<PAGE>

                                                                     EXHIBIT 4.8


                               PHASE2MEDIA, INC.
                          SECOND AMENDED AND RESTATED
                         REGISTRATION RIGHTS AGREEMENT

     This Second Amended and Restated Registration Rights Agreement (the
"Agreement") is made effective as of January 19, 2000 by and among Phase2Media,
Inc., (f/k/a CKG Media.com, Inc., d/b/a Phase2Media) a Delaware corporation (the
"Company"), each of the persons listed on the Schedule of Investors annexed
hereto as Schedule 1 (the "Investors"), each of the persons listed on the
          ----------
Schedule of Series C Investors annexed hereto as Schedule 2 (the "Series C
                                                 ----------
Investors") and each of the persons listed on the Schedule of Series D Investors
annexed hereto as Schedule 3 (the "Series D Investors").
                  ----------

                                    RECITALS

          A.   Each Investor has agreed to purchase from the Company, and the
Company has agreed to sell to each Investor, shares of the Company's Series A
Preferred Stock, par value $.001 per share (the "Series A Preferred" or "Series
A Preferred Stock") and shares of the Company's Series B Preferred Stock, par
value $.001 per share (the "Series B Preferred" or "Series B Preferred Stock")
on the terms and conditions set forth in that certain Securities Purchase
Agreement, dated as of August 16, 1999 by and between the Company, each Investor
and certain other parties (the "Securities Purchase Agreement").

          B.   Certain of the Investors have also acquired from the Company
common stock purchase warrants pursuant to that certain second closing purchase
agreement dated as of December 23, 1999 by and between the Company and those
certain Investors.

          C.   Each Series C Investor has agreed to purchase from the Company,
and the Company has agreed to sell to each Series C Investor, shares of the
Company's Series C Convertible Preferred Stock, par value $.001 per share (the
"Series C Preferred" or "Series C Preferred Stock") on the terms and conditions
set forth in the Subscription and Purchase Agreement (the "Series C Purchase
Agreement"), dated as of August 26, 1999 between the Company and the Subscriber.

          D.   Each Series D Investor has agreed to purchase from the Company,
and the Company has agreed to sell to each Series D Investor, shares of the
Company's Series D Convertible Preferred Stock, par value $.001 per share (the
"Series D Preferred" or "Series D Preferred Stock") on the terms and conditions
set forth in the Subscription and Purchase Agreement dated of even date herewith
between the Company and each Series D Investor (the "Series D Purchase
Agreement").

          E.   The obligations of the Company, each Investor, each Series C
Investor, and each Series D Investor are conditioned, among other things, upon
the execution and delivery of this Agreement by the Company, each Investor, each
Series C Investor and each Series D Investor.

                                       1
<PAGE>

          NOW, THEREFORE, in consideration of the mutual promises and covenants
hereinafter set forth, all parties hereto agree as follows:

          1.   Certain Definitions.  As used in this Agreement, the following
               -------------------
terms shall have the following respective meanings:

          "Commission" means the Securities and Exchange Commission or any other
           ----------
Federal agency at the time administering the Securities Act.

          "Common Stock" means the Company's common stock, par value $.001 per
           ------------
share.

          "Conversion Stock" means the Common Stock issued or issuable pursuant
           ----------------
to conversion of the Series B Preferred, the Series C Preferred, the Series D
Preferred or upon the exercise of the Warrants.

          "Exchange Act"  means the Securities Exchange Act of 1934, as amended,
           ------------
or any similar Federal rule or statute and the rules and regulations of the
Commission thereunder, all as the same shall be in effect at the time.

          "Holder" means each Investor or any other person holding (i) Warrants
           ------
or Series  B Preferred Stock, or (ii) Registrable Securities that is Conversion
Stock as a result of the exercise of the Warrants or the conversion of the
Series B Preferred Stock, in any event, to whom the rights under this Agreement
have been transferred in accordance with Section 5.9 hereof.

          "Initiating Holders" means any Holder or Holders who, in the
           ------------------
aggregate, hold not less than twenty-five (25%) of the Registrable Securities
then outstanding that are Conversion Stock.

          "Investor" means each of the persons listed on the Schedule of
           --------
Investors attached hereto as Schedule 1.
                             -----------

          "Preferred Stock" shall mean the Series B Preferred, Series C
           ---------------
Preferred and Series D Preferred.

          "Registrable Securities" means the Conversion Stock and any of the
           ----------------------
Company's Common Stock issued or issuable in respect of the Conversion Stock
upon any conversion, stock split, stock dividend, recapitalization, or similar
event; provided, however, that securities shall only be treated as Registrable
       --------  -------
Securities if and for so long as (i) they have not been registered or sold to or
through a broker or dealer or underwriter in a public distribution or a public
securities transaction, (ii) they have not been sold in a private transaction in
which the transferor's rights under this Agreement are not properly assigned in
accordance with the terms hereof and (iii) the registration rights with respect
to such securities have not terminated pursuant to Section 5.10.

                                       2
<PAGE>

          The phrase "Registrable Securities then outstanding"  or similar
                      ---------------------------------------
phrases shall mean the total number of Registrable Securities which are either
(i) shares of Common Stock then outstanding, (ii) shares of Common Stock
issuable upon conversion of Series B Preferred then outstanding, (iii) shares of
Common Stock issuable upon conversion of Series C Preferred then outstanding,
(iv) shares of Common Stock issuable upon conversion of Series D Preferred Stock
then outstanding, and (v) shares of Common Stock issuable upon exercise of
Warrants then outstanding.

          The terms "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 the
effectiveness of such registration statement.

          "Registration Expenses" shall mean all expenses, except as otherwise
           ---------------------
stated below, incurred by the Company in complying with Sections 5.1 and 5.2
hereof, including without limitation, all registration, qualification and filing
fees, printing expenses, escrow fees, fees and disbursements of counsel for the
Company, fees and expenses of one special counsel for all of the Holders, the
Series C Holders and the Series D Holders as a single class, 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).

          "Restricted Securities" shall mean the securities of the Company
           ---------------------
required to bear the legends set forth in Section 3 hereof.

          "Rule 144" shall mean Rule 144 of the Securities Act or any similar
           --------
Federal rule or statute and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time.

          "Second Amended and Restated Securityholders' Agreement" shall mean
           ------------------------------------------------------
that certain agreement of even date by and among the Company, Vector Capital II,
L.P. Hachette Filipacchi Interactions S.A., STV Partners II, L.L.C., P2M, LLC,
GE Capital Equity Investments, Inc., Richard E. Glassberg, Robert E. Chmiel, R.
Scott Ford, Thomas Mannion,  Jason Liebowitz and Matthew Spengler and each of
the parties listed on Schedule I, Schedule II, Schedule III, Schedule IV,
Schedule V and Schedule VI attached thereto.

