PEOPLEPC INC.






                          REGISTRATION RIGHTS AGREEMENT



                              DECEMBER 17, 2001





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                                TABLE OF CONTENTS
                                                                            PAGE
                                                                            ----

SECTION 1 GENERAL..............................................................1

         1.1      DEFINITIONS..................................................1

SECTION 2 REGISTRATION.........................................................3

         2.1      SHELF REGISTRATION...........................................3
         2.2      EXPENSES OF REGISTRATION.....................................6
         2.3      OBLIGATIONS OF THE COMPANY...................................6
         2.4      FURNISHING INFORMATION.......................................7
         2.5      INDEMNIFICATION..............................................7
         2.6      ASSIGNMENT OF REGISTRATION RIGHTS............................9
         2.7      AMENDMENT OF REGISTRATION RIGHTS............................10
         2.8      RULE 144 REPORTING..........................................10
         2.9      TERMINATION.................................................10

SECTION 3 MISCELLANEOUS.......................................................11

         3.1      GOVERNING LAW...............................................11
         3.2      SUCCESSORS AND ASSIGNS......................................11
         3.3      ENTIRE AGREEMENT............................................11
         3.4      SEVERABILITY................................................11
         3.5      AMENDMENT AND WAIVER........................................11
         3.6      DELAYS OR OMISSIONS.........................................11
         3.7      NOTICES.....................................................12
         3.8      TITLES AND SUBTITLES........................................13
         3.9      COUNTERPARTS................................................13
         3.10     EXPENSES....................................................13
         3.11     SPECIFIC ENFORCEMENT........................................13
         3.12     ATTORNEYS' FEES.............................................13
         3.13     SURVIVAL....................................................13




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                                  PEOPLEPC INC.

                          REGISTRATION RIGHTS AGREEMENT

         THIS REGISTRATION RIGHTS AGREEMENT (the "AGREEMENT") is entered into as
of the  17th  day of  December  2001 by and  among  PEOPLEPC  INC.,  a  Delaware
corporation (the "COMPANY"), and the holders of the Company's Series B Preferred
Stock,  par value $0.0001 per share  ("SERIES B STOCK"),  set forth on Exhibit A
hereto (the "INVESTORS").

                                    RECITALS

         WHEREAS,  the Company and the Investors  have entered into the Series B
Preferred  Stock Purchase  Agreement,  dated as of December 17, 2001 (the "STOCK
PURCHASE AGREEMENT")  providing for, among other things, the sale by the Company
and the purchase by the Investors of an aggregate of 6,400,000  shares of Series
B Stock;

         WHEREAS,  as a condition of entering into the Stock Purchase Agreement,
the Investors have requested that the Company extend to them registration rights
for shares issued in accordance with the Stock Purchase Agreement; and

         WHEREAS,  the  Company's  and  Investors'  obligations  under the Stock
Purchase  Agreement  are  conditioned  upon the  execution  and delivery of this
Agreement by such parties.

         NOW,   THEREFORE,    in   consideration   of   the   mutual   promises,
representations,   warranties,  covenants  and  conditions  set  forth  in  this
Agreement  and in the Stock  Purchase  Agreement,  the parties  hereto  agree as
follows:

                                    SECTION 1

                                     GENERAL

         1.1  DEFINITIONS.  As used in this Agreement the following  terms shall
have the following respective meanings:

         "AFFILIATE"  means,  with  respect to a specified  person or entity,  a
person  or  entity   that   directly,   or   indirectly   through  one  or  more
intermediaries,  controls, or is controlled by, or is under common control with,
the person or entity specified.

         "CLOSING"  means the  consummation  of the  purchase  of the  shares of
Series B Stock contemplated by the Stock Purchase Agreement.

         "COMMON  STOCK"  means  shares of Common  Stock,  par value  $0.001 per
share, of the Company.

         "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.


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         "HOLDER" means any person owning of record Registrable  Securities that
have not been sold to the public or any  assignee of record of such  Registrable
Securities.

         "PROSPECTUS"   means  the  prospectus   included  in  any  Registration
Statement,  all  amendments  and  supplements  to  such  prospectus,   including
post-effective  amendments,  and all other material incorporated by reference in
such prospectus.

         "PUT OPTION" has the meaning set forth in the  definition of Put Option
Stock.

         "PUT OPTION STOCK" means the Common Stock issuable upon exercise of the
put option (the "Put Option")granted by the Company in the Put Option Agreement,
dated May 30,  2001,  entered  into by the Company,  @viso  Limited,  Bowerbrook
Limited,  SOFTBANK Capital Partners LP, SOFTBANK Capital LP and SOFTBANK Capital
Advisors Fund LP.

         "REGISTER,"  "REGISTERED," and  "REGISTRATION"  refer to a registration
effected by preparing and filing a registration statement in compliance with the
Securities Act, and the declaration or ordering by the SEC of  effectiveness  of
such registration statement or document.

         "REGISTRABLE  SECURITIES"  means (a) shares of Common  Stock  issued or
issuable upon conversion of the Series B Stock or the Put Option Stock;  and (b)
any  securities  issued as (or issuable  upon the  conversion or exercise of any
warrant,  right or  other  security  which is  issued  as) a  dividend  or other
distribution  with  respect to, or in exchange  for or in  replacement  of, such
Common Stock,  the Series B Stock or the Put Option Stock.  Notwithstanding  the
foregoing,  Registrable  Securities  shall not include any securities  sold by a
person to the public pursuant to an effective Registration Statement or that can
be sold under Rule  144(k)  pursuant  to the  Securities  Act (or any  successor
provision).

