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                          SCIENTIFIC LEARNING CORPORATION

                 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

                                 DECEMBER 30, 1998


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                                  TABLE OF CONTENTS

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                                                                       PAGE
<S>                                                                    <C>
1.     GENERAL. . . . . . . .  . . . . . . . . . . . . . . . . . . . . . .1

       1.1    Definitions. . . . . . . . . . . . . . . . . . . . . . . . .1

2.     REGISTRATION; RESTRICTIONS ON TRANSFER. . . . . . . . . . . . . . .2

       2.1    Restrictions on Transfer . . . . . . . . . . . . . . . . . .2

       2.2    Demand Registration. . . . . . . . . . . . . . . . . . . . .3

       2.3    Piggyback Registrations. . . . . . . . . . . . . . . . . . .4

              2.3.1  Underwriting. . . . . . . . . . . . . . . . . . . . .4

              2.3.2  Right to Terminate Registration . . . . . . . . . . .5

       2.4    Expenses of Registration . . . . . . . . . . . . . . . . . .5

       2.5    Obligations of the Company . . . . . . . . . . . . . . . . .5

       2.6    Termination of Registration Rights . . . . . . . . . . . . .6

       2.7    Delay of Registration; Furnishing Information. . . . . . . .7

       2.8    Indemnification. . . . . . . . . . . . . . . . . . . . . . .7

       2.9    Assignment of Registration Rights. . . . . . . . . . . . . .9

       2.10   Amendment of Registration Rights . . . . . . . . . . . . . .9

       2.11   Limitation on Subsequent Registration Rights . . . . . . . .9

       2.12   "Market Stand-Off" Agreement . . . . . . . . . . . . . . . .9

       2.13   Rule 144 Reporting . . . . . . . . . . . . . . . . . . . . 10

3.     MISCELLANEOUS.. . . . . . . . . . . . . . . . . . . . . . . . . . 10

       3.1    Governing Law. . . . . . . . . . . . . . . . . . . . . . . 10

       3.2    Survival . . . . . . . . . . . . . . . . . . . . . . . . . 10

       3.3    Successors and Assigns . . . . . . . . . . . . . . . . . . 11

       3.4    Severability . . . . . . . . . . . . . . . . . . . . . . . 11

       3.5    Amendment and Waiver . . . . . . . . . . . . . . . . . . . 11

       3.6    Delays or Omissions. . . . . . . . . . . . . . . . . . . . 11

       3.7    Notices. . . . . . . . . . . . . . . . . . . . . . . . . . 11

       3.8    Attorneys' Fees. . . . . . . . . . . . . . . . . . . . . . 12

       3.9    Titles and Subtitles . . . . . . . . . . . . . . . . . . . 12

       3.10   Counterparts . . . . . . . . . . . . . . . . . . . . . . . 12
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                                          i.

<PAGE>

                          SCIENTIFIC LEARNING CORPORATION

                 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

       THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (the "Agreement")
is entered into as of the 30th day of December, 1998, by and among SCIENTIFIC
LEARNING CORPORATION, a Delaware corporation (the "Company") and the parties
listed on Exhibit A attached hereto.

                                      RECITALS

       WHEREAS, the Company proposes to sell and issue up to Three Million One
(3,000,001) shares of its Series D Preferred Stock ("Series D Preferred")
pursuant to the Securities Purchase Agreement dated December 30, 1998, by and
between the Company and the Investors set forth on Exhibit A thereto (the
"Purchase Agreement"); and

       WHEREAS, the Company desires to grant to the Investors who have purchased
the Series D Preferred Stock and the parties to the Registration Rights
Agreement dated October 1, 1996, as amended (the "Prior Rights Agreement") the
rights herein set forth.

       NOW, THEREFORE, in consideration of the mutual promises, representations,
warranties, covenants and conditions set forth in this Agreement and in the
Purchase Agreement, the parties mutually agree to amend and restate the Prior
Rights Agreement in its entirety as follows:

1.     GENERAL

       1.1    DEFINITIONS.  As used in this Agreement the following terms shall
have the following respective meanings:

       "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

       "HOLDER" means any person owning of record Registrable Securities that
have not been sold to the public or any assignee of record of such Registrable
Securities in accordance with Section 2.9 hereof.

       "INITIAL OFFERING" means the Company's first firm commitment underwritten
public offering of its Common Stock registered under the Securities Act.

       "INVESTORS" shall mean the parties listed on Exhibit A attached hereto
and such other holders of the Company's Preferred Stock that may be added as
parties to this Agreement pursuant to Section 3.5 below.

