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                                                                    Exhibit 10.7

               Amended and Restated Registration Rights Agreement

                                             AMENDED AND RESTATED REGISTRATION
                                    RIGHTS AGREEMENT dated as of March 16,
                                    2000, among OPUS360 CORPORATION, a Delaware
                                    corporation (the "Corporation"), and the
                                    PRE-IPO SECURITYHOLDERS (as herein defined).

            The Corporation and the Pre-IPO Securityholders have entered into a
Registration Rights Agreement dated as of December 24, 1998 (as amended by that
certain Amendment No. 1 dated September 1, 1999 and as otherwise heretofore
amended or modified, the "Original Registration Rights Agreement"). The
Corporation desires to amend and restate the Original Registration Rights
Agreement in its entirety as and pursuant to this Agreement. Effective upon the
execution of this Agreement by those Pre-IPO Securityholders with the requisite
power and authority to amend and restate the Original Registration Rights
Agreement pursuant to the terms of Section 19 thereof, this Agreement shall
amend and restate the Original Registration Rights Agreement in its entirety as
and pursuant to this Agreement.

            NOW, THEREFORE, in consideration of the premises and mutual
covenants and obligations hereinafter set forth, the Corporation and the Pre-IPO
Securityholders agree that the Original Registration Rights Agreement shall be
amended and restated in its entirety to read as follows:

      1. Definitions.

            As used herein, the following terms shall have the following
respective meanings:

      "Additional Registrable Shares" means, at any time with respect to any
Additional Securityholder, the Registrable Shares held by such Additional
Securityholder (but only if such Additional Securityholder is entitled (but not
pursuant to this Agreement) to the registration of such Registrable Shares by
the Corporation under the Securities Act for sale to the public).

      "Additional Securityholder" means any holder of Restricted Securities who
or which is entitled (but not pursuant to this Agreement) to the registration of
such Restricted Securities by the Corporation under the Securities Act for sale
to the public.

      "Agreement" means this Amended and Restated Registration Rights Agreement.

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

      "Common Stock" means the Common Stock, par value $.001 per share, of the
Corporation (and such other class of common stock of the Corporation, or any
successor thereto, into which the Common Stock may be converted or reclassified,
and all references herein to the Common Stock shall mean such other class of
common stock, if applicable).

      "Conversion Shares" means the Series A Conversion Shares and the Series B
Conversion Shares.

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            "Corporation" has the meaning assigned to such term in the caption
to this Agreement.

            "Exchange Act" means the Securities Exchange Act of 1934, as
amended, or any successor federal statute, and the rules and regulations of the
SEC promulgated thereunder, all as the same may from time to time be in effect.

            "Governmental Entity" means any government or political subdivision
or department thereof, any governmental or regulatory body, commission, board,
bureau, agency or instrumentality, or any court or arbitrator or alternative
dispute resolution body, in each case whether federal, state, local or foreign.

            "Initial Common Shares" means the Registrable Shares that are (i)
shares of Common Stock issued or issuable to Ari Horowitz, Carlos Cashman, Shawn
Kreloff, William Bahr, Brett Prager, Richard McCann, Alex Lapins, Anthony
Schmitz, Bruce Gilpin, Wayne Tsuchitani or USWeb/CKS Corporation, or (ii) shares
of Common Stock issued on or with respect to the shares of Common Stock referred
to in clause (i) above.

            "Initial Warrants" means (i) the warrants dated May 19, 1999 and
August 17, 1999 issued by the Corporation to Silicon Valley Bank to purchase
shares of Common Stock, (ii) the warrants dated December 24, 1998 issued by the
Corporation to each of Gerald Cashman, G&R Partnership, LP, Leonard Horowitz,
Irwin Lieber and Barry Rubenstein to purchase shares of Common Stock, and (iii)
the warrants dated September 3, 1999 and January 15, 2000 issued by the
Corporation to Greenhill & Co., LLC.

            "Law" means any foreign, federal, state or local law, statute,
treaty, rule, directive, regulation, ordinance or similar provision having the
force or effect of law or any Order.

            "Majority of Registering Pre-IPO Securityholders" means, with
respect to any registration of Pre-IPO Registrable Shares, those Pre-IPO
Securityholders who or which hold in the aggregate in excess of 50% of all of
the Pre-IPO Registrable Shares included in such registration.

            "Material Transaction" shall mean any material transaction in which
the Corporation or any of its Subsidiaries proposes to engage or is engaged,
including a purchase or sale of assets or securities, financing, merger,
consolidation, tender offer or any other transaction or event that would require
disclosure pursuant to the Exchange Act if the Corporation were a reporting
company thereunder, and with respect to which the Board of Directors of the
Corporation reasonably has determined in good faith that compliance with this
Agreement may reasonably be expected to either materially interfere with the
Corporation's or such Subsidiary's ability to consummate such transaction in a
timely fashion or require the Corporation to disclose material, non-public
information prior to such time as it would otherwise be required to be
disclosed.

            "Orders" means any enforceable judgments, writs, decrees,
declarations, injunctions, orders, stipulations, compliance agreement or
settlement agreements issued or imposed by, or entered into with, a Governmental
Entity.


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            "Original Registration Rights Agreement" has the meaning assigned to
such term in the preamble to this Agreement.

            "Other Shares" means, at any time, those shares of Common Stock
which do not constitute Primary Shares, Pre-IPO Registrable Shares or Additional
Registrable Shares.

            "Person" shall be construed as broadly as possible and shall include
an individual, a corporation, a company, an association, a joint stock company,
a partnership (including a limited liability partnership), a limited liability
company, a joint venture, a trust or an unincorporated organization and a
Governmental Entity.

            "Pre-IPO Registrable Shares" means the Registrable Shares that are
Initial Common Shares, Series A Conversion Shares, Series B Conversion Shares
and Warrant Shares.

            "Pre-IPO Securityholders" means, collectively, (i) any Persons
listed on Schedule I on the effective date hereof, (ii) any other Persons listed
on Schedule I from time to time, and (iii) any purchaser, assignee or other
transferee of Restricted Securities held by any of the foregoing in a purchase,
assignment or other transfer permitted under Section 19 and in which such
purchaser, assignee or other transferee has complied in full with the joinder
requirements set forth in Section 19. Upon the addition of each new Pre-IPO
Securityholder as a party to this Agreement, the Corporation shall amend
Schedule I solely to reflect the name and address of such new Pre-IPO
Securityholder, and the Corporation shall distribute to the Pre-IPO
Securityholders such amended Schedule I.

            "Primary Shares" means, at any time, the authorized but unissued
shares of Common Stock or Common Stock held by the Corporation in its treasury.

            "Prospectus" means the prospectus included in a Registration
Statement, including any prospectus subject to completion, and any such
prospectus as amended or supplemented by any prospectus supplement with respect
to the terms of the offering of any portion of the Pre-IPO Registrable Shares
and, in each case, by all other amendments and supplements to such prospectus,
including post-effective amendments, and in each case including all material
incorporated by reference therein.

            "Public Offering" means a public offering of Common Stock pursuant
to a registration statement declared effective under the Securities Act, except
that a Public Offering shall not include an offering of securities to be issued
as consideration in connection with a business acquisition or an offering of
securities issuable pursuant to an employee benefit plan.

            "Registering Pre-IPO Securityholders" means, with respect to any
registration of Pre-IPO Registrable Shares, those Pre-IPO Securityholders who or
which hold the Pre-IPO Registrable Shares included in such registration.

            "Registrable Shares" means, at any time with respect to any Pre-IPO
Securityholder or Additional Securityholder, the shares of Common Stock held by
such Pre-IPO Securityholder or Additional Securityholder that constitute
Restricted Securities. For purposes of this definition, a Pre-IPO Securityholder
or Additional


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Securityholder shall be deemed to be the holder of shares of Common Stock
whenever such Pre-IPO Securityholder or Additional Securityholder has the right
acquire, directly or indirectly, such Common Stock upon the conversion or
exercise of Restricted Securities (but disregarding any restrictions or
limitations upon the exercise of such right), whether or not such acquisition
has actually been effected.

            "Registration Date" means the date upon which the registration
statement pursuant to which the Corporation shall have initially registered
shares of Common Stock under the Securities Act for sale to the public shall
have been declared effective.

            "Registration Statement" means any registration statement of the
Corporation which covers any of the Pre-IPO Registrable Shares, and all
amendments and supplements to any such Registration Statement, including
post-effective amendments, in each case including the Prospectus contained
therein, all exhibits thereto and all material incorporated by reference
therein.

            "Restricted Securities" means, at any time, with respect to any
Person, the shares of Common Stock, the shares of Series A Preferred Stock, the
shares of Series B Preferred Stock, the Initial Warrants and any other
securities which by their terms are directly or indirectly exercisable or
exchangeable for or convertible into any of the foregoing securities, and any
securities received on or with respect to any of the foregoing securities, in
each case which are held by such Person. As to particular securities
constituting Restricted Securities, such securities shall cease to be Restricted
Securities when (A) they have been registered under the Securities Act, the
Registration Statement in connection therewith has been declared effective and
such Restricted Securities have been disposed of pursuant to and in the manner
described in such effective Registration Statement, (B) they are eligible to be
sold or distributed by the holder thereof pursuant to Rule 144 within any
consecutive three-month period (including, without limitation, Rule 144(k))
without volume limitations, (C) they have been otherwise transferred and new
certificates or other evidences of ownership for them not bearing a restrictive
legend and not subject to any stop transfer order or other restriction on
transfer shall have been delivered by the Corporation or the issuer of other
securities issued in exchange for the Restricted Securities, or (D) they have
ceased to be outstanding.