          "Securities Act" shall mean the Securities Act of 1933, as amended,
           --------------
and the rules and regulations promulgated thereunder, or any similar Federal
rule or statute and the rules and regulations of the Commission thereunder, all
as the same shall be in effect at the time.

          "Selling Expenses" shall mean all underwriting discounts, selling
           ----------------
commissions and stock transfer taxes applicable to the securities registered by
the Holders, the Series C Holders and the Series D Holders.

          "Series C Holder" means each Series C Investor or any other person
           ---------------
holding (i) Series C Preferred Stock, or (ii) Registrable Securities which is
Conversion Stock as a result of the

                                       3
<PAGE>

conversion of the Series C Preferred Stock, in either case, to whom the rights
under this Agreement have been transferred in accordance with Section 5.9
hereof.

          "Series C Initiating Holder" means any Series C Holder or Series C
           --------------------------
Holders who, in the aggregate, hold not less than twenty-five percent (25%) of
the Registrable Securities then outstanding that are Series C Preferred Stock.

          "Series C Investor" means each of the persons listed on the Schedule
           -----------------
of Series C Investors attached hereto as Schedule 2.
                                         ----------

          "Series D Holder" means each Series D Investor or any other person
           ---------------
holding (i) Series D Preferred Stock, or (ii) Registrable Securities which is
Conversion Stock as a result of the conversion of the Series D Preferred Stock,
in either case, to whom the rights under this Agreement have been transferred in
accordance with Section 5.9 hereof.

          "Series D Initiating Holder" means any Series D Holder or Series D
           --------------------------
Holders who, in the aggregate, hold not less than twenty-five percent (25%) of
the Registrable Securities then outstanding that are Series D Preferred Stock.

          "Series D Investor" means each of the persons listed on the Schedule
           -----------------
of Series D Investors attached hereto as Schedule 3.
                                         ----------

          "Warrants" means those certain common stock purchase warrants issued
           --------
to certain of the Investors pursuant to that certain second closing purchase
agreement dated as of December 23, 1999 as set forth on Schedule 4 annexed
                                                        ----------
hereto, and those certain common stock purchase warrants issued to or issuable
to one of the Investors pursuant to that certain warrant agreement dated as of
October 28, 1999 as set forth on Schedule 5 annexed hereto.
                                 ----------

          2.   Restrictions on Transferability.  The Preferred Stock, the
               -------------------------------
Warrants, the Conversion Stock and any other securities issued in respect of
such stock upon any stock split, stock dividend, recapitalization, merger, or
similar event, shall not be sold, assigned, transferred or pledged except upon
the conditions specified in this Agreement, which conditions are intended to
ensure compliance with the provisions of the Securities Act. Each Holder, Series
C Holder, Series D Holder or transferee will cause any proposed purchaser,
assignee, transferee, or pledgee of any such shares held by the Holder, Series C
Holder, Series D Holder or transferee to agree to take and hold such securities
subject to the restrictions and upon the conditions specified in this Agreement
including without limitation the restrictions set forth in Section 6 and the
Second Amended and Restated Securityholders' Agreement.

          3.   Restrictive Legend.  Each certificate representing the Preferred
               ------------------
Stock, the Warrants, the Conversion Stock or any other securities issued in
respect of such stock upon any stock split, stock dividend, recapitalization,
merger, or similar event, shall (unless otherwise permitted by the provisions of
Section 4 below) be stamped or otherwise imprinted with a legend in
substantially

                                       4
<PAGE>

the following form (in addition to any legends required by agreement or by
applicable state securities laws):

          THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
          REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE
          SECURITIES OR BLUE SKY LAWS, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND
          NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE DISTRIBUTION THEREOF.
          SUCH SHARES GENERALLY MAY NOT BE SOLD, TRANSFERRED, PLEDGED ASSIGNED,
          HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
          REGISTRATION UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL
          REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS
          EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF
          SAID ACT AND SUCH STATE SECURITIES OR BLUE SKY LAWS.

          THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCKUP
          PERIOD OF UP TO 180-DAYS FOLLOWING THE EFFECTIVE DATE OF THE FIRST
          REGISTRATION STATEMENT OF THE COMPANY FILED UNDER THE SECURITIES ACT
          OF 1933, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE ISSUER
          AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE
          OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER.  SUCH LOCKUP PERIOD IS
          BINDING ON TRANSFEREES OF THESE SHARES.

          In addition, all such certificates shall also be stamped or otherwise
imprinted with a legend in substantially the form set forth in Section 7.1(a) of
the Second Amended and Restated Securityholders' Agreement.

          Each Holder, Series C Holder and Series D Holder consents to the
Company making a notation on its records and giving instructions to any transfer
agent of its capital stock in order to implement the restrictions on transfer
established in this Agreement.  The Company shall be obligated to reissue a
certificate without such legends promptly at the request of any holder thereof
if the holder shall have obtained an opinion of counsel (which counsel may be
counsel to the Company) reasonably acceptable to the Company to the effect (i)
that the securities evidenced by such certificate may be lawfully disposed of
without registration or qualification and (ii) that the restrictions referred to
in such legends are no longer applicable to such holder or such holder's
transferees or assigns.

          4.   Notice of Proposed Transfers.  In addition to other restrictions
               ----------------------------
on transfer which such holder, by agreement or otherwise, may be subject, the
holder of each certificate representing Restricted Securities by acceptance
thereof agrees to comply in all respects with the provisions of this Section 4
and Section 6 below. Without in any way limiting the immediately

                                       5
<PAGE>

preceding sentence, no sale, assignment, transfer or pledge of Restricted
Securities shall be made by any holder thereof to any person unless such person
shall first agree in writing to be bound by the restrictions of this Agreement
including, without limitation, Section 6 and this Section 4. Prior to any
proposed sale, assignment, transfer or pledge of any Restricted Securities,
unless there is in effect a registration statement under the Securities Act
covering the proposed transfer, the holder thereof shall give written notice to
the Company of such holder's intention to effect such transfer, sale, assignment
or pledge. Each such notice shall describe the manner and circumstances of the
proposed transfer, sale, assignment or pledge in sufficient detail, and, if
reasonably requested by the Company, the holder shall also provide, at such
holder's expense, either (i) a written opinion of legal counsel who shall be,
and whose legal opinion shall be, reasonably satisfactory to the Company
addressed to the Company, to the effect that the proposed transfer of the
Restricted Securities may be effected without registration under the Securities
Act, or (ii) a "no action" letter from the Commission to the effect that the
transfer of such securities without registration will not result in a
recommendation by the staff of the Commission that action be taken with respect
thereto, whereupon the holder of such Restricted Securities shall be entitled to
transfer such Restricted Securities in accordance with the terms of the notice
delivered by the holder to the Company; provided, however, that the Company
                                        --------  -------
shall not request an opinion of counsel or "no action" letter with respect to
(i) a transfer not involving a change in beneficial ownership, (ii) a
transaction involving the distribution without consideration of Restricted
Securities by the holder to any of its constituent partners, former partners,
employees, members or former members, (iii) a transaction involving the transfer
without consideration of Restricted Securities by an individual holder during
such holder's lifetime by way of gift or on death by will or intestacy or (iv) a
transaction involving the transfer without consideration of Restricted
Securities by a holder that is a partnership or a limited liability company to
another partnership or limited liability company that is under common control
with such holder (such transferee, an "Affiliated Partnership"). Each
certificate evidencing the Restricted Securities transferred as above provided
shall bear, except if such transfer is made pursuant to Rule 144, the
appropriate restrictive legend set forth in Section 3 above, except that such
certificate shall not bear such restrictive legend if in the opinion of counsel
for such holder and counsel for the Company such legend is not required in order
to establish compliance with any provision of the Securities Act.
Notwithstanding the foregoing, each holder of Restricted Securities agrees that
it will not request that a transfer of the Restricted Securities be made or that
the legend set forth in Section 3 be removed from the certificate representing
the Restricted Securities, solely in reliance on Rule 144(k) if as a result
thereof, the Company would be rendered subject to the reporting requirements of
the Exchange Act.

