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                                                                   EXHIBIT 10.18


               AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

              This Amended and Restated Registration Rights Agreement (the
"Agreement") dated as of November 23, 1999 is entered into by and among Sequoia
Software Corporation, a Maryland corporation (the "COMPANY"), the individuals
set forth on Schedule I hereto (collectively the "SERIES C INVESTORS"), and the
individuals set forth on Schedule II hereto (collectively, the "PRIOR
INVESTORS").

       WHEREAS, the Company and the Series C Investors are parties to that
certain Series C Convertible Preferred Stock Purchase Agreement of even date
herewith (the "SERIES C PURCHASE AGREEMENT") pursuant to which the Series C
Investors are purchasing up to 26,092,659 shares of the Company's Series C
Convertible Preferred Stock, $0.001 par value per share (the "SERIES C
PREFERRED");

       WHEREAS, the Company has previously granted the Prior Investors
registration rights with respect to the purchase of shares of the Company's
Series A Preferred and Series B Preferred (each as defined below);

       WHEREAS, as a partial inducement to the Series C Investors, the Company
and the Prior Investors desire to confer upon the Series C Investors
registration rights and to consolidate the registration rights of the holders of
shares of each series of the Company's Preferred Stock (as defined below).

       NOW THEREFORE, in consideration of the premises, covenants and mutual
promises contained herein, and other good and valuable consideration, receipt of
which is hereby acknowledged, the parties hereto agree as follows:

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

              1.1    "COMMISSION" means the Securities and Exchange Commission,
or any other Federal agency at the time administering the Securities Act (as
defined below).

              1.2    "EXCHANGE ACT" means the Securities Exchange Act of 1934,
as amended, or any similar 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.

              1.3    "INVESTOR" or "INVESTORS" means individually or
collectively the Series C Investors and the Prior Investors, as the context
requires.

              1.4    "PREFERRED STOCK" means, collectively and without
distinction between series, the Series A Preferred, Series B Preferred, Series C
Preferred and the Series D Preferred (as defined below).

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              1.5    "QUALIFIED PUBLIC OFFERING" means the first public offering
of the Company's Common Stock, par value $0.001 per share (the "COMMON STOCK")
pursuant to a Registration Statement in which the aggregate gross proceeds to
the Company are not less than $25,000,000 and at a per share price of no less
than three times the per share price of the Series C Preferred pursuant to the
Series C Purchase Agreement (as adjusted for stock splits, stock dividends,
recapitalizations and similar events) underwritten by a reputable nationally
recognized underwriting firm selected as provided in this Agreement.

              1.6    "REGISTRABLE SHARES" means the Series A and B Registrable
Shares (as defined below) and the Series C/D Registrable Shares (as defined
below), without distinction; provided, however, that shares of Common Stock
which are Registrable Shares shall cease to be Registrable Shares (x) upon any
sale of such shares pursuant to a Registration Statement or Rule 144 under the
Securities Act, (y) upon any sale in any manner to a person or entity which, by
virtue of Section 17 of this Agreement, is not entitled to the rights provided
by this Agreement. Wherever reference is made in this Agreement to a request or
consent of holders of a certain percentage of Registrable Shares, the
determination of such percentage shall include shares of Common Stock issuable
upon conversion of the Preferred Stock even if such conversion has not yet been
effected.

              1.7    "REGISTRATION EXPENSES" shall mean all expenses incurred by
the Company in complying with this Agreement, including, without limitation, all
registration fees, filing fees, qualification fees, exchange listing fees,
accounting fees, printing expenses, fees and disbursements of counsel for the
Company and the 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).

              1.8    "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 limited purpose, or any
registration statement covering only securities proposed to be issued in
exchange for securities or assets of another corporation).

              1.9    "SECURITIES ACT" means the Securities Act of 1933, as
amended, or any similar 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.

              1.10   "SERIES A CONVERSION SHARES" means the shares of Common
Stock into which each share of Series A Preferred has been converted or is then
convertible.

              1.11   "SERIES A PREFERRED" means the Company's Series A
Convertible Preferred Stock, $0.001 par value per share.


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              1.12   "SERIES A PURCHASE AGREEMENT" means that certain Series A
Preferred Stock Purchase Agreement by and among the Company and the parties set
forth therein dated November 22, 1996.

              1.13   "SERIES A AND B REGISTRABLE SHARES" means (i) the Series A
Conversion Shares; and (ii) the Series B Conversion Shares; any other shares of
Common Stock of the Company issued in respect of the shares described in clause
(i) and (ii) above (because of stock splits, stock dividends, reclassifications,
recapitalizations, or similar events).

              1.14   "SERIES B CONVERSION SHARES" means the shares of Common
Stock into which each share of Series B Preferred has been converted or is then
convertible.

              1.15   "SERIES B PREFERRED" means the Company's Series B
Convertible Preferred Stock, par value $0.001 per share.

              1.15   "SERIES B PURCHASE AGREEMENT" means the Series B
Convertible Preferred Stock Purchase Agreement dated July 28, 1998 by and among
the Company and the other parties named therein.

              1.16   "SERIES C/D CONVERSION SHARES" means the shares of Common
Stock into which each share of Series C Preferred and Series D Preferred has
been converted or is then convertible.

              1.17   "SERIES C/D REGISTRABLE SHARES" means (i) the Series C/D
Conversion Shares; (ii) any shares of Common Stock hereafter acquired by the
Series C Investors; and (iii) any other shares of Common Stock issued in respect
of the shares described in clauses (i) and (ii) above (because of stock splits,
stock dividends, reclassifications, recapitalizations, or similar events).

              1.18   "SERIES D PREFERRED" means shares of the Company's Series D
Convertible Preferred Stock, par value $0.001 per share.

              1.19   "STOCKHOLDERS" means any holder of Registrable Shares.