         "REGISTRABLE SECURITIES THEN OUTSTANDING" shall be the number of shares
determined by  calculating  the total number of shares of the  Company's  Common
Stock  that are  Registrable  Securities  and  either  (a) are then  issued  and
outstanding or (b) are issuable upon conversion of Series B Stock, upon exercise
of the Put Option or upon the  exercise or  conversion  of then  exercisable  or
convertible securities.

         "REGISTRATION EXPENSES" shall mean all expenses incurred by the Company
in  complying  with  Section  2.1 hereof,  including,  without  limitation,  all
registration  and filing fees,  printing  expenses,  accounting  fees,  fees and
disbursements of counsel for the Company, reasonable fees and disbursements of a
single  special  counsel for the Holders,  blue sky fees and  expenses,  and the
expense of any special audits  incident to or required by any such  registration
(but excluding the compensation of regular  employees of the Company which shall
be paid in any event by the Company).

         "REGISTRATION  STATEMENT"  means  any  registration  statement  of  the
Company filed with, or to be filed with, the SEC under the rules and regulations
promulgated  under  the  Securities  Act,  including  the  related   Prospectus,
amendments  and   supplements   to  such   registration   statement,   including
post-effective  amendments,  and all exhibits and all material  incorporated  by
reference in such registration statement.


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         "SEC" or "COMMISSION" means the Securities and Exchange Commission.

         "SECURITIES ACT" shall mean the Securities Act of 1933, as amended.

         "SELLING  EXPENSES" shall mean all  underwriting  discounts and selling
commissions applicable to the sale and stock transfer taxes.

         "UNDERWRITTEN OFFERING" means a registration in which securities of the
Company are sold to an underwriter or underwriters  on a firm  commitment  basis
for reoffering to the public.



                                    SECTION 2

                                  REGISTRATION

         2.1 SHELF REGISTRATION.

         (a) Filing.  No later than 30 calendar days following the Closing,  the
Company shall file with the SEC a  Registration  Statement  pursuant to Rule 415
under the Securities Act (the "SHELF REGISTRATION STATEMENT") covering the offer
and sale of the  Registrable  Securities  by the  Holders  from  time to time in
accordance  with the  methods of  distribution  elected by such  Holders and set
forth in the Shelf Registration  Statement and,  thereafter,  shall use its best
efforts to cause such Shelf  Registration  Statement  to be  declared  effective
under the  Securities  Act no later than 90 calendar days following the Closing,
or sooner, if practicable


         (b) Postponement of Registration.  Notwithstanding  Section 2.1(a), the
Company shall be entitled to postpone the  declaration of  effectiveness  of the
Shelf Registration  Statement for a reasonable period of time, but not in excess
of 60 days  after  the date the SEC has  informed  the  Company  that the  Shelf
Registration  Statement  will not be  reviewed  or that  the SEC has no  further
comments  with  regard  to the  Shelf  Registration  Statement,  if the board of
directors  of the  Company  (the  "BOARD"),  acting in good faith and  following
consultation   with  legal  counsel,   determines  that  there  exists  material
non-public  information  about the  Company  which  the  Board  does not wish to
disclose in a Registration Statement (due to the fact that such disclosure would
result in a  significant  adverse  impact on the  Company or its  stockholders),
which   information   would  otherwise  be  required  to  be  disclosed  in  any
Registration Statement filed with the SEC by the Company.

         (c) Continued  Effectiveness.  Subject to Sections 2.1(b), (d) and (f),
the Company shall use its best efforts to keep such Shelf Registration Statement
continuously  effective  under  the  Securities  Act  in  order  to  permit  the
Prospectus  forming a part  thereof to be usable by  Holders  until such time as
there are no outstanding  Registrable  Securities (such period of effectiveness,
the "SHELF PERIOD").


         (d) Selling Procedures.  Any sale of Registrable Securities pursuant to
the Shelf Registration  Statement filed in accordance with Section 2.1(a) hereof
shall be subject to the following conditions and procedures:



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              (i) The selling Holder shall provide written notice  ("STOCKHOLDER
NOTICE")  to the  Company  no less than three  full  trading  days prior to such
Holder's intended sale. Within the three trading-day period following receipt of
the Stockholder  Notice,  which notice shall include a working  facsimile number
for purposes of delivery of the Company's response, the Company shall either (A)
inform such Holder in writing if the Registration Statement and final prospectus
then on file with the SEC is current and otherwise  complies with the Securities
Act such that  sales  may be made  thereunder  or (B)  delay the  resale by such
Holder by delivering to such Holder a written  notification  that the Suspension
Right has been exercised and is then in effect (the "SUSPENSION NOTICE"). In the
event  that  the  selling  Holder  receives  notice  from the  Company  that the
Registration  Statement is current and complies  with the  Securities  Act, such
Holder shall then have 15 business days after the date of the intended  sale, as
specified in the Stockholder Notice, to sell the Registrable Securities proposed
to be sold. After such 15 day period, the selling Holder shall once again comply
with the procedures set forth in this Section 2.1(d) prior to any further sales.
In the event that a selling  Holder  receives a Suspension  Notice,  such Holder
shall  refrain from  selling any  Registrable  Securities  until his, her or its
receipt  of  a  supplemented  or  amended  prospectus  pursuant  to  Subsections
2.1(d)(ii) and  2.1(d)(iii)  below,  or written notice from the Company that the
suspension  period has ended and use of the prospectus  previously  furnished to
such  Holder  may  be  resumed.  Notwithstanding  the  foregoing,  it  shall  be
understood  that a selling Holder who is an Affiliate of the Company as a result
of the fact that such  Holder has  appointed  a member of the Board (as  defined
below) shall not be required to deliver a Stockholder Notice and, rather,  shall
be permitted to provide prior oral notice in person  (including person to person
telephone  communications)  to the  Company's  Chief  Executive  Officer,  Chief
Financial  Officer or General Counsel (or the person performing the function and
duties  normally  associated  with such  positions)  in advance of such Holder's
sale, in which case, the Company shall be entitled to deliver an oral Suspension
Notice to such Affiliate.