       "REGISTER," "REGISTERED," and "REGISTRATION" refer to a registration
effected by preparing and filing a registration statement in compliance with the
Securities Act, and the declaration or ordering of effectiveness of such
registration statement or document.


                                          1.

<PAGE>


       "REGISTRABLE SECURITIES" means (i) Common Stock of the Company issued or
issuable upon conversion of the Shares; and (ii) any Common Stock of the Company
issued as (or issuable upon the conversion or exercise of any warrant, right or
other security which is issued as) a dividend or other distribution with respect
to, or in exchange for or in replacement of, such above-described securities.
Notwithstanding the foregoing, Registrable Securities shall not include any
securities sold by a person to the public either pursuant to a registration
statement or Rule 144 or sold in a private transaction in which the transferor's
rights under Article II of this Agreement are not assigned.

       "REGISTRABLE SECURITIES THEN OUTSTANDING" shall be the number of shares
determined by calculating the total number of shares of the Company's Common
Stock that are Registrable Securities and either (1) are then issued and
outstanding or (2) are issuable pursuant to then exercisable or convertible
securities.

       "REGISTRATION EXPENSES" shall mean all expenses incurred by the Company
in complying with Sections 2.2 and 2.3 hereof, including, without limitation,
all registration and filing fees, printing expenses, fees and disbursements of
counsel for the Company, reasonable fees and disbursements not to exceed Fifteen
Thousand Dollars ($15,000) of a single special counsel for the Holders, blue sky
fees and expenses and the expense of any special audits incident to or required
by any such registration (but excluding the compensation of regular employees of
the Company which shall be paid in any event by the Company).

       "SECURITIES ACT" shall mean the Securities Act of 1933, as amended.

       "SELLING EXPENSES" shall mean all underwriting discounts and selling
commissions applicable to the sale.

       "SHARES" shall mean the Company's Series B, Series C and Series D
Preferred Stock held by the Investors.

       "SEC" or "COMMISSION" means the Securities and Exchange Commission.

       "WARRANT" shall mean that warrant to purchase shares of the Company's
Series D Preferred Stock held by NationsBanc Montgomery Securities LLC, its
successors or assigns.

2.     REGISTRATION; RESTRICTIONS ON TRANSFER

       2.1    RESTRICTIONS ON TRANSFER.

              (a)    Each Holder agrees not to make any disposition of all or
any portion of the Shares or Registrable Securities unless and until:

                     (i)    There is then in effect a registration statement
under the Securities Act covering such proposed disposition and such disposition
is made in accordance with such registration statement; or

                     (ii)   (A) The transferee has agreed in writing to be bound
by this Section 2.1, (B) such Holder shall have notified the Company of the
proposed disposition and


                                          2.

<PAGE>

(C) if reasonably requested by the Company, such Holder shall have furnished the
Company with an opinion of counsel, reasonably satisfactory to the Company, that
such disposition will not require registration of such shares under the
Securities Act.  It is agreed that the Company will not require opinions of
counsel for transactions made pursuant to Rule 144 except in unusual
circumstances.

       2.2    DEMAND REGISTRATION.

              2.2.1  (i)    Subject to the conditions of this Section 2.2, if
the Company shall receive a written request from the Holders of more than fifty
percent (50%) of the Registrable Securities then outstanding (the "Initiating
Holders") that the Company file a registration statement under the Securities
Act covering the registration of Registrable Securities having an aggregate
offering price to the public in excess of Five Million Dollars ($5,000,000),
then the Company shall, within thirty (30) days of the receipt thereof, give
written notice of such request to all Holders, and subject to the limitations of
this Section 2.2, effect, as soon as practicable, the registration under the
Securities Act of all Registrable Securities that the Holders request to be
registered.

                     (ii)   Subject to the conditions of this Section 2.2, if
(A) the Company shall receive a written request from LF SL Holding LLC ("LF SL
Holding") (the "Initiating Holders") that the Company file a registration
statement under the Securities Act covering the registration of Registrable
Securities having an aggregate offering price to the public in excess of Five
Million Dollars ($5,000,000) and (B) LF SL Holding continues to hold at such
time at least one-half the number of Registrable Securities originally acquired
by LF SL Holding pursuant to the Purchase Agreement and cannot sell pursuant to
Rule 144 all Registrable Securities held by it over the subsequent three
quarters, then the Company shall, within thirty (30) days of the receipt
thereof, give written notice of such request to all Holders, and subject to the
limitations of this Section 2.2, effect, as soon as practicable, the
registration under the Securities Act of all Registrable Securities that the
Holders request to be registered.

