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                                                                    EXHIBIT 10.8

                                                                  EXECUTION COPY
                                                                  --------------

                           THIRD AMENDED AND RESTATED
                            STOCKHOLDERS' AGREEMENT


         This THIRD AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT dated as of
May 8, 2000 by and among (i) InFlow, Inc., a Delaware corporation (the
"Company"), (ii) Art Zeile, Joel Daly and Stephen O. James, as holders of the
common stock (the "Common Stock") of the Company (the "Common Holders") and
(iii) the undersigned holders of the Series A, Series B and Series C Preferred
Stock of the Company, together with those holders listed on Schedule A hereto or
that subsequently execute a counterpart signature page hereto (collectively, the
"Purchasers" and each individually a "Purchaser").  The Series A, the Series B
and the Series C Preferred Stock shall be referred to herein as "Preferred
Shares" and the Common Stock held by the Common Holders shall be referred to
herein as "Common Shares").  This Agreement amends and restates in its entirety
the Second Amended and Restated Stockholders Agreement dated as of November 30,
1999 among the Company, the Common Holders and certain of the Purchasers.

         1.   Definitions.
              -----------

              (a)  Purchaser Holders.  For purposes of this Agreement, the term
                   -----------------
"Purchaser Holders" shall mean the Purchasers or persons who have acquired
shares from such Purchasers or the Purchasers' transferees or assignees in
accordance with the provisions of this Agreement.

              (b)  New Securities. For purposes of this Agreement, the term "New
                   --------------
Securities" shall mean any capital stock of the Company whether now authorized
or not, and rights, options or warrants to purchase such capital stock, and
securities of any type whatsoever that are, or may become, convertible into or
exchangeable for such capital stock; provided that the term "New Securities"
does not include (i) securities issued upon conversion of the Preferred Shares;
(ii) securities issued pursuant to the acquisition of another business entity or
business segment of any such entity by the Company by merger, purchase of
substantially all the assets or other reorganization whereby the Company will
own not less than fifty-one percent (51%) of the voting power of such business
entity or business segment of any such entity; (iii) any borrowings, direct or
indirect, from financial institutions or other persons by the Company, whether
or not presently authorized, including any type of loan or payment evidenced by
any type of debt instrument, provided such borrowings do not have any equity
features including warrants, options or other rights to purchase capital stock
and are not convertible into capital stock of the Company, in each case in an
aggregate amount in excess of 250,000 shares of Common Stock (subject to stock
dividends, stock splits and similar transactions); (iv) securities issued to
employees, consultants, officers or directors of the Company pursuant to any
stock option, stock purchase or stock bonus plan, agreement or arrangement
approved by the Board of Directors; (v) securities issued to vendors or
customers or to other persons in similar commercial situations with the Company
if such issuance is approved by the Board of Directors; (vi) securities issued
in connection with obtaining lease financing, whether issued to a lessor,
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guarantor or other person if such issuance is approved by the Board of
Directors; (vii) securities issued in a Qualified Public Offering (as defined in
Section 13 below); (viii) securities issued in connection with any stock split,
stock dividend or recapitalization of the Company; and (ix) any right, option or
warrant to acquire any security convertible into the securities excluded from
the definition of New Securities pursuant to subsections (i) through (viii)
above.

              (c)  Equity Securities.  For purposes of this Agreement, the term
                   -----------------
"Equity Securities" shall mean any securities having voting rights in the
election of the Board of Directors or any securities evidencing an ownership
interest in the Company, or any securities convertible into or exercisable for
any shares of the foregoing, or any agreement or commitment to issue any of the
foregoing.

              (d)  Company Holders.  For purposes of this Agreement, the term
                   ---------------
"Company Holders" shall mean any Common Holder and any Person who acquires
shares of Common Stock pursuant to the Option Plan as a result of the exercise
of options granted thereunder after the date hereof.

              (e)  Person.  For purposes of this Agreement, the term "Person"
                   ------
shall mean any individual, firm, corporation, partnership, trust, limited
liability company, incorporated or unincorporated association, joint venture,
joint stock company or other entity of any kind.

              (f)  Option Plan.  For purposes of this Agreement, the term
                   -----------
"Option Plan" shall mean the Company's 1997 Stock Option Plan, as amended.

              (g)  Stock.  For purposes of this Agreement, the term "Stock"
                   -----
shall mean the Preferred Shares and the Common Shares.

              (h)  Stockholder.  For purposes of this Agreement, the term
                   -----------
"Stockholder" shall mean a Purchaser Holder or a Company Holder.