              (ii) Subject to this  Section  2.1(d),  if the Shelf  Registration
Statement  or  final  prospectus  then on file  with the SEC is not  current  or
otherwise  does not  comply  with the  Securities  Act,  the  Company  shall use
commercially  reasonable  efforts  to provide  to the  selling  Holder a current
prospectus  that complies with the  Securities  Act on or before the date of the
intended  sale of the  Registrable  Securities  as disclosed in the  Stockholder
Notice;  provided,  however,  that if (A) the board of  directors of the Company
(the  "BOARD"),  acting in good  faith and  following  consultation  with  legal
counsel,  determines that there exists material nonpublic  information about the
Company  which the Board  does not wish to  disclose  in the Shelf  Registration
Statement  (due to the fact that such  disclosure  would result in a significant
adverse  impact on the  Company or its  stockholders)  which  information  would
otherwise be required by the Securities Act to be disclosed in the  Registration
Statement to be filed pursuant to Section 2.1(a),  or (B) upon the occurrence of
any event described in clause (D) of Subsection 2.1(d)(iii) hereof, no more than
two times during any 12 month period,  the Company shall have the right to delay
the  preparation of a current  prospectus  that complies with the Securities Act
for up to 60 days on each occasion  without  explanation to such Holder (each, a
"SUSPENSION  RIGHT").  The Company shall be entitled to exercise its  Suspension
Right consecutively.

              (iii) Notwithstanding the foregoing, the Company shall notify each
Holder (A) of any request by the SEC or any other federal or state  governmental
authority during the period of effectiveness of the Shelf Registration Statement
for  amendments or supplements  to the Shelf



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Registration  Statement  or related  prospectus  or for  additional  information
relating to the Shelf Registration Statement,  (B) of the issuance by the SEC or
any other federal or state  governmental  authority of any stop order suspending
the effectiveness of the Shelf  Registration  Statement or the initiation of any
proceedings  for  that  purpose,  (C)  of the  receipt  by  the  Company  of any
notification  with respect to the suspension of the  qualification  or exemption
from  qualification  of  any of  the  Registrable  Securities  for  sale  in any
jurisdiction  or the  initiation  or  threatening  of any  proceeding  for  such
purpose,  or (D) of the happening of any event which makes any statement made in
the  Shelf  Registration   Statement  or  related  prospectus  or  any  document
incorporated  or deemed to be  incorporated  therein by reference  untrue in any
material  respect  or which  requires  the  making of any  changes  in the Shelf
Registration  Statement or prospectus  so that, in the case of the  Registration
Statement, it will not contain an untrue statement of a material fact or omit to
state a material  fact  required to be stated  therein or  necessary to make the
statements  therein not misleading,  and that in the case of the Prospectus,  it
will not  contain  an untrue  statement  of a  material  fact or omit to state a
material fact necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading. In any such event,
the Company may suspend use of the  prospectus on written notice to each Holder,
in which case each Holder shall not dispose of Registrable Securities covered by
the Shelf Registration Statement or prospectus until copies of a supplemented or
amended  prospectus  are  distributed  to the  Holders or until the  Holders are
advised in writing by the Company that the use of the applicable  prospectus may
be resumed. The Company shall use its best efforts to ensure that the use of the
Prospectus may be resumed as soon as practicable. The Company shall use its best
efforts to obtain the withdrawal of any order  suspending the  effectiveness  of
the Shelf  Registration  Statement,  or the  lifting  of any  suspension  of the
qualification  (or exemption  from  qualification)  of any of the securities for
sale in any jurisdiction, at the earliest practicable moment. The Company shall,
upon  the  occurrence  of any  event  contemplated  by  clause  (D),  prepare  a
supplement or post-effective  amendment to the Shelf Registration Statement or a
supplement  to the related  Prospectus or any document  incorporated  therein by
reference or file any other required  document so that, as thereafter  delivered
to the purchasers of the  Registrable  Securities  being sold  thereunder,  such
Prospectus  will not contain an untrue  statement of a material  fact or omit to
state a material fact necessary to make the statements  therein, in light of the
circumstances under which they were made, not misleading.

