement, by law or otherwise afforded to each Shareholder, shall be cumulative
and not alternative.

     2.7  Notices, etc.  Unless otherwise provided, any notice required or
          ------------
permitted under this Agreement shall be given to the party to be so notified in
writing and shall be deemed effective upon personal delivery, upon delivery by
confirmed facsimile or electronic transmission (with duplicate original sent by
United States mail), or three (3) business days after deposit with the United
States Post Office, by registered or certified mail, postage prepaid and
addressed to the party to be notified at the address indicated for such party on
Schedule A hereto (or, if to the Company, at the address of its principal
----------
executive offices), or at such other address as such party may designate by ten
(10) days' advance written notice to the other parties.

     2.8  Titles and Subtitles.  The titles of the paragraphs and subparagraphs
          --------------------
of this Agreement are for convenience of reference only and are not to be
considered in construing this Agreement.

                                      -12-
<PAGE>

     2.9  Expenses. If any action at law or in equity is necessary to enforce or
          --------
interpret the terms of this Agreement, the prevailing party shall be entitled to
reasonable attorneys' fees, expenses and necessary disbursements in addition to
any other relief to which such party may be entitled.

     2.10 Counterparts.  This Agreement may be executed in any number of
          ------------
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one instrument.

     2.11 Aggregation of Stock.  All shares of Preferred Stock held or acquired
          --------------------
by affiliated entities or persons shall be aggregated together for the purposes
of determining the availability of any right under this Agreement.

     2.12 Termination of Prior Agreement.  The Investors, who hold a majority of
          ------------------------------
the outstanding shares of Series F Preferred Stock, Series G Preferred Stock and
Series H Preferred Stock, hereby agree that all rights under the Prior Agreement
are hereby terminated and superseded by the rights provided under this
Agreement, which Agreement supersedes and replaces the Prior Agreement in its
entirety.

                 [Remainder of page intentionally left blank]

                                      -13-
<PAGE>

     IN WITNESS WHEREOF, the parties have executed this Registration Rights
Agreement as of the date first above written.


                                    COMPANY
                                    -------


                                   TVIA, INC., a California corporation



                                   By /s/ Jack Guedj
                                      ----------------------------------

                                   Its President
                                       ---------------------------------

                                   Address: 4001 Burton Drive
                                            ----------------------------
                                            Santa Clara, CA 95054
                                            ----------------------------

                                   INVESTORS:
                                   ---------

                                   _____________________________________
                                               Name of Investor

                                   By___________________________________

                                   Its__________________________________



                  Signature Page of Series I Preferred Stock
               Amended and Restated Registration Rights Agreement

                                      -14-