         2.   Transfer Restrictions; Right of First Refusal.
              ---------------------------------------------

              (a)  Before any Stock (the "Offered Shares") may be sold or
transferred by any Stockholder (the "Selling Stockholder"), the Selling
Stockholder shall deliver a notice by certified mail (the "Sale Notice") to the
principal business office of the Company and to each of the Purchaser Holders
(and, if necessary in order to comply with Section 4, the other Stockholders)
stating (i) the Selling Stockholder's bona fide intention to sell or transfer
the Offered Shares, (ii) the number of such shares to be sold or transferred,
(iii) the price and terms for which the Selling Stockholder proposes to sell or
transfer the Offered Shares, and (iv) the name and address of the proposed
purchaser or transferee and that such purchaser or transferee is committed to
acquire the stated number of shares on the stated price and terms.  The Company,
upon the request of the Selling Stockholder, will provide a list of the
addresses of the Purchaser Holders (and, if required in order to comply with
Section 4, the other Stockholders).

              (b)  In the event that the Selling Stockholder is a Common
Holder (an "RFR Holder"), the Company shall have the right at any time within
twenty (20) days of receipt

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of the Sale Notice (the "Company Election Period") to elect to purchase some or
all of the Offered Shares at the price per share specified in the Sale Notice,
or if no price is specified therein, at the Fair Market Value thereof. "Fair
Market Value" shall be determined by the Board of Directors of the Company in
good faith (with at least one Series B Director (as defined in Section 7 below)
voting to approve the value so determined).

              (c)  If the Company desires to purchase all or any part of the
Offered Shares from the RFR Holder, the Company shall communicate in writing its
election to purchase to the RFR Holder and the Purchaser Holders, which
communication shall state the number of Offered Shares the Company desires to
purchase and shall be given to the RFR Holder and the Purchaser Holders in
accordance with the notice requirements of this Agreement prior to or
concurrently with the expiration of the Company Election Period.

              (d)  If the Company does not elect to purchase all of the Offered
Shares from the RFR Holder, each Purchaser Holder shall have the absolute right
at any time within ten (10) days following the expiration of the Company
Election Period (the "Purchaser Election Period") to elect to purchase, at the
price per share specified in the Sale Notice, or if no price is specified
therein, at the Fair Market Value thereof, that portion of the balance of the
Offered Shares from the RFR Holder as shall be equal to the number of such
Offered Shares multiplied by a fraction, the numerator of which shall be the
number of Preferred Shares then owned by each Purchaser Holder and the
denominator of which shall be the aggregate number of Preferred Shares then
owned by all of the Purchaser Holders. (The amount of Offered Shares that each
Purchaser Holder is entitled to purchase under this Section 2(e) shall be
referred to as its "Pro Rata Share").

              (e)  If any Purchaser Holder elects not to exercise its option to
purchase its Pro Rata Share of the Offered Shares from the RFR Holder, then
those Purchaser Holders that do exercise their option shall have the option, for
an additional five (5) days following the end of the Purchaser Election Period,
to elect to acquire the Offered Shares that could have been acquired by the
nonexercising Purchaser Holders in proportion to the relative number of
Preferred Shares held by the exercising Purchaser Holders.

              (f)  If the Company and/or the Purchaser Holders elect to
purchase all or any portion of the Offered Shares from the RFR Holder, any
written communication of an election to so purchase delivered by the Company or
the Purchaser Holders shall, when taken in conjunction with the offer, be deemed
to constitute a valid, legally binding and enforceable agreement for the sale
and purchase of the stated Offered Shares. Sales of the Offered Shares to be
sold to the Company and/or the Purchaser Holders pursuant to this Section 2
shall be made at the offices of the Company on the 60th day following the date
of the Sale Notice (or if such 60th day is not a business day, then on the next
succeeding business day). Such sales shall be effected by the delivery to the
Company of a certificate or certificates evidencing the Offered Shares to be
purchased by the Company or the Purchaser Holders duly endorsed for transfer to
such party, against payment to the RFR Holder of the purchase price therefor by
the party purchasing such Offered Shares.

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              (g)  If the Company and/or the Purchaser Holders do not purchase
all of the Offered Shares from the RFR Holder, then, subject to the other terms
of this Agreement all, but not less than all, of the Offered Shares not so
purchased may be sold by the RFR Holder at any time within ninety (90) days
after the date of the Sale Notice. Any such sale shall be to the proposed
transferee specified in the Sale Notice, at not less than the price and upon
other terms and conditions, if any, not more favorable to the proposed
transferee than those specified in the offer. If the Offered Shares are not sold
within such 90-day period, the RFR Holder shall not thereafter transfer any
Offered Shares without again complying with the requirements of this Section 2.