              (e) Underwritten Offering. If the holders of not less than 66 2/3%
of the Registrable  Securities  included in any offering  pursuant to such Shelf
Registration  Statement so elect, such offering of Registrable  Securities shall
be in the form of an Underwritten  Offering, and the Company shall, from time to
time,  amend  (including,  to the  extent  required,  through  a  post-effective
amendment) or supplement the Shelf Registration  Statement for such purpose. The
Holders  of  a  majority  of  such  Registrable   Securities  included  in  such
Underwritten Offering shall have the right to select the managing underwriter or
underwriters  to  administer  such  offering;   provided,   that  such  managing
underwriter or underwriters shall be reasonably  acceptable to the Company.  The
right of any Holder to include its Registrable  Securities in such  Underwritten
Offering  shall  be  conditioned  upon  such  Holder's   participation  in  such
underwriting  and the inclusion of such Holder's  Registrable  Securities in the
underwriting to the extent provided herein.  All Holders proposing to distribute
their  securities  through such  underwriting  shall enter into an  underwriting
agreement in customary form with the  underwriter or  underwriters  selected for
such underwriting.  Notwithstanding  anything to the contrary in this Agreement,
in no event shall the aggregate  number of days pursuant to which: (i) the Shelf
Registration Statement may be postponed



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<PAGE>

pursuant  to  Section  2.1(b)  hereto,  (ii) a  Holder's  sales  of  Registrable
Securities  may be  suspended  pursuant  to Section  2.1(d)(i)  hereto,  (iii) a
Holder's  sales of  Registrable  Securities  may be delayed  pursuant to Section
2.1(d)(ii) hereto;  and (iv) the Shelf  Registration  Statement may be suspended
pursuant  to Section  2.1(f)  hereto,  exceed 120 days in any twelve  (12) month
period.

              (f) Piggyback  Rights.  If, at any time,  the Company  proposes to
register  any of its  Common  Stock or any  other  equity  securities  under the
Securities Act on a Registration Statement on Form S-1, Form S-2 or Form S-3 (or
an  equivalent  general  registration  form then in effect)  for  purposes of an
offering  or sale by or on behalf of the  Company  of its  Common  Stock or such
equity  securities for its own account (a "Primary  Offering"),  the Company may
suspend the use of the Shelf  Registration  Statement for no more than 120 days;
provided, that if the Company exercises its right pursuant to the foregoing, the
Company shall afford the Holders the  opportunity to register their  Registrable
Securities on the  Registration  Statement for the Primary Offering on terms and
conditions no less  favorable to the Holders than those set forth in Section 2.4
of the Second Amended and Restated  Investor Rights  Agreement,  dated as of May
30, 2001, by and among the Company and the Investors (as defined therein).

         2.2 EXPENSES OF REGISTRATION. All Registration Expenses shall be borne
by the Company.  All Selling  Expenses,  in any, incurred in connection with any
registrations  hereunder,  shall be borne by the  Holders of the  securities  so
registered pro rata on the basis of the number of shares so registered.

         2.3 OBLIGATIONS OF THE COMPANY.

              Subject  to the  limitations  of  Sections  2.1 and 2.9,  whenever
required to effect the  registration  of or maintain  the  effectiveness  of the
Shelf Registration Statement for the Registrable Securities,  the Company shall,
as expeditiously as reasonably possible:

              (a) Prepare and file with the SEC such  amendments and supplements
to such  Registration  Statement and the Prospectus used in connection with such
Registration  Statement as may be necessary to comply with the provisions of the
Securities Act with respect to the disposition of all securities covered by such
Registration Statement for the period set forth in Section 2.1 above.

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

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

              (d) In the  event of any  Underwritten  Offering,  enter  into and
perform its obligations under an underwriting  agreement, in usual and customary
form,  with  the  managing



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underwriter(s) of such offering.  Each Holder participating in such underwriting
shall also enter into and perform its obligations under such an agreement.

              (e) Notify each Holder of Registrable  Securities  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
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,  in light of the circumstances  under which such Prospectus
is, or is to be, used, not misleading.

              (f) Use its  commercially  reasonable  efforts to furnish,  on the
date that such  Registrable  Securities  are delivered to the  underwriters  for
sale, if such  securities are being sold through  underwriters,  (i) an opinion,
dated as of 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 (ii) a letter dated as of 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.

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

         2.4 FURNISHING  INFORMATION.  It shall be a condition  precedent to the
obligations of the Company to register Registrable Securities held by any Holder
that such selling Holder shall furnish to the Company such information regarding
such Holder,  the  Registrable  Securities  held by such Holder and the intended
method of disposition  of such  securities and shall take all such action as may
be required to effect the registration of their Registrable Securities.

         2.5 INDEMNIFICATION.

              (a) To the extent  permitted by law, the Company  shall  indemnify
and hold harmless each Holder and any  underwriter (as defined in the Securities
Act) for such Holder against any losses, claims,  damages, or liabilities (joint
or several)  to which they may become  subject  under the  Securities  Act,  the
Exchange  Act or other  federal or state law,  insofar as such  losses,  claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon any of the following  statements,  omissions or violations  (collectively a
"VIOLATION")  by the  Company:  (i)  any  untrue  statement  or  alleged  untrue
statement of a material fact contained in any  Registration  Statement  filed as
set forth in this  Agreement,  including  any  preliminary  prospectus  or final
prospectus contained therein or any amendments or supplements thereto,  (ii) the
omission or alleged  omission to state  therein a material  fact  required to be
stated therein,  or necessary to make the statements therein not misleading,  or
(iii) any violation or alleged  violation by the Company of the 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 in
connection with the offering  covered by such  registration  statement;  and the
Company will pay as reasonably  incurred to each such Holder or underwriter  any
legal  or  other  expenses  reasonably  incurred  by  them  in  connection  with
investigating or defending any such loss,  claim,  damage,  liability or action;
provided, however,



