<PAGE>


                                                                    EXHIBIT 4.2


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




                           SECOND AMENDED AND RESTATED
                          REGISTRATION RIGHTS AGREEMENT

                                      among

                               CRITICAL PATH, INC.

                       GENERAL ATLANTIC PARTNERS 74, L.P.,

                       GAP COINVESTMENT PARTNERS II, L.P.,

                                  GAPSTAR, LLC,

                               GAPCO GMBH & CO. KG

                                       and

                         THE OTHER PARTIES LISTED HEREIN

                                   ----------

                             Dated: January 16, 2004

                                   ----------



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

<PAGE>



                                TABLE OF CONTENTS

<Table>
<Caption>

                                                                                                        Page
                                                                                                        ----
<S>      <C>                                                                                            <C>
1.       Definitions.....................................................................................2

2.       General; Securities Subject to this Agreement...................................................6
         (a)      Grant of Rights........................................................................6
         (b)      Registrable Securities.................................................................6
         (c)      Holders of Registrable Securities......................................................6

3.       Demand Registration.............................................................................7
         (a)      Request for Demand Registration........................................................7
         (b)      Incidental or "Piggy-Back" Rights with Respect to a Demand Registration................7
         (c)      Effective Demand Registration..........................................................8
         (d)      Expenses...............................................................................8
         (e)      Underwriting Procedures................................................................8
         (f)      Selection of Underwriters..............................................................9

4.       Incidental or "Piggy-Back" Registration.........................................................9
         (a)      Request for Incidental Registration....................................................9
         (b)      Expenses..............................................................................10

5.       Holdback Agreements............................................................................10
         (a)      Restrictions on Public Sale by Designated Holders.....................................10
         (b)      Restrictions on Public Sale by the Company............................................11

6.       Registration Procedures........................................................................11
         (a)      Obligations of the Company............................................................11
         (b)      Seller Information....................................................................14
         (c)      Notice to Discontinue.................................................................14
         (d)      Registration Expenses.................................................................14

7.       Indemnification; Contribution..................................................................15
         (a)      Indemnification by the Company........................................................15
         (b)      Indemnification by Designated Holders.................................................15
         (c)      Conduct of Indemnification Proceedings................................................16
         (d)      Contribution..........................................................................16

8.       Rule 144.......................................................................................17

9.       Miscellaneous..................................................................................17
         (a)      Recapitalizations, Exchanges, etc.....................................................17
         (b)      No Inconsistent Agreements............................................................17
         (c)      Remedies..............................................................................17
         (d)      Amendments and Waivers................................................................18
         (e)      Notices...............................................................................18
         (f)      Successors and Assigns; Third Party Beneficiaries.....................................20
</Table>

                                       i

<PAGE>



<Table>
<Caption>

                                                                                                        Page
                                                                                                        ----
<S>      <C>                                                                                            <C>
         (g)      Counterparts..........................................................................20
         (h)      Headings..............................................................................21
         (i)      Governing Law.........................................................................21
         (j)      Severability..........................................................................21
         (k)      Rules of Construction.................................................................21
         (l)      Entire Agreement......................................................................21
         (m)      Further Assurances....................................................................21
         (n)      Other Agreements......................................................................21
         (o)      Effective Date and Termination........................................................21
</Table>

