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                                                                   EXHIBIT 10.25


                          REGISTRATION RIGHTS AGREEMENT


      This Registration Rights Agreement (this "Agreement") dated as of March 7,
2000 is entered into by and between Switchboard Incorporated, a Delaware
corporation (the "Company"), and Banyan Systems Incorporated, a Massachusetts
corporation (together with any present or future, direct or indirect, wholly
owned subsidiary thereof, "Banyan").

                                    Recitals

      WHEREAS, Banyan holds 7,000,000 shares of the Company's Common Stock,
which were originally issued to Banyan during 1996; and

      WHEREAS, the Company and Banyan desire to provide for certain arrangements
with respect to the possible future registration of such shares under the
Securities Act of 1933;

      NOW, THEREFORE, in consideration of the mutual promises and covenants
contained in this Agreement and for other good and valuable consideration the
receipt and sufficiency of which is hereby acknowledged, the 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 of the United States at the time administering the
      Securities Act.

            "Common Stock" means the common stock, $.01 par value per share, of
      the Company.

            "Exchange Act" means the Securities Exchange Act of 1934, as
      amended, or any successor federal statute, and the rules and regulations
      of the Commission issued the Exchange Act, as they each may, from time to
      time, be in effect.

            "Initial Public Offering" means the initial underwritten public
      offering of shares of Common Stock pursuant to an effective Registration
      Statement.

            "Other Holders" shall have the meaning set forth in Section 2.1(c).
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            "Prospectus" means the prospectus included in any Registration
      Statement, as amended or supplemented by an amendment or prospectus
      supplement, including post-effective amendments, and all material
      incorporated by reference or deemed to be incorporated by reference in
      such Prospectus.

            "Registration Statement" means a registration statement filed by the
      Company with the Commission for a public offering and sale of securities
      of the Company (other than a registration statement on Form S-8 or Form
      S-4, or their successors, or any other form for a similar limited purpose,
      or any registration statement covering only securities proposed to be
      issued in exchange for securities or assets of another corporation).

            "Registration Expenses" means the expenses described in Section 2.4.

            "Registrable Shares" means (i) the Shares and (ii) any other shares
      of Common Stock issued in respect of such Shares (because of stock splits,
      stock dividends, reclassifications, recapitalizations, or similar events);
      provided, however, that shares of Common Stock that are Registrable Shares
      shall cease to be Registrable Shares upon (i) any sale pursuant to a
      Registration Statement or Rule 144 under the Securities Act, (ii) any
      eligibility for sale pursuant to Rule 144(k) under the Securities Act or
      (iii) any sale in any manner to a person or entity which, by virtue of
      Section 3 of this Agreement, is not entitled to the rights provided by
      this Agreement.

            "Securities Act" means the Securities Act of 1933, as amended, or
      any successor federal statute, and the rules and regulations of the
      Commission issued under such Act, as they each may, from time to time, be
      in effect.

            "Selling Stockholder" means any Stockholder owning Registrable
      Shares included in a Registration Statement.

            "Shares" means the 7,000,000 shares of Common Stock issued to Banyan
      during 1996.

            "Stockholders" means Banyan and any persons or entities to whom the
      rights granted under this Agreement are transferred by Banyan, its
      successors or assigns pursuant to Section 3 hereof.

      2. Registration Rights

            2.1 Required Registrations.


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                  (a) At any time after the first anniversary of the closing of
            the Initial Public Offering, Banyan may request, in writing, that
            the Company effect the registration on Form S-3 (or any successor
            form) of Registrable Shares owned by Banyan, having an aggregate
            value of at least $10,000,000 (based on the then current market
            price or fair value). For avoidance of doubt, the parties agree that
            the Company shall not be required to file a registration statement
            on Form S-1 or Form S-2 (or any successor form which does not allow
            the incorporation by reference of subsequently filed Exchange Act
            reports).