                                      -7-
<PAGE>

that the indemnity agreement contained in this Section 2.5(a) shall not apply to
amounts paid in settlement of any such loss, claim, damage,  liability or action
if such settlement is effected without the consent of the Company, which consent
shall not be unreasonably  withheld, nor shall the Company be liable in any such
case for any such loss,  claim,  damage,  liability  or action (i) to the extent
that it arises out of or is based upon a Violation which occurs in reliance upon
and in  conformity  with  written  information  furnished  expressly  for use in
connection  with such  registration by such Holder or underwriter of such Holder
or (ii) with  respect to any  preliminary  prospectus  to the extent  such loss,
claim,  damage,  liability  or  action  results  from the fact  that  Holder  or
underwriter sold  Registrable  Securities to a person to whom there was not sent
or given,  at or prior to the written  confirmation  of such sale, a copy of the
final  prospectus  (excluding  documents  incorporated by reference) in any case
where such  delivery  is  required  by the  Securities  Act if the  Company  has
previously  furnished  copies  thereof to such Holder or underwriter on a timely
basis,  and the loss,  claim,  damage or liability of such Holder or underwriter
results from an untrue statement or omission of a material fact contained in the
preliminary prospectus which was corrected in the final prospectus.

              (b)  To  the  extent  permitted  by  law,  each  Holder  will,  if
Registrable  Securities held by such Holder are included in the securities as to
which  such  registration   qualifications  or  compliance  is  being  effected,
indemnify and hold harmless the Company,  any  underwriter  and any other Holder
selling securities under such registration statement against any losses, claims,
damages or liabilities  (joint or several) to which the Company,  underwriter or
other such Holder may become subject under the Securities  Act, the Exchange Act
or other  federal  or state  law,  insofar as such  losses,  claims,  damages or
liabilities  (or actions in respect  thereto) arise out of or are based upon any
Violation,  in each  case to the  extent  (and  only to the  extent)  that  such
Violation  occurs in reliance  upon and in conformity  with written  information
furnished  by such Holder to be  specifically  for use in  connection  with such
registration;  and each such Holder will pay as reasonably incurred any legal or
other expenses reasonably  incurred by the Company,  underwriter or other Holder
in connection  with  investigating  or defending any such loss,  claim,  damage,
liability  or  action  if it is  judicially  determined  that  there  was such a
Violation;  provided,  however,  that the indemnity  agreement contained in this
Section  2.5(b) shall not apply to amounts paid in  settlement of any such loss,
claim,  damage,  liability or action if such settlement is effected  without the
consent  of the  Holder,  which  consent  shall  not be  unreasonably  withheld;
provided  further,  that in no event shall any indemnity  under this Section 2.5
exceed the net proceeds from the offering received by such Holder.

              (c)  Promptly  after  receipt by an  indemnified  party under this
Section  2.5  of  notice  of  the  commencement  of any  action  (including  any
governmental action), such indemnified party will, if a claim in respect thereof
is to be made against any indemnifying  party under this Section 2.5, deliver to
the  indemnifying  party a written  notice of the  commencement  thereof and the
indemnifying  party shall have the right to  participate  in, and, to the extent
the indemnifying  party so desires,  jointly with any other  indemnifying  party
similarly  noticed,   to  assume  the  defense  thereof  with  counsel  mutually
satisfactory to the indemnified party;  provided,  however,  that an indemnified
party shall have the right to retain its own counsel, with the fees and expenses
to be paid by the  indemnifying  party, if  representation  of such  indemnified
party by the counsel retained by the  indemnifying  party would be inappropriate
due to actual or potential  differing  interests  between such indemnified party
and any other party represented by such counsel in such proceeding.  The failure
to deliver written notice to the indemnifying  party within a reasonable time of
the commencement of



                                      -8-
<PAGE>

any such action, if materially prejudicial to its ability to defend such action,
shall relieve such indemnifying  party of any liability to the indemnified party
under this Section 2.5,  but the  omission so to deliver  written  notice to the
indemnifying  party will not relieve it of any liability that it may have to any
indemnified party otherwise than under this Section 2.5.

              (d) If the  indemnification  provided  for in this  Section 2.5 is
held by a court of competent  jurisdiction  to be  unavailable to an indemnified
party with respect to any losses,  claims,  damages or  liabilities  referred to
herein,  the indemnifying  party, in lieu of indemnifying such indemnified party
thereunder,  shall to the extent  permitted by applicable  law contribute to the
amount  paid or  payable  by such  indemnified  party as a result of such  loss,
claim,  damage or liability in such  proportion as is appropriate to reflect the
relative fault of the indemnifying  party on the one hand and of the indemnified
party on the other in  connection  with the  Violation(s)  that resulted in such
loss,  claim,  damage  or  liability,  as well as any other  relevant  equitable
considerations.  The  relative  fault  of  the  indemnifying  party  and  of the
indemnified  party shall be  determined by a court of law by reference to, among
other things,  whether the untrue or alleged untrue statement of a material fact
or the omission to state a material fact relates to information  supplied by the
indemnifying party or by the indemnified party and the parties' relative intent,
knowledge,  access to  information  and  opportunity  to correct or prevent such
statement  or  omission;   provided,   however,  that  in  no  event  shall  any
contribution  by a Holder  hereunder  exceed the net proceeds  from the offering
received by such Holder.