            "SEC" means the United States Securities and Exchange Commission.

            "securities" means, with respect to any Person, such Person's
"securities," as defined in Section 2(1) of the Securities Act.

            "Securities Act" means the Securities Act of 1933, as amended, or
any successor federal statute, and the rules and regulations of the SEC
promulgated thereunder, all as the same may from time to time be in effect.

            "Series A Conversion Shares" means the Registrable Shares that are
(i) shares of Common Stock issued or issuable upon the conversion of Series A
Preferred Stock, (ii) shares of Common Stock issued on or with respect to the
shares of Common Stock referred to in clause (i) above or (iii) shares of Common
Stock issued on or with respect to the Series A Preferred Stock.

            "Series A Preferred Stock" means the Corporation's Series A
Convertible Preferred Stock, par value $.001 per share.


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            "Series B Conversion Shares" means the Registrable Shares that are
(i) shares of Common Stock issued or issuable upon the conversion of Series B
Preferred Stock, (ii) shares of Common Stock issued on or with respect to the
shares of Common Stock referred to in clause (i) above or (iii) shares of Common
Stock issued on or with respect to the Series B Preferred Stock.

            "Series B Preferred Stock" means the Corporation's Series B
Convertible Preferred Stock, par value $.001 per share.

            "Shares" means the Registrable Shares, the Pre-IPO Registrable
Shares, the Additional Registrable Shares, the SP Registrable Shares, the
Initial Common Shares, the Conversion Shares and the Warrant Shares.

            "SP Registrable Shares" means (i) any Additional Registrable Shares
issued by the Corporation to any Strategic Partner in connection with such
Strategic Partner's entry into a strategic arrangement with the Corporation for
the provision by either party to the other party of goods, services, technology,
expertise or other value and (ii) any other Additional Registrable Shares issued
on or with respect to the Additional Registrable Shares referred to in clause
(i) above.

            "Strategic Partner" means a Person who or which, at the time in
question, has entered into, or is simultaneously entering into or has agreed to
enter into, a strategic arrangement with the Corporation for the provision by
either party to the other party of goods, services, technology, expertise or
other value.

            "Subsidiary" means, as to any Person, any other Person of which more
than 50% of the shares of the voting stock or other voting interests are owned
or controlled, or the ability to select or elect 50% or more of the directors or
similar managers is held, directly or indirectly, by such first Person or one or
more of its Subsidiaries.

            "Warrant Shares" means the Registrable Shares that are (i) shares of
Common Stock issued or issuable upon the exercise of the Initial Warrants, (ii)
shares of Common Stock issued on or with respect to the shares of Common Stock
referred to in clause (i) above or (iii) shares of Common Stock issued on or
with respect to the Initial Warrants.

      2. Required Registration.

            (a) If, at any time at least 180 days after the Registration Date,
Pre-IPO Securityholders who or which hold in the aggregate Pre-IPO Registrable
Shares that constitute not less than 25% of (1) the Initial Common Shares, (2)
the Series A Conversion Shares, or (3) the Series B Conversion Shares shall
notify the Corporation in writing that such Pre-IPO Securityholders desire to
sell any of such Pre-IPO Registrable Shares in the public securities market and
request that the Corporation effect the registration under the Securities Act of
Pre-IPO Registrable Shares having an anticipated aggregate gross offering price
(before underwriting discounts and commissions) of at least $5,000,000, the
Corporation shall:

                  (i) promptly give written notice of the proposed registration
      to all other Pre-IPO Securityholders, who or which shall have the right,
      subject to the applicable terms of this Agreement, to include in such
      registration Pre-IPO Registrable Shares held


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      by them (exercisable by delivering to the Corporation a written notice
      specifying the number of Pre-IPO Registrable Shares requested to be
      included within 30 days after receipt of such notice of such registration
      from the Corporation); and

                  (ii) use its best efforts to effect the registration under the
      Securities Act of the Pre-IPO Registrable Shares which the Corporation has
      been so requested to register.

            (b) Anything contained in Section 2(a) to the contrary
notwithstanding, the Corporation shall not be obligated to effect pursuant to
Section 2(a) any registration under the Securities Act except in accordance with
the following provisions:

                  (i) The Corporation shall not be obligated to use its best
      efforts to file and cause to become effective (A) (i) more than one
      Registration Statement requested pursuant to Section 2(a)(1), (ii) more
      than two Registration Statements requested pursuant to Section 2(a)(2), or
      (iii) more than two Registration Statements requested pursuant to Section
      2(a)(3), in each case on Form S-1 promulgated under the Securities Act or
      any successor form thereto, or (B) any Registration Statement during any
      period in which any other registration statement (other than on Form S-4
      or Form S-8 promulgated under the Securities Act or any successor forms
      thereto) pursuant to which Primary Shares are to be or were sold has been
      filed and not withdrawn or has been declared effective within the prior 90
      days.

                  (ii) The Corporation may delay the filing or effectiveness of
      any Registration Statement for a period of up to 90 days after the date of
      a request for registration pursuant to Section 2(a) if at the time of such
      request the Corporation (A) is engaged, or has fixed plans to engage
      within 90 days of the time of such request, in a firm commitment,
      underwritten public offering of Primary Shares in which the holders of
      Pre-IPO Registrable Shares may include Pre-IPO Registrable Shares pursuant
      to Section 3 or (B) is engaged in a Material Transaction.

                  (iii) With respect to any registration of Pre-IPO Registrable
      Shares pursuant to Section 2(a), the Corporation shall give notice of such
      registration to the holders of all Additional Registrable Shares and Other
      Shares which are entitled to registration rights and the Corporation may
      include in such registration any Primary Shares, Additional Registrable
      Shares or Other Shares; provided, however, that if the managing
      underwriter advises the Corporation that the inclusion of all of the
      Pre-IPO Registrable Shares, Primary Shares, Additional Registrable Shares
      and/or Other Shares proposed to be included in such registration would
      interfere with the successful marketing (including pricing) of all of such
      securities, then the number of Pre-IPO Registrable Shares, Primary Shares,
      Additional Registrable Shares and/or Other Shares proposed to be included
      in such registration shall be included in the following order:

                        (A) first, the Pre-IPO Registrable Shares constituting
            Conversion Shares or Warrant Shares requested by the Pre-IPO
            Securityholders to be included in such registration (or, if
            necessary, such Shares pro rata among all such Pre-IPO
            Securityholders based upon the aggregate number of Pre-IPO
            Registrable Shares


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            constituting Conversion Shares and Warrant Shares held by each such
            Pre-IPO Securityholder at the time of registration);

                        (B) second, the Pre-IPO Registrable Shares constituting
            Initial Common Shares requested by the Pre-IPO Securityholders to be
            included in such registration (or, if necessary, such Shares pro
            rata among all such Pre-IPO Securityholders based upon the number of
            Pre-IPO Registrable Shares constituting Initial Common Shares held
            by each such Pre-IPO Securityholder at the time of registration);

                        (C) third, the Additional Registrable Shares
            constituting SP Registrable Shares requested by the Additional
            Securityholders to be included in such registration (or, if
            necessary, such Shares allocated among all such Additional
            Securityholders in accordance with the applicable provisions of any
            agreements between the Corporation and such Additional
            Securityholders, as amended, supplemented or otherwise modified from
            time to time and in effect at the time of registration, or, in the
            absence of any applicable provisions, pro rata among all such
            Additional Securityholders based upon the number of Additional
            Registrable Shares constituting SP Registrable Shares held by each
            such Additional Securityholder at the time of registration);

                        (D) fourth, Primary Shares;

                        (E) fifth, the Additional Registrable Shares not
            constituting SP Registrable Shares requested by the Additional
            Securityholders to be included in such registration (or, if
            necessary, such Shares allocated among all such Additional
            Securityholders in accordance with the applicable provisions of any
            agreements between the Corporation and such Additional
            Securityholders, as amended, supplemented or otherwise modified from
            time to time and in effect at the time of registration, or, in the
            absence of any applicable provisions, pro rata among all such
            Additional Securityholders based upon the number of Additional
            Registrable Shares not constituting SP Registrable Shares held by
            each such Additional Securityholder at the time of registration);
            and

                        (F) sixth, the Other Shares.

            (c) If the Majority of Registering Pre-IPO Securityholders in a
registration requested pursuant to Section 2(a) or Section (4) intend to
distribute the Pre-IPO Registrable Shares covered by their request by means of
an underwriting, they shall so advise the Corporation as a part of their request
for registration. In such event, the Majority of Registering Pre-IPO
Securityholders shall select one or more nationally recognized firms of
investment bankers reasonably acceptable to the Corporation to act as the lead
managing underwriter or underwriters in connection with such offering. The right
of any Registering Pre-IPO Securityholder to registration pursuant to Section
2(a) or Section 4 shall be conditioned upon such Registering Pre-IPO
Securityholder's participation in such underwriting and the inclusion of such
Registering Pre-IPO Securityholder's Pre-IPO Registrable Shares in the
underwriting (unless otherwise mutually agreed by the Majority of Registering
Pre-IPO Securityholders and


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such Registering Pre-IPO Securityholder) to the
extent provided herein. The Corporation and the Registering Pre-IPO
Securityholders proposing to distribute their securities through such
underwriting shall enter into an underwriting agreement which is reasonable and
in customary form with the underwriters of such offering.