          5.   Registration.
               ------------

               5.1   Requested Registration.
                     ----------------------

               (a)   Request for Registration.  In case the Company shall
                     ------------------------
receive from Initiating Holders, Series C Initiating Holders or Series D
Initiating Holders a written request that the

                                       6
<PAGE>

Company effect any registration with respect to shares of Registrable
Securities, the Company, subject to the provisions of Section 5.1(c) below,
will:

                     (i)    promptly, and in no event later than ten (10) days
                            from receipt of such written request, give written
                            notice of the proposed registration to all other
                            Holders, Series C Holders or Series D Holders, as
                            the case may be;

                     (ii)   as soon as practicable, and in any event within
                            ninety (90) days after receipt of such written
                            request, use its best efforts to effect such
                            registration as part of a firm commitment
                            underwritten public offering (except in the event of
                            an "S-3 Registration Request" as that term is
                            defined in Section 5.1(a)(E) below, in which event
                            no underwriting will be required, but the Company
                            will nevertheless use its best efforts to effect the
                            registration pursuant to such S-3 Registration
                            Request); (it being expressly understood and agreed
                            that in the event that the Company cannot effect
                            such registration as part of a firm commitment
                            underwritten public offering, the Company shall
                            nevertheless be obligated to effect a registration
                            in accordance with any such written request pursuant
                            to this Section 5.1(a)(ii)) with underwriters
                            reasonably acceptable to the Initiating Holders and
                            the Company, or the Series C Initiating Holders and
                            the Company, or the Series D Initiating Holders and
                            the Company, as the case may be (including, without
                            limitation, appropriate qualification under
                            applicable state securities laws and appropriate
                            compliance with applicable regulations issued under
                            the Securities Act and any other governmental
                            requirements or regulations), as may be so requested
                            and as would permit or facilitate the sale and
                            distribution of all or such portion of such
                            Registrable Securities as are specified in such
                            request, together with all or such portion of the
                            Registrable Securities of any Holder or Holders or
                            any Series C Holder or Series C Holders or any
                            Series D Holder or Series D Holders joining in such
                            request by delivering a written notice to such
                            effect to the Company within twenty (20) days after
                            receipt of such written notice from the Company; and

                     (iii)  After its initial public offering, the Company shall
                            use its best efforts to qualify for registration on
                            Form S-3, or any comparable or successor form or
                            forms, and to the extent possible, will use its best
                            efforts to effect any registration

                                       7
<PAGE>

                            requested hereunder on such Form S-3 or on any such
                            comparable or successor form(s).

          Notwithstanding the foregoing, the Company shall not be obligated to
take any action to effect or complete any such registration pursuant to this
Section 5.1:

                     (A)    Prior to six (6) months after the effective date of
the Company's first registered public offering of its equity securities;

                     (B)    During the period starting with the date sixty (60)
days prior to the Company's estimated date of filing of, and ending on the date
six (6) months immediately following the effective date of, any registration
statement pertaining to securities of the Company (other than a registration of
securities in a Rule 145 transaction or with respect to an employee benefit
plan), provided the Company intends in good faith to file on the estimated date,
and provided that the Company is actively employing in good faith all reasonable
efforts to cause such registration statement to become effective.

                     (C)    On behalf of the Initiating Holders after the
Company has effected two registrations requested by the Initiating Holders,
pursuant to this subparagraph 5.1(a), and such registrations have been declared
or ordered effective; or

                     (D)    On behalf of the Series C Initiating Holders, after
the Company has effected two registrations requested by the Series C Initiating
Holders pursuant to this subparagraph 5.1(a), and such registrations have been
declared or ordered effective; or

                     (E)    On behalf of the Series D Initiating Holders, after
the Company has effected four registrations requested by the Series D Initiating
Holders pursuant to this subparagraph 5.1(a) (two of which four registration
requests must be requests for registration on Form S-3, or any successor form of
short form registration statement (an "S-3 Registration Request"); or

                     (F)    In the event that the Company shall furnish to the
Initiating Holders, or the Series C Initiating Holders or the Series D
Initiating Holders, as the case may be, a certificate signed by the Chief
Executive Officer of the Company stating that in the good faith judgment of the
Board of Directors it would be seriously detrimental to the Company or its
stockholders for a registration statement to be filed at such time. In such
case, the Company's obligation to use its best efforts to register, qualify or
comply under this Section 5.1(a) shall be deferred for a period not to exceed
one hundred and twenty (120) days from the date of receipt of the written
request from the Initiating Holders, the Series C Initiating Holders or the
Series D Initiating Holders, as the case may be, provided that the Company may
not exercise this deferral right more than once during any twelve month period
or twice during the term of this Agreement.

               (b)   Reciprocal Piggyback Rights.  In the event that the Company
                     ---------------------------
shall commence the registration of Registrable Securities on behalf of the
Initiating Holders, the Series C

                                       8
<PAGE>

Initiating Holders or the Series D Initiating Holders, as the case may be,
pursuant to the provisions of the Section 5.1, simultaneously with the written
request delivered by the Company pursuant to Section 5.1(a)(i) above, the
Company shall also notify the class of holders who did not initiate the request
for registration of same (by way of example, in the event the Initiating Holders
made the request for registration, the Company would notify the Series C Holders
and the Series D Holders of such, and similarly, in the event that the Series D
Holders made the request for registration the Company would notify the Holders
and Series C Holders of such) and such other class of holders (the "Non-
Requesting Holders") shall have the right within ten (10) days from receipt of
such written notice of the proposed registration requested by the other class of
holders (the "Requesting Holders") to advise the Company in writing that they
wish to be included in such registration. The Company, whether the registration
is underwritten or otherwise, will use its best efforts to include the
Registrable Securities of all Requesting and Non-Requesting Holders in any such
registration (all Requesting and Non-Requesting Holders who have Registrable
Securities included on any registration statement are sometimes collectively
referred to as the "Registering Holders"). In the event that it is unable to do
so (including but not limited to if the managing underwriter of any such
registration determines that marketing factors require a limitation on the
number of Registrable Securities to be underwritten), then the Registrable
Securities to be included in the registration statement shall be allocated among
all Registering Holders in proportion, as nearly as practicable, to the
respective amounts of Registrable Securities held by the Registering Holders at
the time of the initial filing of the registration statement. To facilitate the
allocation of any Registering Holders hereunder, the Company or the managing
underwriter may round to the nearest one hundred (100) shares.