       Section 2.    Sale or Transfer of Shares of Preferred Stock; Legend.

              2.1    The shares of Preferred Stock and the Registrable Shares
and shares issued in respect of the shares of Preferred Stock or the Registrable
Shares shall not be sold or transferred unless either (i) they first shall have
been registered under the Securities Act, or (ii) the Company first shall have
been furnished with an opinion of legal counsel, reasonably satisfactory to the
Company, to the effect that such sale or transfer is exempt from the
registration requirements of the Securities Act.

              2.2    Notwithstanding anything to the contrary contained in the
foregoing Section 2.1, if the proposed transferee agrees in writing to be
subject to the terms of this


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Agreement to the same extent as if he were an original Investor hereunder
provided such transfer is pursuant to an exemption under state and federal
securities laws, no registration or opinion of counsel shall be required for (i)
a transfer by an Investor to a member, partner, shareholder or affiliate
(including any immediate family member or trust for such family member's
benefit) of such Investor or to the estate of any such member, shareholder or
affiliate, (ii) a transfer by an Investor who is a trust, to beneficiaries named
in such trust as of July 28, 1998, or (iii) a transfer made in accordance with
Rule 144 under the Securities Act.

              2.3    Each certificate representing shares of Preferred Stock and
the Registrable Shares and shares issued in respect of the shares of Preferred
Stock and the Registrable Shares, whether issued pursuant to this Agreement or
any subsequent transfer or sale by an Investor, shall bear legends substantially
in the following forms:

              "The shares represented by this certificate have not been
              registered under the Securities Act of 1933, as amended, and may
              not be offered, sold or otherwise transferred, pledged or
              hypothecated unless and until such shares are registered under
              such Act or an opinion of counsel satisfactory to the Company is
              obtained to the effect that such registration is not required.

              The shares of stock represented by this certificate are subject to
              the terms of a Preferred Stock Purchase Agreement, Investor Rights
              Agreement and Stockholders' Agreement between the Company and the
              registered owner of this certificate (or the registered owner's
              predecessor in interest), including, but not limited to, the
              requirement that holders of this stock shall maintain the
              confidentiality of all financial, confidential and proprietary
              information of the Company acquired by them in exercising their
              rights under such agreements, and such agreements are available
              for inspection without charge at the office of the Treasurer of
              the Company."

              The foregoing legends shall be removed from the certificates
representing any Registrable Shares, at the request of the holder thereof, at
such time as they become eligible for resale pursuant to Rule 144(k) under the
Securities Act.

              2.4    The Company agrees, upon the request of any Investor, to
make available to such Investor and to any prospective transferee of any shares
of Preferred Stock or Registrable Shares of such Investor the information
concerning the Company described in Rule 144A(d)(4) under the Securities Act.

       Section 3.    Required Registrations.

              3.1    Registration of Series A and B Registrable Shares. At any
time after the first sale of Series C/D Registrable Shares consummated pursuant
to Section 3.2 hereof, a


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Stockholder or Stockholders holding in the aggregate at least 50% of the Series
A and B Registrable Shares may request, in writing, that the Company effect the
registration on a Registration Statement of Series A and B Registrable Shares
owned by such Stockholder or Stockholders, covering at least 20% of the Common
Stock issuable upon conversion of the aggregate number of shares of Series A
Preferred and Series B Preferred or having an aggregate offering price of at
least $2,000,000 (based on the then current market price or fair value);
provided, however, that the Company shall not be required to effect any
registration (other than on Form S-3 or any successor form relating to secondary
offerings) within six months after the effective date of any other Registration
Statement of the Company.

              3.2    Registration of Series C/D Registrable Shares. At any time
after the earlier of (i) a Qualified Public Offering or (ii) November 23, 2001,
Baker Communications Fund, L.P. ("BAKER") may request in writing that the
Company effect the registration on a Registration Statement of Series C/D
Registrable Shares owned by Stockholders holding Series C/D Registrable Shares,
covering at least 20% of the Common Stock issuable upon conversion of the
aggregate number of shares of Series C Preferred and Series D Preferred or
having an aggregate offering price of at least $2,000,000 (based on the then
current market price or fair value); provided, however, that the Company shall
not be required to effect any registration (other than on Form S-3 or any
successor form relating to secondary offerings) within six months after the
effective date of any other Registration Statement of the Company.

              3.3    If the holders initiating the registrations described in
3.1 and 3.2 above intend to distribute Registrable Shares by means of an
underwriting, they shall so advise the Company in their request. In the event
such registration is underwritten, the right of other Stockholders to
participate shall be conditioned on such Stockholders' participation in such
underwriting. Upon receipt of any such request, the Company shall promptly give
written notice of such proposed registration to all Stockholders. Such
Stockholders shall have the right, by giving written notice to the Company
within 30 days after the Company provides its notice, to elect to have included
in such registration such of their Registrable Shares as the Stockholders may
request in such notice of election, subject to the approval of the underwriter
managing the offering. Thereupon, the Company shall, as expeditiously as
possible and in any event within 60 days of such request, use its best efforts
to file a Registration Statement of all Registrable Shares the Company has been
requested to so register.

              3.4    In the event that the managing underwriter determines that
the number of Registrable Shares sought to be included in any underwritten
registration conducted pursuant to this Section 3 must be reduced, then the
holders of the series of Registrable Shares that initiates a demand registration
pursuant to this Section 3 (the "DEMANDING SERIES") shall have the right to
include in such demand registration that number of Registrable Shares on a pro
rata basis within the Demanding Series that is equal to the product of (i) two
times the percentage of the then outstanding shares of Common Stock of the
Company owned by the Demanding Series, determined on an as-if-converted basis,
multiplied by (ii) the total number of shares to be registered in such demand
registration. The remaining shares available to be included in such registration
(if any) shall be apportioned pro rata among the holders of the series of
Registrable Shares that did not initiate such demand registration (the
"NON-DEMANDING SERIES"). In the event


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that the percentage of the then outstanding shares of Common Stock of the
Company owned by the Demanding Series, determined on an as-if-converted basis,
is greater than 50%, then the Demanding Series shall be entitled to include the
total number of Registrable Shares to be including in such offering. If any
holder within the Demanding Series or the Non-Demanding Series would thus be
entitled to include more shares than such holder requested to be registered, the
excess shall be allocated among other requesting holders of the Demanding Series
or the Non-Demanding Series, as applicable, pro rata based upon their total
ownership of Registrable Shares.