            (d) A requested registration under Section 2(a) or Section 4 may be
rescinded prior to the related Registration Statement being declared effective
by the SEC by written notice to the Corporation from the Majority of Registering
Pre-IPO Securityholders requesting such registration; provided, however, if such
registration was requested pursuant to Section 2(a), such registration shall not
count as a Registration Statement requested pursuant thereto for purposes of
clause (A) of Section 2(b)(i) if (x) such request for withdrawal shall have been
caused by, or made in response to, the material adverse effect of an event on
the business, operations, assets, condition (financial or otherwise) or
operating results of the Corporation and its Subsidiaries taken as a whole or
(y) the Corporation shall have been reimbursed for all out-of-pocket expenses
incurred by the Corporation in connection with such rescinded registration.

      3. Piggyback Registration.

            If the Corporation proposes for any reason to register Primary
Shares, Additional Registrable Shares or Other Shares under the Securities Act
at any time after the closing of an initial Public Offering of Common Stock
(other than on Form S-4 or Form S-8 promulgated under the Securities Act or any
successor forms thereto), it shall give written notice to the Pre-IPO
Securityholders of its intention to so register such Primary Shares, Additional
Registrable Shares or Other Shares at least 30 days before the initial filing of
the registration statement for such Primary Shares, Additional Registrable
Shares or Other Shares and, upon the written request, given within 20 days after
delivery of any such notice by the Corporation, of any Pre-IPO Securityholder to
include in such registration Pre-IPO Registrable Shares (which request shall
specify the number of Pre-IPO Registrable Shares proposed to be included in such
registration and shall state the desire of such Pre-IPO Securityholder to sell
such Pre-IPO Registrable Shares in the public securities markets), the
Corporation shall use its best efforts to cause all such Pre-IPO Registrable
Shares to be included in such registration on the same terms and conditions as
the Primary Shares, the Additional Registrable Shares or Other Shares otherwise
being sold in such registration; provided, however, if the managing underwriter
advises the Corporation that the inclusion of all of the Pre-IPO Registrable
Shares, Primary Shares, Additional Registrable Shares and/or Other Shares
proposed to be included in such registration would interfere with the successful
marketing (including pricing) of all of such securities, then the number of
Pre-IPO Registrable Shares, Primary Shares, Additional Registrable Shares and/or
Other Shares proposed to be included in such registration shall be included in
the following order:

                  (i) If such registration is initiated by the Corporation to
      register Primary Shares, Other Shares or Additional Registrable Shares not
      constituting SP Registrable Shares, or by any holder of the foregoing:

                        (A) first, the Primary Shares;


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                        (B) second, the Additional Registrable Shares
            constituting SP Registrable Shares requested by the Additional
            Securityholders to be included in such registration and the Pre-IPO
            Registrable Shares requested by the Pre-IPO Securityholders to be
            included in such registration, or, if necessary, such Shares
            allocated between (x) the Additional Securityholders who or which
            have requested the inclusion of SP Registrable Shares in such
            registration on the one hand and (y) the Pre-IPO Securityholders who
            or which have requested the inclusion of Pre-IPO Registrable Shares
            in such registration on the other hand, in proportion to the
            aggregate number of Shares held by each such group of Persons at the
            time of registration, with (i) the aggregate number of Shares
            allocated to the Additional Securityholders described in clause (x)
            above further allocated among such Additional Securityholders in
            accordance with the applicable provisions of any agreements between
            the Corporation and such Additional Securityholders, as amended,
            supplemented or otherwise modified from time to time and in effect
            at the time of registration, or, in the absence of any applicable
            provisions, pro rata among all such Additional Securityholders based
            upon the number of Additional Registrable Shares constituting SP
            Registrable Shares held by each such Additional Securityholder at
            the time of registration and (ii) the aggregate number of Shares
            allocated to the Pre-IPO Securityholders described in clause (y)
            above further allocated among such Pre-IPO Securityholders in the
            following order:

                              (1) first, the Pre-IPO Registrable Shares
                  constituting Conversion Shares or Warrant Shares requested by
                  the Pre-IPO Securityholders to be included in such
                  registration (or, if necessary, such Pre-IPO Registrable
                  Shares pro rata among all such Pre-IPO Securityholders based
                  upon the aggregate number of Pre-IPO Registrable Shares
                  constituting Conversion Shares and Warrant Shares held by each
                  such Pre-IPO Securityholder at the time of registration); and

                              (2) second, the Pre-IPO Registrable Shares
                  constituting Initial Common Shares requested by the Pre-IPO
                  Securityholders to be included in such registration (or, if
                  necessary, such Pre-IPO Registrable Shares pro rata among all
                  such Pre-IPO Securityholders based upon the number of Pre-IPO
                  Registrable Shares constituting Initial Common Shares held by
                  each such Pre-IPO Securityholder at the time of registration);

                        (C) third, the Additional Registrable Shares not
            constituting SP Registrable Shares requested by the Additional
            Securityholders to be included in such registration (or, if
            necessary, such Shares allocated among all such Additional
            Securityholders in accordance with the applicable provisions of any
            agreements between the Corporation and such Additional
            Securityholders, as amended, supplemented or otherwise modified from
            time to time and in effect at the time of registration, or, in the
            absence of any applicable provisions, pro rata among all such
            Additional Securityholders based upon the number of Additional
            Registrable Shares not constituting SP Registrable Shares held by
            each such Additional Securityholder at the time of registration);
            and


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                        (D) fourth, the Other Shares.

            (ii) If such registration is initiated by Additional Securityholders
who or which request the inclusion of their Additional Registrable Shares
constituting SP Registrable Shares in such registration:

                        (A) first, the Additional Registrable Shares
            constituting SP Registrable Shares requested by the Additional
            Securityholders to be included in such registration (or, if
            necessary, such Shares allocated among all such Additional
            Securityholders in accordance with the applicable provisions of any
            agreements between the Corporation and such Additional
            Securityholders, as amended, supplemented or otherwise modified from
            time to time and in effect at the time of registration, or, in the
            absence of any applicable provisions, pro rata among all such
            Additional Securityholders based upon the number of Additional
            Registrable Shares constituting SP Registrable Shares held by each
            such Additional Securityholder at the time of registration);

                        (B) second, the Pre-IPO Registrable Shares constituting
            Conversion Shares or Warrant Shares requested by the Pre-IPO
            Securityholders to be included in such registration (or, if
            necessary, such Shares pro rata among all such Pre-IPO
            Securityholders based upon the aggregate number of Pre-IPO
            Registrable Shares constituting Conversion Shares and Warrant Shares
            held by each such Pre-IPO Securityholder at the time of
            registration);

                        (C) third, the Pre-IPO Registrable Shares constituting
            Initial Common Shares requested by the Pre-IPO Securityholders to be
            included in such registration (or, if necessary, such Shares pro
            rata among all such Pre-IPO Securityholders based upon the number of
            Pre-IPO Registrable Shares constituting Initial Common Shares held
            by each such Pre-IPO Securityholder at the time of registration);

                        (D) fourth, the Primary Shares;

                        (E) fifth, the Additional Registrable Shares not
            constituting SP Registrable Shares requested by the Additional
            Securityholders to be included in such registration (or, if
            necessary, such Shares allocated among all such Additional
            Securityholders in accordance with the applicable provisions of any
            agreements between the Corporation and such Additional
            Securityholders, as amended, supplemented or otherwise modified from
            time to time and in effect at the time of registration, or, in the
            absence of any applicable provisions, pro rata among all such
            Additional Securityholders based upon the --- ---- number of
            Additional Registrable Shares not constituting SP Registrable Shares
            held by each such Additional Securityholder at the time of
            registration); and

                        (F) sixth, the Other Shares.

4. Registrations on Form S-3.


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            Anything contained in Section 2 to the contrary notwithstanding, at
such time after the Registration Date as the Corporation shall be qualified for
the use of Form S-3 promulgated under the Securities Act (or any successor form
thereto) for the sale to the public of Pre-IPO Registrable Shares held by the
Pre-IPO Securityholders, the Pre-IPO Securityholders shall have the right to
request in writing of the Corporation an unlimited number of registrations on
Form S-3 (or any successor form thereto) of their Pre-IPO Registrable Shares
with an anticipated aggregate gross offering price (before underwriting
discounts and commissions) of at least $250,000, which request or requests shall
(i) specify the number of Pre-IPO Registrable Shares intended to be sold or
disposed of and the holders thereof and (ii) state the intended method of
disposition of such Pre-IPO Registrable Shares. A registration on Form S-3 (or
any such successor form thereto) requested by any Pre-IPO Securityholder
pursuant to this Section 4 shall not count as a Registration Statement requested
pursuant to Section 2(a) for purposes of clause (A) of Section 2(b)(i), but
shall otherwise be subject in all respects to Section 2(b) as if such
registration was requested pursuant to Section 2(a).