               (c)  Underwriting.  In the event of a registration pursuant to
                    ------------
Section 5.1 (except with respect to any S-3 Registration Request), the Company
shall advise the Holders and/or the Series C Holders and/or the Series D
Holders, as the case may be, as part of the notice given pursuant to Section
5.1(a)(i) and Section 5.1(b) above, that the right of any such Holder and/or
Series C Holder and/or Series D Holder, as the case may be, to registration
pursuant to Section 5.1 shall be conditioned upon such Holder's and/or such
Series C Holder's and/or Series D Holder's participation, as the case may be, in
the underwriting arrangements required by this Section 5.1, and the inclusion of
such Holder's and/or such Series C Holder's and/or Series D Holder's Registrable
Securities, as the case may be, in the underwriting to the extent requested
shall be limited to the extent provided therein.

          The Company shall, together with all Holders and/or Series C Holders
and/or Series D Holders, as the case may be, proposing to distribute their
securities through such underwriting, enter into an underwriting agreement in
customary form with the managing underwriter reasonably acceptable to the
majority in interest of the Initiating Holders and/or Series C Initiating
Holders and/or Series D Initiating Holders, as the case may be. Notwithstanding
any other provision of this Section 5.1, if the managing underwriter advises the
Initiating Holders and/or Series C Initiating Holders and/or Series D Initiating
Holders, as the case may be, in writing that marketing factors require a
limitation of the number of shares to be underwritten, then the Company shall so
advise all Holders and/or Series C Holders and/or Series D Holders, as the case
may be, requesting to be included in the registration and underwriting and the
number of shares of Registrable Securities that

                                       9
<PAGE>

may be included in the registration and underwriting shall be allocated among
all Holders and/or Series C Holders, and/or Series D Holders, as the case may
be, requesting to be included in the registration and underwriting in
proportion, as nearly as practicable, to the respective amounts of Registrable
Securities held by them at the time of filing the registration statement. In the
event that any Registrable Securities are excluded from the underwriting by
reason of the underwriter's marketing limitations, (i) such excluded shares
shall be excluded from the registration and (ii) no shares that are not
Registrable Securities shall be included in the registration. To facilitate the
allocation of shares in accordance with the above provisions, the Company or the
underwriters may round the number of shares allocated to any Holder or any
Series C Holder and/or Series D Holder, as the case may be, to the nearest one
hundred (100) shares. If any Holder and/or any Series C Holder, and/or Series D
Holder as the case may be, of Registrable Securities disapproves of the terms of
the underwriting, such person may elect to withdraw therefrom by written notice
to the Company.

          5.2  Company Registration.
               --------------------

               (a)  Notice of Registration.  If at any time or from time to time
                    ----------------------
the Company shall determine to register any of its equity securities, either for
its own account or the account of a Holder, Series C Holder, Series D Holder or
other holders, other than (i) a registration relating solely to employee benefit
plans, (ii) a registration relating solely to a Rule 145 transaction, or (iii) a
registration in which the only equity security being registered is Common Stock
issuable upon conversion of convertible debt securities which are also being
registered, the Company will:

                    (i)    promptly, and in no event later than ten (10) days
                           after determining to proceed with such registration,
                           give to each Holder, each Series C Holder and each
                           Series D Holder written notice thereof; and

                    (ii)   include in such registration (and any related
                           qualifications including compliance with Blue Sky
                           laws), and in any underwriting involved therein, all
                           the Registrable Securities specified in a written
                           request or requests, made within twenty (20) days
                           after the date of such written notice from the
                           Company, by any Holder, Series C Holder or Series D
                           Holder.

               (b)  Underwriting.  If the registration of which the Company
                    ------------
gives notice is for a registered public offering involving an underwriting, the
Company shall so advise the Holders, the Series C Holders and the Series D
Holders, as a part of the written notice given pursuant to Section 5.2(a)(i). In
such event, the right of any Holder, any Series C Holder or any Series D Holder
to registration pursuant to Section 5.2 shall be conditioned upon such Holder's,
such Series C Holder's and such Series D Holder's participation in such
underwriting and the inclusion of Registrable Securities in the underwriting
shall be limited to the extent provided herein.

     All Holders, Series C Holders and Series D Holders proposing to distribute
their securities through such underwriting shall (together with the Company
and the other holders distributing their

                                       10
<PAGE>

     securities through such underwriting) enter into an underwriting agreement
     in customary form with the managing underwriter selected for such
     underwriting by the Company. Notwithstanding any other provision of this
     Section 5.2, if the managing underwriter determines that marketing factors
     require a limitation of the number of shares to be underwritten, then the
     Company shall so advise all Holders, Series C Holders and Series D Holders
     requesting to include Registrable Securities in the registration and
     underwriting and the number of shares of Registrable Securities that the
     managing underwriter has determined that may be included in the
     registration and underwriting shall be allocated among them in proportion,
     as nearly as practicable, to the respective amounts of Registrable
     Securities held by them at the time of filing the registration statement;
     provided that the managing underwriter may determine that marketing factors
     prohibit the inclusion of any Registrable Securities. In the event that any
     Registrable Securities are excluded from the underwriting by reason of the
     underwriter's marketing limitations, (i) such excluded shares shall be
     excluded from the registration, and (ii) other than shares to be issued and
     sold by the Company, no shares that are not Registrable Securities shall be
     included in the registration. To facilitate the allocation of shares in
     accordance with the above provisions, the Company or the underwriters may
     round the number of shares allocated to any Holder, any Series C Holder or
     any Series D Holder to the nearest one hundred (100) shares. If any Holder,
     Series C Holder or any Series D Holder disapproves of the terms of any such
     underwriting, such person may elect to withdraw therefrom by written notice
     to the Company.

               (c)  Right to Terminate Registration.  The Company shall have the
                    -------------------------------
right to terminate or withdraw any registration initiated by it under this
Section 5.2 prior to the effectiveness of such registration whether or not any
Holder, any Series C Holder or any Series D Holder has elected to include any
securities in such registration.