              2.2.2  If the Initiating Holders intend to distribute the
Registrable Securities covered by their request by means of an underwriting,
they shall so advise the Company as a part of their request made pursuant to
this Section 2.2 and the Company shall include such information in the written
notice referred to in Section 2.2.1.  In such event, the right of any Holder to
include its Registrable Securities in such registration shall be conditioned
upon such Holder's participation in such underwriting and the inclusion of such
Holder's Registrable Securities in the underwriting (unless otherwise mutually
agreed by a majority in interest of the Initiating Holders and such Holder) to
the extent provided herein.  All Holders proposing to distribute their
securities through such underwriting shall enter into an underwriting agreement
in customary form with the underwriter or underwriters selected for such
underwriting by a majority in interest of the Initiating Holders (which
underwriter or underwriters shall be reasonably acceptable to the Company).
Notwithstanding any other provision of this Section 2.2, if the underwriter
advises the Company that marketing factors require a limitation of the number of
securities to be underwritten (including Registrable Securities) then the
Company shall so advise all Holders of Registrable Securities which would
otherwise be underwritten pursuant hereto, and the number of shares that may be
included in the underwriting shall be allocated to the Holders of such
Registrable Securities on a pro rata basis based on the number of Registrable


                                          3.

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Securities held by all such Holders (including the Initiating Holders).  Any
Registrable Securities excluded or withdrawn from such underwriting shall be
withdrawn from the registration.

              2.2.3  The Company shall not be required to effect a registration
pursuant to this Section 2.2:

                     (i)    prior to the first anniversary of the Company's
Initial Offering; or

                     (ii)   after the Company has effected three (3)
registrations pursuant to this Section 2.2, and such registrations have been
declared or ordered effective; or

                     (iii)  if the Company shall furnish to Holders requesting a
registration statement pursuant to this Section 2.2, a certificate signed by the
Chairman of the Board stating that in the good faith judgment of the Board of
Directors of the Company, it would be seriously detrimental to the Company and
its stockholders for such registration statement to be effected at such time, in
which event the Company shall have the right to defer such filing for a period
of not more than ninety (90) days after receipt of the request of the Initiating
Holders; provided that such right to delay a request shall be exercised by the
Company no more than once in any one-year period.

       2.3    PIGGYBACK REGISTRATIONS.  The Company shall notify all Holders of
Registrable Securities in writing at least thirty (30) days prior to the filing
of any registration statement under the Securities Act for purposes of a public
offering of equity securities of the Company (including, but not limited to,
registration statements relating to secondary offerings of securities of the
Company, but excluding registration statements relating to employee benefit
plans or with respect to corporate reorganizations or other transactions under
Rule 145 of the Securities Act) and will afford each such Holder an opportunity
to include in such registration statement all or part of such Registrable
Securities held by such Holder.  Each Holder desiring to include in any such
registration statement all or any part of the Registrable Securities held by it
shall, within fifteen (15) days after the above-described notice from the
Company, so notify the Company in writing.  Such notice shall state the intended
method of disposition of the Registrable Securities by such Holder.  If a Holder
decides not to include all of its Registrable Securities in any registration
statement thereafter filed by the Company, such Holder shall nevertheless
continue to have the right to include any Registrable Securities in any
subsequent such registration statement or registration statements as may be
filed by the Company with respect to offerings of its securities, all upon the
terms and conditions set forth herein.

              2.3.1  UNDERWRITING.  If the registration statement under which
the Company gives notice under this Section 2.3 is for an underwritten offering,
the Company shall so advise the Holders of Registrable Securities.  In such
event, the right of any such Holder to be included in a registration pursuant to
this Section 2.3 shall be conditioned upon such Holder's participation in such
underwriting and the inclusion of such Holder's Registrable Securities in the
underwriting to the extent provided herein.  All Holders proposing to distribute
their Registrable Securities through such underwriting shall enter into an
underwriting agreement in customary form with the underwriter or underwriters
selected for such underwriting by the Company.  Notwithstanding any other
provision of the Agreement, if the underwriter determines in good faith that
marketing factors require a limitation of the number of shares to be


                                          4.

<PAGE>

underwritten, the number of shares that may be included in the underwriting
shall be allocated, first, to the Company; second, to the Holders on a pro rata
basis based on the total number of Registrable Securities held by the Holders;
and third, to any stockholder of the Company (other than a Holder) on a pro rata
basis.  No such reduction shall reduce the securities being offered by the
Company for its own account to be included in the registration and underwriting,
and in no event shall the amount of securities of the selling Holders included
in the registration be reduced below twenty-five percent (25%) of the total
amount of securities included in such registration, unless such offering is the
Initial Offering and such registration does not include shares of any other
selling stockholders, in which event any or all of the Registrable Securities of
the Holders may be excluded in accordance with the immediately preceding
sentence.  In no event will shares of any other selling stockholder be included
in such registration which would reduce the number of shares which may be
included by Holders without the written consent of Holders of not less than a
majority of the Registrable Securities proposed to be sold in the offering.