              (e) The  obligations of the Company and Holders under this Section
2.5 shall survive  completion of any offering of  Registrable  Securities in the
Shelf  Registration  Statement  and  the  termination  of  this  Agreement.   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 to such claim or litigation.

              (f) The  obligations  of the Company  under this Section 2.5 shall
extend,  upon the same  terms and  conditions,  to each  officer,  director  and
partner of each Holder and underwriter and each person, if any, who controls any
Holder  or  underwriter  within  the  meaning  of the  Securities  Act;  and the
obligations  of the Holders or  underwriters  contemplated  by this  Section 2.5
shall extend,  upon the same terms and conditions,  to each officer and director
of the Company  (including  any person who,  with his  consent,  is named in any
registration statement as about to become a director of the Company) and to each
person,  if any, who controls the Company  within the meaning of the  Securities
Act.

         2.6 ASSIGNMENT OF REGISTRATION RIGHTS.

         The rights  pursuant to this Section 2 may be assigned by a Holder to a
transferee  or assignee of  Registrable  Securities  which (a) is a  subsidiary,
parent,  general partner,  limited partner,  retired partner,  member or retired
member  of a  Holder,  or is an  affiliate  or donee of such  Holder,  including
without  limitations,  any partnership or other entity of which any affiliate of
such  Holder is a general  partner  or over which  such  Holder  has  investment
discretion,  or any employee of any of the foregoing,  (b) is a Holder's  family
member or trust for the  benefit of an  individual  Holder,  or



                                      -9-
<PAGE>

(c)  acquires  at least ten  percent  (10%) of the  Registrable  Securities  (as
adjusted  for  stock  splits  and  combinations);  provided,  however,  (i)  the
transferor  shall,  within  ten (10) days after  such  transfer,  furnish to the
Company  written  notice of the name and address of such  transferee or assignee
and the  securities  with  respect to which such  registration  rights are being
assigned, (ii) such transferee shall agree to be subject to all restrictions set
forth in this Agreement and (iii) such transferee provides the Company with such
information as the Company may reasonably request.

         2.7 AMENDMENT OF REGISTRATION RIGHTS.

         Any  provision  of this  Section 2 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 the Company
and the Holders of at least a majority in interest of the Registrable Securities
then outstanding;  provided,  however,  that if such amendment adversely affects
the Registrable Securities held by a non-consenting Holder in a manner different
than that of a consenting  Holder,  then such  amendment or waiver shall require
the consent of such adversely affected non-consenting party; provided,  further,
that any waiver or amendment  of this  Section 2.7 shall  require the consent of
all parties to this  Agreement.  Any amendment or waiver  effected in accordance
with this  Section  2.7 shall be binding  upon each Holder and the  Company.  By
acceptance  of any  benefits  under  this  Section  2,  Holders  of  Registrable
Securities hereby agree to be bound by the provisions hereunder.

         2.8 RULE 144 REPORTING.

         With a view to making  available to the Holders the benefits of certain
rules and  regulations  of the SEC which may permit the sale of the  Registrable
Securities to the public  without  registration,  the Company  agrees to use its
commercially reasonable efforts to:

              (a) Make and keep public information available, as those terms are
understood  and  defined  in SEC  Rule  144 or any  similar  or  analogous  rule
promulgated  under the Securities  Act, at all times after the effective date of
the first registration filed by the Company for an offering of its securities to
the general public;

              (b) File with the SEC, in a timely  manner,  all reports and other
documents required of the Company under the Exchange Act; and

              (c) So long as a Holder owns any Registrable  Securities,  furnish
to such Holder forthwith upon request:  a written statement by the Company as to
its  compliance  with  the  reporting  requirements  of  said  Rule  144  of the
Securities Act, and of the Exchange Act (at any time after it has become subject
to such reporting  requirements);  a copy of the most recent annual or quarterly
report of the Company to the extent such  reports are not  available  on the web
site maintained by the SEC; and such other reports and documents as a Holder may
reasonably  request  in  availing  itself of any rule or  regulation  of the SEC
allowing it to sell any such securities without registration.

         2.9  TERMINATION.  The  registration  rights  set  forth  herein  shall
terminate  with  respect to a Holder (and the shares  held by such Holder  shall
cease  to  constitute  Registrable  Securities)  at  such



                                      -10-
<PAGE>

time as all of the  Registrable  Securities then held by such Holder can be sold
by such  Holder  in a  three-month  period  in  accordance  with Rule 144 of the
Securities Act.

                                    SECTION 3

                                  MISCELLANEOUS

         3.1 GOVERNING LAW. This Agreement shall be governed in all respects by
the laws of the State of Delaware  without  regard to  principles of conflict of
laws.