              (h)  In the event that the Selling Stockholder is a Purchaser
Holder, the Company shall have the right to approve the proposed transferee(s)
of the Offered Shares, which approval shall not be unreasonably withheld (it
being understood that the Company's failure to approve a proposed transferee
that the Company believes in good faith constitutes an actual or potential
competitor of the Company shall be conclusively deemed reasonable).

              (i)  If Offered Shares are sold pursuant to this Section 2 to
any purchaser who is not a party to this Agreement, it shall be a condition of
such sale that the purchaser shall execute a counterpart of this Agreement and
the Offered Shares so sold shall be subject to this Agreement.

         3.   Preemptive Right.
              ----------------

              (a)  The Right.  If the Company shall propose to issue any New
                   ---------
Securities, it shall first offer to sell to each Purchaser Holder a Ratable
Portion of such New Securities on the same terms and conditions and at the
lowest price as such New Securities are offered to any person. "Ratable Portion"
shall mean that portion of such New Securities equal to the fraction determined
by dividing the number of shares of Common Stock held by the Purchaser Holder
(assuming full conversion and exercise of all convertible or exercisable
securities) by the number of Common Shares then outstanding (assuming full
conversion and exercise of all convertible or exercisable securities but
excluding the New Securities so issued).

              (b)  Notice.  The Company shall give written notice of the
                   -------
proposed issuance of New Securities to each Purchaser Holder not later than
thirty (30) days prior to issuance. Such notice shall contain all material terms
and conditions of the issuance and of the New Securities. Each Purchaser Holder
may elect to exercise all or any portion of its rights under this Section 3 by
giving written notice to the Company within thirty (30) days of the Company's
notice. If the consideration paid by others for the New Securities is not cash,
the value of the consideration shall be determined in good faith by the
Company's Board of Directors (with at least one Series B Director (as defined in
Section 7 below) voting to approve the value so determined), and any electing
Purchaser Holder shall pay the cash equivalent thereof as so determined. All
payments shall be delivered by electing Purchaser Holders to the Company not
later than the date specified by the Company in its notice, but in no event
earlier than thirty-five (35) days after the Company's notice. Each Purchaser
Holder shall have a right of over allotment such that, if any other Purchaser
Holder fails to exercise the right to purchase its full Ratable Portion of the
New Securities, the other participating Purchaser Holders may,

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before the date ten (10) days following the expiration of the thirty (30) day
period, set forth above, exercise an additional right to purchase, on a pro rata
basis, the New Securities not previously purchased by so notifying the Company,
in writing, within such ten (10) day period. Each Purchaser Holder shall be
entitled to apportion New Securities to be purchased among its partners and
affiliates (which, in the case of First Union Capital Partners, Inc., shall be
deemed to include First Union Corporation or any Person directly or indirectly
controlling, controlled by or under common control with First Union Corporation
and, in the case of Meritage Private Equity Fund, L.P. shall include Meritage
Investment Partners, LLC and any entity controlling, controlled by or under
common control with such Person), provided that such Purchaser Holder notifies
the Company of such allocation.

         4.   Right of Co-Sale.
              ----------------

              (a)  The Right.  If at any time a Selling Stockholder proposes to
                   ---------
sell any shares of Stock to any third party in a transaction involving the sale
of more than five percent (5%) of the then-outstanding Common Stock determined
on an as-converted basis (a "Co-Sale Transaction"), then the Sale Notice
required by Section 2 shall be delivered to all Stockholders. In the event that,
after giving effect to all purchases of such Stock by the Company and the
Purchaser Holders pursuant to Section 2, the amount of Stock to be sold to such
third party continues to represent at least five percent (5%) of the then-
outstanding Common Stock on an as-converted basis, then each Stockholder which
notifies the Selling Stockholder in writing within 30 days following receipt of
the Sale Notice (a "Co-Seller") shall have the opportunity to sell a pro rata
portion of the remaining Stock which the Selling Stockholder proposes to sell to
such third party in the Co-Sale Transaction. In the event a Co-Seller exercises
its right of co-sale hereunder, the Selling Stockholder shall assign so much of
his interest in the proposed agreement of sale as the Co-Seller shall be
entitled to and shall request hereunder, and the Co-Seller shall assume such
part of the obligations of the Selling Stockholder under such agreement as shall
relate to the sale of the securities by the Co-Seller. For the purposes of this
Section 4, the "pro rata portion" which each Co-Seller shall be entitled to sell
shall be an amount of Stock equal to a fraction of the total amount of Stock
proposed to be sold to such third party (after giving effect to all purchases
pursuant to Section 2), the numerator of which shall be the number of shares of
Stock owned by such Co-Seller and the denominator of which shall be the total
number of shares of Stock then held by the Selling Stockholder and all Co-
Sellers (giving effect in each case to the conversion of all Preferred Shares
into Common Stock). Insofar as possible this right of co-sale shall apply to
Stock of the same class or classes as the Stock subject to the Sale Notice. If
any Person desiring to exercise its rights of co-sale hereunder does not have a
sufficient amount of Stock of the same class as the Stock subject to the Sale
Notice, such Person may substitute Stock of another class so long as such class
ranks senior in liquidation to the class of Stock subject to the Sale Notice. In
the event the proposed Transfer is of Common Stock and a Person wishing to
exercise its rights of co-sale hereunder does not have sufficient shares of
Common Stock, but has Preferred Shares, such Person may convert a sufficient
number of Preferred Shares into Common Stock in accordance with the procedures
set forth in the Certificate of Incorporation, as amended.

              (b)  Failure to Notify.  If within thirty (30) days following
                   -----------------
receipt of the Sale Notice, any Stockholder fails to notify the Selling
Stockholder that it desires to

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participate in the Co-Sale Transaction, then the Selling Stockholder may effect
the Co-Sale Transaction within a period of ninety (90) days after the date of
the Sale Notice without the participation of such Stockholder. Any such sale
shall be made only to persons identified in the Sale Notice and at the same
price and upon the same terms and conditions as those set forth in the Sale
Notice. In the event the Selling Stockholder has not sold the Stock or entered
into an agreement to sell the Stock within such ninety (90) day period, the
Selling Stockholder shall not thereafter sell any Equity Securities without
again complying with Section 2 and this Section 4.

              (c)  Prohibited Transfers.  In the event that a Selling
                   --------------------
Stockholder should sell any Stock in contravention of the co-sale rights under
this Agreement (a "Prohibited Transfer"), each holder of such co-sale rights, in
addition to such other remedies as may be available at law, in equity or
hereunder, shall have the put option provided below, and such Selling
Stockholder shall be bound by the applicable provisions of such option. In the
event of a Prohibited Transfer, each holder of co-sale rights shall have the
right to sell to such Selling Stockholder the type and number of shares of Stock
equal to the number of shares each holder of co-sale rights would have been
entitled to transfer to the purchaser under Section 4(b) hereof had the
Prohibited Transfer been effected pursuant to and in compliance with the terms
hereof. Such sale shall be made on the following terms and conditions:

                   (i)   The price per share at which the shares are to be sold
              to the Selling Stockholder shall be equal to the price per share
              paid by the purchaser to such Selling Stockholder in such
              Prohibited Transfer. The Selling Stockholder shall also reimburse
              each co-sale rights holder for any and all fees and expenses,
              including legal fees and expenses, incurred pursuant to the
              exercise or the attempted exercise of the rights under Section 4.

                   (ii)  Within ninety (90) days after the date on which a
              holder of co-sale rights received notice of the Prohibited
              Transfer or otherwise became aware of the Prohibited Transfer,
              such Person shall, if exercising the option created hereby,
              deliver to the Selling Stockholder the certificate or certificates
              representing shares to be sold, each certificate to be properly
              endorsed for transfer.

                   (iii) Such Selling Stockholder shall, upon receipt of the
              certificate or certificate for the shares to be sold by a co-sale
              rights holder pursuant to this Section 4(e), pay the aggregate
              purchase price therefor and the amount of reimbursable fees and
              expenses, as specified in Section 4(e)(i), in cash or by other
              means acceptable to the co-sale rights holder.

         5.   Limitations to Rights of First Refusal and Co-Sale.
              --------------------------------------------------
Notwithstanding the provisions of Sections 2 and 4 of this Agreement, each
Purchaser Holder may sell or otherwise assign, with or without consideration, an
unlimited amount of Stock to any spouse or member of his immediate family, or to
a custodian, trustee (including a trustee of a voting trust), executor or other
fiduciary for the account of his spouse or members of his immediate family, or
to a trust for himself, or to a charitable remainder trust or, in the case of
First Union Capital Partners, Inc., to

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First Union Corporation or any Person directly or indirectly controlling,
controlled by or under common control with First Union Corporation or, in the
case of Meritage Private Equity Fund, L.P., Meritage Private Equity Parallel
Fund, L.P. or Meritage Entrepreneurs, L.P. to Meritage Investment Partners, LLC
and any Person controlling, controlled by or under common control with such
Person or any of their respective partners or, in the case of J.P. Morgan
Investment Corporation or Sixty Wall Street SBIC Fund, L.P., to J.P. Morgan &
Co. Incorporated and any Person controlling, controlled by or under common
control with J.P. Morgan & Co. Incorporated or, in the case of General Electric
Capital Corporation, to General Electric Corporation and any Person controlling,
controlled by or under common control with General Electric Corporation or, in
the case of Stolberg, Meehan & Scano II, L.P., to Stolberg, Meehan & Scano LLC
and any Person controlling, controlled by or under common control with Stolberg,
Meehan & Scano LLC; provided that each such transferee or assignee, prior to the
completion of the sale, transfer or assignment shall have executed documents
assuming the obligations of the Purchaser Holder under this Agreement with
respect to the transferred securities. Notwithstanding the provisions of Section
4 of this Agreement, each of Art Zeile and Joel Daly may sell his Common Shares
without the participation of any Co-Seller following the termination of his
employment with the Company, other than for Cause, or following a material
reduction in his (i) duties and responsibilities or (ii) compensation, unless
agreed to by such Common Holder or required by law, or a material change in his
responsibilities which are not agreed to by such Common Holder. As used herein,
"Cause" shall mean a termination for any of the following reasons: (i) engaging
in intentional misconduct which would tend to discredit the Company; (ii) being
convicted of a felony; (iii) committing an act of fraud against the Company or
the willful material misappropriation of property belonging to the Company; (iv)
materially breaching any proprietary information agreement between such Common
Holder and the Company or (v) willfully disregarding such Common Holder's duties
despite adequate warnings from the Board.

         6.   Drag-Along Rights.  If holders of at least seventy-five percent
              -----------------
(75%) of the then outstanding Preferred Shares approve a transaction to sell, or
in any other way, directly or indirectly convey, assign, distribute, pledge,
encumber or otherwise dispose of all or substantially all of the Company's
assets, property or business or merge into or consolidate with any other
corporation (other than a wholly-owned subsidiary of the Company) or effect any
transaction or series of related transactions in which more than fifty percent
(50%) of the voting power of the Company is disposed of (collectively, a "Drag-
Along Transaction"), then, upon thirty (30) days written notice to the other
Stockholders and the Company (the "Drag-Along Notice"), which notice shall
include reasonable details of the proposed transaction, including the proposed
time and place of closing and the consideration to be received by the
Stockholders in such transaction, each Stockholder shall be obligated to, and
shall sell, transfer and deliver, or cause to be sold, transferred and
delivered, to such third party, all of his Equity Securities in the same
transaction at the closing thereof (and will deliver certificates for all of his
shares at the closing, free and clear of all liens, claims, or encumbrances
except those arising under this Agreement and the Amended and Restated
Investors' Rights Agreement of even date herewith).  Each Common Holder shall
receive the same consideration per share on an as-converted to Common Stock
basis upon consummation of the Drag-Along Transaction as is received by the
holders of Preferred Shares after giving effect to any liquidation preference to
which any Person is entitled to pursuant to the Company's Certificate of
Incorporation, as amended; provided, however, that if within thirty (30) days of
receipt of the Drag-Along Notice, the Company

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irrevocably commits in writing to use its best efforts to complete a firm
commitment underwritten public offering pursuant to an effective registration
statement under the Securities Act covering the offer and sale of the Company's
Common Stock at a price per share of not less than the price per share which the
holders of the Equity Securities (on an as-converted to Common Stock basis)
would receive upon the consummation of the Drag-Along Transaction (a "Qualified
IPO"), then the closing of the Drag-Along Transaction shall be suspended until
the earlier of (i) one hundred twenty (120) days after the Company so commits or
(ii) the date the Company determines that it will be unable to complete the
Qualified IPO within such 120-day period.

         7.   Board of Directors.
              ------------------

              (a)  Composition.  The Stockholders agree that, in any election of
                   -----------
directors of the Company (or action by written consent in lieu thereof), they
shall vote all shares of capital stock of the Company owned or controlled by
them (or act by written consent) to elect a Board of Directors comprised of
seven members designated as follows:

                   (i)   two directors (the "Common Directors"), each of whom
              shall be an executive officer of the Company designated by the
              holders of a majority of the then-outstanding Common Stock
              (currently Art Zeile and Joel Daly);

                   (ii)  one director (the "Series A Director") designated by
              the holders of a majority of the then-outstanding Series A
              Preferred Stock (currently L. Watts Hamrick) so long as at least
              1,650,000 shares of Series A Preferred Stock remain outstanding;

                   (iii) two directors (the "Series B Directors") designated
              by the holders of a majority of the then-outstanding Series B
              Preferred Stock, of which one member shall be designated by First
              Union Capital Partners, Inc. (currently Scott Perper) and one
              member shall be designated by Meritage Private Equity Fund, L.P.
              (currently G. Jackson Tankersley, Jr.), in each case so long as
              such Stockholder and its affiliates continues to hold at least
              1,149,851 shares of Series B Preferred Stock; and

                   (iv)  two independent directors (the "Outside Directors")
              selected by the holders of a majority of the then-outstanding
              Common Stock and approved by the holders of a majority of the
              then-outstanding Series A, Series B and Series C Preferred Stock
              (currently Stephen O. James and Donald F. Detampel, Jr.).

The obligation to vote shares in accordance with this Section 7 shall be
specifically applicable to and enforceable against any transferees of the
parties hereto.

              (b)  Vacancies; Removal.  In the event of any vacancy in
                   ------------------
the Board of Directors, each of the Stockholders agree to vote all shares of
stock owned or controlled by them

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and to otherwise use their best efforts to fill such vacancy so that the Board
of Directors of the Company will include directors designated as provided in
Section 7(a) above. Each of the Stockholders agrees to vote all shares of stock
owned by them for the removal of a director whenever (but only whenever) there
shall be presented to the Board of Directors the written direction that such
director be removed executed by the person or persons entitled to designate such
director pursuant to Section 7(a).

              (c)  Meetings.  The Board of Directors shall hold regularly
                   --------
scheduled meetings as determined by a majority of the Board of Directors. The
Company will give each Director written notice at least three (3) days (24
hours, in the case of a telephone meeting) in advance of all meetings of the
Board of Directors and all meetings of committees of the Board of Directors. If
the Company proposes to take any action by written consent in lieu of a meeting
of its Board of Directors or any committee thereof, the Company shall give
written notice thereof to each such Director prior to the effective date of such
consent describing in reasonable detail the nature and the substance of such
action.

              (d)  Expenses and Insurance.  The Company shall reimburse all
                   ----------------------
persons serving as directors, consistent with the Company's policies for such
reimbursement, if any, for their actual and reasonable out-of-pocket expenses
incurred in attending meetings of the Board of Directors and all committees
thereof.  In addition, the Company shall maintain directors' and officers'
liability insurance from reputable insurers of sound financial standing in such
amounts as shall be reasonably requested by the Board of Directors.

              (e)  Compensation Committee of the Board of Directors.  The Board
                   ------------------------------------------------
of Directors shall establish a compensation committee (the "Compensation
Committee") to which it shall delegate the authority to take all actions with
respect to the Option Plan.  The Compensation Committee shall consist of four
members, one of which shall be a Common Director who is also an officer of the
Company (which person shall be a non-voting member), two of which shall be the
Series B Directors and one of which shall be an Outside Director.

         8.   Legend.  Each existing or replacement certificate for shares
              ------
now owned by the Purchasers and Company Holders shall bear the following legend
upon its face:

         "THE OWNERSHIP, VOTING, TRANSFER, ENCUMBRANCE, PLEDGE, ASSIGNMENT OR
         OTHER DISPOSITION OF THIS CERTIFICATE AND THE SHARES OF STOCK
         REPRESENTED THEREBY, ARE SUBJECT TO THE RESTRICTIONS CONTAINED IN A
         STOCKHOLDERS' AGREEMENT AMONG THE COMPANY AND CERTAIN STOCKHOLDERS.
         COPIES OF THE AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE
         SECRETARY OF THE COMPANY."

         9.   Public Offering.  In the event that the Board of Directors of the
              ---------------
Company approves an initial public offering of the Common Stock of the Company,
each of the Company

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Holders shall take all necessary or desirable actions in connection with the
consummation of the initial public offering. In the event that such public
offering is an underwritten offering and the managing underwriters advise the
Company in writing that in their opinion the current capital structure may
adversely affect the marketability of the offering, each of the Company Holders
shall consent to and vote for a recapitalization, reorganization and/or exchange
of the Company's capital stock into securities that the managing underwriters
and the Board of Directors find acceptable and shall take all necessary or
desirable actions in connection with the consummation of the recapitalization,
reorganization and/or exchange; provided that the resulting securities reflect
and are consistent with the rights and preferences set forth in the Company's
Certificate of Incorporation as in effect immediately prior to such public
offering.

         10.  "Market Stand-Off" Agreement.  Each Company Holder hereby agrees
              ----------------------------
that, during the period of duration (not to exceed one-hundred eighty (180) days
in the case of the Company's initial public offering or 90 days in any
subsequent registration) specified by the Company and an underwriter of Common
Stock or other securities of the Company following the effective date of the
Company's registration statement in connection with its initial firm-commitment
underwritten offering of Common Stock or other securities to the general public,
it shall not, to the extent requested by the Company or such underwriter,
directly or indirectly sell, offer to sell, contract to sell (including, without
limitation, any short sale), grant any option to purchase or otherwise transfer
or dispose of (other than to donees who agree to be similarly bound) any
securities of the Company held by it, except Common Stock or other securities
included in such registration.  In order to enforce the foregoing covenant, the
Company may impose stop-transfer instructions with respect to such securities of
each Company Holder (and the shares or securities of every other person subject
to the foregoing restriction) until the end of such period.  This covenant shall
survive termination of this Agreement pursuant to Section 13.

         11.  Notices.  All notices, demands or other communications to be
              -------
given or delivered under or by reason of the provisions of this Agreement shall
be in writing and shall be deemed to have been given when delivered personally
to the recipient, sent to the recipient by reputable overnight courier service
(charges prepaid), or transmitted by facsimile or electronic mail (with request
for immediate confirmation of receipt in a manner customary for communications
of such type and with physical delivery of the communication being made by one
of the other means specified in this Section as promptly as practicable
thereafter).  Such notices, demands and other communications shall be addressed
(i) in the case of a Stockholder, to his or its address as is designated in
writing from time to time by such party, (ii) in the case of the Company, to its
principal office, and (iii) in the case of any transferee of a party to this
Agreement or its transferee, to such transferee at its address as designated in
writing by such transferee to the Company from time to time.

         12.  Assignment of Rights.  This Agreement and the rights and
              --------------------
obligations of the parties hereunder shall inure to the benefit of, and be
binding upon, the parties' respective successors, assigns and legal
representatives; provided, however, that the rights of the Stockholders
hereunder are only assignable to an assignee or transferee (i) who acquires all
of the securities of the Company held by the transferring Stockholder on the
date hereof or, if less than all, securities representing at least fifty percent
(50%) of the securities of the Company held by such transferring Stockholder as
of the date of this Agreement, or (ii) or to a transferee

                                       10
<PAGE>

described in the first sentence of Section 5, and it shall be a requirement of
such transfer that such assignee shall then become a party to this Agreement.

         13.  Term.  This Agreement shall terminate upon the earlier of (i) the
              ----
closing of a firm commitment underwritten public offering pursuant to an
effective registration statement under the Securities Act covering the offer and
sale of the Company's Common Stock (x) at a public offering price of (A) with
respect to shares other than Series C Preferred Stock and then only with respect
to Section 3, not less than $26.00 per share (adjusted to reflect subsequent
stock dividends, stock splits or similar transactions affecting the outstanding
Common Stock) and (B) otherwise, not less than $35.00 per share (or such lesser
amount as may be agreed to in writing by at least 75% of the holders of Series C
Preferred Stock) (adjusted to reflect subsequent stock dividends, stock splits
or similar transactions affecting the outstanding Common Stock), (y) resulting
in gross proceeds to the Company of not less than $50,000,000, and (z) after
which the Common Stock is either listed on a national securities exchange or
traded in the NASDAQ National Market System (a "Qualified Public Offering");
(ii) ten years from the date of this Agreement; (iii) the acquisition of the
Company by another entity by means of any transaction or series of related
transactions (including, without limitation, any reorganization, merger or
consolidation) that results in the Company's stockholders immediately prior to
such transaction not holding (by virtue of such shares or securities issued
solely with respect thereto) at least 50% of the voting power of the surviving
or continuing entity; (iv) a sale, conveyance or disposition of all or
substantially all of the assets of the Company unless the Company's stockholders
immediately prior to such transaction will, as a result of such sale, conveyance
or disposition hold (by virtue of securities issued as consideration for such
sale, conveyance or disposition) at least 50% of the voting power of the
purchasing entity; or (v) the effectuation by the Company or its stockholders of
a transaction or series of related transactions that results in the Company's
stockholders immediately prior to such transaction not holding (by virtue of
such shares or securities issued solely with respect thereto) at least 50% of
the voting power of the Company.

         14.  Entire Agreement.  This instrument contains the entire
              ----------------
understanding of the parties with respect to the subject matter hereof,
supersedes all other agreements between or among any of the parties with respect
to the subject matter hereof and cannot be altered or otherwise amended except
pursuant the terms of Section 17 below.  This Agreement shall be interpreted
under the laws of the State of Colorado without reference to its principles of
conflicts of law.

         15.  Attorneys' Fees.  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 attorneys' fees, costs and necessary disbursements in
addition to any other relief to which such party may be entitled.

                                       11
<PAGE>

         16.  Further Instruments and Actions.  The parties agree to execute
              -------------------------------
such further instruments and to take such further action as may reasonably be
necessary to carry out the intent of this Agreement.  The parties further agree
to cooperate affirmatively with the Company, to the extent reasonably requested
by the Company to enforce rights and obligations to this Agreement.

         17.  Amendments and Waivers.  Any term of this Agreement may be
              ----------------------
amended and the observance thereof may be waived (either generally or in a
particular instance and either retroactively or prospectively), only with the
written consent of at least seventy-five percent (75%) of the outstanding
Preferred Shares; provided, however, that any amendment or waiver adversely
affecting the rights of the persons holding Common Shares and not similarly
adversely affecting the rights of holders of Preferred Shares shall require the
written consent of a majority in interest of the outstanding Common Shares.  Any
amendment or waiver effected in accordance with this Section shall be binding
upon the Company and all Stockholders and their respective successors and
assigns.

         18.  Rights; Separability.  Unless otherwise expressly provided
              --------------------
herein, a Company Holder's rights hereunder are several rights, not rights
jointly held with any other Company Holder.  In case any provision of this
Agreement shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.

                                       12
<PAGE>

         IN WITNESS WHEREOF, this Agreement has been duly executed effective as
    of the date and year first above written.

INFLOW, INC.



By:  /s/ Art Zeile
     -------------------------------------
     President and Chief Executive Officer

          Address:  938 Bannock Street
                    Suite 300
                    Denver, CO 80204

PURCHASERS:

<TABLE>
<CAPTION>
<S>                                               <C>
First Union Capital Partners, Inc.                Meritage Private Equity Fund, L.P.
                                                  Meritage Private Equity Parallel Fund, L.P.
                                                  Meritage Entrepreneurs Fund, L.P.
By:  /s/ L. Watts Hamrick, III
     ---------------------------------------
     Senior Vice President                        By:  Meritage Investment Partners, LLC

Address:  301 South College Street                By: /s/ G. Jackson Tankersley, Jr.
Charlotte, NC 28288-0732                              ------------------------------
                                                       Managing Member

                                                      Address:  1600 Wynkoop Street, Suite 300
                                                                Denver, CO  80202

J.P. Morgan Investment Corporation                Sixty Wall Street SBIC Fund, L.P.,
By: /s/ Michael Robinson                          By:   Sixty Wall Street SBIC Corporation, its
    ------------------------------                      General Partner
Name: ____________________________
Title: ___________________________                By: /s/ Michael Robison
                                                      -----------------------------
                                                  Name: ___________________________
Address: 101 California Street, 37th Floor        Title: __________________________
         San Francisco, CA  94111
                                                      Address: 101 California Street, 37th Floor
                                                               San Francisco, CA  94111

</TABLE>

                                       13
<PAGE>

(Signature Page to Third Amended and Restated Stockholders Agreement continued)


PURCHASERS (continued):
                                            Stolberg, Meehan and Scano II, L.P.
/s/ Arthur H. Zeile                           By:  Stolberg, Meehan & Scano LLC,
------------------------------------               General Partner

/s/ Joel C. Daly
------------------------------------
                                              By: /s/ Peter Van Genderen
                                              Name: ___________________________
                                              Title: __________________________

                                            Address: Republic Plaza
                                                     370 17th Street
                                                     Suite 4240
                                                     Denver, CO 80202




                                        COMMON HOLDERS:

                                        /s/ Arthur H. Zeile
                                        ----------------------------------------


                                        /s/ Joel C. Daly
                                        ----------------------------------------


                                        /s/ Stephen O. James
                                        ----------------------------------------


                                       14