                  (b) Upon receipt of any request for registration pursuant to
            this Section 2, the Company shall promptly give written notice of
            such proposed registration to all other Stockholders. Such
            Stockholders shall have the right, by giving written notice to the
            Company within 10 days after the Company provides its notice, to
            elect to have included in such registration such of their
            Registrable Shares as such Stockholders may request in such notice
            of election, subject in the case of an underwritten offering to the
            approval of the managing underwriter as provided in Section 2.1(c)
            below. Thereupon, the Company shall, as expeditiously as possible,
            use its reasonable best efforts to effect the registration on an
            appropriate registration form of all Registrable Shares which the
            Company has been requested to so register.

                  (c) If Banyan intends to distribute the Registrable Shares
            covered by its request by means of an underwriting, it shall so
            advise the Company as a part of its request made pursuant to Section
            2.1(a), and the Company shall include such information in its
            written notice referred to in Section 2.1(b). The right of any other
            Stockholder to include its Registrable Shares in such registration
            pursuant to Section 2.1(a) shall be conditioned upon such other
            Stockholder's participation in such underwriting on the terms set
            forth herein. If other holders of securities of the Company who are
            entitled, by contract with the Company, to have securities included
            in such a registration (the "Other Holders") request such inclusion,
            the Company may include the securities of such Other Holders in such
            registration and underwriting on the terms set forth herein. The
            Company shall (together with all Stockholders and Other Holders
            proposing to distribute their securities through such underwriting)
            enter into an underwriting agreement in customary form (including,
            without limitation, customary indemnification and contribution
            provisions on the part of the Company) with the managing
            underwriter. Notwithstanding any other provision of this Section
            2.1(c), if the managing underwriter advises the Company that the
            inclusion of all shares requested to be registered would adversely
            affect the offering, and if a limitation of the number of shares is
            required, the number of shares that may be included in such
            registration and underwriting shall, except as otherwise provided in
            any contract to which the Company is a party, be allocated among all
            holders of Registrable Shares and Other Holders requesting
            registration in proportion, as nearly as practicable, to the
            respective number of shares held by them at the time of the request
            for registration




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            made pursuant to Section 2.1(a). For the avoidance of doubt, the
            parties agree that no Stockholder shall be entitled to include any
            shares in a registration requested pursuant to its rights under this
            Section 2.1 unless each Other Holder under the following listed
            agreements (which term includes Banyan to the extent so provided in
            one of the following listed agreements) is entitled to include in
            such registration all of the shares of Common Stock which it desires
            to include and which are registrable shares under one of the
            following listed agreements: (1) Amended and Restated Registration
            Rights Agreement, dated as of February 20, 1998, as amended, among
            the Company, America Online, Inc., Digital City Inc. and Banyan; (2)
            Registration Rights Agreement dated as of December 31, 1997, between
            the Company and Continuum Software, Inc.; (3) Amended and Restated
            Registration Rights Agreement dated as of May 3, 1999 between the
            Company and Banyan; and (4) Registration Rights Agreement dated as
            of June 30, 1999 between the Company and CBS Corporation. If any
            holder of Registrable Shares or Other Holder who has requested
            inclusion in such registration as provided above disapproves of the
            terms of the underwriting, such person may elect to withdraw
            therefrom by written notice to the Company, and the securities so
            withdrawn shall also be withdrawn from registration. If the managing
            underwriter has not limited the number of Registrable Shares or
            other securities to be underwritten, the Company may include
            securities for its own account in such registration if the managing
            underwriter so agrees and if the number of Registrable Shares and
            other securities which would otherwise have been included in such
            registration and underwriting will not thereby be limited.

                  (d) The Company shall have the right to select the managing
            underwriter(s) for any underwritten offering requested pursuant to
            Section 2.1(a), subject to the approval of Banyan, which approval
            will not be unreasonably withheld.