      5. Holdback Agreement.

            If the Corporation at any time shall register shares of Common Stock
under the Securities Act (including any registration pursuant to Section 2, 3 or
4) for sale to the public, no Pre-IPO Securityholder shall sell publicly, make
any short sale of, grant any option for the purchase of, or otherwise dispose
publicly of, any capital stock of the Corporation (other than those shares of
Common Stock included in such registration pursuant to Section 2, 3 or 4)
without the prior written consent of the Corporation, for a period designated by
the Corporation in writing to the Pre-IPO Securityholders, which period shall
begin not more than 10 days prior to the effectiveness of the registration
statement pursuant to which such public offering shall be made and shall not
last more than 180 days after the date on which such registration statement
became effective, whether or not such Pre-IPO Securityholder participates in
such registration. The Corporation shall obtain the agreement of any Person
permitted to sell shares of capital stock of the Corporation in a registration
to be bound by and to comply with the requirements of this Section 5 as if such
Person was a party to this Agreement and a Pre-IPO Securityholder hereunder;
provided, however, subject to the provisions of Section 16, the Corporation
shall not be required to obtain any such agreement from any Strategic Partner to
which the Corporation may issue shares of its capital stock or other securities
which by their terms are directly or indirectly exercisable or exchangeable for
or convertible into such shares. Each Pre-IPO Securityholder agrees that the
Corporation may instruct its transfer agent to place stop transfer notations on
its records to enforce this Section 5.

      6. Preparation and Filing.

            If and whenever the Corporation is under an obligation pursuant to
the provisions of this Agreement to use its best efforts to effect the
registration of, and keep effective a Registration Statement, for any Pre-IPO
Registrable Shares, the Corporation shall, as expeditiously as practicable:

            (a) use its best efforts to cause a Registration Statement that
registers such Pre-IPO Registrable Shares to become and remain effective for a
period of 90 days or until all of such Pre-IPO Registrable Shares have been
disposed of (if earlier);


                                       11
<PAGE>

            (b) furnish, at least five Business Days before filing a
Registration Statement that registers such Pre-IPO Registrable Shares, a
Prospectus relating thereto and any amendments or supplements relating to such
Registration Statement or Prospectus, to one counsel selected by the Majority of
Registering Pre-IPO Securityholders (the "Pre-IPO Securityholders' Counsel"),
copies of all such documents proposed to be filed (it being understood that such
five Business Day period need not apply to successive drafts of the same
document proposed to be filed so long as such successive drafts are supplied to
the Pre-IPO Securityholders' Counsel in advance of the proposed filing by a
period of time that is customary and reasonable under the circumstances);

            (c) prepare and file with the SEC 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 at least a
period of 90 days or until all of such Pre-IPO Registrable Shares have been
disposed of (if earlier) and to comply with the provisions of the Securities Act
with respect to the sale or other disposition of such Pre-IPO Registrable
Shares;

            (d) notify the Pre-IPO Securityholders' Counsel promptly in writing
of (i) any comments by the SEC with respect to such Registration Statement or
Prospectus, or any request by the SEC for the amending or supplementing thereof
or for additional information with respect thereto, (ii) the issuance by the SEC
of any stop order suspending the effectiveness of such Registration Statement or
Prospectus or any amendment or supplement thereto or the initiation or
threatening of any proceedings for that purpose (and the Corporation shall use
its best efforts to prevent the issuance thereof or, if issued, to obtain its
withdrawal) and (iii) the receipt by the Corporation of any notification with
respect to the suspension of the qualification of such Pre-IPO Registrable
Shares for sale in any jurisdiction or the initiation or threatening of any
proceeding for such purposes;

            (e) use its best efforts to register or qualify such Pre-IPO
Registrable Shares under such other securities or blue sky laws of such
jurisdictions as any Registering Pre-IPO Securityholder may reasonably request,
to keep such registrations or qualifications in effect for so long as such
Registration Statement covering such Pre-IPO Registrable Shares remains in
effect and do any and all other acts and things which may be reasonably
necessary or advisable to enable such Registering Pre-IPO Securityholder to
consummate the disposition in such jurisdictions of the Pre-IPO Registrable
Shares owned by such Registering Pre-IPO Securityholder; provided, however, that
the Corporation will not be required to qualify generally to do business, to
subject itself to general taxation or consent to general service of process in
any jurisdiction where it would not otherwise be required to do so but for this
Section 6(e) or to provide any material undertaking or make any changes in its
Bylaws or Certificate of Incorporation which its Board of Directors determines
to be contrary to the best interests of the Corporation;

            (f) furnish to each Registering Pre-IPO Securityholder such number
of copies of a summary Prospectus, if any, or other Prospectus, including a
preliminary Prospectus, in conformity with the requirements of the Securities
Act, and such other documents as such Registering Pre-IPO Securityholder may
reasonably request in order to facilitate the public sale


                                       12
<PAGE>

or other disposition of the Pre-IPO Registrable Shares held by Registering
Pre-IPO Securityholder;

            (g) use its best efforts to cause such Pre-IPO Registrable Shares to
be registered with or approved by such other Governmental Entities as may be
necessary by virtue of the business and operations of the Corporation to enable
the Registering Pre-IPO Securityholders to consummate the disposition of such
Pre-IPO Registrable Shares;

            (h) notify on a timely basis each Registering Pre-IPO Securityholder
at any time when a Prospectus relating to such Pre-IPO Registrable Shares is
required to be delivered under the Securities Act within the appropriate period
mentioned in Section 6(a), of the happening of any event known to the
Corporation as a result of which the Prospectus included in such 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 light of the circumstances then
existing and, at the request of such Registering Pre-IPO Securityholder, prepare
and furnish to such Registering Pre-IPO Securityholder a reasonable number of
copies of a supplement to or an amendment of such Prospectus as may be necessary
so that, as thereafter delivered to the offerees of such Pre-IPO Registrable
Shares, such Prospectus shall not include an untrue statement of a material fact
or omit to state a material fact required to be stated therein or necessary to
make the statements therein not misleading in light of the circumstances then
existing;

            (i) subject to the execution of confidentiality agreements in form
and substance satisfactory to the Corporation, make available, upon reasonable
notice and during normal business hours, for inspection by the Registering
Pre-IPO Securityholders any underwriter participating in any disposition
pursuant to such Registration Statement and any attorney, accountant or other
agent retained by the Registering Pre-IPO Securityholders or underwriter
(collectively, the "Inspectors"), all pertinent financial and other records,
pertinent corporate documents and properties of the Corporation (collectively,
the "Records"), as shall be reasonably necessary to enable them to exercise
their due diligence responsibility, and cause the Corporation's officers,
directors and employees to supply all information (together with the Records,
the "Information") reasonably requested by any such Inspector in connection with
such Registration Statement (any of the Information which the Corporation
determines in good faith to be confidential, and of which determination the
Inspectors are so notified, shall not be disclosed by the Inspectors, unless (i)
the disclosure of such Information is necessary to avoid or correct a
misstatement or omission in the Registration Statement, (ii) the release of such
Information is ordered pursuant to a subpoena or other order from a court of
competent jurisdiction or, upon the written advice of counsel, is otherwise
required by law, or (iii) such Information has been made generally available to
the public, and each Registering Pre-IPO Securityholder agrees that it will,
upon learning that disclosure of such Information is sought in a court of
competent jurisdiction, give notice to the Corporation and allow the
Corporation, at the Corporation's expense, to undertake appropriate action to
prevent disclosure of the Information deemed confidential);

            (j) use its best efforts to obtain from its independent certified
public accountants "cold comfort" letters in customary form and at customary
times and covering matters of the type customarily covered by cold comfort
letters;


                                       13
<PAGE>

            (k) use its best efforts to obtain from its counsel an opinion or
opinions in customary form;

            (l) provide a transfer agent and registrar (which may be the same
Person and which may be the Corporation) for such Pre-IPO Registrable Shares;

            (m) issue to any underwriter to which any Registrable Pre-IPO
Securityholder may sell such Pre-IPO Registrable Shares in such offering,
certificates evidencing such Pre-IPO Registrable Shares;

            (n) list such Pre-IPO Registrable Shares on any national securities
exchange on which any shares of Common Stock are listed or, if Common Stock is
not listed on a national securities exchange, use its best efforts to qualify
such Pre-IPO Registrable Shares for inclusion on the national automated
quotation system of the National Association of Securities Dealers, Inc. (the
"NASD"), or such other national securities exchange as the holders of a majority
of such Pre-IPO Registrable Shares shall reasonably request;

            (o) otherwise use its best efforts to comply with all applicable
rules and regulations of the SEC and make available to its securityholders, as
soon as reasonably practicable, earnings statements (which need not be audited)
covering a period of 12 months beginning within three months after the effective
date of the Registration Statement, which earnings statements shall satisfy the
provisions of Section 11(a) of the Securities Act; and

            (p) subject to all of the other provisions of this Agreement, use
its best efforts to take all other steps necessary to effect the registration of
such Pre-IPO Registrable Shares contemplated hereby.

            Each Registering Pre-IPO Securityholder, upon the receipt of any
notice from the Corporation of any event of the kind described in Section 6(h),
shall forthwith discontinue disposition of Pre-IPO Registrable Shares pursuant
to the Registration Statement until such Registering Pre-IPO Securityholder's
receipt of copies of the supplemented or amended Prospectus contemplated by
Section 6(h), and, if so directed by the Corporation, such Registering Pre-IPO
Securityholder shall deliver to the Corporation all copies, other than permanent
file copies then in such Pre-IPO Securityholder's possession, of the Prospectus
covering such Pre-IPO Registrable Shares at the time of receipt of such notice.