         3.2  SUCCESSORS  AND ASSIGNS. Except as otherwise  expressly  provided
herein, the rights and obligations hereunder may not be assigned or delegated by
the  Investors or the Company  without the prior  written  consent of the other;
provided, however, that the Investors may assign their rights and delegate their
obligations hereunder,  in whole or in part, to any affiliates of the Investors,
including,  without  limitation,  any other partnership or other entity of which
any direct or indirect subsidiary of such Investor or any affiliate thereof is a
general  partner or has  investment  discretion,  or any employees of any of the
foregoing subject to applicable  securities laws;  provided,  further,  that any
such assignee that acquires any Shares shall,  as a condition to acquiring  such
Shares,  agree to be bound by the provisions of any agreement  applicable to the
Shares.  The provisions  hereof shall inure to the benefit of, be enforceable by
and be binding upon, the successors and permitted  assigns of the parties hereto
and each  person who shall be a Holder of  Registrable  Securities  from time to
time.

         3.3 ENTIRE AGREEMENT. This Agreement and the Stock Purchase  Agreement
and the Exhibits and Schedules hereto and thereto,  including the Certificate of
Designations  of the  Company,  in the form  attached  as Exhibit B to the Stock
Purchase  Agreement  (the  "CERTIFICATE"),  and the  other  documents  delivered
pursuant  hereto and thereto  constitute the full and entire  understanding  and
agreement  between the parties  with  regard to the  subject  matter  hereof and
thereof.

         3.4  SEVERABILITY.  In case any  provision  of the  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.

         3.5 AMENDMENT AND WAIVER.

              (a) This  Agreement  may be  amended  or  modified  only  upon the
written  consent  of the  Company  and  holders  of at least a  majority  of the
Registrable Securities as of the date of such amendment.

              (b) The  obligations  of the Company and the rights of the holders
of the Registrable  Securities  under this Agreement may be waived only with the
written  consent  of the  holders  of at  least a  majority  of the  Registrable
Securities as of the date of such waiver.

         3.6 DELAYS OR  OMISSIONS.  It is agreed  that no delay or  omission  to
exercise  any right,  power or remedy  accruing  to any Holder  upon any breach,
default or noncompliance by the Company under this Agreement, the Stock Purchase
Agreement or the Certificate shall impair any



                                      -11-
<PAGE>

such right,  power or remedy,  nor shall it be  construed  to be a waiver of any
such breach, default or noncompliance thereafter occurring. It is further agreed
that any waiver,  permit,  consent or approval of any kind of  character  on any
Holder's part of any breach, default or noncompliance under this Agreement,  the
Stock Purchase  Agreement or the Certificate or any waiver on such Holder's part
of any provisions or conditions of this Agreement,  the Stock Purchase Agreement
or the Certificate  must be in writing and shall be effective only to the extent
specifically set forth in such writing. All remedies,  under this Agreement, the
Stock Purchase Agreement or the Certificate, by law or otherwise afforded to any
Holder shall be cumulative and not alternative.

         3.7  NOTICES.  Subject to Section  2.1(d)(i),  all  notices,  requests,
demands or other  communications  which are required or may be given pursuant to
the terms of this Agreement shall be in writing and shall be deemed to have been
duly given:  (i) on the date of delivery if personally  delivered by hand,  (ii)
upon the third day after such notice is (a) deposited in the United States mail,
if mailed by registered  or certified  mail,  postage  prepaid,  return  receipt
requested,  or (b) sent by a nationally recognized overnight express courier, or
(iii)  by  facsimile  upon  written   confirmation  (other  than  the  automatic
confirmation that is received from the recipient's facsimile machine) of receipt
by the recipient of such notice:

         If to any Investor:     To the  address or  facsimile  number of such
                                 Purchaser specified on Exhibit A hereto.

         With a copy to:         Sullivan & Cromwell
                                 1870 Embarcadero Road
                                 Palo Alto, California 94303
                                 Attention: John L. Savva
                                 Telephone No.: (650) 461-5600
                                 Facsimile No.:   (650) 461-5700

         If to the Company:      PeoplePC Inc.
                                 100 Pine Street, Suite 1100
                                 San Francisco, California 94111
                                 Attention:  General Counsel
                                 Telephone No.:
                                 Facsimile No.:  (415) 901-2480

         With a copy to:         Wilson Sonsini, Goodrich & Rosati
                                 650 Page Mill Road
                                 Palo Alto, California 94304-1050
                                 Attention:  Mark A. Bertelsen
                                             Don S. Williams
                                 Telephone No:  (650) 493-9300
                                 Facsimile No:    (650) 493-6811

Such addresses may be changed,  from time to time, by means of a notice given in
the manner provided in this Section 3.7.



                                      -12-
<PAGE>

         3.8 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.

         3.9  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.

         3.10  Expenses.  The  Company and each of the  Investors  shall pay all
costs and expenses  that it incurs with respect to the  negotiation,  execution,
delivery  and  performance  of  this  Agreement  and  all  of  the  transactions
contemplated  herein;  provided,  however,  that if the Investors consummate the
purchase  of the  Registrable  Securities  contemplated  by the  Stock  Purchase
Agreement, the Company shall reimburse the reasonable legal fees and expenses of
counsel  to  SOFTBANK  Capital  Partners  LP  incurred  in  connection  with the
negotiation,  preparation, execution, delivery and performance of this Agreement
and all of the transactions contemplated hereby.

         3.11  Specific  Enforcement.  Any Holder  shall be entitled to specific
enforcement of its rights under this Agreement.  The Company  acknowledges  that
money damages would be an inadequate remedy for its breach of this Agreement and
consents to an action for specific performance or other injunctive relief in the
event of any such breach.

         3.12 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.

         3.13  Survival.  The  representations,   warranties,   covenants,   and
agreements  made herein shall survive any  investigation  made by any Holder and
the  closing of the  transactions  contemplated  hereby  until the  registration
rights set forth herein terminate as provided in Section 2.9; provided, however,
that  Section  2.5 and  this  Section  3 shall  survive  and  remain  in  effect
indefinitely.





                                      -13-
<PAGE>



         IN WITNESS WHEREOF,  the parties hereto have executed this REGISTRATION
RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.

                                    COMPANY:

                                    PEOPLEPC INC.



                                    By:  /s/ Nick Grouf
                                       -----------------------------------------
                                       Name:  Nicholas Grouf
                                       Title: Chief Executive Officer



                         REGISTRATION RIGHTS AGREEMENT
                                 SIGNATURE PAGE

<PAGE>



         IN WITNESS WHEREOF,  the parties hereto have executed this REGISTRATION
RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.

                                    INVESTOR:

                                    SOFTBANK CAPITAL PARTNERS LP

                                    By: SOFTBANK Capital Partners LLC
                                          Its General Partner

                                    By:  /s/ Steven J. Murray
                                       -----------------------------------------
                                       Name:  Steven J. Murray
                                       Title: Administrative Member


                                    SOFTBANK CAPITAL LP

                                    By: SOFTBANK Capital Partners LLC
                                          Its General Partner

                                    By:  /s/ Steven J. Murray
                                       -----------------------------------------
                                       Name:  Steven J. Murray
                                       Title: Administrative Member


                                    SOFTBANK CAPITAL ADVISORS FUND LP

                                    By: SOFTBANK Capital Partners LLC
                                          Its General Partner

                                    By:  /s/ Steven J. Murray
                                       -----------------------------------------
                                       Name:  Steven J. Murray
                                       Title: Administrative Member


                         REGISTRATION RIGHTS AGREEMENT
                                 SIGNATURE PAGE

<PAGE>

                                    SOFTBANK TECHNOLOGY VENTURES IV LP

                                    By: SOFTBANK Technology Ventures IV LLC

                                    By:  /s/ Bradley A. Feld
                                       -----------------------------------------
                                       Name:  Bradley A. Feld
                                       Title:
                                             -----------------------------------


                                    SOFTBANK TECHNOLOGY ADVISORS FUND LP

                                    By: SOFTBANK Technology Ventures IV LLC

                                    By:  /s/ Bradley A. Feld
                                       -----------------------------------------
                                       Name:  Bradley A. Feld
                                       Title:
                                             -----------------------------------


                                    BENY ALAGEM

                                    /s/ Beny Alagem
                                    --------------------------------------------


                                    DAVID SILFEN

                                    /s/ David Silfen
                                    --------------------------------------------



                         REGISTRATION RIGHTS AGREEMENT
                                 SIGNATURE PAGE

<PAGE>


                                    @VISO LIMITED

                                    By:  /s/ Frank Boulben
                                       -----------------------------------------
                                       Name:  Frank Boulben
                                       Title: Director













                          REGISTRATION RIGHTS AGREEMENT
                                 SIGNATURE PAGE


<PAGE>



                                    CMS TECH CO-INVESTMENT SUBPARTNERSHIP


                                    By:
                                       -----------------------------------------
                                       Authorized Representative











                          REGISTRATION RIGHTS AGREEMENT
                                 SIGNATURE PAGE

<PAGE>


                                    BIB INVESTMENT PARTNERS


                                    By:
                                       -----------------------------------------
                                       Ira Brind, Partner









                          REGISTRATION RIGHTS AGREEMENT
                                 SIGNATURE PAGE

<PAGE>


                                    EXHIBIT A

SERIES B:

SCHEDULE OF PURCHASERS


NAME AND ADDRESS                                                       SHARES
----------------                                                       ------

Softbank Capital Partners LP                                         1,799,928
1188 Centre Street
Newton Center, MA 02459
(fax) 617-928-9301

Softbank Capital LP                                                  1,769,004
1188 Centre Street
Newton Center, MA 02459
(fax) 617-928-9301

Softbank Capital Advisors Fund LP                                       31,068
1188 Centre Street
Newton Center, MA 02459
(fax) 617-928-9301

Softbank Technology Ventures IV LP                                      49,060
Attention:  Bradley A. Feld
100 Superior Plaza Way, Suite 200
Superior, CO 80027
(fax) 303-494-7642

Softbank Technology Advisors Fund LP                                       940
Attention:  Bradley A. Feld
100 Superior Plaza Way, Suite 200
Superior, CO 80027
(fax) 303-494-7642

Beny Alagem                                                            600,000

David Silfen                                                            60,000
[Address to come]



<PAGE>

NAME AND ADDRESS                                                       SHARES
----------------                                                       ------

@viso Limited                                               All shares of Common
c/o Macfarlanes                                             Stock issued upon
10 Norwich Street                                           exercise of the Put
London EC4A 1BD                                             Option
England
Attn:  Charles Martin
(fax) 44-207-831-9607

with a copy to:

Cravath, Swaine & Moore
825 Eighth Avenue
New York, NY 10019
Attn:  Faiza J. Saeed
(fax) 212-765-1047

CMS Tech Co-Investment Subpartnership                                   50,000
[Address to come]

BIB Investment Partners                                                 15,000
[Address to come]







                                      -2-