                  (e) The Company shall not be required to effect more than one
            registration pursuant to Section 2.1(a) per year. In addition, the
            Company shall not be required to effect any registration within six
            months after the effective date of any other Registration Statement
            of the Company. For purposes of this Section 2.1(e), a Registration
            Statement shall not be counted until such time as such Registration
            Statement has been declared effective by the Commission (unless
            Banyan withdraws its request for such registration (other than as a
            result of material information concerning the business or financial
            condition of the Company which is first made known to Banyan after
            the date on which such registration was requested) and elect not to
            pay the Registration Expenses therefor pursuant to Section 2.4). In
            the event Banyan is, as a result of the cut-back provisions in
            Section 2.1(c), prohibited from selling at least 50% of the
            Registrable Shares with respect to which it requested registration,
            then such registration shall not count as a registration under this
            Section 2.1(e).



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                  (f) If at the time of any request to register Registrable
            Shares by Banyan pursuant to this Section 2.1, the Company is
            engaged or has plans to engage in a registered public offering or is
            engaged in any other activity which, in the good faith determination
            of the Company's Board of Directors, would be adversely affected by
            the requested registration, then the Company, upon furnishing a
            certificate signed by an executive officer or the Chairman of the
            Board of the Company stating that the Board has made the foregoing
            determination, may at its option direct that such request be delayed
            for a period not in excess of 75 days from the date of such request;
            provided, however, that the Company may not utilize this right more
            than twice in any twelve month period.

            2.2 Incidental Registration.

                  (a) Whenever the Company proposes to file a Registration
            Statement (other than a Registration Statement filed pursuant to
            Section 2.1 and a Registration Statement covering shares to be sold
            solely for the account of Other Holders in which the Company is
            contractually prohibited from including Registrable Shares), at any
            time and from time to time, it will, prior to such filing, give
            written notice to all Stockholders of its intention to do so;
            provided that no such notice need be given if no Registrable Shares
            are to be included therein as a result of a determination of the
            managing underwriter pursuant to Section 2.2(b). Upon the written
            request of a Stockholder or Stockholders given within 10 days after
            the Company provides such notice (which request shall state the
            intended method of disposition of such Registrable Shares), the
            Company shall use its best efforts to cause all Registrable Shares
            which the Company has been requested by such Stockholder or
            Stockholders to register to be registered under the Securities Act
            to the extent necessary to permit their sale or other disposition in
            accordance with the intended methods of distribution specified in
            the request of such Stockholder or Stockholders; provided that the
            Company shall have the right to postpone or withdraw any
            registration effected pursuant to this Section 2.2 without
            obligation to any Stockholder.

                  (b) If the registration for which the Company gives notice
            pursuant to Section 2.2(a) is a registered public offering involving
            an underwriting, the Company shall so advise the Stockholders as a
            part of the written notice given pursuant to Section 2.2(a). In such
            event, the right of any Stockholder to include its Registrable
            Shares in such registration pursuant to this Section 2.2 shall be
            conditioned upon such Stockholder's participation in such
            underwriting on the terms set forth herein. All Stockholders
            proposing to distribute their securities through such underwriting
            shall (together with the Company and Other Holders distributing
            their securities through such underwriting), enter into an
            underwriting agreement in customary form with the underwriter or
            underwriters selected for the underwriting by the Company.
            Notwithstanding any other provision of this Section 2.2, if the
            managing underwriter



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            determines that the inclusion of all shares requested to be
            registered would adversely affect the offering, the Company may
            limit the number of Registrable Shares to be included in the
            registration and underwriting. The Company shall so advise all
            holders of Registrable Shares requesting registration, and the
            number of shares that are entitled to be included in the
            registration and underwriting shall be allocated as follows:

                        (i) first, there shall be included any shares proposed
                  to be sold by the Company;

                        (ii) second, there shall be included any shares
                  permitted to be included in the registration pursuant to
                  Section 3(b) of the Amended and Restated Registration Rights
                  Agreement, dated as of February 20, 1998, as amended, among
                  the Company, America Online, Inc., Digital City Inc., and
                  Banyan;

                        (iii) third, there shall be included in the registration
                  any shares permitted to be included pursuant to Section 2(b)
                  of the Registration Rights Agreement dated as of December 31,
                  1997 between the Company and Continuum Software, Inc.;