          5.3  Limitations on Subsequent Registration Rights.  The Company shall
               ---------------------------------------------
not enter into any agreement granting any holder or prospective holder of any
securities of the Company registration rights equal or superior to the rights
granted hereunder without the written consent of the holders of a majority of
the Registrable Securities then outstanding. Notwithstanding the foregoing,
Series D Investors who purchase shares of Series D Preferred in any Supplemental
Initial Closing (as that term is defined in the Series D Purchase Agreement)
shall become parties to this agreement by executing a counterpart hereof and
Schedule 3 shall be amended accordingly.

          5.4  Expenses of Registration.  All Registration Expenses incurred
               ------------------------
pursuant to Section 5.1 and Section 5.2 shall be borne by the Company.
Notwithstanding the foregoing, in the event that Initiating Holders, Series C
Initiating Holders or Series D Initiating Holders cause the Company to begin a
registration pursuant to Section 5.1, and the request for such registration is
subsequently withdrawn by the Requesting Holders requesting such registration or
such registration is not successfully completed due to no fault of the Company,
the class of holders represented by the Requesting Holders shall be deemed to
have forfeited their right to a registration under Section 5.1, unless such
Requesting Holders pay for, or reimburse the Company for, all of the
Registration Expenses incurred in connection with such withdrawn or incomplete
registration. Unless otherwise stated, all Selling Expenses relating to
securities registered on behalf of the Holders, the Series C Holders and the
Series D Holders shall be borne by the Holders, the Series C Holders and the
Series

                                       11
<PAGE>

D Holders of such securities pro rata on the basis of the number of shares so
registered or proposed to be so registered.

          5.5  Registration Procedures.  In the case of each registration
               -----------------------
effected by the Company pursuant to this Agreement, the Company will keep each
Registering Holder advised in writing as to the initiation of such registration
and as to the completion thereof. The Company will, as expeditiously as
reasonably possible:

               (a)  Prepare and file with the Commission a registration
statement, the prospectus, and such amendments and supplements as may be
necessary and use its best efforts to cause such registration statement to
become and remain effective until the distribution described in the registration
statement has been completed.

               (b)  Furnish to the Registering Holders and to the underwriters
of the securities being registered such reasonable number of copies of the
registration statement, preliminary prospectus, final prospectus and such other
documents, including any amendment or supplement to the prospectus, as such
underwriters and Registering Holders may reasonably request in order to
facilitate the public offering of such securities.

               (c)  Use its best efforts to register and qualify the securities
covered by such registration statement under the securities laws of such
jurisdictions as shall be reasonably appropriate for the distribution of the
securities covered by the registration statement.

               (d)  In the event of any underwritten public offering, enter into
and perform its obligations under an underwriting agreement with terms
satisfactory to the managing underwriter of such offering.

               (e)  Notify each Registering Holder 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.

               (f)  Cause all such Registrable Securities registered hereunder
to be listed on each securities exchange or quotation system on which similar
securities issued by the Company are then listed.

               (g)  Provide a transfer agent and registrar for all Registrable
Securities registered pursuant to such registration statement and a CUSIP number
for all such Registrable Securities, in each case not later than the effective
date of such registration.

          5.6  Indemnification.  For the purposes of the remainder of this
               ---------------
Section 5 (i.e. Sections 5.6, 5.7, 5.8, 5.9 and 5.10 hereof), the term "Holder"
shall mean each Holder and each

                                       12
<PAGE>

Series C Holder and each Series D Holder or any other person holding Registrable
Securities to whom rights under this Agreement have been transferred in
accordance with Section 5.9 hereof.

               (a)  The Company will indemnify each Holder, each of its
officers, directors, members, partners and each person controlling such Holder
within the meaning of Section 15 of the Securities Act, with respect to which
registration, qualification or compliance has been effected pursuant to this
Agreement, against all expenses, claims, losses, damages or liabilities (or
actions in respect thereof) (including, without limitation, reasonable
attorney's fees and expenses and expenses related to charges, proceedings,
demands and judgments), including any of the foregoing incurred in settlement of
any litigation, commenced or threatened, arising out of or based on any untrue
statement (or alleged untrue statement) of a material fact contained in any
registration statement, preliminary or final prospectus, offering circular or
other document, or any amendment or supplement thereto, incident to any such
registration, qualification or compliance (including, without limitation, any
qualification and compliance activities incident to any such registration), or
based on any omission (or alleged omission) to state therein a material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances in which they were made, not misleading, or any
violation or alleged violation by the Company of the Securities Act, the
Exchange Act, state securities law or any rule or regulation promulgated under
the such laws applicable to the Company in connection with any such
registration, qualification or compliance, and the Company will reimburse each
such Holder, each of its officers, directors, members, partners and each person
controlling such Holder, for any legal and any other expenses reasonably
incurred, as such expenses are incurred, in connection with investigating,
preparing or defending any such claim, loss, damage, liability or action,
provided that the Company will not be liable in any such case to the extent that
any such claim, loss, damage, liability or expense arises out of or is based on
any untrue statement or omission or alleged untrue statement or omission, made
in reliance upon and in conformity with written information furnished to the
Company by an instrument duly executed by such Holder or controlling person, and
stated to be specifically for use in connection with such registration. The
obligation of the Company pursuant to this Section 5.6(a) to indemnify the
parties identified herein shall not apply to amounts paid in settlement of any
such losses, claims, damages or liabilities (or actions in respect thereof) if
such settlement is effected without the consent of the Company, such consent not
to be unreasonably withheld.

               (b)  To the extent provided below, each Holder will, if
Registrable Securities held by such Holder are included in the securities as to
which such registration is being effected, indemnify the Company, each of its
directors and officers and any underwriter of the Company's securities covered
by such a registration statement, each person who controls the Company within
the meaning of Section 15 of the Securities Act, and each other such Holder,
each of its officers and directors and each person controlling such Holder
within the meaning of Section 15 of the Securities Act, against all claims,
losses, damages and liabilities (or actions in respect thereof) arising out of
or based on any untrue statement (or

                                       13
<PAGE>

alleged untrue statement) of a material fact contained in any such registration
statement, prospectus, offering circular or other document, or 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. The indemnification
obligations of the Holders under this Section 5.6(b) shall only apply to the
extent that such untrue statement (or alleged untrue statement) or omission (or
alleged omission) is made in such registration statement, prospectus, offering
circular or other document in reliance upon and in conformity with written
information furnished to the Company by such Holder expressly stating that such
information may be included in such document. Each Holder will reimburse each
person entitled to indemnification by such Holder hereunder for any legal or any
other expenses reasonably incurred, as such expenses are incurred, in connection
with investigating or defending any such claim, loss, damage, liability or
action. Notwithstanding the foregoing, the liability of each Holder under this
subsection 5.6(b) with respect to a registration shall be limited to an amount
equal to the net proceeds received by such Holder from the sale of Registrable
Securities in such registration. The obligation of any Holder pursuant to this
Section 5.7(b) to indemnify the parties identified herein shall not apply to
amounts paid in settlement of any such losses, claims, damages or liabilities
(or actions in respect thereof) if such settlement is effected without the
consent of such Holder, such consent not to be unreasonably withheld.

               (c)  Each party entitled to indemnification under this Section
5.6 (the "Indemnified Party") shall give notice to the party required to provide
indemnification (the "Indemnifying Party") promptly after such Indemnified Party
has actual knowledge of any claim as to which indemnity may be sought, and shall
permit the Indemnifying Party to assume the defense of any such claim or any
litigation resulting therefrom, provided that counsel for the Indemnifying
Party, who shall conduct the defense of such claim or litigation, shall be
approved by the Indemnified Party (whose approval shall not unreasonably be
withheld), and the Indemnified Party may participate in such defense at such
party's expense, and provided further that the failure of any Indemnified Party
to give notice as provided herein shall not relieve the Indemnifying Party of
its obligations under this Agreement unless and to the extent that the failure
to give such notice is materially prejudicial to an Indemnifying Party's ability
to defend such action and provided further, that the Indemnifying Party shall
not assume the defense for matters as to which there is a conflict of interest
or there are separate and different defenses. No Indemnifying Party, in the
defense of any such claim or litigation, shall, except with the consent of each
Indemnified Party (whose consent shall not be unreasonably withheld), 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.

               (d)  If the indemnification provided for in this Section 5.6 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 on the one hand and of the Indemnified
Party on 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

                                       14
<PAGE>

opportunity to correct or prevent such statement or omission; provided, that in
no event shall any contribution by a Holder hereunder exceed the net proceeds
from the offering received by such Holder from sales of Registrable Securities
in such offering.

          5.7  Information by Holder.  Each Holder, Series C Holder or Series D
               ---------------------
Holder of Registrable Securities included in any registration shall furnish to
the Company such information regarding such Holder, Series C Holder or Series D
Holder, the Registrable Securities held by them and the distribution proposed by
such Holder, Series C Holder or Series D Holder as the Company may request in
writing and as shall be required in connection with any registration referred to
in this Agreement.

          5.8  Exchange Act Reports.  With a view to making available the
               --------------------
benefits of certain rules and regulations of the Commission which may at any
time permit the sale of the Restricted Securities to the public pursuant to a
registration statement on Form S-3 or without registration pursuant to Rule 144,
in each case, after such time as a public market exists for the Common Stock of
the Company, the Company agrees to use all reasonable efforts to:

               (a)  Make and keep public information available, as those terms
are understood and defined in Rule 144, at all times after the effective date
that the Company becomes subject to the reporting requirements of the Securities
Act or the Exchange Act;

               (b)  File with the Commission in a timely manner all reports and
other documents required of the Company under the Securities Act and the
Exchange Act (at any time after it has become subject to such reporting
requirements);

               (c)  Take such other action as may be necessary to allow the
Holders, Series C Holders and Series D Holders to utilize Form S-3, or any
successor form, for the resale of their Registrable Securities; and

               (d)  So long as a Holder, Series C Holder or Series D Holder owns
any Restricted Securities, to furnish to the Holder, Series C Holder or Series D
Holder forthwith upon request a written statement by the Company as to its
compliance with the reporting requirements of said Rule 144 (at any time after
ninety (90) days after the effective date of the first registration statement
filed by the Company for an offering of its securities to the general public),
and of the Securities Act and the Exchange Act (at any time after it has become
subject to such reporting requirements), that it qualifies as a registrant whose
securities may be resold pursuant to a registration statement on Form S-3, a
copy of the most recent annual or quarterly report of the Company, and such
other reports and documents of the Company and other information in the
possession of or reasonably obtainable by the Company as the Holder, Series C
Holder or Series D Holder may reasonably request in availing itself of any rule
or regulation of the Commission allowing the Holder, Series C Holder or Series D
Holder to sell any such securities without registration.

                                       15
<PAGE>

          5.9  Transfer of Registration Rights.  The rights to cause the Company
               -------------------------------
to register securities granted Holders, Series C Holders and Series D Holders
under Sections 5.1 and 5.2 may be assigned to a transferee or assignee in
connection with any transfer or assignment of Registrable Securities by a
Holder, Series C Holder or Series D Holder provided that: (i) such transfer is
otherwise effected in accordance with applicable securities laws and the terms
of this Agreement, (ii) such assignee, following such transfer, holds a number
of Registrable Securities equal to at least 10% of the total number of
Registrable Securities then outstanding or such assignee receives 25% of the
transferor's Registrable Securities, (iii) written notice is promptly given to
the Company, and (iv) such transferee agrees in writing to be bound by the
provisions of this Agreement. Notwithstanding the foregoing, the rights to cause
the Company to register securities may be assigned without compliance with item
(ii) above to (x) any constituent partner, former partner, member or former
member, or shareholder of a Holder, Series C Holder or Series D Holder which is
a partnership, limited liability company or corporation; (y) a family member of
a Holder, Series C Holder or Series D Holder or trust for the benefit of a
Holder, Series C Holder or Series D Holder, the spouse of a Holder, Series C
Holder or Series D Holder or issue of a Holder, Series C Holder or Series D
Holder; or (z) any Affiliated Partnership or any corporation, partnership,
limited liability company or other entity of which at least 75% in interest is
owned or controlled, directly or indirectly, by one or more of the persons
described in (x) or (y), or is under common control with such person.
Registrable Securities acquired by two or more transferees which are affiliates
of each other shall be aggregated for the purpose of determining satisfaction of
the requirement set forth in item (ii) above.

          5.10 Termination/Suspension of Registration Rights.  The rights
               ---------------------------------------------
granted pursuant to Sections 5.1 and 5.2 of this Agreement shall (i) terminate
as to any Holder, Series C Holder or Series D Holder upon the date seven years
after the effective date of the Company's initial public offering and (ii) shall
be suspended as to a Holder, Series C Holder or Series D Holder during such
earlier periods of time as a public market for the Company's Common Stock exists
and such Holder, Series C Holder or Series D, as the case may be, may sell all
Registrable Securities held by such Holder, Series C Holder or Series D Holder
within one ninety (90) day period under Rule 144.

          6.   Lockup Agreement.  Each Investor, Series C Investor, Holder,
               ----------------
Series C Holder, Series D Investor and Series D Holder and transferee hereby
agrees that, in connection with the first registration of the offering of any
securities of the Company under the Securities Act for the account of the
Company, if so requested by any representative of the underwriters (the
"Managing Underwriter"), none of such persons shall sell or otherwise transfer
any Registrable Securities of the Company during the period specified by the
Company's Board of Directors at the request of the Managing Underwriter, with
such period not to exceed one hundred and eighty (180) days (the "Market
Standoff Period"), following the effective date of a registration statement of
the Company filed under the Securities Act; provided, however, that the
                                            --------  -------
restriction contained in this Section 6 shall not apply unless (i) all officers
and directors of the Company, all persons holding more than one percent (1%) of
the Company's outstanding voting securities and all persons with registration
rights similar to those provided for in Section 5.1 or  5.2 above are each bound
by similar lockup provisions as of the time of such registration and (ii) any
discretionary waivers or terminations of the lockup provisions contained herein
or contained in other agreements with the persons described in

                                       16
<PAGE>

clause (i) are applied or offered to all persons subject to such lockup
restrictions on a pro rata basis based on the number of securities of the
Company held by each such person (on an as-converted to Common Stock basis, in
the case of convertible securities) subject to such lockup provisions.
Notwithstanding anything contained in this Section 6 to the contrary, during the
Market Standoff Period, each Investor, Series C Investor, Series D Investor,
Holder, Series C Holder and Series D Holder shall be permitted to effect private
sales of their Registrable Securities provided that the purchaser of such
Registrable Securities purchases such Registrable Securities subject to the
terms of this Section 6. The Company may impose stop-transfer instructions with
respect to securities subject to the restrictions contained in this Section 6
until the end of such Market Standoff Period. Notwithstanding the foregoing, the
provisions of this Section 6 shall not apply to any registration relating solely
to employee benefit plans on Form S-1 or Form S-8 or similar forms which may be
promulgated in the future, or a registration relating solely to a transaction
within Rule 145 of the Securities Act on Form S-4 or similar form which may be
promulgated in the future.

          7.   Governing Law.  This Agreement and the legal relations between
               -------------
the parties arising hereunder shall be governed by and interpreted in accordance
with the laws of the State of New York, as applied to agreements entered into
and wholly performed in New York, without giving effect to the conflicts
principles thereof. The parties hereto agree to submit to the jurisdiction and
venue of the federal and state courts of the State of New York, County of New
York with respect to the breach or interpretation of this Agreement or the
enforcement of any and all rights, duties, liabilities, obligations, powers, and
other relations between the parties arising under this Agreement.

          8.   Entire Agreement.  This Agreement contains the entire agreement
               ----------------
among the parties with respect to the subject matter hereof and supersedes all
prior and contemporaneous arrangements or understandings with respect thereto,
including but not limited to that certain Registration Rights Agreement (the
"Registration Rights Agreement"), dated as of August 16, 1999 among the Company
and each of the persons listed on the Schedule of Investors attached thereto as
Schedule 1 and that certain First Amended and Restated Registration Rights
Agreement dated as of August 26, 1999 (the "First Amended Registration Rights
Agreement") among the Company, each of the persons listed on the Schedule of
Investors attached thereto as Schedule 1 and each of the persons listed on the
Schedule of Series C Investors attached thereto as Schedule 2, and that certain
Amendment No. 1 ("Amendment No. 1") to the First Amended and Restated
Registration Rights Agreement dated as of December 23, 1999, it being expressly
understood and agreed that upon the execution of this Agreement, each of the
Registration Rights Agreement, the First Amended Registration Rights Agreement
and Amendment No. 1 shall be automatically and irrevocably terminated in their
entirety and each such agreement shall be of no further force and effect.

          9.   Notices, etc.   All notices and other communications required or
               ------------
permitted hereunder shall be in writing and shall be mailed by registered or
certified mail, postage prepaid, or otherwise delivered by facsimile
transmission with written confirmation, by hand, by overnight delivery or by
messenger, addressed:

               (a)  if to a Holder, Series C Holder, at such Holder's, Series C
Holder's or Series D Holder's address or addresses as set forth in under such
Holder's, Series C Holder's or

                                       17
<PAGE>

Series D Holder's signature below, or at such other address as such Holder,
Series C Holder or Series D Holder shall have furnished to the Company.

               (b)  if to the Company, to:

               Phase2Media, Inc.
               420 Lexington Avenue, 26/th/ floor
               New York, NY 10170
               Attn: Chief Executive Officer

     or at such other address as the Company shall have furnished to the Holders
and Series C Holders, with a copy to:

               Zukerman Gore & Brandeis, LLP
               900 Third Avenue
               New York, NY 10022
               Attn: Clifford A. Brandeis, Esq.

     Each such notice or other communication shall for all purposes of this
Agreement be treated as effective or having been given when delivered if
delivered personally or by facsimile transmission, or, if sent by mail, at the
earlier of its receipt or seventy-two (72) hours after the same has been
deposited in a regularly maintained receptacle for the deposit of the United
States mail, addressed and mailed as aforesaid.

          10.  Counterparts.  This Agreement may be executed in two or more
               ------------
original or facsimile counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument.

          11.  Successors and Assigns.  Except as otherwise expressly provided
               ----------------------
in this Agreement, the provisions hereof shall inure to the benefit of, and be
binding upon, the successors and assigns of the parties hereto.  In addition,
whether or not any express assignment has been made, the provisions of this
Agreement shall be binding upon any successor or assignee.

          12.  Severability.  Whenever possible, each provision of this
               ------------
Agreement shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement shall be held to be
prohibited by or invalid under applicable law, such provision shall be effective
only to the extent allowed by such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this
Agreement.

          12.  Amendments and Waivers.  Any term hereof may be amended and the
               ----------------------
observance of any term hereof may be waived (either generally or in a particular
instance and either retroactively or prospectively) only with the written
consent of the (i) Company, (ii) holders who beneficially own at least two-
thirds of the Registrable Securities then outstanding, and (iii) the affirmative
written consent of the beneficial holders representing a majority of the class
of securities

                                       18
<PAGE>

issued and outstanding against whom enforcement of any amendment or waiver is
sought (i.e., Series B Preferred Stock, Series C Preferred Stock or Series D
Preferred Stock) in the event that any such waiver, change, modification or
discharge adversely affects a class of securities in a manner inconsistent or
disproportionate with the manner in which all classes of securities are affected
by such waiver, change, modification or discharge, provided, however, that in
the event that the party against whom enforcement of any amendment or waiver is
sought are the Series D Preferred Holders, the affirmative written consent of
holders who beneficially own at least two-thirds of the Series D Preferred Stock
issued and outstanding shall be required. Any amendment or waiver so effected
(or effected pursuant to Section 5.3) shall be binding upon all parties hereto.

          14.  Jury Waiver.   The parties hereto waive all right to trial by
               -----------
jury of any action, suit or proceeding brought to enforce or defend any rights
or remedies arising under or in connection with this Agreement or the
transactions contemplated hereby whether grounded in tort, contract or
otherwise.

                                       19
<PAGE>

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

     The Company:

     Phase2Media, Inc.
          a Delaware corporation

     By: /s/ Richard S. Nachmias
        -------------------------
        Name:  Richard S. Nachmias
        Title: CFO

     Investor:

     Vector Capital II, L.P.