              3.5    At any time after the Company becomes eligible to file a
Registration Statement on Form S-3 (or any successor form relating to secondary
offerings), holders of Registrable Shares will have the right to require the
Company to effect an unlimited number of Registration Statements on Form S-3 (or
such successor form), of Registrable Shares having an aggregate offering price
in each registration on Form S-3 in excess of $500,000 (based on the current
public market price). Such Stockholders shall have the right, by giving written
notice to the Company within 30 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. Thereupon, the Company
shall, as expeditiously as possible, use its best efforts to effect the
registration on Form S-3, or such successor form, of all Registrable Shares
which the Company has been requested to so register.

              3.6    The Company shall be required to effect two registrations
pursuant to each of Sections 3.1 and 3.2 above and an unlimited number of
registrations pursuant to Section 3.5 above; provided, however, that the Company
shall not be required to effect any registration (other than on Form S-3 or any
successor form relating to secondary offerings) within six months (or, if such
registration is an underwritten offering, such shorter time period as permitted
by the underwriters of the offering) after the effective date of any other
Registration Statement of the Company; and, provided further that the Company
shall not be required to effect more than two registrations pursuant to Section
3.5 above in any 12-month period.

              3.7    If at the time of any request to register Registrable
Shares pursuant to this Section 3, the Company is engaged or has fixed plans to
engage within 30 days of the time of the request in a registered public offering
as to which the Stockholders may include Registrable Shares pursuant to Section
4 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 to the material detriment of the Company, then the Company may at
its option direct that such request be delayed for a period not in excess of 90
days from the effective date of such offering or the date of commencement of
such other material activity, as the case may be, such right to delay a request
to be exercised by the Company not more than once in any two year period.

       Section 4.    Incidental Registration.

              4.1    Whenever the Company proposes to file a Registration
Statement at any time and from time to time, it will, prior to such filing,
promptly give written notice to all


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Stockholders of its intention to do so and, upon the written request of a
Stockholder or Stockholders given within 20 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 4 without obligation
to any Stockholder.

              4.2    In connection with any offering under this Section 4
involving an underwriting, the Company shall not be required to include any
Registrable Shares in such underwriting unless the holders thereof accept the
terms of the underwriting as agreed upon between the Company and the
underwriters selected by it, and then only in such quantity as will not, in the
opinion of the underwriters, jeopardize the success of the offering by the
Company. If in the opinion of the managing underwriter, the registration of all,
or part of, the Registrable Shares which the holders have requested to be
included would materially and adversely affect such public offering, then the
Company shall be required to include in the underwriting only that number of
Registrable Shares, if any, which the managing underwriter believes may be sold
without causing such adverse effect; and provided, that (a) in no event shall
the amount of Registrable Shares included in the offering be reduced below 25%
of the total number of shares of Common Stock (giving effect to the conversion
into Common Stock of all securities convertible thereinto) included in the
offering, and (b) no persons or entities other than the Company, the
Stockholders and persons or entities holding registration rights granted in
accordance with Section 17 hereof shall be permitted to include securities in
the offering.

              4.3    In the event that the managing underwriter determines that
the number of Registrable Shares sought to be included in any underwritten
registration conducted pursuant to this Section 4 must be reduced, then the
holders of Registrable Shares who have requested registration and other holders
of shares of Common Stock entitled to include shares of Common Stock in such
registration shall participate in the underwriting as follows: holders of Series
A and B Registrable Shares shall include up to 25% of the number of shares to be
registered and holders of Series C Preferred and the Series D Preferred shall
include Registrable Shares up to 75% of the number of shares to be registered,
determined on a pro rata basis between the holders of the Series A and B
Registrable Shares (together, as a class) and between the holders of Series C
Preferred and Series D Preferred (together, as a class). If any holder would
thus be entitled to include more shares than such holder requested to be
registered, the excess shall be allocated among other requesting holders pro
rata based upon their total ownership of Registrable Shares.

       Section 5.    Registration Procedures. If and whenever the Company is
required by the provisions of this Agreement to use its best efforts to effect
the registration of any of the Registrable Shares under the Securities Act, the
Company shall:

              5.1    file with the Commission a Registration Statement with
respect to such Registrable Shares and use its best efforts to cause that
Registration Statement to become and


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remain effective until the completion of the distribution; provided that before
filing such registration statement or any amendments thereto, the Company will
furnish to the holders who so request, copies of all such documents proposed to
be filed;

              5.2    as expeditiously as 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 keep
the Registration Statement effective, in the case of a firm commitment
underwritten public offering, until each underwriter has completed the
distribution of all securities purchased by it and, in the case of any other
offering, until the earlier of the sale of all Registrable Shares covered
thereby or 120 days after the effective date thereof;

              5.3    as expeditiously as possible furnish to each selling
Stockholder such numbers of copies of the registration statement and of each
amendment and supplement thereto (in each case including all exhibits), such
number of copies of the prospectus contained in such registration statement
(including each preliminary prospectus and any summary prospectus) and any other
prospectus filed under Rule 424 under the Securities Act, in conformity with the
requirements of the Securities Act, and such other documents as the selling
Stockholder may reasonably request in order to facilitate the public sale or
other disposition of the Registrable Shares owned by the selling Stockholder;

              5.4    as expeditiously as possible use its 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, and do any and all other acts and things that may be
reasonably necessary to enable the selling Stockholders to consummate the public
sale or other disposition in such states of the Registrable Shares owned by the
selling Stockholder; provided, however, that the Company shall not be required
in connection with this paragraph 5.4 to qualify as a foreign corporation or
execute a general consent to service of process in any jurisdiction.