                        (iv) fourth, there shall be included in the registration
                  any shares permitted to be included pursuant to Section 3(b)
                  of the Amended and Restated Registration Rights Agreement
                  dated as of May 3, 1999 between the Company and Banyan;

                        (v) fifth, there shall be included in the registration
                  any shares permitted to be included pursuant to Section 2(b)
                  of the Registration Rights Agreement dated as of June 30, 1999
                  between the Company and CBS Corporation; and

                        (vi) sixth, except as otherwise required in any contract
                  to which the Company is a party, there shall be included in
                  the registration any shares requested to be included by the
                  Stockholders and any Other Holders in proportion, as nearly as
                  practicable, to the respective number of shares of Common
                  Stock (on an as-converted basis) which they held at the time
                  the Company gives the notice specified in Section 2.2(a).

      If any Stockholder or Other Holder would thus be entitled to include more
      securities than such holder requested to be registered, the excess shall
      be allocated among other requesting Stockholders and Other Holders pro
      rata in the manner described in clause (vi) of the preceding sentence. If
      any holder of Registrable Shares or Other Holder disapproves of the terms
      of any such underwriting, such person may elect to withdraw therefrom by
      written notice to the Company, and any Registrable Shares or other



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      securities excluded or withdrawn from such underwriting shall be withdrawn
      from such registration.

            2.3 Registration Procedures.

                  (a) If and whenever the Company is required by the provisions
            of this Agreement to use its reasonable best efforts to effect the
            registration of any Registrable Shares under the Securities Act, the
            Company shall:

                        (i) with respect to a registration under Section 2.1
                  above, (1) file with the Commission a Registration Statement
                  with respect to such Registrable Shares as soon as practicable
                  (but in any event within 60 days after receipt of the request
                  under Section 2, unless the filing of such registration
                  statement will require the preparation of financial statements
                  that have not been prepared as of the date of the receipt of
                  the request, in which case the filing will be made within 90
                  days after receipt of the request) and (2) use its reasonable
                  best efforts to cause that Registration Statement to become
                  effective as soon as possible;

                        (ii) with respect to a registration under Section 2.1
                  above, as expeditiously as reasonably possible prepare and
                  file with the Commission any amendments and supplements to the
                  Registration Statement and the prospectus included in the
                  Registration Statement as may be necessary to comply with the
                  provisions of the Securities Act (including the anti-fraud
                  provisions thereof) and to keep the Registration Statement
                  effective for 120 days from the effective date or such lesser
                  period until all such Registrable Shares are sold;

                        (iii) as expeditiously as reasonably possible furnish to
                  each Selling Stockholder such reasonable numbers of copies of
                  the Prospectus, including any preliminary Prospectus, in
                  conformity with the requirements of the Securities Act, and
                  such other documents as such Selling Stockholder may
                  reasonably request in order to facilitate the public sale or
                  other disposition of the Registrable Shares owned by such
                  Selling Stockholder;

                        (iv) as expeditiously as reasonably possible use its
                  reasonable best efforts to register or qualify the Registrable
                  Shares covered by the Registration Statement under the
                  securities or Blue Sky laws of such states as the Selling
                  Stockholders shall reasonably request; provided, however, that
                  the Company shall not be required in connection with this
                  paragraph (iv) to qualify as a foreign corporation or execute
                  a general consent to service of process in any jurisdiction;



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                        (v) as expeditiously as reasonably possible, cause all
                  such Registrable Shares to be listed on each securities
                  exchange or automated quotation system on which similar
                  securities issued by the Company are then listed;

                        (vi) promptly provide a transfer agent and registrar for
                  all such Registrable Shares not later than the effective date
                  of such registration statement;

                        (vii) notify each Selling Stockholder, reasonably
                  promptly after it shall receive notice thereof, of the time
                  when such Registration Statement has become effective or a
                  supplement to any Prospectus forming a part of such
                  Registration Statement has been filed; and

                        (viii) notify each seller of such Registrable Shares of
                  any request by the Commission for the amending or
                  supplementing of such Registration Statement or Prospectus.