                                       ii

<PAGE>



                           SECOND AMENDED AND RESTATED
                          REGISTRATION RIGHTS AGREEMENT

         SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, dated
January 16, 2004 (this "Agreement"), among Critical Path, Inc., a California
corporation (the "Company"), General Atlantic Partners 74, L.P., a Delaware
limited partnership ("GAP LP"), GAP Coinvestment Partners II, L.P., a Delaware
limited partnership ("GAP Coinvestment"), GapStar, LLC, a Delaware limited
liability company ("GapStar"), GAPCO GmbH & Co. KG, a German limited partnership
("GmbH Coinvestment"), Cenwell Limited ("Cenwell"), Campina Enterprises Limited
("Campina"), Great Affluent Limited ("Great Affluent"), Dragonfield Limited
("Dragonfield"), Lion Cosmos Limited ("Lion Cosmos"), Vectis CP Holdings, LLC, a
Delaware limited liability company ("Vectis"), Permal U.S. Opportunities Limited
("Permal"), Zaxis Equity Neutral, L.P. ("Zaxis Equity"), Zaxis Institutional
Partners, L.P. ("Zaxis Institutional"), Zaxis Offshore Limited ("Zaxis
Offshore"), Zaxis Partners, L.P. ("Zaxis Partners and collectively with Permal,
Zaxis Equity, Zaxis Institutional and Zaxis Offshore, "Apex Capital"), Passport
Master Fund, L.P. ("Passport Capital"),

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

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

         WHEREAS, pursuant to the Convertible Note Purchase Agreement, dated
January 16, 2004, among the Company, Apex Capital and Passport Capital (the
"Apex Note Purchase Agreement"), (i) the Company has issued and sold to Apex
Capital and Passport Capital


<PAGE>


convertible promissory notes (the "Apex Notes" and, together with the GA Notes,
the "Notes") which are convertible into shares of Series E Preferred Stock; and

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


                                       2
<PAGE>




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

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

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

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

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

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

                  "Conversion" has the meaning set forth in the Apex Note
Purchase Agreement.

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

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

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


                                       3
<PAGE>


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


                                       4
<PAGE>


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

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

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

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

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

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

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

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

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

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

                  "Registrable Securities" means each of the following: (a) any
and all shares of Common Stock issued or issuable upon conversion of shares of
Series D Preferred Stock or exercise of the Warrants, and, subject to
Stockholder Approval, any and all shares of Common Stock issued or issuable upon
conversion of shares of Series E Preferred Stock, (b) if the Subsequent Closing
does not occur by April 30, 2004, the shares of Common Stock issued upon
conversion of the Apex Notes, (c) any other shares of Common Stock acquired or
owned by any of the Designated Holders after the date hereof if such Designated
Holder is an Affiliate of the Company and (d) any shares of Common Stock issued
or issuable to any of the Designated Holders with respect to the Registrable
Securities by way of stock dividend or stock split or in connection with a
combination of shares, recapitalization, merger, consolidation or other
reorganization or otherwise and any shares of Common Stock or voting common
stock issuable upon conversion, exercise or exchange thereof.

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

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

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

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


                                       5
<PAGE>
                  "Series D Preferred Stock" has the meaning set forth in the
recitals to this Agreement.

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

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

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

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

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

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

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

         2. General; Securities Subject to this Agreement.

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

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

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


                                       6
<PAGE>


Registrable Securities issuable upon exercise of an option or upon conversion of
another security shall be deemed outstanding for the purposes of this Agreement.