      7. Expenses.

            All expenses incurred by the Corporation in complying with Section
6, including, without limitation, all registration and filing fees (including
all expenses incident to filing with the NASD), fees and expenses of complying
with securities and blue sky laws, printing expenses, fees and expenses of the
Corporation's counsel and accountants and fees and expenses of the Pre-IPO
Securityholders' Counsel, shall be paid by the Corporation; provided, however,
that all underwriting discounts and selling commissions applicable to the
Pre-IPO Registrable Shares shall not be borne by the Corporation and shall be
borne by the Registering Pre-IPO Securityholders selling such Registrable
Securities, in proportion to the number of Pre-IPO Registrable Shares sold by
each such Registering Pre-IPO Securityholder.


                                       14
<PAGE>

      8. Indemnification.

            (a) In connection with any registration of any Pre-IPO Registrable
Shares under the Securities Act pursuant to this Agreement, the Corporation
shall indemnify and hold harmless each holder of such Pre-IPO Registrable
Shares, each underwriter, broker or any other Person acting on behalf of any
such holder and each other Person, if any, who controls any of the foregoing
Persons within the meaning of the Securities Act, against any losses, claims,
damages or liabilities, joint or several, (or actions in respect thereof) to
which any of the foregoing Persons may become subject under the Securities Act
or otherwise, insofar as such losses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon an untrue statement or
alleged untrue statement of a material fact contained in the Registration
Statement under which such Pre-IPO Registrable Shares were registered under the
Securities Act, any preliminary Prospectus or final Prospectus contained therein
or otherwise filed with the SEC, any amendment or supplement thereto or any
document incident to registration or qualification of any Pre-IPO Registrable
Shares, or arise out of or are based upon 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, with respect to any Prospectus,
necessary to make the statements therein in light of the circumstances under
which they were made not misleading, or any violation by the Corporation of the
Securities Act or state securities or blue sky laws applicable to the
Corporation and relating to action or inaction required of the Corporation in
connection with such registration or qualification under such state securities
or blue sky laws, and the Corporation shall promptly reimburse each such holder,
underwriter, broker or other Person acting on behalf of any such holder and each
such controlling Person for any legal or other expenses incurred by any of them
in connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that the Corporation shall not be liable
to any such Person to the extent that any such loss, claim, damage or liability
arises out of or is based upon an untrue statement or alleged untrue statement
or omission or alleged omission made in said Registration Statement, preliminary
Prospectus, amendment, supplement or document incident to registration or
qualification of any Pre-IPO Registrable Shares in reliance upon and in
conformity with information furnished to the Corporation, or a Person duly
acting on the Corporation's behalf, through an instrument duly executed by such
Person, or a Person duly acting on such Person's behalf, specifically for use in
connection with the preparation thereof; provided further, however, that the
foregoing indemnity agreement is subject to the condition that, insofar as it
relates to any untrue statement, allegedly untrue statement, omission or alleged
omission made in any preliminary Prospectus but eliminated or remedied in the
final Prospectus (filed pursuant to Rule 424 of the Securities Act), such
indemnity agreement shall not inure to the benefit of any indemnified party from
whom the Person asserting any loss, claim, damage, liability or expense
purchased the Pre-IPO Registrable Shares which are the subject thereof, if a
copy of such final Prospectus had been timely made available to such indemnified
Person and such final Prospectus was not delivered to such Person with or prior
to the written confirmation of the sale of such Pre-IPO Registrable Shares to
such Person.

            (b) In connection with any registration of Pre-IPO Registrable
Shares under the Securities Act pursuant to this Agreement, each holder of
Pre-IPO Registrable Shares shall, severally and not jointly, indemnify and hold
harmless (in the same manner and to the same extent as set forth in Section
8(a)) the Corporation, each director of the Corporation, each officer of the
Corporation who signs such Registration Statement, each other holder of Pre-IPO


                                       15
<PAGE>

Registrable Shares, Additional Registrable Shares or Other Shares included in
such Registration Statement (provided, that the holder shall be entitled to
indemnification of a similar nature from such other holder to at least the same
extent as the indemnification given by the holder pursuant to this Section
8(b)), each underwriter, broker or any other Person acting on behalf of any such
holder and each other Person, if any, who controls any of the foregoing Persons
within the meaning of the Securities Act with respect to any statement or
omission from such Registration Statement, any preliminary Prospectus or final
Prospectus contained therein or otherwise filed with the SEC, any amendment or
supplement thereto or any document incident to registration or qualification of
any Pre-IPO Registrable Shares, if such statement or omission was made in
reliance upon and in conformity with written information furnished to the
Corporation or such underwriter through an instrument duly executed by such
holder, or a Person duly acting on such holder's behalf, specifically for use in
connection with the preparation of such Registration Statement, preliminary
Prospectus, final Prospectus, amendment, supplement or document; provided,
however, that the maximum amount of liability in respect of such indemnification
shall be limited, in the case of each holder of Pre-IPO Registrable Shares, to
an amount equal to the net proceeds actually received by such holder from the
sale of Pre-IPO Registrable Shares effected pursuant to such registration.

            (c) Promptly after receipt by an indemnified party of notice of the
commencement of any action involving a claim referred to in Section 8(a) or
Section 8(b), such indemnified party will, if a claim in respect thereof is made
against an indemnifying party, give written notice to the latter of the
commencement of such action (provided that an indemnified party's failure to
give such notice in a timely manner shall only relieve the indemnification
obligations of an indemnifying party to the extent such indemnifying party is
prejudiced by such failure). In case any such action is brought against an
indemnified party, the indemnifying party will be entitled to participate in and
to assume the defense thereof, jointly with any other indemnifying party
similarly notified to the extent that it may wish, with counsel reasonably
satisfactory to such indemnified party, and after notice from the indemnifying
party to such indemnified party of its election so to assume the defense
thereof, the indemnifying party shall not be responsible for any legal or other
expenses subsequently incurred by the indemnified party in connection with the
defense thereof; provided, however, that if any indemnified party shall have
reasonably concluded that there may be one or more legal or equitable defenses
available to such indemnified party which are in addition to or conflict with
those available to the indemnifying party, or that such claim or litigation
involves or could have an effect upon matters beyond the scope of the indemnity
agreement provided in this Section 8, the indemnifying party shall not have the
right to assume the defense of such action on behalf of such indemnified party
and such indemnifying party shall reimburse such indemnified party and any
Person controlling such indemnified party for that portion of the fees and
expenses of any one lead counsel (plus appropriate special and local counsel)
retained by the indemnified party which are reasonably related to the matters
covered by the indemnity agreement provided in this Section 8. The indemnifying
party shall not be liable to indemnify any indemnified party for any settlement
of any claim or action effected without the consent of the indemnifying party.
The indemnifying party may not settle any claim or action brought against an
indemnified party unless such indemnified party is released from all and any
liability as part of such settlement.

            (d) If the indemnification provided for in this Section 8 is held by
a court of competent jurisdiction to be unavailable to an indemnified party with
respect to any loss, claim,


                                       16
<PAGE>

damage, liability or action referred to herein, then the indemnifying party, in
lieu of indemnifying such indemnified party hereunder, shall contribute to the
amounts 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 hand in connection with the statements or
omissions which resulted in such loss, claim, damage, liability or action as
well as any other relevant equitable considerations; provided, however, that the
maximum amount of liability in respect of such contribution shall be limited, in
the case of each holder of Pre-IPO Registrable Shares, to an amount equal to the
net proceeds actually received by such holder from the sale of Pre-IPO
Registrable Shares effected pursuant to such registration. The relative fault of
the indemnifying party and of the indemnified party shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission to state a material fact relates to
information supplied by the indemnifying party or by the indemnified party and
the parties' relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission. The parties agree that it
would not be just and equitable if contribution pursuant hereto were determined
by pro rata allocation or by any other method or allocation which does not take
account of the equitable considerations referred to herein. No person guilty of
fraudulent misrepresentation shall be entitled to contribution from any person.

            (e) The indemnification and contribution provided for under this
Agreement will remain in full force and effect regardless of any investigation
made by or on behalf of the indemnified party and will survive the transfer of
securities.

      9. Underwriting Agreement.

            Notwithstanding the provisions of Sections 5 through 8, to the
extent that the Pre-IPO Securityholders shall enter into an underwriting or
similar agreement, which agreement contains provisions covering one or more
issues addressed in such Sections, the provisions contained in such Sections
addressing such issue or issues shall be of no force or effect with respect to
such registration, but this provision shall not apply to the Corporation if the
Corporation is not a party to the underwriting or similar agreement.

      10. Suspension.

            Anything contained in this Agreement to the contrary
notwithstanding, the Corporation may (but not more than once with respect to
each Registration Statement), by notice in writing to each holder of Pre-IPO
Registrable Shares to which a Prospectus relates, require such holder to
suspend, for up to 90 days (the "Suspension Period"), the use of any Prospectus
included in a Registration Statement filed under Section 2, 3 or 4 if a Material
Transaction exists that would require an amendment to such Registration
Statement or supplement to such Prospectus (including any such amendment or
supplement made through incorporation by reference to a report filed under
Section 13 of the Exchange Act). The period during which such Prospectus must
remain effective shall be extended by a period equal to the Suspension Period.
The Corporation may (but shall not be obligated to) withdraw the effectiveness
of any Registration Statement subject to this provision.

      11. Information by Holder.


                                       17
<PAGE>

            Each holder of Pre-IPO Registrable Shares to be included in any such
registration shall furnish to the Corporation and the managing underwriter such
written information regarding such holder and the distribution proposed by such
holder as the Corporation or the managing underwriter may reasonably request in
writing and as shall be reasonably required in connection with any registration,
qualification or compliance referred to in this Agreement.