                  (b) If the Company has delivered a Prospectus to the Selling
            Stockholders and after having done so the Prospectus is amended to
            comply with the requirements of the Securities Act, the Company
            shall reasonably promptly notify the Selling Stockholders and, if
            requested, the Selling Stockholders shall immediately cease making
            offers of Registrable Shares and return all Prospectuses to the
            Company. The Company shall reasonably promptly provide the Selling
            Stockholders with revised Prospectuses and, following receipt of the
            revised Prospectuses, the Selling Stockholders shall be free to
            resume making offers of the Registrable Shares.

                  (c) In the event that, in the judgment of the Company, it is
            advisable to suspend use of a Prospectus included in a Registration
            Statement due to pending material developments or other events that
            have not yet been publicly disclosed and as to which the Company
            believes public disclosure would be detrimental to the Company, the
            Company shall notify all Selling Stockholders in writing to such
            effect, and, upon receipt of such notice, each such Selling
            Stockholder shall immediately discontinue any sales of Registrable
            Shares pursuant to such Registration Statement until such Selling
            Stockholder has received copies of a supplemented or amended
            Prospectus or until such Selling Stockholder is advised in writing
            by the Company that the then current Prospectus may be used and has
            received copies of any additional or supplemental filings that are
            incorporated or deemed incorporated by reference in such Prospectus.
            The Company, as expeditiously as reasonably possible, shall advise
            the Selling Stockholders that use of the then current Prospectus may
            be resumed or deliver copies of a supplemented or amended
            Prospectus.

            2.4 Allocation of Expenses. The Company will pay all Registration
      Expenses for all registrations under this Agreement; provided, however,
      that if a



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      registration under Section 2.1 is withdrawn at the request of Banyan
      (other than as a result of information concerning the business or
      financial condition of the Company which is first made known to Banyan
      after the date on which such registration was requested or pursuant to the
      final sentence of Section 2.1(e)) and if Banyan elects not to have such
      registration counted as a registration requested under Section 2.1, Banyan
      shall pay the Registration Expenses of such registration. For purposes of
      this Section 2.4, the term "Registration Expenses" shall mean all expenses
      incurred by the Company in complying with this Agreement, including,
      without limitation, all registration and filing fees, Nasdaq and exchange
      listing fees, printing expenses, fees and expenses of counsel for the
      Company, compensation of the employees of the Company and the reasonable
      fees and expenses of one counsel selected by the Selling Stockholders to
      represent the Selling Stockholders, state Blue Sky fees and expenses, and
      the expense of any special audits incident to or required by any such
      registration, but excluding underwriting discounts, selling commissions
      and the fees and expenses of Selling Stockholders' own counsel (other than
      the counsel selected to represent all Selling Stockholders).

            2.5 Indemnification and Contribution.

                  (a) In the event of any registration of any of the Registrable
            Shares under the Securities Act pursuant to this Agreement, the
            Company will indemnify and hold harmless the seller of such
            Registrable Shares and each of its officers, directors, employees
            and partners, each underwriter of such Registrable Shares, and each
            other person, if any, who controls such seller or underwriter within
            the meaning of the Securities Act or the Exchange Act against any
            losses, claims, damages or liabilities, joint or several, to which
            such seller, underwriter or controlling person may become subject
            under the Securities Act, the Exchange Act, state securities or Blue
            Sky laws or otherwise, insofar as such losses, claims, damages or
            liabilities (or actions in respect thereof) arise out of or are
            based upon any untrue statement or alleged untrue statement of any
            material fact contained in any Registration Statement under which
            such Registrable Shares were registered under the Securities Act,
            any preliminary prospectus or final prospectus contained in the
            Registration Statement, or any amendment or supplement to such
            Registration Statement, or arise out of or are based upon the
            omission or alleged omission to state a material fact required to be
            stated therein or necessary to make the statements therein not
            misleading; and the Company will reimburse such seller, underwriter
            and each such controlling person, on at least a quarterly basis for
            any legal or any other expenses reasonably incurred by such seller,
            underwriter or controlling person in connection with investigating
            or defending any such loss, claim, damage, liability or action;
            provided, however, that the Company will not be liable in any such
            case to the extent that any such loss, claim, damage or liability
            arises out of or is based upon any untrue statement or omission made
            in such Registration Statement, preliminary prospectus or
            prospectus, or any such amendment



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            or supplement, in reliance upon and in conformity with information
            furnished to the Company, in writing, by or on behalf of such
            seller, underwriter or controlling person specifically for use in
            the preparation thereof.