         3. Demand Registration.

                  (a) Request for Demand Registration. At any time after the
earliest of (i) the expiration or consummation of the exercise of the right of
the General Atlantic Stockholders and the Coinvestor Stockholders (or their
respective permitted transferees) to subscribe for those shares of Series E
Preferred Stock offered in the Rights Offering but not acquired by holders of
shares of the Company's Common Stock, (ii) the termination of the Rights
Offering and (iii) April 30, 2004, if the Conversion and Exchange and the
Conversion have not occurred on or prior to such date, each of (A) the General
Atlantic Stockholders, (B) the Coinvestor Stockholders and (C) Apex Capital (the
"Initiating Holders"), may each make a written request to the Company to
register, and the Company shall register, under the Securities Act and on an
appropriate registration statement form as reasonably determined by the Company
and approved by the Initiating Holders (a "Demand Registration"), the number of
Registrable Securities stated in such request; provided, however, that the
Company shall not be obligated to effect more than one such Demand Registration
for the General Atlantic Stockholders (subject to Section 3(e)(ii) below), more
than one such Demand Registration for the Coinvestor Stockholders (subject to
Section 3(e)(ii) below) and more than one such Demand Registration for the Apex
Stockholders (subject to Section 3(e)(ii) below). If following receipt of a
written request for a Demand Registration the Board of Directors, in its good
faith judgment, determines that any registration of Registrable Securities
should not be made or continued because it would materially interfere with any
material financing, acquisition, corporate reorganization or merger or other
material transaction involving the Company (a "Valid Business Reason"), the
Company may (x) postpone filing a Registration Statement relating to a Demand
Registration until such Valid Business Reason no longer exists, but in no event
for more than ninety (90) days, and (y) in case a Registration Statement has
been filed relating to a Demand Registration, if the Valid Business Reason has
not resulted from actions taken by the Company, the Company, upon the approval
of a majority of the Board of Directors, such majority to include at least one
Director appointed by the General Atlantic Stockholders, may cause such
Registration Statement to be withdrawn and its effectiveness terminated or may
postpone amending or supplementing such Registration Statement. The Company
shall give written notice of its determination to postpone or withdraw a
Registration Statement and of the fact that the Valid Business Reason for such
postponement or withdrawal no longer exists, in each case, promptly after the
occurrence thereof. Notwithstanding anything to the contrary contained herein,
the Company may not postpone or withdraw a filing under this Section 3(a) more
than once in any twelve (12) month period. Each request for a Demand
Registration by the Initiating Holders shall state the amount of the Registrable
Securities proposed to be sold and the intended method of disposition thereof.

                  (b) Incidental or "Piggy-Back" Rights with Respect to a Demand
Registration. Each of the Designated Holders (other than Initiating Holders
which have requested a registration under Section 3(a)) may offer its or his
Registrable Securities under any Demand Registration pursuant to this Section
3(b). Within five (5) days after the receipt of a request for a Demand
Registration from an Initiating Holder, the Company shall (i) give written
notice thereof to all of the Designated Holders (other than Initiating Holders
which have requested a registration under Section 3(a)) and (ii) subject to
Section 3(e), include in such registration all of


                                       7
<PAGE>


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

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

                  (d) Expenses. The Company shall pay all Registration Expenses
in connection with a Demand Registration, whether or not such Demand
Registration becomes effective, except for an underwritten Demand Registration
pursuant to Section 3(e)(i)(y) below, as to which each participating Designated
Holder shall bear its pro rata portion of expenses based on the number of shares
of Common Stock registered pursuant thereto.

                  (e) Underwriting Procedures.

                           (i) If (x) any of the Initiating Holders so elects
for itself or (y) with respect to any given trading day, a Designated Holder
proposes to sell or dispose of more than the Daily Trade Amount and the
Company's board of directors determines in good faith that it is necessary for
an orderly distribution to be made pursuant to a firm commitment underwritten


                                       8
<PAGE>


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

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

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

         4. Incidental or "Piggy-Back" Registration.

                  (a) Request for Incidental Registration. If at any time the
Company proposes to file a Registration Statement under the Securities Act with
respect to an offering by the Company for its own account (other than a
Registration Statement on Form S-4 or S-8 or any successor thereto) or for the
account of any stockholder of the Company other than the Designated Holders,
then the Company shall give written notice of such proposed filing to each of
the Designated Holders at least twenty (20) days before the anticipated filing
date, and such notice shall describe the proposed registration and distribution
and offer such Designated Holders the opportunity to register the number of
Registrable Securities as each such Designated


                                       9
<PAGE>


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

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

         5. Holdback Agreements.

                  (a) Restrictions on Public Sale by Designated Holders. To the
extent (i) requested (A) by the Company or the Initiating Holders, as the case
may be, in the case of a non-underwritten public offering and (B) by the
Approved Underwriter or the Company Underwriter, as the case may be, in the case
of an underwritten public offering and (ii) all of the Company's officers,
directors and holders in excess of one percent (1%) of its outstanding capital
stock execute agreements identical to those referred to in this Section 5(a),
each Designated Holder agrees (x) not to effect any public sale or distribution
of any Registrable Securities or of any securities convertible into or
exchangeable or exercisable for such Registrable Securities, including a sale
pursuant to Rule 144 under the Securities Act, or offer to sell, contract to
sell (including without limitation any short sale), grant any option to purchase
or enter into any hedging or similar transaction with the same economic effect
as a public sale any Registrable Securities and (y) not to make any request for
a Demand Registration under this Agreement, during the ninety (90) day period or
such shorter period, if any, mutually agreed upon by such Designated Holder and
the requesting party beginning on the effective date of the Registration
Statement (except as part of such registration) for such public offering. No
Designated Holder of Registrable Securities subject to this Section 5(a) shall
be released from any obligation under any agreement, arrangement or
understanding entered into pursuant to this