              2.3.2  RIGHT TO TERMINATE REGISTRATION.  The Company shall have
the right to terminate or withdraw any registration initiated or withdraw any
registration initiated by it under this Section 2.3 prior to the effectiveness
of such registration whether or not any Holder has elected to include securities
in such registration.  The Registration Expenses of such withdrawn registration
shall be borne by the Company in accordance with Section 2.4 hereof.

       2.4    EXPENSES OF REGISTRATION.  Except as specifically provided herein,
all Registration Expenses incurred in connection with any registration,
qualification or compliance pursuant to Section 2.2 or any registration under
Section 2.3 herein shall be borne by the Company.  All Selling Expenses incurred
in connection with any registrations hereunder, shall be borne by the holders of
the securities so registered pro rata on the basis of the number of shares so
registered.  The Company shall not, however, be required to pay for expenses of
any registration proceeding begun pursuant to Section 2.2, the request of which
has been subsequently withdrawn by the Initiating Holders unless (a) the
withdrawal is based upon material adverse information concerning the Company of
which the Initiating Holders were not aware at the time of such request or (b)
the Holders of a majority of Registrable Securities agree to forfeit their right
to one requested registration pursuant to Section 2.2, as applicable, in which
event such right shall be forfeited by all Holders.  If the Holders are required
to pay the Registration Expenses, such expenses shall be borne by the Holders of
securities (including Registrable Securities) requesting such registration in
proportion to the number of shares for which registration was requested.  If the
Company is required to pay the Registration Expenses of a withdrawn offering
pursuant to clause (a) above, then the Holders shall not forfeit their rights
pursuant to Section 2.2 to a demand registration.

       2.5    OBLIGATIONS OF THE COMPANY.  Whenever required to effect the
registration of any Registrable Securities, the Company shall, as expeditiously
as reasonably possible:

              2.5.1  Prepare and file with the SEC a registration statement with
respect to such Registrable Securities and use all reasonable efforts to cause
such registration statement to become effective, and, upon the request of the
Holders of a majority of the Registrable Securities registered thereunder, keep
such registration statement effective for up to ninety (90) days or, if earlier,
until the Holder or Holders have completed the distribution related thereto.


                                          5.

<PAGE>

              2.5.2  Prepare and file with the SEC such amendments and
supplements to such registration statement and the prospectus used in connection
with such registration statement as may be necessary to comply with the
provisions of the Securities Act with respect to the disposition of all
securities covered by such registration statement.

              2.5.3  Furnish to the Holders such number of copies of a
prospectus, including a preliminary prospectus, in conformity with the
requirements of the Securities Act, and such other documents as they may
reasonably request in order to facilitate the disposition of Registrable
Securities owned by them.

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

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

              2.5.6  Notify each Holder of Registrable Securities covered by
such registration statement at any time when a prospectus relating thereto is
required to be delivered under the Securities Act of the happening of any event
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 the light of the circumstances then
existing.

              2.5.7  Furnish, at the request of a majority of the Holders
participating in the registration, on the date that such Registrable Securities
are delivered to the underwriters for sale, if such securities are being sold
through underwriters, or, if such securities are not being sold through
underwriters, on the date that the registration statement with respect to such
securities becomes effective, (i) an opinion, dated as of such date, of the
counsel representing the Company for the purposes of such registration, in form
and substance as is customarily given to underwriters in an underwritten public
offering and reasonably satisfactory to a majority in interest of the Holders
participating in registration, addressed to the underwriters, if any, and to
such Holders and (ii) a letter dated as of such date, from the independent
certified public accountants of the Company, in form and substance as is
customarily given by independent certified public accountants to underwriters in
an underwritten public offering and reasonably satisfactory to a majority in
interest of the Holders requesting registration, addressed to the underwriters,
if any, and if permitted by applicable accounting standards, to the Holders
requesting registration of Registrable Securities.

       2.6    TERMINATION OF REGISTRATION RIGHTS.  A Holder's registration
rights shall expire if (i) the Company has completed its Initial Offering and is
subject to the provisions of the Exchange Act, (ii) such Holder (together with
its affiliates, partners and former partners) holds less than 1% of the
Company's outstanding Common Stock (treating all shares of convertible


                                          6.