                  (b) In the event of any registration of any of the Registrable
            Shares under the Securities Act pursuant to this Agreement, each
            seller of Registrable Shares, severally and not jointly, will
            indemnify and hold harmless the Company, each of its directors and
            officers and each underwriter (if any) and each person, if any, who
            controls the Company or any such underwriter within the meaning of
            the Securities Act or the Exchange Act, against any losses, claims,
            damages or liabilities, joint or several, to which the Company, such
            directors and officers, underwriter or controlling person may become
            subject under the Securities Act, Exchange Act, state securities or
            Blue Sky laws or otherwise, insofar as such losses, claims, damages
            or liabilities (or actions in respect thereof) arise out of or are
            based upon any untrue statement or alleged untrue statement of a
            material fact contained in any Registration Statement under which
            such Registrable Shares were registered under the Securities Act,
            any preliminary prospectus or final prospectus contained in the
            Registration Statement, or any amendment or supplement to the
            Registration Statement, or arise out of or are based upon any
            omission or alleged omission to state a material fact required to be
            stated therein or necessary to make the statements therein not
            misleading, if the statement or omission was made in reliance upon
            and in conformity with information relating to such seller furnished
            in writing to the Company by or on behalf of such seller
            specifically for use in connection with the preparation of such
            Registration Statement, prospectus, amendment or supplement;
            provided, however, that the indemnity contained in this section
            shall not apply to amounts paid in settlement of any such claim,
            loss, damage, liability or action if such action is effected without
            the consent of the applicable Stockholder (which consent shall not
            be unreasonably withheld); provided, further, that the obligations
            of a Stockholder hereunder shall be limited to an amount equal to
            the net proceeds to such Stockholder of Registrable Shares sold in
            connection with such registration.

                  (c) Each party entitled to indemnification under this Section
            2.5 (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 be unreasonably withheld); 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 Section 2.5 except to the extent that the
            Indemnifying Party is adversely affected by such failure. The
            Indemnified Party



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            may participate in such defense at such party's expense; provided,
            however, that the Indemnifying Party shall pay such reasonable
            expense 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 the Indemnified
            Party and any other party represented by such counsel in such
            proceeding; provided, further, that in no event shall the
            Indemnifying Party be required to pay the expenses of more than one
            law firm per jurisdiction as counsel for the Indemnified Party. The
            Indemnifying Party also shall be responsible for the reasonable
            expenses of such defense if the Indemnifying Party does not elect to
            assume such defense. No Indemnifying Party, in the defense of any
            such claim or litigation shall, except with the consent of each
            Indemnified Party, consent to entry of any judgment or enter into
            any settlement which does not include as an unconditional term
            thereof the giving by the claimant or plaintiff to such Indemnified
            Party of a release from all liability in respect of such claim or
            litigation, and no Indemnified Party shall consent to entry of any
            judgment or settle such claim or litigation without the prior
            written consent of the Indemnifying Party, which consent shall not
            be unreasonably withheld.