      12. Exchange Act Compliance.

            From the Registration Date or such earlier date as a registration
statement filed by the Corporation pursuant to the Exchange Act relating to any
class of the Corporation's securities shall have become effective, the
Corporation shall comply with all of the reporting requirements of the Exchange
Act applicable to it (whether or not it shall be required to do so, but
specifically excluding Section 14 of the Exchange Act if not then applicable to
the Corporation) and shall comply with all other public information reporting
requirements of the SEC which are conditions to the availability of Rule 144 for
the sale of the Common Stock. The Corporation shall cooperate with the Pre-IPO
Securityholders in supplying such information as may be necessary for the
Pre-IPO Securityholders to complete and file any information reporting forms
presently or hereafter required by the SEC as a condition to the availability of
Rule 144.

      13. Legends on Certificates.

            (a) Each certificate issued after the effective date of this
Agreement that represents Restricted Securities shall (unless otherwise
permitted by the provisions of this Section 13) be stamped or otherwise
imprinted with a legend in substantially the following form (in addition to any
other legend required by law or applicable agreement):

                  "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
                  REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"). THESE
                  SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A
                  VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, OFFERED
                  FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN
                  EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE
                  ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT
                  SUCH REGISTRATION IS NOT REQUIRED."

                  "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO
                  SUBJECT TO THE TERMS AND CONDITIONS OF AN AMENDED AND RESTATED
                  REGISTRATION RIGHTS AGREEMENT DATED AS OF FEBRUARY __, 2000,
                  AMONG OPUS360 CORPORATION AND CERTAIN SECURITYHOLDERS OF SUCH
                  COMPANY, AS THE SAME MAY BE AMENDED, SUPPLEMENTED OR OTHERWISE
                  MODIFIED AND IN EFFECT FROM TIME TO TIME. COPIES OF SUCH
                  AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE
                  BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE


                                       18
<PAGE>

                  SECRETARY OF SUCH COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICE."

            The Corporation agrees to remove the legend set forth in this
Section 13(a) from a certificate representing securities issued by the
Corporation if such securities are sold pursuant to an effective registration
statement under the Securities Act or there is delivered to the Corporation an
opinion of nationally recognized counsel experienced in such matters in form and
substance reasonably satisfactory to the Corporation that the securities
represented thereby need no longer be subject to restrictions on resale under
the Securities Act.

            (b) Each Pre-IPO Securityholder consents to the Corporation making a
notation on its records and giving instructions to any transfer agent of such
Pre-IPO Securityholder's Restricted Securities in order to implement the
restrictions on transfer established in this Section 13.

      14. Mergers, Etc.

            The Corporation shall not, directly or indirectly, enter into any
merger, consolidation or reorganization in which the Corporation shall not be
the surviving corporation unless the surviving corporation shall, prior to such
merger, consolidation or reorganization, agree in writing to assume the
obligations of the Corporation under this Agreement, and for that purpose
references hereunder to "Registrable Shares" shall be deemed to include the
shares of common stock, if any, that holders of Registrable Shares would be
entitled to receive in exchange for Common Stock under any such merger,
consolidation or reorganization; provided, however, that, to the extent holders
of Registrable Shares receive securities that are by their terms convertible
into shares of common stock of the issuer thereof, then only such shares of
common stock as are issued or issuable upon conversion of said convertible
securities shall be included within the definition of "Registrable Shares."

      15. Nominees for Beneficial Owners.

            If Registrable Shares are held by a nominee for the beneficial owner
thereof, the beneficial owner thereof may, at its option, be treated as the
holder of such Registrable Shares for purposes of any request or other action by
any holder or holders of Registrable Shares pursuant to this Agreement (or any
determination of any number of percentage of shares constituting Registrable
Shares held by any holder or holders of Registrable Shares contemplated by this
Agreement); provided, however, that the Corporation shall have received
assurances reasonably satisfactory to it of such beneficial ownership.

      16. No Conflict of Rights.

            The Corporation shall not, after the date hereof, grant any
registration rights which conflict with the registration rights granted hereby.

      17. Termination.


                                       19
<PAGE>

            This Agreement shall terminate and be of no further force or effect
when there shall no longer be any Pre-IPO Registrable Shares or Additional
Registrable Shares outstanding, provided, however, that Section 7 and Section 8
shall survive the termination of this Agreement.

      18. Successors and Assigns.

            This Agreement shall bind and inure to the benefit of the
Corporation and the Pre-IPO Securityholders and, subject to Section 19, the
respective successors and assigns of the Corporation and the Pre-IPO
Securityholders.

      19. Assignment.

            Each Pre-IPO Securityholder may sell, assign or otherwise transfer
its rights hereunder to any purchaser, assignee or other transferee of the
Pre-IPO Registrable Shares of such Pre-IPO Securityholder; provided, however,
that any such purchaser, assignee or other transferee, if not already a party to
this Agreement, shall, as a condition to the effectiveness of such sale,
assignment or other transfer, be required to execute a written joinder to this
Agreement agreeing to be treated as a Pre-IPO Securityholder under this
Agreement, and to be bound by and comply with all of the applicable terms and
provisions hereof, whereupon such purchaser, assignee or transferee shall have
the benefits of, and shall be subject to the restrictions contained in, this
Agreement as if such purchaser or transferee was originally a Pre-IPO
Securityholder and had originally been a party hereto.

      20. Notices.

            All notices, requests, demands, claims, consents or other
communications that are given or made hereunder to any party hereto shall be in
writing and shall be given or made by physical delivery, U.S. mail (registered
or certified mail, postage prepaid, return receipt requested) or overnight
courier or by transmission by facsimile or electronic mail to such party at its,
his or her address (or facsimile number or electronic mail address) set forth
below, or such other address (or facsimile number or electronic mail address) as
shall have been specified by like notice by such party:

                  (i)   if to the Corporation, to

                        Opus360 Corporation
                        733 Third Avenue, 17th Floor
                        New York, NY  10017
                        Attention: Richard McCann, Chief Financial Officer
                        Telephone: (212) 301-2218
                        Facsimile: (212) 301-2842
                        E-Mail: rmccann@opus360.com


                                       20
<PAGE>

                        with a copy (which shall not constitute notice) to:

                        O'Sullivan Graev & Karabell, LLP
                        30 Rockefeller Plaza
                        New York, NY 10112
                        Attention: John J. Suydam, Esq.
                        Telephone: (212) 408-2400
                        Facsimile: (212) 728-5950
                        E-Mail: jjs@ogk.com

                  (ii)  if to any Pre-IPO Securityholder, to such Pre-IPO
                        Securityholder at the address set forth on Schedule I
                        immediately below the name of such Pre-IPO
                        Securityholder.

            Each such notice, demand or other communication hereunder shall be
effective upon receipt in the case of physical delivery or overnight courier,
upon confirmation of receipt by or on behalf of the addressee in the case of
transmission by facsimile or electronic mail if received prior to 5:00 p.m. New
York City time, and, if received after 5:00 p.m., on the date after such
confirmation, and three (3) days after deposit in the U.S. mails in the case of
mailing.

      21. Entire Agreement.

            Effective upon the execution of this Agreement by the Corporation
and those Pre-IPO Securityholders with the requisite power and authority to
amend and restate the Original Registration Rights Agreement pursuant to the
terms of Section 19 thereof, this Agreement shall amend and restate the Original
Registration Rights Agreement in its entirety, and this Agreement shall contain
the sole and entire agreement among the Corporation and the Pre-IPO
Securityholders with respect to the subject matter hereof and thereof and shall
supersede all prior or contemporaneous arrangements or understandings with
respect hereto or thereto, and the Corporation and the Pre-IPO Securityholders
shall forever release, waive and disclaim any and all rights thereunder.

      22. Amendment.

            The terms and provisions of this Agreement may not be modified or
amended, nor may any provision be waived, except pursuant to a writing signed by
(i) the Corporation, (ii) the Pre-IPO Securityholders who or which hold in the
aggregate Pre-IPO Registrable Shares that constitute in excess of 50% of all of
the Initial Common Shares, (iii) the Pre-IPO Securityholders who or which hold
in the aggregate Pre-IPO Registrable Shares that constitute in excess of 50% of
all of the Series A Conversion Shares, and (iv) the Pre-IPO Securityholders who
or which hold in the aggregate Pre-IPO Registrable Shares that constitute in
excess of 50% of all of the Series B Conversion Shares; provided, however, that
no such written consent shall be required for the amendment of Schedule I solely
to reflect the name and address of any new Pre-IPO Securityholder who has become
a party to this Agreement in accordance with the terms and conditions hereof. No
waiver by any party hereto of any default, misrepresentation, or breach of
warranty or covenant hereunder, whether intentional or not, shall be deemed to
extend to any prior or subsequent default, misrepresentation, or breach of
warranty or covenant hereunder or


                                       21
<PAGE>

affect in any way any rights arising by virtue of any prior or subsequent such
occurrence. Each holder of any Restricted Securities outstanding at or after the
time of any modification or amendment of, or waiver of any provisions of this
Agreement, shall be bound by any consent authorized by this Section 22, whether
or not such Restricted Securities shall have been marked to indicate such
consent.