<PAGE>

Preferred Stock on an as converted basis) and (iii) all Registrable Securities
held by and issued to such Holder may be sold under Rule 144 during any ninety
(90) day period.

       2.7    DELAY OF REGISTRATION; FURNISHING INFORMATION.

              2.7.1  No Holder shall have any right to obtain or seek an
injunction restraining or otherwise delaying any such registration as the result
of any controversy that might arise with respect to the interpretation or
implementation of this Article II.

              2.7.2  It shall be a condition precedent to the obligations of the
Company to take any action pursuant to Section 2.2 or 2.3 that the selling
Holders shall furnish to the Company such information regarding themselves, the
Registrable Securities held by them and the intended method of disposition of
such securities as shall be required to effect the registration of their
Registrable Securities.

       2.8    INDEMNIFICATION.  In the event any Registrable Securities are
included in a registration statement under Sections 2.2 or 2.3:

              2.8.1  To the extent permitted by law, the Company will indemnify
and hold harmless each Holder, the partners, officers, directors and legal
counsel of each Holder, any underwriter (as defined in the Securities Act) for
such Holder and each person, if any, who controls such Holder or underwriter
within the meaning of the Securities Act or the Exchange Act, against any
losses, claims, damages, or liabilities (joint or several) to which they may
become subject under the Securities Act, the Exchange Act or other federal or
state law, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon any of the following statements,
omissions or violations (collectively a "Violation") by the Company: (i) any
untrue statement or alleged untrue statement of a material fact contained in
such registration statement, including any preliminary prospectus or final
prospectus contained therein or any amendments or supplements thereto, (ii) the
omission or alleged omission to state therein a material fact required to be
stated therein, or necessary to make the statements therein not misleading, or
(iii) any violation or alleged violation by the Company of the Securities Act,
the Exchange Act, any state securities law or any rule or regulation promulgated
under the Securities Act, the Exchange Act or any state securities law in
connection with the offering covered by such registration statement; and the
Company will reimburse each such Holder, partner, officer or director,
underwriter or controlling person for any legal or other expenses reasonably
incurred by them in connection with investigating or defending any such loss,
claim, damage, liability or action; PROVIDED, HOWEVER, that the indemnity
agreement contained in this Section 2.8.1 shall not apply to amounts paid in
settlement of any such loss, claim, damage, liability or action if such
settlement is effected without the consent of the Company, which consent shall
not be unreasonably withheld, nor shall the Company be liable in any such case
for any such loss, claim, damage, liability or action to the extent that it
arises out of or is based upon a Violation which occurs in reliance upon and in
conformity with written information furnished expressly for use in connection
with such registration by such Holder, partner, officer, director, underwriter
or controlling person of such Holder.

              2.8.2  To the extent permitted by law, each Holder will, if
Registrable Securities held by such Holder are included in the securities as to
which such registration qualifications or


                                          7.

<PAGE>

compliance is being effected, indemnify and hold harmless the Company, each of
its directors, its officers, and legal counsel and each person, if any, who
controls the Company within the meaning of the Securities Act, any underwriter
and any other Holder selling securities under such registration statement or any
of such other Holder's partners, directors or officers or any person who
controls such Holder, against any losses, claims, damages or liabilities (joint
or several) to which the Company or any such director, officer, controlling
person, underwriter or other such Holder, or partner, director, officer or
controlling person of such other Holder may become subject under the Securities
Act, the Exchange Act or other federal or state law, insofar as such losses,
claims, damages or liabilities (or actions in respect thereto) arise out of or
are based upon any Violation, in each case to the extent (and only to the
extent) that such Violation occurs in reliance upon and in conformity with
written information furnished by such Holder under an instrument duly executed
by such Holder and stated to be specifically for use in connection with such
registration; and each such Holder will reimburse any legal or other expenses
reasonably incurred by the Company or any such director, officer, controlling
person, underwriter or other Holder, or partner, officer, director or
controlling person of such other Holder in connection with investigating or
defending any such loss, claim, damage, liability or action if it is finally
judicially determined that there was such a Violation; PROVIDED, HOWEVER, that
the indemnity agreement contained in this Section 2.8.2 shall not apply to
amounts paid in settlement of any such loss, claim, damage, liability or action
if such settlement is effected without the consent of the Holder, which consent
shall not be unreasonably withheld; PROVIDED FURTHER, that in no event shall any
indemnity under this Section 2.8 exceed the proceeds from the offering received
by such Holder.