                                       10
<PAGE>


Section 5(a) unless all other Designated Holders of Registrable Securities
subject to the same obligation are also released. All Designated Holders of
Registrable Securities shall be automatically released from any obligations
under any agreement, arrangement or understanding entered into pursuant to this
Section 5(a) immediately upon the expiration of the 90 day period, and in any
case, on the date that is two years from the date of this Agreement.

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

         6. Registration Procedures.

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

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

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


                                       11
<PAGE>


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

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

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

                           (vi) enter into and perform customary agreements
(including an underwriting agreement containing representations, warranties,
covenants and indemnities for securities law matters and otherwise in customary
form with the Approved Underwriter or Company Underwriter, if any, selected as
provided in Section 3 or Section 4, as the case may be) and take such other
actions as are prudent and reasonably required in order to expedite or
facilitate the disposition of such Registrable Securities, including causing its
officers to participate in "road shows" and other information meetings organized
by the Approved Underwriter or Company Underwriter;

                           (vii) make available at reasonable times for
inspection by any seller of Registrable Securities, any managing underwriter
participating in any disposition of such Registrable Securities pursuant to a
Registration Statement, Holders' Counsel and any attorney, accountant or other
agent retained by any such seller or any managing underwriter (each, an
"Inspector" and collectively, the "Inspectors"), all financial and other
records, pertinent


                                       12
<PAGE>


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

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

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

                           (x) comply with all applicable rules and regulations
of the Commission, and make available to its security holders, as soon as
reasonably practicable but no later than fifteen (15) months after the effective
date of the Registration Statement, an earnings statement covering a period of
twelve (12) months beginning after the effective date of the Registration
Statement, in a manner which satisfies the provisions of Section 11(a) of the
Securities Act and Rule 158 thereunder;

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

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


                                       13
<PAGE>


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

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

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

                  (d) Registration Expenses. The Company shall pay all expenses
arising from or incident to its performance of, or compliance with, this
Agreement, including, without limitation, (i) Commission, stock exchange and
NASD registration and filing fees, (ii) all fees and expenses incurred in
complying with securities or "blue sky" laws (including reasonable fees, charges
and disbursements of counsel to any underwriter incurred in connection with
"blue sky" qualifications of the Registrable Securities as may be set forth in
any underwriting agreement), (iii) all printing, messenger and delivery expenses
and (iv) the fees, charges and expenses of counsel to the Company and of its
independent public accountants and any other accounting fees, charges and
expenses incurred by the Company (including, without limitation, any expenses
arising from any "cold comfort" letters or any special audits incident to or
required by any registration or qualification) and any reasonable legal fees,
charges and expenses incurred by one counsel for the General Atlantic
Stockholders. All of the expenses described in the preceding sentence of this
Section 6(d) are referred to herein as "Registration Expenses." The Designated
Holders of Registrable Securities sold pursuant to a Registration Statement
shall bear the expense of any underwriter's discount or commission relating to
registration and sale of such Designated Holders' Registrable Securities.