                  (d) In order to provide for just and equitable contribution in
            circumstances in which the indemnification provided for in this
            Section 2.5 is due in accordance with its terms but for any reason
            is held to be unavailable to an Indemnified Party in respect any
            losses, claims, damages and liabilities referred to herein, then the
            Indemnifying Party shall, in lieu of indemnifying such Indemnified
            Party, contribute to the amount paid or payable by such Indemnified
            Party as a result of such losses, claims, damages or liabilities to
            which such party may be subject in such proportion as is appropriate
            to reflect the relative fault of the Company on the one hand and the
            Stockholders on the other in connection with the statements or
            omissions which resulted in such losses, claims, damages or
            liabilities, as well as any other relevant equitable considerations.
            The relative fault of the Company and the Stockholders shall be
            determined by reference to, among other things, whether the untrue
            or alleged untrue statement of material fact related to information
            supplied by the Company or the Stockholders and the parties'
            relative intent, knowledge, access to information and opportunity to
            correct or prevent such statement or omission. The Company and the
            Stockholders agree that it would not be just and equitable if
            contribution pursuant to this Section 2.5 were determined by pro
            rata allocation or by any other method of allocation which does not
            take account of the equitable considerations referred to above. No
            person guilty of fraudulent misrepresentation (within the meaning of
            Section 11(f) of the Securities Act) shall be entitled to
            contribution from any person who was not guilty of such fraudulent
            misrepresentation.

      Any party entitled to contribution will, promptly after receipt of notice
of commencement of any action, suit or proceeding against such party in respect
of which a claim for contribution may be made against another party or parties
under this



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Section, notify such party or parties from whom contribution may be sought, but
the omission so to notify such party or parties from whom contribution may be
sought shall not relieve such party from any other obligation it or they may
have thereunder or otherwise under this Section. No party shall be liable for
contribution with respect to any action, suit, proceeding or claim settled
without its prior written consent, which consent shall not be unreasonably
withheld.

            2.6 Other Matters with Respect to Underwritten Offerings. In the
      event that Registrable Shares are sold pursuant to a Registration
      Statement in an underwritten offering pursuant to Section 2.1, the Company
      agrees to (a) enter into an underwriting agreement containing customary
      representations and warranties with respect to the business and operations
      of the Company and customary covenants and agreements to be performed by
      the Company, including without limitation customary provisions with
      respect to indemnification by the Company of the underwriters of such
      offering; (b) use its reasonable best efforts to cause its legal counsel
      to render customary opinions to the underwriters with respect to the
      Registration Statement; and (c) use its reasonable best efforts to cause
      its independent public accounting firm to issue customary "cold comfort
      letters" to the underwriters with respect to the Registration Statement.

            2.7 Information by Holder. Each Stockholder including Registrable
      Shares in any registration shall furnish to the Company such information
      regarding such Stockholder and the distribution proposed by such
      Stockholder as the Company may reasonably request in writing and as shall
      be required in connection with any registration, qualification or
      compliance referred to in this Agreement.

            2.8 Rule 144 Requirements. After the earliest of (i) the closing of
      the sale of securities of the Company pursuant to a Registration Statement
      or (ii) the registration by the Company of a class of securities under
      Section 12 of the Exchange Act, the Company agrees to:

                  (a) make and keep current public information about the Company
            available, as those terms are understood and defined in Rule 144;

                  (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); and

                  (c) so long as a Stockholder owns any Registrable Shares, to
            furnish to such Stockholder forthwith upon request a written
            statement by the Company as to its compliance with the reporting
            requirements of said Rule 144(c) of the Securities Act and the
            Exchange Act (at any time after it has become subject to such


                                     - 12 -
<PAGE>

            reporting requirements), a copy of the most recent annual or
            quarterly report of the Company, and such other reports and
            documents so filed by the Company as the Stockholder may reasonably
            request in complying with any rule or regulation of the SEC allowing
            the Stockholder to sell any such securities without registration.

            2.9 Termination. All of the Company's obligations to register
      Registrable Shares under Sections 2.1 and 2.2 of this Agreement shall
      terminate five years after the closing of the Initial Public Offering.

      3. Transfers of Rights. This Agreement, and the rights and obligations of
Banyan hereunder, may not be assigned by Banyan except that (i) Banyan may
assign this Agreement, and its rights and obligations hereunder, to any person
to which at least 3,600,000 Shares are validly transferred by Banyan and (ii)
any other person to which Shares are validly transferred shall be deemed a
"Stockholder" hereunder; provided in each case that the transferee provides
written notice of such assignment to the Company and agrees in writing to be
bound hereby.