              2.8.3  Promptly after receipt by an indemnified party under this
Section 2.8 of notice of the commencement of any action (including any
governmental action), such indemnified party will, if a claim in respect thereof
is to be made against any indemnifying party under this Section 2.8, deliver to
the indemnifying party a written notice of the commencement thereof and the
indemnifying party shall have the right to participate in, and, to the extent
the indemnifying party so desires, jointly with any other indemnifying
party similarly noticed, to assume the defense thereof with counsel mutually
satisfactory to the parties; PROVIDED, HOWEVER, that an indemnified party shall
have the right to retain its own counsel, with the fees and expenses to be paid
by the indemnifying party, if representation of such indemnified party by the
counsel retained by the indemnifying party would be inappropriate due to actual
or potential differing interests between such indemnified party and any other
party represented by such counsel in such proceeding.  The failure to deliver
written notice to the indemnifying party within a reasonable time of the
commencement of any such action, if materially prejudicial to its ability to
defend such action, shall relieve such indemnifying party of any liability to
the indemnified party under this Section 2.8, but the omission so to deliver
written notice to the indemnifying party will not relieve it of any liability
that it may have to any indemnified party otherwise than under this Section 2.8.

              2.8.4  If the indemnification provided for in this Section 2.8 is
held by a court of competent jurisdiction to be unavailable to an indemnified
party with respect to any losses, claims, damages or liabilities referred to
herein, the indemnifying party, in lieu of indemnifying such indemnified party
thereunder, shall to the extent permitted by applicable law contribute to the
amount paid or payable by such indemnified party as a result of such loss,
claim, damage or liability in such proportion as is appropriate to reflect the
relative fault of the indemnifying party


                                          8.

<PAGE>

on the one hand and of the indemnified party on the other in connection with the
Violation(s) that resulted in such loss, claim, damage or liability, as well as
any other relevant equitable considerations.  The relative fault of the
indemnifying party and of the indemnified party shall be determined by a court
of law 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; provided, that in no event
shall any contribution by a Holder hereunder exceed the proceeds from the
offering received by such Holder.

              2.8.5  The obligations of the Company and Holders under this
Section 2.8 shall survive completion of any offering of Registrable Securities
in a registration statement.  No Indemnifying Party, in the defense of any such
claim or litigation, shall, except with the consent of each Indemnified Party,
consent to entry of any judgment or enter into any settlement which does not
include as an unconditional term thereof the giving by the claimant or plaintiff
to such Indemnified Party of a release from all liability in respect to such
claim or litigation.  In the event any offering of Registrable Securities is
underwritten, and the underwriting agreement provides for indemnification and/or
contribution by the Company and the Holders offering securities thereunder, the
indemnification and/or contribution obligations of the Company and the Holders
hereunder shall in no event exceed the obligations of the parties set forth in
such underwriting agreement.

       2.9    ASSIGNMENT OF REGISTRATION RIGHTS.  The rights to cause the
Company to register Registrable Securities pursuant to this Article II may be
assigned by a Holder to a transferee or assignee of Registrable Securities which
(i) is a subsidiary, parent, general partner, limited partner or retired partner
of a Holder, (ii) is a Holder's family member or trust for the benefit of an
individual Holder, or (iii) acquires at least Two Hundred Fifty Thousand
(250,000) shares of Registrable Securities (as adjusted for stock splits and
combinations); PROVIDED, HOWEVER, (A) the transferor shall, within ten (10) days
after such transfer, furnish to the Company written notice of the name and
address of such transferee or assignee and the securities with respect to which
such registration rights are being assigned and (B) such transferee shall agree
to be subject to all restrictions set forth in this Agreement.

       2.10   AMENDMENT OF REGISTRATION RIGHTS.  Any provision of this Section 2
may be amended or terminated and the observance thereof may be waived (either
generally or in a particular instance and either retroactively or
prospectively), only with the written consent of the Company and the Holders of
at least a majority of the Registrable Securities.  Any amendment, termination
or waiver effected in accordance with this Section 2.10 shall be binding upon
each Holder and the Company.  By acceptance of any benefits under this
Section 2, Holders of Registrable Securities hereby agree to be bound by the
provisions hereunder.  Each party hereto acknowledges that by the operation of
this Section the holders of a majority of the outstanding Registrable Securities
may have the right and power to diminish or eliminate all rights of such party
under this Agreement.  Notwithstanding anything in this Agreement to the
contrary, no provision of this Section 2 may be amended, terminated or waived
(neither generally nor in a particular instance and neither retroactively nor
prospectively) in a manner that would materially adversely affect the rights of
any Holder in a manner that is unique to such Holder (as compared to the other
Holders) without the prior written consent of such affected Holder.