              5.5    use best efforts to cause all Registrable Shares covered by
such registration statement to be registered with or approved by such other
governmental agencies or authorities as may be necessary by virtue of the
Company's business or operations to enable the seller or sellers thereof to
consummate the disposition of such Registrable Shares;

              5.6    in the event of any underwritten public offering, enter
into and perform its obligations under an underwriting agreement, in usual and
customary form, with the managing underwriter of such offering;

              5.7    notify each holder of Registrable Shares covered by such
registration statement at any time when a prospectus relating thereto is
required to be delivered under the Securities Act of the happening of any event
known to the Company as a result of which the prospectus included in such
registration statement, as then in effect, includes an untrue statement of a
material fact or omits to state a material fact required to be stated therein or
necessary to make the statements therein not misleading in the light of the
circumstances then existing;


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              5.8    notify each holder of Registrable Shares covered by such
registration statement and such holder's underwriters, if any, and confirm such
advice in writing: (i) when the registration statement has become effective,
(ii) when any post-effective amendment to the registration statement becomes
effective and (iii) of an request by the Commission for any amendment or
supplement to the registration statement or prospectus or for additional
information;

              5.9    notify each Stockholder if at any time the SEC should
institute or threaten to institute any proceedings for the purpose of issuing,
or should issue, a stop order suspending the effectiveness of the Registration
Statement. Upon the occurrence of any of the events mentioned in the preceding
sentence, the Company will use diligent efforts to prevent the issuance of any
such stop order or to obtain the withdrawal thereof as soon as reasonably
possible. The Company will advise each Stockholder promptly of any order or
communication of any public board or body addressed to the Company suspending or
threatening to suspend the qualification of any Registrable Shares for sale in
any jurisdiction;

              5.10   furnish, at the request of any Stockholder requesting
registration of Registrable Shares pursuant to this Agreement, (i) on the date
that such Registrable Shares are delivered to the underwriters for sale in
connection with a registration pursuant to this Agreement, if such securities
are being sold through underwriters, or, if such securities are not being sold
through underwriters, on the date that the registration statement with respect
to such securities becomes effective, an opinion, dated such date, of the
counsel representing the Company for the purposes of such registration, in form
and substance as is customarily given to underwriters in an underwritten public
offering, addressed to the underwriters, if any, and to the Stockholders
requesting registration of Registrable Shares and (ii) on the date that the
registration statement with respect to such securities becomes effective, a
"comfort" letter dated such date, from the independent certified public
accountants of the Company, in form and substance as is customarily given by
independent certified public accountants to underwriters in an underwritten
public offering, addressed to the underwriters, if any, and to the holders
requesting registration of Registrable Shares, and, if such securities are being
sold through underwriters, a reaffirmation of such letter on the date that such
Registrable Shares are delivered to the underwriters for sale; and

              5.11   as soon as practicable after the effective date of the
registration statement, and in any event within sixteen (16) months thereafter,
have "made generally available to its security holders" (within the meaning of
Rule 158 under the Securities Act) an earning statement (which need not be
audited) covering a period of at least twelve (12) months beginning after the
effective date of the registration statement and otherwise complying with
Section 11(a) of the Securities Act.

              If the Company has delivered preliminary or final prospectuses 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 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 promptly provide the


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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.

       Section 6.    Allocation of Expenses. The Company will pay all
Registration Expenses of all registrations under this Agreement; provided,
however, that if a registration under Section 3 is withdrawn at the request of
the Stockholders requesting such registration (other than as a result of
information concerning the business or financial condition of the Company which
is made known to the Stockholders after the date on which such registration was
requested) and if the requesting Stockholders elect not to have such
registration counted as a registration requested under Section 3, the requesting
Stockholders shall pay the Registration Expenses of such registration pro rata
in accordance with the number of their Registrable Shares proposed to be
included in such registration.

       Section 7.    Indemnification and Contribution.

              7.1    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, 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) (a) arise out of or are based upon any untrue
statement or alleged untrue statement of any material fact contained in any (i)
Registration Statement under which such Registrable Shares were registered under
the Securities Act, (ii) preliminary prospectus or final prospectus contained in
the Registration Statement, (iii) amendment or supplement to such Registration
Statement, or (iv) documents filed under state securities or "blue sky" laws in
connection with the previous clauses (i)-(iii), (b) 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, or
(c) any violation or alleged violation by the Company of the Securities Act, the
Exchange Act, any state securities law or any rule or regulation promulgated
under the Securities Act, the Exchange Act or any state securities law. The
Company will reimburse such seller, underwriter and each such controlling person
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 to a particular seller, underwriter or controlling
person in any such case to the extent that any such loss, claim, damage or
liability arises out of or is based upon (a) any untrue statement or omission
made in such Registration Statement, preliminary prospectus or prospectus, or
any such amendment 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 or (b) the actions of such seller, underwriter or
controlling person.


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              7.2    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 (a) Registration Statement
under which such Registrable Shares were registered under the Securities Act,
(b) preliminary prospectus or final prospectus contained in the Registration
Statement, or (c) 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, in each of cases (a)-(c), the statement or omission
was made in reliance upon and in conformity with information furnished in
writing to the Company by such seller or its agent or representative,
specifically for use in connection with the preparation of such Registration
Statement, prospectus, amendment or supplement; provided, however, that the
obligations of such seller hereunder shall be limited to an amount equal to the
net proceeds to such seller of Registrable Shares sold as contemplated herein.