                                       14
<PAGE>


         7. Indemnification; Contribution.

                  (a) Indemnification by the Company. The Company agrees to
indemnify and hold harmless each Designated Holder, its partners, directors,
officers, affiliates and each Person who controls (within the meaning of Section
15 of the Securities Act) such Designated Holder from and against any and all
losses, claims, damages, liabilities and expenses (including reasonable costs of
investigation) (each, a "Liability" and collectively, "Liabilities"), arising
out of or based upon any untrue, or allegedly untrue, statement of a material
fact contained in any Registration Statement, prospectus or preliminary
prospectus (as amended or supplemented if the Company shall have furnished any
amendments or supplements thereto) or arising out of or based upon any omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading in the light
of the circumstances under which such statements were made, except insofar as
such Liability arises out of or is based upon any untrue statement or alleged
untrue statement or omission or alleged omission contained in such Registration
Statement, preliminary prospectus or final prospectus in reliance and in
conformity with information concerning such Designated Holder furnished in
writing to the Company by such Designated Holder expressly for use therein,
including, without limitation, the information furnished to the Company pursuant
to Section 7(b). The Company shall also provide customary indemnities to any
underwriters of the Registrable Securities, their officers, directors and
employees and each Person who controls such underwriters (within the meaning of
Section 15 of the Securities Act) to the same extent as provided above with
respect to the indemnification of the Designated Holders of Registrable
Securities.

                  (b) Indemnification by Designated Holders. In connection with
any Registration Statement in which a Designated Holder is participating
pursuant to Section 3 or Section 4 hereof, each such Designated Holder shall
promptly furnish to the Company in writing such information with respect to such
Designated Holder as the Company may reasonably request or as may be required by
law for use in connection with any such Registration Statement or prospectus and
all information required to be disclosed in order to make the information
previously furnished to the Company by such Designated Holder not materially
misleading or necessary to cause such Registration Statement not to omit a
material fact with respect to such Designated Holder necessary in order to make
the statements therein not misleading. Each Designated Holder agrees to
indemnify and hold harmless the Company, each of its directors, each of its
officers who has signed the Registration Statement, any underwriter retained by
the Company and each Person who controls the Company or such underwriter (within
the meaning of Section 15 of the Securities Act) to the same extent as the
foregoing indemnity from the Company to the Designated Holders, but only if such
statement or alleged statement or omission or alleged omission was made in
reliance upon and in conformity with information with respect to such Designated
Holder furnished in writing to the Company by such Designated Holder expressly
for use in such Registration Statement or prospectus, including, without
limitation, the information furnished to the Company pursuant to this Section
7(b); provided, however, that the total amount to be indemnified by such
Designated Holder pursuant to this Section 7(b) shall be limited to the net
proceeds (after deducting the underwriters' discounts and commissions) received
by such Designated Holder in the offering to which the Registration Statement or
prospectus relates.


                                       15
<PAGE>


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

                  (d) Contribution. If the indemnification provided for in this
Section 7 from the Indemnifying Party is unavailable to an Indemnified Party
hereunder in respect of any Liabilities referred to herein, then the
Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall
contribute to the amount paid or payable by such Indemnified Party as a result
of such Liabilities in such proportion as is appropriate to reflect the relative
fault of the Indemnifying Party and Indemnified Party in connection with the
actions which resulted in such Liabilities, as well as any other relevant
equitable considerations. The relative faults of such Indemnifying Party and
Indemnified Party shall be determined by reference to, among other things,
whether any action in question, including any untrue or alleged untrue statement
of a material fact or omission or alleged omission to state a material fact, has
been made by, or relates to information supplied by, such Indemnifying Party or
Indemnified Party, and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such action. The amount paid
or payable by a party as a result of the Liabilities referred to above shall


                                       16
<PAGE>


be deemed to include, subject to the limitations set forth in Sections 7(a),
7(b) and 7(c), any legal or other fees, charges or expenses reasonably incurred
by such party in connection with any investigation or proceeding; provided that
the total amount to be contributed by such Designated Holder shall be limited to
the net proceeds (after deducting the underwriters' discounts and commissions)
received by such Designated Holder in the offering.

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

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

         9. Miscellaneous.

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

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

                  (c) Remedies. The Designated Holders, in addition to being
entitled to exercise all rights granted by law, including recovery of damages,
shall be entitled to specific


                                       17
<PAGE>
performance of their rights under this Agreement. The Company agrees that
monetary damages would not be adequate compensation for any loss incurred by
reason of a breach by it of the provisions of this Agreement and hereby agrees
to waive in any action for specific performance the defense that a remedy at law
would be adequate.