                                          9.

<PAGE>

       2.11   LIMITATION ON SUBSEQUENT REGISTRATION RIGHTS. After the date of
this Agreement, the Company shall not, without the prior written consent of the
Holders of a majority of the Registrable Securities, enter into any agreement
with any holder or prospective holder of any securities of the Company that
would grant such holder registration rights senior to those granted to the
Holders hereunder.

       2.12   "MARKET STAND-OFF" AGREEMENT.  If requested by the Company as the
representative of the underwriters of Common Stock (or other securities) of the
Company, each Holder shall not sell or otherwise transfer or dispose of any
Shares or Common Stock (or other securities) of the Company held by each such
Holder (other than those included in the registration) for a period specified by
the representative of the underwriters not to exceed one hundred eighty (180)
days following the effective date of a registration statement of the Company
filed under the Securities Act, provided that:

                     (i)    such agreement shall apply only to the Company's
Initial Offering; and

                     (ii)   all officers and directors of the Company and
holders of at least one percent (1%) of the Company's voting securities enter
into similar agreements.

       The Company may impose stop-transfer instructions with respect to the
shares of Common Stock (or other securities) subject to the foregoing
restriction until the end of said one hundred eighty (180) day period.

       2.13   RULE 144 REPORTING.  With a view to making available to the
Holders the benefits of certain rules and regulations of the SEC which may
permit the sale of the Registrable Securities to the public without
registration, the Company agrees to use its best efforts to:

                     (a)    Make and keep public information available, as those
terms are understood and defined in SEC Rule 144 or any similar or analogous
rule promulgated under the Securities Act, at all times after the effective date
of the first registration filed by the Company for an offering of its securities
to the general public;

                     (b)    File with the SEC, in a timely manner, all reports
and other documents required of the Company under the Exchange Act;

                     (c)    So long as a Holder owns any Registrable Securities,
furnish to such Holder forthwith upon request:  a written statement by the
Company as to its compliance with the reporting requirements of said Rule 144 of
the Securities Act, and of the Exchange Act (at any time after it has become
subject to such reporting requirements); a copy of the most recent annual or
quarterly report of the Company; and such other reports and documents as a
Holder may reasonably request in availing itself of any rule or regulation of
the SEC allowing it to sell any such securities without registration.

3.     MISCELLANEOUS

       3.1    GOVERNING LAW.  This Agreement shall be governed by and construed
in accordance with the laws of the State of California applicable to contracts
between California


                                         10.

<PAGE>

residents entered into and to be performed entirely within the State of
California without giving effect to principles of conflicts of laws thereof.

       3.2    SURVIVAL.  The representations, warranties, covenants, and
agreements made herein shall survive any investigation made by any Holder and
the closing of the transactions contemplated hereby.  All statements as to
factual matters contained in any certificate or other instrument delivered by or
on behalf of the Company pursuant hereto in connection with the transactions
contemplated hereby shall be deemed to be representations and warranties by the
Company hereunder solely as of the date of such certificate or instrument.

       3.3    SUCCESSORS AND ASSIGNS.  Except as otherwise expressly provided
herein, the provisions hereof shall inure to the benefit of, and be binding
upon, the successors, assigns, heirs, executors, and administrators of the
parties hereto and shall inure to the benefit of and be enforceable by each
person who shall be a holder of Registrable Securities from time to time;
PROVIDED, HOWEVER, that prior to the receipt by the Company of adequate written
notice of the transfer of any Registrable Securities specifying the full name
and address of the transferee, the Company may deem and treat the person listed
as the holder of such shares in its records as the absolute owner and holder of
such shares for all purposes, including the payment of dividends or any
redemption price.

       3.4    SEVERABILITY.  In case any provision of the Agreement shall be
invalid, illegal, or unenforceable, the validity, legality, and enforceability
of the remaining provisions shall not in any way be affected or impaired
thereby.

       3.5    AMENDMENT AND WAIVER.

              3.5.1  Except as otherwise expressly provided, this Agreement may
be amended or modified only upon the written consent of the Company and the
holders of at a majority of the Registrable Securities.

              3.5.2  Except as otherwise expressly provided, the obligations of
the Company and the rights of the Holders under this Agreement may be waived
only with the written consent of the holders of at least a majority of the
Registrable Securities.

              3.5.3  Notwithstanding the foregoing, this Agreement may be
amended with only the written consent of the Company to include the holder of
the Warrant or additional purchasers of Shares pursuant to the Purchase
Agreement as "Investors," "Holders" and parties hereto.