              7.3    Each party entitled to indemnification under this Section 7
(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 Agreement. The Indemnified Party may participate in such
defense at such party's expense; provided, however, that the Indemnifying Party
shall pay such 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. 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.

              7.4    In order to provide for just and equitable contribution to
joint liability under the Securities Act in any case in which either (a) any
holder of Registrable Shares exercising rights under this Agreement, or any
controlling person of any such holder, makes a claim for indemnification
pursuant to this Section 7 but such indemnity is unavailable


                                      -11-
<PAGE>   12


notwithstanding the fact that this Section 7 provides for indemnification in
such case, or (b) contribution under the Securities Act may be required on the
part of any such selling Stockholder or any such controlling person in
circumstances for which indemnification is provided under this Section 7; then,
in each such case, the Company and such Stockholder will contribute to the
aggregate losses, claims, damages, or liabilities to which they may be subject
(after contribution from others) (i) in such proportion as is appropriate to
reflect the relative benefits received by the indemnifying party on the one hand
and the indemnified party on the other (taking into consideration the fact that
the provision of the registration rights and indemnification hereunder is a
material inducement to the Series C Investors to purchase Registrable Shares
pursuant to the Series C Purchase Agreement) or (ii) if the allocation provided
by clause (i) above is not permitted by applicable law or provides a lesser sum
to the indemnified party than the amount hereinafter calculated, in such
proportion as is appropriate to reflect not only the relative benefits received
by the indemnifying party on the one hand (taking into consideration the fact
that the provision of the registration rights and indemnification hereunder is a
material inducement to the Series C Investors or purchase Registrable Shares
pursuant to the Series C Purchase Agreement) and the indemnified party on the
other but also the relative fault of the indemnifying party and the indemnified
party as well as any other relevant equitable considerations. The relative fault
shall be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged omission
to state a material fact relates to information supplied by the indemnifying
party or the indemnified party and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such untrue
statement or omission; provided, however, that, in any such case (a) no such
holder will be required to contribute any amount in excess of the proceeds to it
of all Registrable Shares sold by it pursuant to such Registration Statement,
(b) no person or entity guilty of fraudulent misrepresentation, within the
meaning of Section 11(f) of the Securities Act, shall be entitled to
contribution from any person or entity who is not guilty of such fraudulent
misrepresentation, and (c) no person or entity not entitled to indemnification
pursuant to this Section 7 (without regard to the enforceability thereof) shall
be entitled to contribution from any other person or entity.

              7.5    Any indemnity agreements contained herein shall be in
addition to any other rights to indemnification or contribution which any
indemnified party may have pursuant to law or contract and shall remain
operative and in full force and effect regardless of any investigation made or
omitted by or on behalf of any indemnified party.

       Section 8.    Indemnification with Respect to Underwritten Offering. In
the event that Registrable Shares are sold pursuant to a Registration Statement
in an underwritten offering pursuant to Sections 3 or 4, the Company agrees to
enter into an underwriting agreement containing customary representations and
warranties with respect to the business and operations of an issuer of the
securities being registered and customary covenants and agreements to be
performed by such issuer, including without limitation customary provisions with
respect to indemnification by the Company of the underwriters of such offering.

       Section 9.    Information by Holder. Each holder of Registrable Shares
included in any registration shall furnish to the Company such information
regarding such holder and the


                                      -12-
<PAGE>   13


distribution proposed by such holder as the Company may request in writing to
the extent that such information shall be required in connection with any
registration, qualification or compliance referred to in this Agreement;
provided, however, that no Stockholder participating in any underwriting shall
be required to make any representations or warranties except as they relate to
such Stockholder's ownership of shares and authority to enter into the
underwriting agreement and to such Stockholder's intended method of
distribution, and the liability of such Stockholder shall be limited to an
amount equal to the net proceeds from the offering received by such Stockholder.

       Section 10.   "Market Stand-Off" Agreement. Each Stockholder, if
requested by the Company and an underwriter of Common Stock or other securities
of the Company, shall agree not to sell or otherwise transfer or dispose of any
Registrable Shares or other securities of the Company held by such Stockholder
for a specified period of time (not to exceed 180 days) following the effective
date of a Registration Statement; provided, that:

              10.1   such agreement shall only apply to the first such
Registration Statement covering Common Stock of the Company to be sold on its
behalf to the public in an underwritten offering; and

              10.2   all Stockholders holding not less than the number of shares
of Common Stock held by such Stockholder (including shares of Common Stock
issuable upon the conversion of any convertible securities, or upon the exercise
of options, warrants or rights) and all officers and directors of the Company
enter into similar agreements.

Such agreement shall be in writing in a form satisfactory to the Company and
such underwriter. The Company may impose stop-transfer instructions with respect
to the Registrable Shares or other securities subject to the foregoing
restriction until the end of the stand-off period.

       Section 11.   Limitations on Subsequent Registration Rights. The Company
shall not, without the prior written consent of (i) Baker and (ii) Stockholders
holding at least 66 2/3% of the Series A and B Registrable Shares (together, as
a single class), enter into any agreement (other than this Agreement) with any
holder or prospective holder of any securities of the Company which would allow
such holder or prospective holder (i) to include securities of the Company in
any registration filed under Section 3 or 4, unless under the terms of such
agreement, such holder or prospective holder may include such securities in any
such registration only on terms substantially similar to the terms on which
holders of Registrable Shares may include shares in such registration, or (ii)
to make a demand registration which could result in such registration statement
being declared effective prior to the Qualified Public Offering. The Company
hereby represents and warrants to each Investor that there are no existing
"registration rights" (other than those contained herein) for any securities of
the Company.