      23. Severability.

            It is the desire and intent of the parties hereto that the
provisions of this Agreement be enforced to the fullest extent permissible under
the Laws and public policies applied in each jurisdiction in which enforcement
is sought. Accordingly, if any particular provision of this Agreement shall be
adjudicated by a court of competent jurisdiction to be invalid, prohibited or
unenforceable for any reason, such provision, as to such jurisdiction, shall be
ineffective, without invalidating the remaining provisions of this Agreement or
affecting the validity or enforceability of this Agreement or affecting the
validity or enforceability of such provision in any other jurisdiction.
Notwithstanding the foregoing, if such provision could be more narrowly drawn so
as not to be invalid, prohibited or unenforceable in such jurisdiction, it
shall, as to such jurisdiction, be so narrowly drawn, without invalidating the
remaining provisions of this Agreement or affecting the validity or
enforceability of such provision in any other jurisdiction.

      24. Counterparts; Facsimile Signatures.

            This Agreement may be executed in any number of counterparts, and
each such counterpart shall be deemed to be an original instrument, but all such
counterparts together shall constitute but one agreement. This Agreement and
each other agreement or instrument entered into in connection herewith or
contemplated hereby, and any amendments hereto or thereto, to the extent signed
and delivered by means of a facsimile machine, shall be treated in all manner
and respects as an original agreement or instrument and shall be considered to
have the same binding legal effect as if it were the original signed version
thereof delivered in person. At the request of any party hereto or to any such
agreement or instrument, each other party hereto or thereto shall reexecute
original forms thereof and deliver them to all other parties.

      25. Governing Law.

            THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK WITHOUT REGARD TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF.

      26. Interpretation; Construction.

            The headings contained in this Agreement and in the table of
contents to this Agreement are for convenience of reference only and shall not
govern or affect in any way the meaning or interpretation of any of the terms or
provisions of this Agreement. Except when the context requires otherwise, any
reference in this Agreement to any Section, clause or Schedule shall be to the
Sections and clauses of, and Schedules to, this Agreement. The words "include,"
"includes" and "including" are deemed to be followed by the phrase "without
limitation." Any reference to the masculine, feminine or neuter gender shall
include such other genders and any


                                       22
<PAGE>

reference to the singular or plural shall include the other, in each case unless
the context otherwise requires. Schedule I annexed hereto is hereby incorporated
in and made a part of this Agreement as if set forth in full herein. Where
specific language is used to clarify by example a general statement contained
herein, such specific language shall not be deemed to modify, limit or restrict
in any manner the construction of the general statement to which it relates. The
language used in this Agreement has been chosen by the parties to express their
mutual intent, and no rule of strict construction shall be applied against any
party.

      27. Waiver of Jury Trial.

            EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ITS, HIS OR HER
RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT
OF THIS AGREEMENT OR ANY DEALINGS BETWEEN THE PARTIES HERETO RELATING TO THE
SUJBECT MATTER HEREOF.

      28. Attorney's Fees.

            If any legal action or any arbitration or other proceeding is
brought for the enforcement of this Agreement, or because of an alleged dispute,
breach, default or misrepresentation in connection with any of the provisions of
this Agreement, the successful or prevailing party or parties shall be entitled
to recover such reasonable attorneys fees and other costs incurred in that
action or proceeding, in addition to any other relief to which it or they may be
entitled, as may be ordered in connection with such proceeding.

                                    * * * * *


                                       23
<PAGE>

            IN WITNESS WHEREOF, the parties hereto have duly executed this
Amended and Restated Registration Rights Agreement as of the date first written
above.

                                             OPUS360 CORPORATION


                                             By:________________________________
                                                Name:
                                                Title:

<PAGE>

            IN WITNESS WHEREOF, the parties hereto have duly executed this
Amended and Restated Registration Rights Agreement as of the date first written
above.


                                    ANTARES INVESTMENTS PARTNERS

                                    By:_________________________________________
                                       Name:
                                       Title:


                                    APPLEGREEN PARTNERS

                                    By:_________________________________________
                                       Name:
                                       Title:


                                    ARISTA CAPITAL PARTNERS, LP

                                    BY:  ARISTA CAPITAL MANAGEMENT LLC,
                                         A DELAWARE LIMITED LIABILITY COMPANY

                                    By:_________________________________________
                                       Name:
                                       Title:


                                    ARKAP PARTNERS, LP

                                    By:_________________________________________
                                       Name:
                                       Title:

                                    ____________________________________________
                                    Eric Aroesty

                                    ____________________________________________
                                    Matthew Arpano

<PAGE>

            IN WITNESS WHEREOF, the parties hereto have duly executed this
Amended and Restated Registration Rights Agreement on the date first written
above.


                                    ARTHUR SACHS INSURANCE AGENCY, INC.
                                    RETIREMENT PLAN F/B/O ARTHUR SACHS

                                    By:_________________________________________
                                       Name:
                                       Title:

                                    ____________________________________________
                                    William Bahr


                                    BANCBOSTON VENTURES

                                    By:_________________________________________
                                       Name:
                                       Title:


                                    BCIP ASSOCIATES II

                                    By:_________________________________________
                                       Name:
                                       Title:


                                    BLACK MARLIN INVESTMENTS, LLC

                                    By:_________________________________________
                                       Name:
                                       Title:

                                    ____________________________________________
                                    Alexander L. Bolen

<PAGE>

            IN WITNESS WHEREOF, the parties hereto have duly executed this
Amended and Restated Registration Rights Agreement as of the date first written
above.

                             HEATHER MARIE BOOSE TRUST 30


                             By:________________________________________________
                                Name:
                               Title:

                             SUSAN BROWN & GREG BROWN,
                             AS JOINT TENANTS WITH RIGHT OF
                             SURVIVORSHIP


                             ___________________________________________________
                             Susan Brown, as joint tenant with right of
                             survivorship


                             ___________________________________________________
                             Greg Brown, joint tenant with right of survivorship


                             ___________________________________________________
                             Jeff Buckalew


                             ___________________________________________________
                             V.M. Buckalew


                             ___________________________________________________
                             Marco Cardamone


                             ___________________________________________________
                             Ric Calvillo, Jr.

<PAGE>

            IN WITNESS WHEREOF, the parties hereto have duly executed this
Amended and Restated Registration Rights Agreement on the date first written
above.

                                    CAMBRIDGE TECHNOLOGY CAPITAL
                                      FUND I L.P.

                                    BY: CAMBRIDGE TECHNOLOGY GPLP, L.P.

                                    BY: CAMBRIDGE TECHNOLOGY CGP, INC.


                                    By:_________________________________________
                                       Name:
                                       Title:


                                    ____________________________________________
                                    Carlos Cashman


                                    ____________________________________________
                                    Gerald Cashman, Sr.


                                    CDI CORPORATION

                                    By:_________________________________________
                                       Name:
                                       Title:

                                    ____________________________________________
                                    Robert I. Choi


                                    COMPUCOM SYSTEMS, INC.

                                    By:_________________________________________
                                       Name:
                                       Title:

<PAGE>

            IN WITNESS WHEREOF, the parties hereto have duly executed this
Amended and Restated Registration Rights Agreement on the date first written
above.


                                    CROSSPOINT VENTURE PARTNERS

                                    By:_________________________________________
                                       Name:
                                       Title:


                                    CROSSPOINT VENTURE PARTNERS 1997, L.P.

                                    By:_________________________________________
                                       Name:
                                       Title:


                                    CROSSPOINT VENTURE PARTNERS LS 1999, L.P.

                                    By:_________________________________________
                                       Name:
                                       Title:

                                    ____________________________________________
                                    Frank Cutler


                                    DALEWOOD ASSOCIATES, L.P.

                                    BY:  DALEWOOD ASSOCIATES, INC.

                                    By:_________________________________________
                                       Name:
                                       Title:

                                    ____________________________________________
                                    James P. Deccio

<PAGE>

            IN WITNESS WHEREOF, the parties hereto have duly executed this
Amended and Restated Registration Rights Agreement on the date first written
above.


                                    ____________________________________________
                                    Adam Dell


                                    ____________________________________________
                                    Steven J. Dell, M.D.


                                    ____________________________________________
                                    John Drew


                                    ____________________________________________
                                    Jonathan D. Eilian


                                    ____________________________________________
                                    Barry Fingerhut


                                    ____________________________________________
                                    Stephen Finkel


                                    ____________________________________________
                                    Michael Finkelstein


                                    ____________________________________________
                                    Jake Foley III


                                    ____________________________________________
                                    Hadley Ford


                                    ARNOLD FRIEDMAN TRUST

                                    By:_________________________________________
                                       Name:
                                       Title:

<PAGE>

            IN WITNESS WHEREOF, the parties hereto have duly executed this
Amended and Restated Registration Rights Agreement on the date first written
above.

                                    G&R PARTNERSHIP, LP

                                    By:_________________________________________
                                       Name:
                                       Title:


                                    ____________________________________________
                                    John Gallagher


                                    ____________________________________________
                                    Eric Gertler


                                    ____________________________________________
                                    James S. Gertler


                                    ____________________________________________
                                    Bruce Gilpin


                                    ____________________________________________
                                    Robert Gladstone


                                    GREENHILL O360 HOLDINGS, LLC

                                    By:_________________________________________
                                       Name:
                                       Title:


                                    PAUL & TROY GREGORY,
                                    JOINT TENANTS

                                    ____________________________________________
                                    Paul Gregory, as Joint Tenant

<PAGE>

            IN WITNESS WHEREOF, the parties hereto have duly executed this
Amended and Restated Registration Rights Agreement on the date first written
above.