     By: Vector Capital Partners II, L.L.C., General Partner

     By: /s/ Alex Slusky
        -------------------------
     Alex Slusky, Managing Member

     Address for Notices:

     VECTOR CAPITAL
     456 MONTGOMERY STREET, 19TH FLOOR
     SAN FRANCISCO, CA 94104

     Other Investors:

     /s/ Robert Amen
     -----------------------
     Robert Amen

     Address for Notices:

     VECTOR CAPITAL
     456 MONTGOMERY STREET, 19TH FLOOR
     SAN FRANCISCO, CA 94104

     /s/ Barbara Lewis
     -----------------------
     Barbara Lewis

     Address for Notices:

     VECTOR CAPITAL
     456 MONTGOMERY STREET, 19TH FLOOR
     SAN FRANCISCO, CA 94104

     /s/ Christopher G. Nicholson
     -----------------------
     Christopher G. Nicholson

     Address for Notices:

     VECTOR CAPITAL
     456 MONTGOMERY STREET, 19TH FLOOR
     SAN FRANCISCO, CA 94104

                                       20
<PAGE>

     /s/ Jennifer Taylor
     -----------------------
     Jennifer Taylor


     Address for Notices:

     VECTOR CAPITAL
     456 MONTGOMERY STREET, 19TH FLOOR
     SAN FRANCISCO, CA 94104


     HACHETTE FILIPACCHI INTERACTIONS S.A.


     By: /s/ Herve Digne
        --------------------
     Name:  Herve Digne
     Title: President

     Address for Notices:

     149, Rue Anatole France
     92534 Levallois - Perret Cedex
     France

                                       21
<PAGE>

     Series C Investors:

     Vector Capital II, L.P.

     By: Vector Capital Partners II, L.L.C., General Partner

     By: /s/ Alex Slusky
        -------------------------
     Alex Slusky, Managing Member

     Address for Notices:

     VECTOR CAPITAL
     456 MONTGOMERY STREET, 19TH FLOOR
     SAN FRANCISCO, CA 94104

     STV Partners II, L.L.C.


     By: /s/ Jerome C. Silvey
        -------------------------
          Jerome C. Silvey
          General Manager

     Address for Notices:

     391 W. Putnam
     Greenwich CT 06830

     P2M, LLC

     By: /s/ Kevin Eilian
        -------------------------
          Kevin Eilian
          Managing Member

     Address for Notices:
     _______________________
     _______________________



     /s/ John W. Danner
     ----------------------------------------
     John W. Danner as Trustee for the John W.
     Danner Separate Property Trust UDT 4/6/99


     Address for Notices:

     147 La Sandra Way
     Portola Valley, CA 94028

                                       22
<PAGE>

     Series D Investors:

     GE CAPITAL EQUITY INVESTMENTS,  INC.


     By: /s/ Steve Smith
        ----------------------
      Name:  Steve Smith
      Title: Managing Director

     Address for Notices:

     120 Long Ridge Road
     Stamford, CT 06972


     VECTOR CAPITAL II, L.P.


     By:  Vector Capital Partners II, LLC, as General Partner

     /s/ Alex Slusky
     --------------------------
     By:  Alex Slusky
     Title: Managing Member

     Address for Notices:

     VECTOR CAPITAL
     456 MONTGOMERY STREET, 19TH FLOOR
     SAN FRANCISCO, CA 94104


     VECTOR MEMBER FUND II, LP


     By: /s/ Alexander R. Slusky
        -------------------------
     Name:  Alexander R. Slusky
     Title: Managing Member, Vector Capital Partners II L.L.C.
            The General Partner of Vector Member Fund II, L.P.

     Address for Notices:

     VECTOR CAPITAL
     456 MONTGOMERY STREET, 19TH FLOOR
     SAN FRANCISCO, CA 94104

                                       23
<PAGE>

     HACHETTE FILIPACCHI INTERACTIONS S.A.


     By: /s/ Herve Digne
        -------------------------
     Name:  Herve Digne
     Title: President

     Address for Notices:

     149 Rue Anatole France
     92534 Levallois - Perret Cedex France


     /s/ Jeffrey D. Zukerman
     ----------------------------
     Jeffrey D. Zukerman

     Address for Notices:

     C/o Zukerman Gore & Brandeis
     980 Third Ave
     NYC 10022


     /s/ Nathaniel S. Gore
     ----------------------------
     Nathaniel S. Gore

     Address for Notices:

     C/o Zukerman Gore & Brandeis
     980 Third Ave
     NYC 10022

     /s/ Clifford A. Brandeis
     ----------------------------
     Clifford A. Brandeis

     Address for Notices:

     C/o Zukerman Gore & Brandeis
     980 Third Ave
     NYC 10022

     /s/ Andrew M. Chonoles
     ----------------------------
     Andrew M. Chonoles

     Address for Notices:

     C/o Zukerman Gore & Brandeis
     980 Third Ave
     NYC 10022

     /s/ Kent Baum
     ----------------------------
     Kent Baum

     Address for Notices:

     C/o Deutche Bank Alex.Brown
     101 California Street
     San Francisco, CA 94111

                                       24
<PAGE>

/s/ Herve Digne
--------------------------------
Herve Digne


Address for Notices:

c/o Hachette Filipacchi Interactions
------------------------------------
149, rue Anatole France,
------------------------
92534 Levallois - Perret Cedex France
-------------------------------------


/s/ Richard LeFurgy
---------------------------------
Richard LeFurgy


Address for Notices:

Walden VC, 750 Battery St, Suite 700
------------------------------------
San Francisco, CA 94111
-----------------------


/s/ Steven Eskenazi
---------------------------------
Steven Eskenazi


Address for Notices:

Walden VC, 750 Battery St
-------------------------
San Francisco, CA 94111
-----------------------


/s/ Robert Petrocelli
---------------------------------
Robert Petrocelli


Address for Notices:

10 Byrd St.
-----------------
Rye, NY 10580
-----------------


/s/ Louis LaTorre
---------------------------------
Louis LaTorre


Address for Notices:

39 Eagle Ct
-----------
W. Plains NY 10601
------------------
                                      25
<PAGE>

STV PARTNERS IX, LLC


By: /s/ Jerome Silvey
    -----------------------------------
Name: Jerome Silvey
Title: General Manager


Address for Notices:

391 W. Putman
Greenwich, CT 06830
----------------------

P2M INVESTMENT PARTNERSHIP


By: /s/ Thomas C. Janson, Jr.
    -----------------------------------
Thomas C. Janson, Jr.
---------------------
General Partner
----------------------

Address for Notices:

C/O Thomas C. Janson, Jr.
-------------------------
120 Fence Row Drive
-------------------
Fairfield, CT 06430


/s/ John W. Danner
---------------------------------------
John W. Danner as Trustee for the John W.
Danner Separate Property Trust UDT 4/6/99


Address for Notices:

147 La Sandra Way
-----------------
Portola Valley, CA 94028
------------------------
                                      26