       Section 12.   Rule 144 Requirements. With a view to making available to
the Stockholders the benefits of Rule 144 under the Securities Act and any other
rule or regulation of the Commission that may at any time permit a Stockholder
to sell securities of the Company to the public without registration or pursuant
to a registration on Form S-3, the Company agrees to:


                                      -13-
<PAGE>   14


              12.1   Use diligent efforts to make and keep public information
available, as those terms are understood and defined in Rule 144 under the
Securities Act, at all times after the effective date of the Company's initial
Registration Statement on Form S-1 (or any successor form);

              12.2   take such action as necessary to enable the Stockholders to
utilize Form S-3 for the sale of their Registrable Shares;

              12.3   use diligent efforts to 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; and

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

       Section 13.   Selection of Underwriter. In the case of any registration
effected pursuant to this Agreement, the Board of Directors of the Company shall
have the right to designate the managing underwriter in any underwritten
offering, subject to the approval of the holders of a majority of the
Registrable Shares requested to be included in such offering, which approval
shall not be unreasonably withheld.

       Section 14.   Mergers, Etc. The Company shall not, directly or
indirectly, enter into any merger, consolidation, or reorganization in which the
Company shall not be the surviving corporation unless the proposed surviving
corporation shall, prior to such merger, consolidation, or reorganization, agree
in writing to assume the obligations of the Company under this Agreement, and
for that purpose references hereunder to "Registrable Shares" shall be deemed to
be references to the securities that the Stockholder would be entitled to
receive in exchange for Registrable Shares under any such merger, consolidation,
or reorganization; provided, however, that the provisions of this Agreement
shall not apply in the event of any merger, consolidation, or reorganization in
which the Company is not the surviving corporation if all Stockholders are
entitled to receive in exchange for their Registrable Shares consideration
consisting solely of (a) cash, (b) securities of the acquiring corporation that
may be immediately sold to the public without registration under the Securities
Act, or (c) securities of the acquiring corporation that the acquiring
corporation has agreed to register within 90 days of completion of the
transaction for resale to the public pursuant to the Securities Act.

       Section 15.   Amends and Supersedes Previously Granted Registration
Rights. The Prior Investors agree that this Amended and Restated Registration
Rights Agreement amends and


                                      -14-
<PAGE>   15


supersedes in its entirety the Registration Rights Agreement dated July 28, 1998
by and among the Company and the Prior Investors, as such agreement was amended
on September 28, 1998.

       Section 16.   Successors and Assigns. Except as provided in Section 17,
the provisions of this Agreement shall be binding upon, and inure to the benefit
of, the respective successors, assigns, heirs, executors and administrators of
the parties hereto.

       Section 17.   Transfers of Certain Rights.

              17.1   The rights granted to the Investors under this Agreement
may be transferred only to a transferee who acquires at least 20% of (a) the
shares of Series A Preferred (or Series A Conversion Shares) issued by the
Company pursuant to the Series A Purchase Agreement, (b) the shares of Series B
Preferred (or Series B Conversion Shares) issued pursuant to the Series B
Purchase Agreement or (c) the shares of Series C Preferred and Series D
Preferred (or Series C/D Conversion Shares) issued by the Company pursuant to
the Series C Purchase Agreement.

              17.2   Transferees. Any transferee (other than to an affiliate an
Investor) to whom rights under this Agreement are transferred shall, as a
condition to such transfer, deliver to the Company a written instrument by which
such transferee agrees to be bound by the obligations imposed upon such Investor
under this Agreement, as the case may be, to the same extent as if such
transferee were such Investor hereunder.

              17.3   Subsequent Transferees. A transferee to whom rights are
transferred pursuant to this Section 17 may not again transfer such rights to
any other person or entity, other than as provided in Sections 17.1 or 17.2
above.

              17.4   Transfers to Affiliates. Notwithstanding anything to the
contrary contained in the foregoing, an Investor may transfer rights granted to
it under this Agreement to any member, partner, shareholder or affiliate of the
Investor to whom shares of Preferred Stock are transferred pursuant to Section 2
and who delivers to the Company a written instrument in accordance with 17.2
above and containing the representation that the transfer is exempt from
registration under the Securities Act. In the event of such transfer, such
member, shareholder or affiliate shall be deemed to be an Investor for purposes
of this Section 17 and may again transfer such rights to any other person or
entity that acquires shares of Preferred Stock from such partner or stockholder,
in accordance with, and subject to, the provisions of Section 17.1, 17.2 and
17.3 above.

       Section 18.   Confidentiality. Each Investor and Stockholder agrees that
it will keep confidential and will not disclose or divulge any confidential,
proprietary or secret information which such Investor or Stockholder may obtain
from the Company pursuant to financial statements, reports and other materials
submitted by the Company to the Investors or Stockholders pursuant to this
Agreement, or pursuant to visitation or inspection rights granted hereunder,
unless such information is known, or until such information becomes known, to
the public other than as a result of a disclosure by the Investors or
Stockholders; provided, however,


                                      -15-
<PAGE>   16


that the Investors and Stockholders may disclose such information (a) to their
attorneys, accountants, consultants, and other professionals to the extent
necessary to obtain their services in connection with its investment in the
Company, (b) to any prospective purchaser of any securities of the Company from
the Investors as long as such prospective purchaser agrees in writing to be
bound by the provisions of this Section, or (c) to any partner or affiliate of
such purchaser or to a partner, shareholder or subsidiary of such purchaser.

       Section 19.   Miscellaneous.

              19.1.  No Inconsistent Agreements. The Company will not hereafter
enter into any agreement with respect to its securities which is inconsistent
with or violates the rights granted to the holders of Registrable Shares in this
Agreement.

              19.2.  Adjustments Affecting Registrable Shares. The Company will
not take any action, or permit any change to occur, with respect to its
securities that would adversely affect the ability of the holders of Registrable
Shares to include such Registrable Shares in a registration undertaken pursuant
to this Agreement or that would adversely affect the marketability of such
Registrable Shares in any such registration (including, without limitation,
effecting a stock split or a combination of shares).

              19.3.  Remedies. Any person having rights under any provision of
this Agreement will be entitled to enforce such rights specifically (without
posting any bond or other security), to recover damages caused by reason of any
breach of any provision of this Agreement and to exercise all other rights
granted by law.

              19.4.  Amendments and Waivers. Except as otherwise provided
herein, the provisions of this Agreement may be amended and the Company may take
action herein prohibited, or omit to perform any act herein required to be
performed by it, if, but only if, the Company has obtained the written consent
of holders of at least 80% of the Registrable Shares then in existence.

              19.5.  Governing Law. This Agreement shall be governed by and
construed under the laws of the State of New York.

              19.6.  Term of Registration Rights. Notwithstanding anything to
the contrary contained herein, the registration rights of each Stockholder set
forth in Section 3, Section 4 and Section 5 shall terminate in their entirety on
the fifth (5th) anniversary of a Qualified Public Offering.

              19.7.  Notices. All notices, requests, consents and other
communications under this agreement shall be in writing and shall be delivered
personally or by telecopy, or by courier, or by certified or registered mail,
return receipt requested, or by first class mail, postage prepaid and shall be
addressed to the Company and the Investors at their respective address as set
forth below:


                                      -16-
<PAGE>   17


If to the Company:

                     Sequoia Software Corporation
                     Overlook Center
                     5457 Twin Knolls Road
                     Columbia, Maryland 21045
                     Attention: Richard C. Faint, Jr.

or at such other address or addresses as may have been furnished in writing to
the Investors by the Company, with a copy to:

                     Piper Marbury Rudnick & Wolfe LLP
                     1850 Centennial Park Drive
                     Suite 610
                     Reston, Virginia  20191
                     Fax:  703-390-5299
                     Attention: Nancy A. Spangler, Esquire

              If to an Investor, at his or its address set forth in Schedule I,
or at such other address or addresses as may have been furnished to the Company
in writing by the Investor.

              Notices provided in accordance with this Section 19.7 shall be
deemed delivered upon personal delivery or upon facsimile delivery, receipt
confirmed, one day after placement with a reputable overnight delivery service
or two business days after deposit in the U.S. mail, postage prepaid.

              If to any other transferee to whom shares were transferred
pursuant to Section 2, at such address or addresses as may have been furnished
to the Company in writing.

              19.8.  Severability. In case any provision of this Agreement shall
be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions of this Agreement or any provision of the other
Agreements shall not in any way be affected or impaired thereby.

              19.9.  Titles and Subtitles. The titles of the sections and
subsections of this Agreement are for convenience of reference only and are not
to be considered in construing this Agreement.

              19.10. No Registration of Preferred Stock. The registration rights
contained herein apply only to Common Stock, and the Company shall never be
obligated to register any of the Preferred Stock.

              19.11  Delays or Omissions; Remedies Cumulative. It is agreed that
no delay or omission to exercise any right, power or remedy accruing to the
parties, upon any breach or default of the Company under this Agreement, shall
impair any such right, power or remedy, nor shall it be construed to be a waiver
of any such breach or default, or any acquiescence therein, or


                                      -17-
<PAGE>   18


of any similar breach or default thereafter occurring; nor shall any waiver of
any single breach or default be deemed a waiver of any other breach or default
theretofore or thereafter occurring. It is further agreed that any waiver,
permit, consent or approval of any kind or character by a party of any breach or
default under this Agreement, or any waiver by a party of any provisions or
conditions of this Agreement must be in writing and shall be effective only to
the extent specifically set forth in writing and that all remedies, either under
this Agreement, or by law or otherwise afforded to a party, shall be cumulative
and not alternative.

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


                                    *   *   *

                         {Signatures on following page.}






                                      -18-
<PAGE>   19


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

                                         COMPANY:

                                         SEQUOIA SOFTWARE CORPORATION

                                         By:
                                            -----------------------------------
                                             Mark Wesker, President

                                         INVESTORS:

                                         BAKER COMMUNICATIONS FUND, L.P.

                                         By: Baker Capital Partners, LLC
                                             General Partner

                                         By:
                                            -----------------------------------
                                             Lawrence Bettino, Manager

                                         DIVINE INTERVENTURES, INC.

                                         By:
                                            -----------------------------------
                                             Andrew J. Filipowski,

                                         ANTHEM CAPITAL, L.P.

                                         By: Anthem Capital Partners, L.P.,
                                             General Partner

                                         By: Anthem Capital Partners, Inc.
                                             General Partner

                                         By:
                                            -----------------------------------
                                             William M. Gust, II, President

                                         {Signatures Continued on Next Page}



                                      -19-
<PAGE>   20


                                         NEPA VENTURE FUND II, L.P.

                                         By: NEPA II Management Corporation
                                             General Partner

                                         By:
                                            -----------------------------------
                                             Marc Benson, Vice President

                                         --------------------------------------
                                         RICHARD C. FAINT, JR.

                                         --------------------------------------
                                         KENNETH E. HOMA

APPROVED                                 NELSON BUNKER HUNT TRUST ESTATE
                                              - TRUST B

By:                                      By:
       ---------------------                -----------------------------------
       Miro Vranac, Jr.,                     F.C. Vickers, Trustee
       Member Advisory Board

                                         LYDA BUNKER HUNT TRUST -
                                              MARY HUDDLESTON

By:                                      By:
       ---------------------                -----------------------------------
       Mary Hunt Huddleston,                 Miro Vranac, Jr., Trustee
       Trustee

                                         --------------------------------------
                                         MARY HUNT HUDDLESTON

                                         FLANDERS LANGUAGE VALLEY
                                         FUND, C.V.A.