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

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

                           (i)    if to the Company:

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

                                  with a copy to:

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

                           (ii)   if to the General Atlantic Stockholders:

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


                                       18
<PAGE>


                                  with a copy to:

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

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

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

                           (iv)   if to Cenwell:

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

                           (v)    if to Vectis:

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

                                  with a copy to:

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


                                       19
<PAGE>


                           (vi)   if to Apex Capital:

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

                           (vii)  if to Passport Capital:

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

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

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

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

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


                                       20
<PAGE>


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

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

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

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

                  (l) Entire Agreement. This Agreement is intended by the
parties as a final expression of their agreement and intended to be a complete
and exclusive statement of the agreement and understanding of the parties hereto
with respect to the subject matter contained herein. There are no restrictions,
promises, representations, warranties or undertakings with respect to the
subject matter contained herein, other than those set forth or referred to
herein. Subject to Section 9(o), upon the Subsequent Closing (as defined in the
Convertible Note Purchase and Exchange Agreement and the Apex Note Purchase
Agreement), this Agreement shall supersede all prior agreements and
understandings among the parties with respect to such subject matter.

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

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

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




                                       21
<PAGE>



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

                                CRITICAL PATH, INC.



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




      SIGNATURE PAGE TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT




<PAGE>


                                  GENERAL ATLANTIC PARTNERS 74, L.P.

                                     By:  GENERAL ATLANTIC PARTNERS, LLC,
                                          its General Partner

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



                                  GAP COINVESTMENT PARTNERS II, L.P.


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



                                  GAPSTAR, LLC

                                     By:  GENERAL ATLANTIC PARTNERS, LLC,
                                          its Managing Member

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



                                  GAPCO GMBH & CO. KG



                                     By:  GAPCO MANAGEMENT GMBH,
                                          its General Partner

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


      SIGNATURE PAGE TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

<PAGE>



                                    VECTIS CP HOLDINGS, LLC,
                                    a Delaware limited liability company

                                    By:   VECTIS GROUP, LLC
                                          its Managing Member

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

      SIGNATURE PAGE TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

<PAGE>
                                CENWELL LIMITED


                                By:
                                   -----------------------------------------
                                   Name:  Ma Lai Chee, Gerald
                                   Title:  Authorised Person

                                CAMPINA ENTERPRISES LIMITED


                                By:
                                   -----------------------------------------
                                   Name:  Ma Lai Chee, Gerald
                                   Title:  Authorised Person

                                GREAT AFFLUENT LIMITED


                                By:
                                   -----------------------------------------
                                   Name:  Ma Lai Chee, Gerald
                                   Title:  Authorised Person

                                DRAGONFIELD LIMITED


                                By:
                                   -----------------------------------------
                                   Name:  Ma Lai Chee, Gerald
                                   Title:  Authorised Person

                                LION COSMOS LIMITED


                                By:
                                   -----------------------------------------
                                   Name:  Ma Lai Chee, Gerald
                                   Title:  Authorised Person

      SIGNATURE PAGE TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

<PAGE>


                                PERMAL U.S. OPPORTUNITIES LIMITED

                                By: Apex Capital, LLC, its Authorized Investment
                                    Advisor


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

                                ZAXIS PARTNERS, L.P.

                                By: Apex Capital, LLC, its General Partner


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

                                ZAXIS EQUITY NEUTRAL, L.P.

                                By: Apex Capital, LLC, its General Partner


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

                                ZAXIS OFFSHORE LIMITED

                                By: Apex Capital, LLC, its Authorized Investment
                                    Advisor


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

                                ZAXIS INSTITUTIONAL PARTNERS, L.P.

                                By:  Apex Capital, LLC, its General Partner

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


      SIGNATURE PAGE TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

<PAGE>


                                PASSPORT MASTER FUND, LP



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


      SIGNATURE PAGE TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT