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                                                                    EXHIBIT 10.5

                                 ZIPREALTY, INC.

                           FIFTH AMENDED AND RESTATED
                           INVESTORS' RIGHTS AGREEMENT

     This Fifth Amended and Restated Investors' Rights Agreement is made as of
December 17, 2002 by and among zipRealty, Inc., a California corporation located
at 2000 Powell Street, Suite 1555 Emeryville, California 94608 (the "COMPANY"),
and the Holders (as defined below).

     1. Registration Rights. The Company covenants and agrees as follows:

          1.1 Definitions. For purposes of this Section 1:

               (a) The term "REGISTER," "REGISTERED," and "REGISTRATION" refer
to a registration effected by preparing and filing a registration statement or
similar document in compliance with the Securities Act of 1933, as amended ("THE
ACT"), and the declaration or ordering of effectiveness of such registration
statement or document;

               (b) The term "REGISTRABLE SECURITIES" means the Common Stock, (i)
issuable or issued upon conversion of the Series A Preferred Stock issued
pursuant to the Series A Preferred Stock Purchase Agreement dated July 7, 1999;
(ii) issuable or issued upon conversion of the Series B Preferred Stock issued
pursuant to the Series B Preferred Stock Purchase Agreement dated November 30,
1999; (iii) issuable or issued upon conversion of the Series C Preferred Stock
issued pursuant to the Series C Preferred Stock Purchase Agreement dated July
28, 2000; (iv) issuable or issued upon conversion of the Series D Preferred
Stock issued pursuant to the Series D Preferred Stock Purchase Agreement dated
May 18, 2001; (v) issuable or issued upon conversion of the Series E Preferred
Stock issued upon conversion of the Senior Secured Convertible Promissory Notes
issued pursuant to the Note and Warrant Purchase Agreement dated February 11,
2002; (vi) issuable or issued upon conversion of the Series F Preferred Stock
issued upon conversion of the Senior Secured Convertible Promissory Notes issued
pursuant to the Note and Warrant Purchase Agreement of even date herewith; (vii)
issuable or issued upon conversion of the Warrant Shares (defined below); and
(viii) any Common Stock of the Company issued as (or issuable upon the
conversion or exercise of any warrant, right or other security which is issued
as) a dividend or other distribution with respect to, or in exchange for or in
replacement of, such Series A Preferred Stock, Series B Preferred Stock, Series
C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series F
Preferred Stock and Warrant Shares excluding in all cases, however, (i) any
Registrable Securities sold by a person in a transaction in which such person's
rights under this Section 1 are not assigned, or (ii) any Registrable Securities
sold to or through a broker or dealer or underwriter in a public distribution or
a public securities transaction.

               (c) The number of shares of "REGISTRABLE SECURITIES THEN
OUTSTANDING" shall be determined by the number of shares of Common Stock
outstanding which are, and the number of

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shares of Common Stock issuable pursuant to then exercisable or convertible
securities which are, Registrable Securities.

               (d) The term "HOLDER" means any person owning or having the right
to acquire Registrable Securities or any assignee thereof in accordance with
Section 1.12 hereof.

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

               (f) The term "INITIATING HOLDERS" shall mean any Holder or
Holders who in the aggregate hold not less than thirty percent (30%) of the then
outstanding Registrable Securities.

               (g) The term "WARRANT SHARES" means any shares of Common Stock
issuable or issued upon conversion of (i) the Series F Preferred Stock issued
upon exercise of the Warrants (as defined in the Note and Warrant Purchase
Agreement of even date herewith); (ii) the Series F Preferred Stock issued upon
exercise of the Warrants (as defined in the Note and Warrant Purchase Agreement
dated October 28, 2002); (iii) the Series E-1 Preferred Stock issued upon
exercise of the Primary Warrants and Secondary Warrants (as defined in the Note
and Warrant Purchase Agreement dated February 11, 2002); (iv) the Series C
Preferred Stock issued upon exercise of the Series C Warrants (as that term is
defined in the Series C Preferred Stock Purchase Agreement dated July 28, 2000);
(v) the Series B Preferred Stock issued upon exercise of a warrant to purchase
30,485 shares of Series B Preferred Stock issued to Vanguard VI, L.P. dated
November 3, 1999; (vi) the Series B Preferred Stock issued upon exercise of a
warrant to purchase 1,261 shares of Series B Preferred Stock issued to Vanguard
VI Affiliates Fund L.P. dated November 3, 1999; (vii) the Series B Preferred
Stock issued upon exercise of a warrant to purchase 10,159 shares of Series B
Preferred Stock issued to Barrington Partners LLC dated November 17, 1999; and
(viii) the Series A Preferred Stock issued upon exercise of a warrant to
purchase 22,222 shares of Series A Preferred Stock issued to Iverson Financial
Corp. dated March 29, 1999.

          1.2 Demand Registration.

               (a) Request for Registration. If the Company shall receive from
the Initiating Holders at any time or times not earlier than the earlier of (i)
three (3) years after the date of the First Closing (as defined in the Note and
Warrant Purchase Agreement of even date herewith) or (ii) six (6) months after
the effective date of the first registration statement filed by the Company
covering an underwritten offering of any of its securities to the general
public, a written request that the Company effect any registration with respect
to all or a part of the Registrable Securities, the aggregate proceeds of which
(after deduction for underwriter's discounts and expenses related to the
issuance) exceed $10,000,000 the Company will:

                    (i) promptly give written notice of the proposed
registration to all other Holders; and

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                    (ii) as soon as practicable, use its commercially reasonable
efforts to effect such registration (including, without limitation, filing
post-effective amendments, appropriate qualifications under applicable Blue Sky
or other state securities laws, and appropriate compliance with the Act) 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 joining
in such request as are specified in a written request received by the Company
within twenty (20) days after such written notice from the Company is mailed or
delivered. Notwithstanding anything to the contrary contained herein, if the
underwriters have not limited the number of Registrable Securities to be
underwritten in the requested registration, the Company shall be entitled, at
its election, to join in any such registration with respect to securities to be
offered by it or any other party.

               (b) Exclusions. The Company shall not be obligated to effect, or
to take any action to effect, any such registration pursuant to this Section
1.2:

                    (i) In any particular jurisdiction in which the Company
would be required to execute a general consent to service of process in
effecting such registration, qualification, or compliance, unless the Company is
already subject to service in such jurisdiction and except as may be required by
the Act;

                    (ii) After the Company has initiated two (2) such
registrations pursuant to this Section 1.2;

                    (iii) During the period starting with the date sixty (60)
days prior to the Company's good faith estimate of the date of filing of, and
ending on a date one hundred eighty (180) days after the effective date of, a
Company-initiated registration; provided that the Company is actively employing
in good faith all reasonable efforts to cause such registration statement to
become effective;

                    (iv) If the Initiating Holders propose to dispose of shares
of Registrable Securities which may be immediately registered on Form S-3
pursuant to a request made under Section 1.11 hereof;

                    (v) If the Initiating Holders do not request that such
offering be firmly underwritten by underwriters selected by the Initiating
Holders (subject to the consent of the Company, which consent shall not be
unreasonably withheld); or

                    (vi) If the Company and the Initiating Holders are unable to
obtain the commitment of the underwriter described in clause (v) above to firmly
underwrite the offer.

               (c) Registration Statement. Subject to the foregoing clauses (i)
through (vi) above, the Company shall file a registration statement covering the
Registrable Securities so requested to be registered as soon as practicable
after receipt of the request or requests of the Initiating Holders; provided,
however, that if (i) in the good faith judgment of the Board of Directors of the
Company, such registration would be detrimental to the Company and the Board of
Directors

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of the Company concludes, as a result, that it is in the best interests of the
Company to defer the filing of such registration statement at such time, and
(ii) the Company shall furnish to such Holders a certificate signed by the
President of the Company stating that in the good faith judgment of the Board of
Directors of the Company, it would be detrimental to the Company for such
registration statement to be filed in the near future and that it is, therefore,
in the best interests of the Company to defer the filing of such registration
statement, then the Company shall have the right to defer such filing (except as
provided in clause (b)(iii) above) for a period of not more than one hundred
twenty (120) days after receipt of the request of the Initiating Holders, and,
provided further, that the Company shall not defer its obligation in this manner
more than once in any twelve-month period.

          The registration statement filed pursuant to the request of the
Initiating Holders may, subject to the provisions of Sections 1.2(d) and 1.2(e)
hereof, include other securities of the Company, with respect to which
registration rights have been granted, and may include securities of the Company
being sold for the account of the Company.

               (d) Underwriting. The right of any Holder to registration
pursuant to Section 1.2 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 securities through such underwriting shall enter into an
underwriting agreement in customary form with the selected underwriter. A Holder
may elect to include in such underwriting all or a part of the Registrable
Securities he, she or it holds.

               (e) Procedures and Allocation of Registration Rights.

                    (i) If the Company shall request inclusion in any
registration pursuant to Section 1.2 of securities being sold for its own
account, or if other persons shall request inclusion in any registration
pursuant to Section 1.2, the Initiating Holders shall, on behalf of all Holders,
offer to include such securities in the underwriting and may condition such
offer on their acceptance of the further applicable provisions of this Section 1
(including Section 1.13). The Company shall (together with all Holders and other
persons proposing to distribute their securities through such underwriting)
enter into an underwriting agreement in customary form with the representative
of the underwriter or underwriters selected for such underwriting by a majority
in interest of the Initiating Holders, which underwriters are reasonably
acceptable to the Company. Notwithstanding any other provision of this Section
1.2, if the representative of the underwriters advises the Initiating Holders in
writing that marketing factors require a limitation on the number of shares to
be underwritten, the number of shares to be included in the underwriting or
registration shall be allocated as set forth in Section 1.2(e)(ii) below. If a
person who has requested inclusion in such registration as provided above does
not agree to the terms of any such underwriting, such person shall be excluded
therefrom by written notice from the Company, the underwriter or the Initiating
Holders. The securities so excluded shall also be withdrawn from registration.
Any Registrable Securities or other securities excluded or withdrawn from such
underwriting shall also be withdrawn from such registration. If shares are so
withdrawn from the registration and if the number of shares to be included in
such registration was previously reduced as a result of marketing factors
pursuant to this Section 1.2(e), then the Company shall offer to all holders who
have retained

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rights to include securities in the registration the right to include additional
securities in the registration in an aggregate amount equal to the number of
shares so withdrawn, with such shares to be allocated among such Holders
requesting additional inclusion in accordance with Section 1.2(e)(ii) below.

                    (ii) Allocation of Registration Rights.

                         (1) In any circumstance in which all of the Registrable
Securities and other shares of Common Stock of the Company (including shares of
Common Stock issued or issuable upon conversion of shares of any currently
unissued series of Preferred Stock of the Company) with registration rights (the
"Other Shares") requested to be included in a registration on behalf of the
Holders or other selling shareholders cannot be so included as a result of
limitations of the aggregate number of shares of Registrable Securities and
Other Shares that may be so included, the number of shares of Registrable
Securities and Other Shares that may be so included shall first be allocated
among the Holders of Registrable Securities requesting inclusion of shares, pro
rata on the basis of the number of shares of Registrable Securities that would
be held by such Holders, assuming conversion, and then allocated among other
selling shareholders requesting including of shares, pro rata on the basis of
the number of shares of Other Shares that would be held by such other selling
shareholders, assuming conversion; provided, however, that the number of shares
of Registrable Securities to be included in such underwriting and registration
shall not be reduced unless all Other Securities of the Company are first
entirely excluded from the underwriting and registration; provided further, that
such allocation shall not operate to reduce the aggregate number of Registrable
Securities and Other Shares to be included in such registration, if any Holder
or other selling shareholder does not request inclusion of the maximum number of
shares of Registrable Securities and Other Shares allocated to him, her or it
pursuant to the above-described procedure, in which case the remaining portion
of his, her or its allocation shall be reallocated among those requesting
Holders and other selling shareholders whose allocations did not satisfy their
requests pro rata on the basis of the number of shares of Registrable Securities
and Other Shares which would be held by such Holders and other selling
shareholders, assuming conversion, and this procedure shall be repeated until
all of the shares of Registrable Securities and Other Shares which may be
included in the registration on behalf of the Holders and other selling
shareholders have been so allocated. Any Registrable Securities and Other
Securities excluded and withdrawn from such underwriting shall be withdrawn from
registration.

                         (2) The Company shall not limit the number of
Registrable Securities to be included in a registration pursuant to this
Agreement in order to include shares held by shareholders with no registration
rights or to include shares of stock issued to founders of the Company or to
employees, officers, directors, or consultants pursuant to the Company's Stock
Option Plan, or in the case of registrations under Sections 1.2 or 1.11 hereof,
in order to include in such registration securities registered for the Company's
own account.

          1.3 Company Registration. If (but without any obligation to do so) the
Company proposes to register any of its stock or other securities under the Act
in connection with the public offering of such securities solely for cash (other
than a registration relating solely to the sale of

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securities to participants in a Company stock plan, or a registration on any
form which does not include substantially the same information as would be
required to be included in a registration statement covering the sale of the
Registrable Securities), the Company shall, at such time, promptly give each
Holder written notice of such registration. Upon the written request of each
Holder given within twenty (20) days after mailing of written notice by the
Company, the Company shall, subject to the provisions of Section 1.7, cause to
be registered under the Act all of the Registrable Securities that each such
Holder has requested to be registered.

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

               (a) Prepare and file with the SEC a registration statement with
respect to such Registrable Securities and use its best efforts to cause such
registration statement to become effective, and, upon the request of the holders
of a majority of the Registrable Securities registered thereunder, keep such
registration statement effective for the earlier of one hundred twenty (120)
days or until the distribution described in the registration statement has been
completed;

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

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

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

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

               (f) Notify each Holder covered by such registration statement at
any time when a prospectus relating thereto is required to be delivered under
the Act of the happening of any event as a result of which the prospectus
included in such 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, and use reasonable efforts to amend or
supplement such prospectus in order to cause

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such prospectus not to include any untrue statement of material fact or omission
to state a material fact required to be stated therein or necessary to make the
statements therein not misleading in the light of the circumstances then
existing;

               (g) Furnish, at the request of any Holder requesting registration
of Registrable Securities pursuant to this Section 1, on the date that such
Registrable Securities are delivered to the underwriters for sale in connection
with a registration pursuant to this Section 1, 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, an opinion, dated 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, addressed to the underwriters, if any, and to the Holders requesting
registration of Registrable Securities and use its best efforts to cause its
independent certified public accountants to provide "cold comfort" letters and
updates thereof addressed to each Holder (unless such accountants shall be
prohibited from so addressing such letters by applicable standards of the
accounting profession) and each of the underwriters, such letters to be in
customary form and to cover matters of the type customarily covered in "cold
comfort" letters in connection with underwritten offerings;

               (h) Cause all such Registrable Securities registered pursuant
hereunder to be listed or quoted on each securities exchange or automated
quotation system on which similar securities issued by the Company are then
listed or quoted, and, if no such securities are so listed or quoted, cause such
securities to be listed on a national securities exchange or the Nasdaq Stock
Market;

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

               (j) Otherwise use its best efforts to comply with all applicable
rules and regulations of the SEC.

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

          1.6 Expenses of Registration. The Company shall bear and pay all
expenses incurred in connection with any registration, filing or qualification
of Registrable Securities with respect to the registrations pursuant to Sections
1.2 and 1.3 for each Holder (which right may be assigned as provided in Section
1.12), including (without limitation) all registration, filing, and
qualification fees, printers and accounting fees relating or apportionable
thereto and the reasonable fees and disbursements of one counsel for the selling
Holders selected by them, but excluding underwriting discounts and commissions
relating to Registrable Securities.

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          1.7 Underwriting Requirements. In connection with any offering
involving an underwriting of shares being issued by the Company, the Company
shall not be required under Section 1.3 to include any of the Holders'
securities in such underwriting unless they accept the terms of the underwriting
as agreed upon between the Company and the underwriters selected by it (or by
other persons entitled to select the underwriters), and then only in such
quantity as will not, in the opinion of the underwriters, jeopardize the success
of the offering by the Company, but in no event will (i) shares of the Company's
equity securities held by persons other than the Holders be included in such
registration if Registrable Securities are excluded from such registration, and
(ii) the amount of Registrable Securities of the selling Holders included in the
offering be reduced below thirty percent (30%) of the total amount of securities
included in such offering (the Registrable Securities so included to be
apportioned pro rata among the selling shareholders according to the total
amount of Registrable Securities entitled to be included therein owned by each
selling shareholder or in such other proportions as shall mutually be agreed to
by such selling shareholders), unless such offering is the initial public
offering of the Company's securities in which case the selling shareholders may
be excluded entirely if the underwriters make the determination described above
and no other shareholder's securities are included. For purposes of
apportionment, any selling shareholder which is a Holder of Registrable
Securities and which is a partnership or corporation, the partners, retired
partners and shareholders of such Holder, or the estates and family members of
any such partners and retired partners and any trusts for the benefit of any of
the foregoing persons shall be deemed to be a single "selling shareholder," and
any pro rata reduction with respect to such "selling shareholder" shall be based
upon the aggregate amount of shares carrying registration rights owned by all
entities and individuals included in such "selling shareholder," as defined in
this sentence.

     The Company shall have the right to include shares now or hereafter owned
by the Company's officers and employee directors that are not already, by virtue
of this Agreement, deemed Registrable Securities (the "MANAGEMENT SHARES") in
any registration pursuant to Section 1.3, provided, however, that all of the
Management Shares and all other outstanding shares of the Company's equity
securities shall be excluded from such registration before any Registrable
Securities are excluded from such registration pursuant to this Section 1.7. If
Management Shares are included in a registration pursuant to Section 1.3, each
holder of Management Shares will be deemed a "Holder" (as that term is defined
in Section 1 of this Agreement) for all purposes under this Agreement.

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

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

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

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Exchange Act of 1934, amended (the "1934 ACT"), against any losses, claims,
damages, or liabilities (joint or several) to which they may become subject
under the Act, the 1934 Act or other federal or state law, 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"): (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 Act, the 1934 Act, any state securities law or
any rule or regulation promulgated under the Act, the 1934 Act or any state
securities law; and the Company will pay to each such Holder, underwriter or
controlling person, as incurred, 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 1.9(a) shall not apply to amounts paid in settlement
of any such loss, claim, damage, liability, or action if such settlement is
effected without the 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 any such Holder or controlling person.

               (b) To the extent permitted by law, each selling Holder will
indemnify and hold harmless the Company, each of its directors, each of its
officers who has signed the registration statement, each person, if any, who
controls the Company within the meaning of the Act, any underwriter, any other
Holder selling securities in such registration statement and any controlling
person of any such underwriter or other Holder, against any losses, claims,
damages, or liabilities (joint or several) to which any of the foregoing persons
may become subject, under the Act, the 1934 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 expressly for
use in connection with such registration; and each such Holder will pay, as
incurred, any legal or other expenses reasonably incurred by any person intended
to be indemnified pursuant to this Section 1.9(b), in connection with
investigating or defending any such loss, claim, damage, liability, or action;
provided, however, that the indemnity agreement contained in this Section 1.9(b)
shall not apply to amounts paid in settlement of any such loss, claim, damage,
liability or action if such settlement is effected without the consent of the
Holder, which consent shall not be unreasonably withheld; provided, that, in no
event shall any indemnity under this Section 1.9(b) exceed the net proceeds from
the offering received by such Holder.

               (c) Promptly after receipt by an indemnified party under this
Section 1.9 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 1.9, 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

                                                                             -9-
<PAGE>

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 prejudicial to its ability to defend such action, shall relieve such
indemnifying party of any liability to the indemnified party under this Section
1.9, 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 1.9.

               (d) If the indemnification provided for in this Section 1.9 is
held by a court of competent jurisdiction to be unavailable to an indemnified
party with respect to any loss, liability, claim, damage or expense referred to
therein, then the indemnifying party, in lieu of indemnifying such indemnified
party hereunder, shall contribute to the amount paid or payable by such
indemnified party as a result of such loss, liability, claim, damage or expense
in such proportion as is appropriate to reflect the relative fault of the
indemnifying party on the one hand and of the indemnified party on the other in
connection with the statements or omissions that resulted in such loss,
liability, claim, damage or expense as well as any other relevant equitable
considerations; provided, that, in no event shall any contribution by a Holder
under this Section 1.9(d) exceed the net proceeds from the offering received by
such Holder, except in the case of willful fraud by such Holder. The relative
fault of the indemnifying party and of the indemnified party shall be determined
by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission to state a material fact relates to
information supplied by the indemnifying party or by the indemnified party and
the parties' relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission.

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

               (f) The obligations of the Company and Holders under this Section
1.9 shall survive the completion of any offering of Registrable Securities in a
registration statement under this Section 1, and otherwise.

          1.10 Reports Under Securities Exchange Act of 1934. With a view to
making available to the Holders the benefits of Rule 144 promulgated under the
Act and any other rule or regulation of the SEC that may at any time permit a
Holder to sell securities of the Company to the public without registration or
pursuant to a registration on Form S-3, the Company agrees to use reasonable
efforts to:

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<PAGE>

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

               (b) take such action, including the voluntary registration of its
Common Stock under Section 12 of the 1934 Act, as is necessary to enable the
Holders to utilize Form S-3 for the sale of their Registrable Securities;

               (c) file with the SEC in a timely manner all reports and other
documents required of the Company under the Act and the 1934 Act; and

               (d) furnish to any Holder, so long as the Holder owns any
Registrable Securities, forthwith upon request (i) a written statement by the
Company that it has complied with the reporting requirements of SEC Rule 144 (at
any time after ninety (90) days after the effective date of the first
registration statement filed by the Company), the Act and the 1934 Act (at any
time after it has become subject to such reporting requirements), or that it
qualifies as a registrant whose securities may be resold pursuant to Form S-3
(at any time after it so qualifies), (ii) a copy of the most recent annual or
quarterly report of the Company and such other reports and documents so filed by
the Company, and (iii) such other information as may be reasonably requested in
availing any Holder of any rule or regulation of the SEC which permits the
selling of any such securities without registration or pursuant to such form.

          1.11 Form S-3 Registration. In case the Company shall receive from the
Initiating Holders a written request or requests that the Company effect a
registration on Form S-3 and any related qualification or compliance with
respect to all or a part of the Registrable Securities then outstanding owned by
such Holders, the Company will:

               (a) promptly give written notice of the proposed registration,
and any related qualification or compliance, to all other Holders; and

               (b) as soon as practicable, effect such registration and all such
qualifications and compliances as may be so requested and as would permit or
facilitate the sale and distribution of all or such portion of such Initiating
Holders' Registrable Securities as are specified in such request, together with
all or such portion of the Registrable Securities of any other Holder or Holders
joining in such request as are specified in a written request given within
fifteen (15) days after receipt of such written notice from the Company;
provided, however, that the Company shall not be obligated to effect any such
registration, qualification or compliance, pursuant to this Section 1.11: (1) if
Form S-3 (or any successor or similar form) is not available for such offering
by the Holders; (2) if the Holders, together with the holders of any other
securities of the Company entitled to inclusion in such registration, propose to
sell Registrable Securities and such other securities (if any) at an aggregate
price to the public (net of any underwriters' discounts or commissions) of less
than $1,000,000; (3) if the Company shall furnish to the Holders a certificate
signed by the President of the Company stating that in the good faith judgment
of the Board of Directors of the Company, it would be seriously detrimental to
the Company and its shareholders for such Form S-3 Registration to be effected
at such time, in which event the Company shall have the right to defer the
filing of the

                                                                            -11-
<PAGE>

Form S-3 registration statement for a period of not more than 120 days after
receipt of the request of the Holder or Holders under this Section 1.11;
provided, however, that the Company shall not utilize this right more than once
in any twelve (12) month period; or (4) in any particular jurisdiction in which
the Company would be required to qualify to do business or to execute a general
consent to service of process in effecting such registration, qualification or
compliance.

               (c) 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 part of their request made pursuant to this
Section 1.11 and the Company shall include such information in the written
notice referred to in Section 1.11(a). In such event, the right of any Holder to
include such Holder's Registrable Securities in such registration shall be
conditioned upon such Holder's participation in such underwriting and the
inclusion of such Holder's Registrable Securities in the underwriting (unless
otherwise mutually agreed by a majority in interest of the Initiating Holders
and such Holder) to the extent provided herein. All Holders proposing to
distribute their securities through such underwriting shall (together with the
Company as provided in Section 1.4(e)) 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.

               (d) Subject to the foregoing, the Company shall file a
registration statement covering the Registrable Securities and other securities
so requested to be registered as soon as practicable after receipt of the
request or requests of the Initiating Holders. All expenses incurred in
connection with a registration requested pursuant to Section 1.11, including
(without limitation) all registration, filing, qualification, printer's and
accounting fees and the reasonable fees and disbursements of one counsel for the
selling Holder or Holders and counsel for the Company, but excluding any
underwriters' discounts or commissions associated with Registrable Securities,
shall be borne by the Company.

          1.12 Assignment of Registration Rights. The rights to cause the
Company to register Registrable Securities pursuant to this Section 1 may be
assigned by a Holder to a transferee or assignee who acquires at least 50,000
shares of Registrable Securities (provided that such rights may be assigned by a
Holder to a limited partner, general partner or other affiliate of a Holder
regardless of the number of shares acquired by such transferee), provided the
Company is, within a reasonable time after such transfer, furnished with 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,
provided, further, that such assignment shall be effective only if immediately
following such transfer the further disposition of such securities by the
transferee or assignee is restricted under the Act, and the transferee or
assignee enters into a written agreement with the Company whereby the transferee
or assignee agrees to be bound by the terms of this Agreement including, but not
limited to, the terms of Section 1.13 of this Agreement.

          1.13 "Market Stand-Off" Agreement. Each holder of securities which are
or at one time were Registrable Securities (or which are or were convertible
into Registrable Securities) hereby agrees that, during a period not to exceed
180 days, following the effective date of the initial public offering of the
Company, it shall not without the prior written consent of the managing

                                                                            -12-
<PAGE>

underwriter sell or otherwise transfer or dispose of (other than to a donee who
agrees to be similarly bound) any Common Stock of the Company held by it at any
time during such period except Common Stock included in such registration, and
further agrees to execute the managing underwriters' standard form of lock-up
agreement which shall reflect terms similar to those set forth in this Section
1.13. The foregoing provisions of this Section 1.13 shall only be applicable to
the Holders if all officers and directors and greater than 1% shareholders of
the Company enter into similar agreements. In order to enforce the foregoing
covenant, the Company may impose stop-transfer instructions with respect to the
Registrable Securities of each Holder (and the shares or securities of every
other person subject to the foregoing restriction) until the end of such period.

          1.14 Termination of Registration Rights. No shareholder shall be
entitled to exercise any right provided for in this Section 1 after the earlier
of (i) five (5) years following the consummation of the sale of securities
pursuant to a registration statement filed by the Company under the Act in
connection with the initial firm commitment underwritten offering of its
securities to the general public, or (ii) as to a given Holder, when such Holder
can sell all of such Holder's Registrable Securities in a ninety (90) day period
pursuant to Rule 144 promulgated under the Act.

          1.15 Future Registration Rights. Other than the rights granted herein,
the Company shall not grant any registration rights senior to or on parity with
the registration rights of the Registrable Securities as set forth herein
without the consent of the Holders of a majority of Registrable Securities then
outstanding.

     2. Information Rights.

          2.1 Inspection. The Company shall permit each Holder holding at least
100,000 shares of the Registrable Securities, at such Holder's expense to visit
and inspect the Company's properties, to examine its books of account and
records and to discuss the Company's affairs, finances and accounts with its
officers, all at such reasonable times as may be requested by the Holder;
provided, however, that the Company shall not be obligated pursuant to this
Section 2.1 to provide access to any information which it reasonably considers
to be a trade secret or similar confidential information.

          2.2 Delivery of Financial Statements. The Company shall deliver to
each Holder which holds at least 100,000 shares of Registrable Securities:

               (a) as soon as practicable, but in any event within ninety (90)
days after the end of each fiscal year of the Company, a balance sheet, and
statements of operations and cash flow for such fiscal year. Such year-end
financial reports to be in reasonable detail, prepared in accordance with
generally accepted accounting principles ("GAAP"), and audited by independent
public accountants of nationally recognized standing selected by the Company;

               (b) within forty-five (45) days of the end of each fiscal quarter
of the Company, an unaudited statement of operations and balance sheet for and
as of the end of such quarter, in reasonable detail and prepared in accordance
with GAAP, subject to year end audit adjustments and the absence of footnotes;

                                                                            -13-
<PAGE>

               (c) within thirty (30) days of the end of each calendar month, an
unaudited statement of operations and balance sheet for and as of the end of
such month; in reasonable detail and prepared in accordance with GAAP, subject
to year end audit adjustments and the absence of footnotes;

               (d) as soon as practicable prior to the end of each fiscal year,
and in any event no later than thirty (30) days prior thereto a fiscal year
business plan and operating budget for the Company prepared on a monthly basis,
including balance sheets, income statements and statements of cash flows for
such months and, as soon as prepared, any other budgets or revised budgets
prepared by the Company.

               (e) with respect to the financial statements called for in this
Section 2.2, an instrument executed by the Chief Financial Officer or President
of the Company certifying that such financials were prepared in accordance with
GAAP consistently applied with prior practice for earlier periods (with the
exception of footnotes that may be required by GAAP) and fairly present the
financial condition of the Company and its results of operation for the period
specified, subject to year-end audit adjustment; and

               (f) such other information relating to the financial condition,
business, prospects or corporate affairs of the Company as the Holder or any
assignee of the Holder may from time to time request; provided, however, that
the Company shall not be obligated under this subsection (f) or any other
subsection of Section 2.2 to provide information that it deems in good faith to
be a trade secret or similar confidential information.

          2.3 Termination of Information Rights. The covenants set forth in this
Section 2 shall terminate as to Holders and be of no further force and effect
(i) upon the consummation of the sale of securities pursuant to a registration
statement filed by the Company under the Act in connection with the initial firm
commitment underwritten offering of its securities to the general public or (ii)
as to a particular Holder on the date such Holder no longer holds at least
100,000 shares of Registrable Securities.

     3. Holders' Right of First Refusal.

          3.1 Right of First Refusal Upon Issuances of Securities by the
Company.

               (a) The Company hereby grants, on the terms set forth in this
Section 3.1, to each Holder who holds at least 100,000 shares of Registrable
Securities (a "MAJOR HOLDER"), a right of first refusal with respect to New
Securities (as defined in Section 3.1(b)) which the Company may, from time to
time, propose to sell and issue.

               (b) "NEW SECURITIES" shall mean any capital stock of the Company,
whether now authorized or not, and any rights, options or warrants to purchase
said capital stock, and securities of any type whatsoever that are, or may
become, convertible into said capital stock; provided that "NEW SECURITIES" does
not include (i) the Registrable Securities, (ii) all shares of Common Stock or
other securities issued upon exercise or conversion of warrants, options,
rights, or

                                                                            -14-
<PAGE>

convertible securities, if the issuance of such warrants, options, rights, or
convertible securities was subject to, or exempt from the right of first refusal
contained in this Section 3, (iii) securities issued pursuant to a registration
statement filed under the Act in connection with a firm commitment underwritten
offering, (iv) securities issued in connection with bona fide acquisitions,
consolidations, mergers or similar transactions unanimously approved by the
Board of Directors, (v) all shares of Common Stock or other securities issued or
issuable to officers, directors and employees of, and consultants to, the
Company pursuant to an option plan, purchase plan or other officer, director,
employee or consultant incentive plan or pursuant to stock grants or any other
plan or arrangement unanimously approved by the Board of Directors, (vi) all
shares of Common Stock or other securities issued pursuant to agreements to
license technology or other strategic partnership agreements, as unanimously
approved by the Board of Directors, (vii) all shares of Common Stock or other
securities issued to banks, savings and loan associations, equipment lessors or
other similar lending institutions in connection with such entities providing
working capital, credit facilities or equipment financing to the Company, as
unanimously approved by the Board of Directors, and (viii) all shares of Common
Stock or other securities issued or issuable pursuant to a stock split, stock
dividend, recapitalization or the like.

               (c) In the event the Company proposes to offer any of its New
Securities, the Company shall first make an offering of such New Securities to
each Major Holder in accordance with the following provisions:

               (i) The Company shall deliver a notice by certified mail (the
"NOTICE") to the Major Holder stating (i) its bona fide intention to offer such
New Securities, (ii) the number of such New Securities to be offered, (iii) the
price, if any, for which it proposes to offer such New Securities, and (iv) a
statement as to the number of days from receipt of such Notice within which the
Major Holder must respond to such Notice.

               (ii) Within twenty (20) calendar days after receipt of the
Notice, each Major Holder may elect to purchase or obtain, at the price and on
the terms specified in the Notice, up to that portion of such New Securities
which equals the proportion that the number of shares of Common Stock issued and
held, or issuable upon conversion of the Registrable Securities then held, by
such Major Holder bears to the total number of outstanding shares of Common
Stock on a fully diluted basis (including any shares of Common Stock into which
outstanding shares of Preferred Stock are convertible, any shares of Common
Stock issuable upon exercise of options, warrants or other convertible
securities and any shares reserved for issuance pursuant to a plan approved by
the Board of Directors). The Company shall promptly, in writing, inform each
Major Holder who elects to purchase all the New Securities available to it (the
"FULLY-EXERCISING HOLDER") of any other Major Holder's failure to do likewise.
During the ten-day period commencing after receipt of such information, each
Fully-Exercising Holder shall be entitled to obtain that portion of the New
Securities offered to the Major Holders which was not subscribed for, which is
equal to the proportion that the number of shares of Common Stock issued and
held, or issuable upon conversion of the Registrable Securities then held, by
such Fully-Exercising Holder bears to the total number of shares of Common Stock
issued and outstanding, including shares issuable upon conversion of

                                                                            -15-
<PAGE>


convertible securities issued and outstanding then held, by all Fully-Exercising
Holders who wish to purchase a portion of the unsubscribed shares.

               (d) In the event the Major Holders fail to exercise in full the
right of first refusal within said thirty (30) day period, the Company shall
have ninety (90) days thereafter to sell or enter into an agreement (pursuant to
which the sale of New Securities covered thereby shall be closed, if at all,
within thirty (30) days from the date of said agreement) to sell the New
Securities as to which the Major Holders' rights were not exercised, at a price
and upon general terms no more favorable than those specified in the Notice
delivered to the Major Holders. In the event the Company has not agreed to sell
the New Securities within said ninety (90) day period (or sold and issued New
Securities in accordance with the foregoing within thirty (30) days from the
date of said agreement), the Company shall not thereafter issue or sell any New
Securities without first offering such securities to the Major Holders in the
manner provided above.

               (e) The right of first refusal granted under this Section 3.1
shall expire upon the closing of the Company's first firm commitment
underwritten public offering pursuant to an effective registration statement
filed by the Company under the Act in which the aggregate gross proceeds to the
Company equals or exceeds $20,000,000.00.

        4. Miscellaneous Provisions.

            4.1 Waivers and Amendments. Any term of this Agreement may be
amended and the observance of any term of this Agreement may be waived (either
generally or in a particular instance and either retroactively or
prospectively), only with the written consent of the Company and the holders of
at least a majority of the shares of Registrable Securities then outstanding.
Any amendment or waiver effected in accordance with this Section 4.1 shall be
binding upon each person or entity which are granted certain rights under this
Agreement and the Company. Notwithstanding the foregoing, purchasers of shares
of the Company's (i) Series F Preferred Stock under the Note and Warrant
Purchase Agreement of even date herewith (such shares of Series F Preferred
Stock to be issued upon conversion of the Senior Secured Convertible Promissory
Notes and Warrants issued thereunder - as defined therein), or an addendum
thereto, and (ii) Series E Preferred Stock and Series E-1 Preferred Stock under
the Note and Warrant Purchase Agreement dated February 11, 2002 (such shares of
Preferred Stock to be issued upon conversion of the Senior Secured Convertible
Promissory Notes, Primary Warrants and Secondary Warrants issued thereunder - as
defined therein), or an addendum thereto, shall, upon the respective conversion
or exercise of such Notes, Warrants, Primary Warrants or Secondary Warrants
issued thereunder, be subsequently and automatically added as a party to this
Agreement as a Holder and shall be bound by and entitled to the terms, benefits
and conditions herein.

            4.2 Notices. All notices and other communications required or
permitted hereunder shall be in writing and, except as otherwise noted herein,
shall be deemed effectively given upon personal delivery, delivery by nationally
recognized courier or upon deposit with the United States Post Office, (by first
class mail, postage prepaid) addressed: (a) if to the Company, at the address
set forth on the first page of this Agreement (or at such other address as the
Company shall have

                                                                            -16-
<PAGE>

furnished to the Holders in writing) attention of Chief Executive Officer and
(b) if to a Holder, at the latest address of such person shown on the Company's
records.

            4.3 Descriptive Headings. The descriptive headings herein have been
inserted for convenience only and shall not be deemed to limit or otherwise
affect the construction of any provisions hereof.

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

            4.5 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall for all purposes be deemed to be an original
and all of which shall constitute the same instrument, but only one of which
need be produced.

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

            4.7 Successors and Assigns. Except as otherwise expressly provided
in this Agreement, this Agreement shall benefit and bind the successors,
assigns, heirs, executors and administrators of the parties to this Agreement.

            4.8 Entire Agreement. This Agreement constitutes the full and entire
understanding and agreement between the parties with regard to the subject
matter of this Agreement.

            4.9 Separability; Severability. Unless expressly provided in this
Agreement, the rights of each Holder under this Agreement are
several rights, not rights jointly held with any other Holders. Any invalidity,
illegality or limitation on the enforceability of this Agreement with respect to
any Holder shall not affect the validity, legality or enforceability of this
Agreement with respect to the other Holders. If any provision of this Agreement
is judicially determined to be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not be affected or
impaired.

            4.10 Stock Splits. All references to numbers of shares in this
Agreement shall be appropriately adjusted to reflect any stock dividend, split,
combination or other recapitalization of shares by the Company occurring after
the date of this Agreement.

            4.11 Aggregation of Stock. All shares of the Registrable Securities
held, acquired by or transferred to affiliated entities or persons shall be
aggregated together for the purpose of determining the availability of any
rights under this Agreement.

            4.12 Prior Investors Rights Agreement. Upon both (i) the execution
of this Agreement by investors holding a majority of the Registrable Securities
outstanding or deemed to be outstanding immediately prior to the First Closing
(as that term is defined in the Note and Warrant

                                                                            -17-
<PAGE>


Purchase Agreement of even date herewith), and (ii) the initial issuance by the
Company of any Notes (as that term is defined in the Note and Warrant Purchase
Agreement of even date herewith), this Agreement shall supersede and replace in
all respects the Fourth Amended and Restated Investors Rights Agreement dated as
of February 11, 2002 (the "PRIOR INVESTORS RIGHTS AGREEMENT").

            4.13 Waiver of Right of First Refusal. All rights under Section 3 of
the Prior Investors Rights Agreement to receive notice of the issuance of the
Notes and Warrants and any other securities issued or issuable under the Note
and Warrant Purchase Agreement of even date herewith, or an addendum thereto,
and to purchase such securities are hereby waived. This waiver shall be binding
and effective on all parties to the Prior Investors Rights Agreement upon the
execution of this Agreement by the holders of the majority of the Registrable
Securities under the Prior Investors Rights Agreement, pursuant to Section 4.1
thereof.

          5. Voting Agreement. Until such time as the earlier of (i) the
Company's first firm commitment underwritten public offering pursuant to an
effective registration statement filed by the Company under the Act in which the
aggregate gross proceeds to the Company equals or exceeds $20,000,000.00, or
(ii) the merger, acquisition or liquidation (other than for purposes of a
reincorporation) of the Company or the sale of all of substantially all of the
Company's assets, at the election of the Company's directors whether by a
meeting or unanimous written consent following the date of this Agreement, Juan
Mini, Scott Kucirek and the Holders agree to consult each other and to vote
their respective shares of the Company's Common Stock and Preferred Stock, to
elect as the directors who are elected by the vote of the Common Stock and
Preferred Stock voting as a single class (if any) -- as provided for in the
Company's Amended and Restated Articles of Incorporation -- nominees who are
mutually agreeable to the holders of a majority of Common Stock and to the
holders of a majority of the Preferred Stock; provided, that Juan Mini, Scott
Kucirek and the Holders agree that one such jointly elected director shall be a
representative designated by Venture Strategy Partners (initially to be Matt
Crisp) for a period of at least six (6) months beginning on the date of the
first closing pursuant to the Note and Warrant Purchase Agreement of even date
herewith.

            [THE REMAINDER OF THIS PAGE IS LEFT BLANK INTENTIONALLY]

                                                                            -18-
<PAGE>

     IN WITNESS WHEREOF, the parties have executed this Fifth Amended and
Restated Investors Rights Agreement on the day and year first set forth above.

                                          "COMPANY"

                                          ZIPREALTY, INC.

                                          By: /s/ Gary M. Beasley
                                              ----------------------------------

                                          Title: CFO
                                                 -------------------------------

                                          "HOLDERS OF MANAGEMENT SHARES"

                                          By: /s/ Scott Kucirek
                                              ----------------------------------
                                              Scott Kucirek

                                          By: /s/ Juan Mini
                                              ----------------------------------
                                               Juan Mini

<PAGE>

                                       "HOLDER" AND "HOLDER OF WARRANT SHARES"

                                       BENCHMARK CAPITAL PARTNERS IV, L.P.
                                       as nominee for
                                          Benchmark Capital Partners IV, L.P.
                                          Benchmark Founders' Fund IV, L.P.
                                          Benchmark Founders' Fund IV-A, L.P.
                                          Benchmark Founders' Fund IV-B, L.P.
                                          and related individuals

                                       By: Benchmark Capital Management Co. IV,
                                           L.L.C. its general partner

                                       By: /s/ [Illegible]
                                           -------------------------------------
                                           Managing Member

<PAGE>

                                       "HOLDER" AND "HOLDER OF WARRANT SHARES"

                                       HOWARD CRISP

                                       Signature: /s/ Howard Crisp
                                                  ------------------------------

<PAGE>

                                       "HOLDER" AND "HOLDER OF WARRANT SHARES"

                                       MICHAEL A. DeBELL

                                       Signature: /s/ Michael A. DeBell
                                                  ------------------------------

<PAGE>

                                       "HOLDER" AND "HOLDER OF WARRANT SHARES"

                                       RICHARD D. DUMONT

                                       Signature: /s/ Richard D. Dumont
                                                  ------------------------------

<PAGE>

                                       "HOLDER" AND "HOLDER OF WARRANT SHARES"

                                       DAVID J. GARDNER

                                       Signature: /s/ David J. Gardner
                                                  ------------------------------

<PAGE>

                                       "HOLDER" AND "HOLDER OF WARRANT SHARES"

                                       IVERSON FINANCIAL CORP.

                                       By: /s/ Juan Elvio Mini
                                           -------------------------------------

                                       Name: Juan Elvio Mini
                                             -----------------------------------

                                       Title: President
                                              ----------------------------------

<PAGE>

                                       "HOLDER" AND "HOLDER OF WARRANT SHARES"

                                       PHILIP A. LAMOREAUX

                                       Signature: /s/ Philip A. Lamoreaux
                                                  ------------------------------

<PAGE>

                                       "HOLDER" AND "HOLDER OF WARRANT SHARES"

                                       PYRAMID TECHNOLOGY VENTURES I, L.P.

                                       By: /s/ [Illegible]
                                           -------------------------------------

                                       Name: Taurus Partners LLC
                                             -----------------------------------

                                       Title: General Partner
                                              ----------------------------------

<PAGE>

                                       "HOLDER" AND "HOLDER OF WARRANT SHARES"

                                       THE RAHN GROUP, LLC

                                       By: /s/ Noel P. Rahn
                                           -------------------------------------

                                       Name: Noel P. Rahn
                                             -----------------------------------

                                       Title: Partner in Charge
                                              ----------------------------------

<PAGE>

                                       "HOLDER" AND "HOLDER OF WARRANT SHARES"

                                       DAVID A. RECTOR

                                       Signature: /s/ David A. Rector
                                                  ------------------------------

<PAGE>

                                       "HOLDER" AND "HOLDER OF WARRANT SHARES"

                                       JAMES N. SCHMIDT

                                       Signature: /s/ James N. Schmidt
                                                  ------------------------------

<PAGE>
                                       "HOLDER" AND "HOLDER OF WARRANT SHARES"

                                       DAVID A. SHERF

                                       Signature: /s/ David A. Scherf
                                                  ------------------------------

<PAGE>

                                       "HOLDER" AND "HOLDER OF WARRANT SHARES"

                                       BILL SINCLAIR

                                       Signature: /s/ Bill Sinclair
                                                  ------------------------------

<PAGE>

                                       "HOLDER" AND "HOLDER OF WARRANT SHARES"

                                       VANGUARD VI, L.P.
                                       By: Its General Partner
                                           Vanguard VI Venture Partners, L.L.C.

                                       By: /s/ Donald F. Wood
                                           -------------------------------------
                                           Donald F. Wood, Managing Member

                                       VANGUARD VI AFFILIATES FUND, L.P.
                                       By: Its General Partner
                                           Vanguard VI Venture Partners, L.L.C.

                                       By: /s/ Donald F. Wood
                                           -------------------------------------
                                           Donald F. Wood, Managing Member

                                       VANGUARD VI ANNEX FUND, L.P.
                                       By: Its General Partner
                                           Vanguard VI Venture Partners, L.L.C.

                                       By: /s/ Donald F. Wood
                                           -------------------------------------
                                           Donald F. Wood, Managing Member

<PAGE>

                                       "HOLDER" AND "HOLDER OF WARRANT SHARES"

                                       VENTURE STRATEGY PARTNERS II LP

                                       By: /s/ Joanna Rees Gallanter
                                           -------------------------------------

                                       Name: Joanna Rees Gallanter
                                             -----------------------------------

                                       Title: Managing Member
                                              ----------------------------------

                                       VENTURE STRATEGY AFFILIATES FUND LP

                                       By: /s/ Joanna Rees Gallanter
                                           -------------------------------------

                                       Name: Joanna Rees Gallanter
                                             -----------------------------------

                                       Title: Managing Member
                                              ----------------------------------