                                         By:
                                            -----------------------------------
                                             Name:
                                                  -----------------------------
                                             Title:
                                                   ----------------------------

                                         {Signatures Continue on Next Page}



                                      -20-
<PAGE>   21


                                         LAMBRO'S L.P.

                                         By: CJ Capital Management LLC

                                         By:
                                            -----------------------------------
                                             Dennis Kemper
                                             Investment Advisor

                                         SMART TECHNOLOGY VENTURES 2

                                         By:
                                            -----------------------------------
                                            Name:
                                                 ------------------------------
                                            Title:
                                                  -----------------------------

                                         --------------------------------------
                                         HARRIS KAPLAN

                                         --------------------------------------
                                         MARGARETHA ZEYEN MANY

                                         --------------------------------------
                                         ANDREW J. FILIPOWSKI

                                         ODYSSEY CAPITAL, LP

                                         By:
                                            -----------------------------------
                                            Name:
                                                 ------------------------------
                                            Title:
                                                  -----------------------------

                                         --------------------------------------
                                         JOHN BENDHEIM

                                         {Signatures Continue on Next Page}



                                      -21-
<PAGE>   22


                                         JODA ENTERPRISES LTD.

                                         By:
                                            -----------------------------------
                                             David W. Patton
                                             Title:

                                         {Signatures Continue on Next Page}



                                      -22-
<PAGE>   23


                                         SEQ CAPITAL INVESTMENTS

                                         By:
                                            -----------------------------------
                                             Name: Dr. Kourosh Maddahi
                                             Title:
                                                   ----------------------------

                                         R. TORBATI FAMILY TRUST DATED 8/15/93

                                         By:
                                            -----------------------------------
                                            Name:
                                                 ------------------------------
                                            Title:
                                                  -----------------------------

                                         W. PHILLIP WALSH AND EDNA A. WALSH
                                            AS JOINT TENANTS WITH RIGHT OF
                                            SURVIORSHIP

                                         By:
                                            -----------------------------------
                                             W. Phillip Walsh

                                         By:
                                            -----------------------------------
                                             Edna A. Walsh

                                         --------------------------------------
                                         THOMAS BARRY

                                         --------------------------------------
                                         CILLIAN S. O'BRADAIGH

                                         --------------------------------------
                                         JOHN WHITTIER MASON

                                         --------------------------------------
                                         BRIAN WADE

                                         --------------------------------------
                                         LINNEA CONRAD

                       {Signatures Continue on Next Page}



                                      -23-
<PAGE>   24


                                         --------------------------------------
                                         DAVID HUNGERFORD

                                         O'BRYAN COMMUNITY PROPERTY TRUST

                                         By:
                                            -----------------------------------
                                             Frank O' Bryan, Trustee



                                      -24-
<PAGE>   25


                             AMENDMENT NO. 1 TO THE
                              AMENDED AND RESTATED
                          REGISTRATION RIGHTS AGREEMENT

       THIS AMENDMENT NO. 1 (the "Amendment") to that certain Amended and
Restated Registrations Rights Agreement dated November 23, 1999 (the
"Agreement") by and among Sequoia Software Corporation (the "Company") and the
individuals listed on the schedules thereto, is made as of this 19th day of
April, 2000 by and among the Company and the undersigned stockholders (the
"Stockholders"). All capitalized terms used herein and not otherwise defined
herein shall have the meanings set forth in the Agreement.

       WHEREAS, the Company and the Stockholders are parties to the Agreement;
and

       WHEREAS, pursuant to Section 19.4 of the Agreement, the Company and the
Stockholders desire to amend certain provisions of the Agreement in connection
with the Company's initial public offering of its common stock, par value $0.001
per share (the "Common Stock").

       NOW THEREFORE, in consideration of the mutual promises and covenants
contained in the Agreement and this Amendment, the parties hereto agree as
follows:

       1. Section 1.5 of the Agreement shall hereby be amended and restated in
its entirety as follows:

              " 'QUALIFIED PUBLIC OFFERING' means the first public offering of
       the Company's Common Stock, par value $0.001 per share (the "COMMON
       STOCK") pursuant to a Registration Statement in which the aggregate gross
       proceeds to the Company are not less than $20,000,000 underwritten by a
       reputable nationally recognized underwriting firm selected as provided in
       this Agreement."

       2. Except as otherwise expressly set forth in this Amendment, the
Agreement shall continue to be in full force and effect in accordance with its
terms.

       3. This Amendment 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 signatures.

                                    *   *   *

                         {Signatures on following page.}


<PAGE>   26


       IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to the
Agreement as of the date first written above.

                                         SEQUOIA SOFTWARE CORPORATION

                                         By:
                                            -----------------------------------
                                         Name:
                                         Title:

                                         BAKER COMMUNICATIONS FUND, L.P.

                                         By:  Baker Capital Partners, LLC
                                              General Partner

                                         By:
                                            -----------------------------------
                                              Lawrence Bettino, Manager

                                         DIVINE INTERVENTURES, INC.

                                         By:
                                            -----------------------------------
                                              Andrew J. Filipowski,

                                         ANTHEM CAPITAL, L.P.

                                         By:  Anthem Capital Partners, L.P.,
                                              General Partner

                                         By:  Anthem Capital Partners, Inc.
                                              General Partner

                                         By:
                                            -----------------------------------
                                              William M. Gust, II, President

                                         NEPA VENTURE FUND II, L.P.

                                         By:  NEPA II Management Corporation
                                              General Partner

                                         By:
                                            -----------------------------------
                                              Marc Benson, Vice President


<PAGE>   27


                                         --------------------------------------
                                         RICHARD C. FAINT, JR.

                                         --------------------------------------
                                         KENNETH E. HOMA

                                         FLANDERS LANGUAGE VALLEY
                                         FUND, C.V.A.

                                         By:
                                            -----------------------------------
                                            Name:
                                                 ------------------------------
                                            Title:
                                                  -----------------------------