              3.5.4  Notwithstanding anything in this Agreement to the contrary,
no term of this Agreement may be amended or waived (neither generally nor in the
particular instance and neither retroactively nor prospectively) in a manner
that would materially adversely affect the rights of any Holder in a manner that
is unique to such Holder (as compared to the other Holders) without the prior
written consent of such affected Holder.

       3.6    DELAYS OR OMISSIONS.  It is agreed that no delay or omission to
exercise any right, power, or remedy accruing to any Holder, upon any breach,
default or noncompliance of the Company under this Agreement shall impair any
such right, power, or remedy, nor shall it be construed to be a waiver of any
such breach, default or noncompliance, or any acquiescence


                                         11.

<PAGE>

therein, or of any similar breach, default or noncompliance thereafter
occurring.  It is further agreed that any waiver, permit, consent, or approval
of any kind or character on any Holder's part of any breach, default or
noncompliance under the Agreement or any waiver on such Holder's part of any
provisions or conditions of this Agreement must be in writing and shall be
effective only to the extent specifically set forth in such writing.  All
remedies, either under this Agreement, by law, or otherwise afforded to Holders,
shall be cumulative and not alternative.

       3.7    NOTICES.  All notices required or permitted hereunder shall be in
writing and shall be deemed effectively given: (i) upon personal delivery to the
party to be notified, (ii) when sent by confirmed telex or facsimile if sent
during normal business hours of the recipient; if not, then on the next business
day, (iii) five (5) days after having been sent by registered or certified mail,
return receipt requested, postage prepaid, or (iv) one (1) business day after
deposit with a nationally recognized overnight courier, specifying next day
delivery, with written verification of receipt (where a "business day" is any
day other than a Saturday, Sunday or federal holiday).  All communications to be
sent to the Company shall be sent to the address as set forth below the
Company's name on the signature page to this Agreement or at such other address
as the Company may designate by ten (10) days advance written notice to the
other parties hereto.  All communications to be sent to a Holder shall be sent
to the address as set forth on Exhibit A hereto or at such other address as such
Holder may designate by ten (10) days advance written notice to the other
parties hereto.

       3.8    ATTORNEYS' FEES.  In the event that any dispute among the parties
to this Agreement should result in litigation, the prevailing party in such
dispute shall be entitled to recover from the losing party all fees, costs and
expenses of enforcing any right of such prevailing party under or with respect
to this Agreement, including without limitation, such reasonable fees and
expenses of attorneys and accountants, which shall include, without limitation,
all fees, costs and expenses of appeals.

       3.9    TITLES AND SUBTITLES.  The titles of the sections and subsections
of this Agreement are for convenience of reference only and are not to be
considered in construing this Agreement.

       3.10   COUNTERPARTS.  This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one instrument.


                        [THIS SPACE INTENTIONALLY LEFT BLANK.]


                                         12.

<PAGE>


       IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement as of the date set forth above.

COMPANY:

SCIENTIFIC LEARNING CORPORATION



By:
   -----------------------------------------
       SHERYLE J. BOLTON
       President and Chief Executive Officer

Address:   1995 University Avenue, Suite 400
           Berkeley, CA  94704
           Fax:  (510) 665-1717











                            REGISTRATION RIGHTS AGREEMENT

<PAGE>

INVESTOR:



---------------------------------
(Print Name)


---------------------------------
(Signature of Authorized Person)


---------------------------------
(Title of Authorized Person)


Address:
         ------------------------

         ------------------------

         ------------------------

         ------------------------

Fax Number:
           ----------------------
















                            REGISTRATION RIGHTS AGREEMENT

<PAGE>

                                     EXHIBIT A

                               SCHEDULE OF INVESTORS

<TABLE>
<CAPTION>

NAME                                      SHARES                  SECURITY
----                                      ------                  --------
<S>                                       <C>                 <C>
GC&H Investments                          27,778              Series B Preferred
One Maritime Plaza, 20th Floor
San Francisco, CA  94111-3580
Attention: John Cardoza

Warburg, Pincus Ventures, L.P.            2,222,222           Series B Preferred
466 Lexington Avenue                      1,428,571           Series C Preferred
New York, NY  10017                       1,666,667           Series D Preferred
Attention: James Thomas

HLM/CB Fund, L.P.                         250,000             Series D Preferred
c/o HLM Management Co., Inc.
222 Berkeley Street
Boston, MA  02116
Attention: Judy Lawrie

LF SL Holding LLC                         833,333             Series D Preferred
30 Rockefeller Plaza
62nd Floor
New York, NY  10020
Attention:  David A. Tanner
</TABLE>

                            REGISTRATION RIGHTS AGREEMENT