      4. General.

      (a) Severability. The invalidity or unenforceability of any provision of
this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement.

      (b) Specific Performance. In addition to any and all other remedies that
may be available at law in the event of any breach of this Agreement, Banyan
shall be entitled to specific performance of the agreements and obligations of
the Company hereunder and to such other injunctive or other equitable relief as
may be granted by a court of competent jurisdiction.

      (c) Governing Law. This Agreement shall be governed by and construed in
accordance with the internal laws of the State of Delaware (without reference to
the conflicts of law provisions thereof).

      (d) Notices. All notices, requests, consents, and other communications
under this Agreement shall be in writing and shall be deemed delivered (i) two
business days after being sent by registered or certified mail, return receipt
requested, postage prepaid or (ii) one business day after being sent via a
reputable nationwide overnight courier service guaranteeing next business day
delivery, in each case to the intended recipient as set forth below:


                                     - 13 -
<PAGE>

      If to the Company, at 115 Flanders Road, Westboro, MA 01581, Attention:
Chief Financial Officer, or at such other address or addresses as may have been
furnished in writing by the Company to Banyan.

      If to Banyan, at 120 Flanders Road, Westboro, MA 01581, Attention: Chief
Financial Officer, or at such other address or addresses as may have been
furnished to the Company in writing by Banyan.

      Any party may give any notice, request, consent or other communication
under this Agreement using any other means (including, without limitation,
personal delivery, messenger service, telecopy, first class mail or electronic
mail), but not such notice, request, consent or other communication shall be
deemed to have been duly given unless and until it is actually received by the
party for whom it is intended. Any party may change the address to which
notices, requests, consents or other communications hereunder are to be
delivered by giving the other parties notice in the manner set forth in this
Section.

      (e) Entire Agreement. This Agreement constitutes the entire agreement and
understanding of the parties hereto with respect to the subject matter hereof
and supersedes all prior agreements and understandings relating to such subject
matter.

      (f) Amendments and Waivers. Any term of this Agreement may be amended or
terminated and the observance of any term of this Agreement may be waived
(either generally or in a particular instance and either retroactively or
prospectively), with the written consent of the Company, and the holders of a
majority of the Registrable Shares; provided, that this Agreement may be amended
with the consent of the holders of less than all Registrable Shares only in a
manner which applies to all such holders in the same fashion. Any such
amendment, termination or waiver effected in accordance with this Section 4(f)
shall be binding on all parties hereto, even if they do not execute such
consent. Upon the effectuation of any such amendment, the Company shall promptly
give written notice to the Stockholders, if any, who have not previously
consented thereto in writing. No waivers of or exceptions to any term, condition
or provision of this Agreement, in any one or more instances, shall be deemed to
be, or construed as, a further or continuing waiver of any such term, condition
or provision.

      (g) Pronouns. Whenever the context may require, any pronouns used in this
Agreement shall include the corresponding masculine, feminine or neuter forms,
and the singular form of nouns and pronouns shall include the plural, and vice
versa.



                                     - 14 -
<PAGE>

      (h) Counterparts; Facsimile Signatures. This Agreement may be executed in
any number of counterparts, each of which shall be deemed to be an original, and
all of which together shall constitute one and the same document. This Agreement
may be executed by facsimile signature.

      (i) Section Headings. The section headings are for the convenience of the
parties and in no way alter, modify, amend, limit or restrict the contractual
obligations of the parties.

      Executed as of the date first written above.


                                    COMPANY:

                                    SWITCHBOARD INCORPORATED


                                    By: /s/ John Jewett
                                        --------------------------------------
                                        Name:  John Jewett
                                        Title: V.P. & Chief Financial Officer


                                    PURCHASER:

                                    BANYAN SYSTEMS INCORPORATED


                                    By: /s/ Richard M. Spaulding
                                        --------------------------------------
                                        Name:  Richard M. Spaulding
                                        Title:   S.V.P. & C.F.O.




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