                                    ____________________________________________
                                    Troy Gregory, as Joint Tenant


                                    ____________________________________________
                                    Ron Gutfleish


                                    ____________________________________________
                                    Ron Hoffner


                                    ____________________________________________
                                    Ari Horowitz

                                    LEONARD & JANET HOROWITZ,
                                    JOINT TENANTS


                                    ____________________________________________
                                    Leonard Horowitz, as Joint Tenant


                                    ____________________________________________
                                    Janet Horowitz, as Joint Tenant


                                    ____________________________________________
                                    Ruthanne Iselin

                                    JAL, LLC


                                    By:_________________________________________
                                       Name:
                                       Title:


                                    ____________________________________________
                                    Rick Juarez

<PAGE>

            IN WITNESS WHEREOF, the parties hereto have duly executed this
Amended and Restated Registration Rights Agreement on the date first written
above.


                                    ____________________________________________
                                    Scott Kabak


                                    ____________________________________________
                                    Harvey Klein, M.D.


                                    ____________________________________________
                                    Michael S. Kramer


                                    ____________________________________________
                                    Shawn Kreloff


                                    ____________________________________________
                                    Alex Lapins


                                    ____________________________________________
                                    Tony Lechich


                                    ____________________________________________
                                    Seth Lieber


                                    ____________________________________________
                                    Irwin Lieber


                                    ____________________________________________
                                    Jonathan Lieber

<PAGE>

            IN WITNESS WHEREOF, the parties hereto have duly executed this
Amended and Restated Registration Rights Agreement on the date first written
above.

                                    MSD PORTFOLIO, L.P. INVESTMENTS
                                    BY:  MSD CAPITAL, L.P., ITS GENERAL
                                         PARTNER

                                    By:_________________________________________
                                       Name:
                                       Title:


                                    ____________________________________________
                                    Burt Manning


                                    ____________________________________________
                                    Andrew Marshak


                                    ____________________________________________
                                    Daisy McCann


                                    ____________________________________________
                                    Hugh McCann, Jr.


                                    ____________________________________________
                                    Richard McCann


                                    ____________________________________________
                                    Thomas McCann

                                    TOM MCCANN - IRA CIBC WORLD MARKETS CORP.,
                                    AS CUSTODIAN


                                    By:_________________________________________
                                        Thomas McCann


                                    ____________________________________________
                                    Raj Mehra
<PAGE>

            IN WITNESS WHEREOF, the parties hereto have duly executed this
Amended and Restated Registration Rights Agreement on the date first written
above.


                                    ____________________________________________
                                    Doug Mellinger


                                    ____________________________________________
                                    Michael A. Monteleone


                                    ____________________________________________
                                    Michael J. Murray


                                    ____________________________________________
                                    David M. Nussbaum


                                    ODEON CAPITAL PARTNERS

                                    By:_________________________________________
                                       Name:
                                       Title:


                                    OPUS FRIENDS, LLC

                                    By:_________________________________________
                                       Shary Moalemzadeh
                                       Partner

                                    ____________________________________________
                                    Lonny J. Orona


                                    O'SULLIVAN GRAEV & KARABELL, LLP
                                    PROFIT SHARING PLAN

                                    By:_________________________________________
                                       Name:
                                       Title:
<PAGE>

            IN WITNESS WHEREOF, the parties hereto have duly executed this
Amended and Restated Registration Rights Agreement on the date first written
above.


                                    ____________________________________________
                                    Eli Oxenhorn


                                    PENNSYLVANIA EARLY STAGE PARTNERS, L.P.

                                    BY: PENNSYLVANIA EARLY STAGE PARTNERS GP,
                                        L.L.C., ITS GENERAL PARTNER

                                    By:_________________________________________
                                       Name:
                                       Title:


                                    ____________________________________________
                                    Robert M. Pillar


                                    ____________________________________________
                                    John G. Popp


                                    ____________________________________________
                                    Brett Prager


                                    RECKSON SERVICE INDUSTRIES, INC.

                                    By:_________________________________________
                                       Name:
                                       Title:

<PAGE>

            IN WITNESS WHEREOF, the parties hereto have duly executed this
Amended and Restated Registration Rights Agreement on the date first written
above.

                                    RH CAPITAL ASSOCIATES NUMBER
                                    ONE, L.P.


                                    BY: RH CAPITAL ASSOCIATES LLC,
                                        ITS GENERAL PARTNER

                                    By:_________________________________________
                                       Name:
                                       Title:

                                    ____________________________________________
                                    Ennis Rimawi


                                    THE ROMAN ARCH FUND, L.P.

                                    By:_________________________________________
                                       Name:
                                       Title:


                                    THE ROMAN ARCH FUND II L.P.

                                    By:_________________________________________
                                       Name:
                                       Title:


                                    ____________________________________________
                                    Brian Roberts


                                    ____________________________________________
                                    Sanford R. Robertson

<PAGE>

            IN WITNESS WHEREOF, the parties hereto have duly executed this
Amended and Restated Registration Rights Agreement on the date first written
above.


                                    RSA VENTURES

                                    By:_________________________________________
                                       Name:
                                       Title:


                                    RT PARTNERS

                                    By:_________________________________________
                                       Name:
                                       Title:


                                    ____________________________________________
                                    Barry Rubenstein


                                    ____________________________________________
                                    Fred Ryan


                                    SAFEGUARD 99 CAPITAL L.P.,
                                       a Delaware limited partnership

                                    By:_________________________________________
                                       Name:
                                       Title:


                                    ____________________________________________
                                    January Sarasohn


                                    ____________________________________________
                                    Anthony Schmitz


                                    ____________________________________________
                                    Barry Schwartz

<PAGE>

            IN WITNESS WHEREOF, the parties hereto have duly executed this
Amended and Restated Registration Rights Agreement on the date first written
above.


                                    SENECA VENTURES

                                    By:_________________________________________
                                       Name:
                                       Title:


                                    SI VENTURE ASSOCIATES, LLC

                                    By:_________________________________________
                                       Name:
                                       Title:


                                    SILICON VALLEY BANK

                                    By:_________________________________________
                                       Name:
                                       Title:


                                    ____________________________________________
                                    Nicholas F. Smith


                                    ____________________________________________
                                    Gene Spence

                                    JAMES L. SULLIVAN & MARY ELLEN
                                    SUNLAN SULLIVAN, JOINT TENANTS


                                    ____________________________________________
                                    James L. Sullivan, as Joint Tenant


                                    ____________________________________________
                                    Mary Ellen Sunlan Sullivan, as Joint Tenant

<PAGE>

            IN WITNESS WHEREOF, the parties hereto have duly executed this
Amended and Restated Registration Rights Agreement on the date first written
above.


                                    ____________________________________________
                                    Ben Taylor


                                    ____________________________________________
                                    Peter Teed


                                    ____________________________________________
                                    J. Robert Tolchin


                                    ____________________________________________
                                    Scott Tolchin


                                    ____________________________________________
                                    Stuart Topkis


                                    TREISTMAN PARTNERS

                                    By:_________________________________________
                                       Name:
                                       Title:


                                    ____________________________________________
                                    Wayne Tsuchitani


                                    USWEB/CKS CORPORATION

                                    By:_________________________________________
                                       Name:
                                       Title:


                                    VERMEER INVESTMENTS, LLC

                                    By:_________________________________________
                                       Name:
                                       Title:

<PAGE>

            IN WITNESS WHEREOF, the parties hereto have duly executed this
Amended and Restated Registration Rights Agreement on the date first written
above.

                                    ____________________________________________
                                    Philip Waterman, Jr.


                                    JONATHAN SCOTT WEISS TRUST 30

                                    By:_________________________________________
                                       Name:
                                       Title:


                                    MICHAEL DAVID WEISS TRUST 30

                                    By:_________________________________________
                                       Name:
                                       Title:


                                    NATHALIE C. WEISS TRUST 30

                                    By:_________________________________________
                                       Name:
                                       Title:


                                    RACHEL WEISS & GREG WEISS,
                                    JOINT TENANTS

                                    ____________________________________________
                                    Rachel Weiss, as Joint Tenant

                                    ____________________________________________
                                    Greg Weiss, as Joint Tenant

<PAGE>

            IN WITNESS WHEREOF, the parties hereto have duly executed this
Amended and Restated Registration Rights Agreement on the date first written
above.

                                    WESTBURY EQUITY PARTNERS, L.P.


                                    BY: JG FOGG & CO., INC. ITS GENERAL PARTNER

                                    By:_________________________________________
                                       Name:
                                       Title:


                                    WHEATLEY FOREIGN PARTNERS, L.P.

                                    BY:  WHEATLEY PARTNERS, LLC,
                                         ITS GENERAL PARTNER

                                    By:_________________________________________
                                       Name:
                                       Title:


                                    WHEATLEY PARTNERS, L.P.

                                    BY: WHEATLEY PARTNERS, LLC,
                                        ITS GENERAL PARTNER

                                    By:_________________________________________
                                       Name:
                                       Title:


                                    WOODLAND VENTURE FUND

                                    By:_________________________________________
                                       Name:
                                       Title:

                                    ____________________________________________
                                    Sanford Yosowitz

<PAGE>

            IN WITNESS WHEREOF, the parties hereto have duly executed this
Amended and Restated Registration Rights Agreement on the date first written
above.


                                    ____________________________________________
                                    Andy Zimmerman


                                    ____________________________________________
                                    Mortimer Zuckerman

<PAGE>

                                                                      SCHEDULE I

                             Pre-IPO Securityholders