AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT March 3, 1999

EXHIBIT 10.6

RHYTHMS NETCONNECTIONS INC.

AMENDED AND RESTATED
INVESTORS' RIGHTS AGREEMENT

March 3, 1999

TABLE OF CONTENTS

PAGE
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1. Registration Rights.. . . . . . . . . . . . . . . . . . . . . . . . . . 1

1.1 Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.2 REQUEST FOR REGISTRATION.. . . . . . . . . . . . . . . . . . . . . 2
1.3 COMPANY REGISTRATION.. . . . . . . . . . . . . . . . . . . . . . . 6
1.4 OBLIGATIONS OF THE COMPANY.. . . . . . . . . . . . . . . . . . . . 6
1.5 FURNISH INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . 7
1.6 EXPENSES OF DEMAND REGISTRATION. . . . . . . . . . . . . . . . . . 7
1.7 EXPENSES OF COMPANY REGISTRATION.. . . . . . . . . . . . . . . . . 8
1.8 UNDERWRITING REQUIREMENTS. . . . . . . . . . . . . . . . . . . . . 8
1.9 DELAY OF REGISTRATION. . . . . . . . . . . . . . . . . . . . . . . 9
1.10 INDEMNIFICATION. . . . . . . . . . . . . . . . . . . . . . . . . . 9
1.11 REPORTS UNDER SECURITIES EXCHANGE ACT OF 1934. . . . . . . . . . .11
1.12 FORM S-3 REGISTRATION. . . . . . . . . . . . . . . . . . . . . . .11
1.13 ASSIGNMENT OF REGISTRATION RIGHTS. . . . . . . . . . . . . . . . .12
1.14 LIMITATIONS ON SUBSEQUENT REGISTRATION RIGHTS. . . . . . . . . . .13
1.15 "MARKET STAND-OFF" AGREEMENT.. . . . . . . . . . . . . . . . . . .13
1.16 TERMINATION OF REGISTRATION RIGHTS.. . . . . . . . . . . . . . . .14

2. COVENANTS OF THE COMPANY. . . . . . . . . . . . . . . . . . . . . . . .14

2.1 DELIVERY OF FINANCIAL STATEMENTS.. . . . . . . . . . . . . . . . .14
2.2 INSPECTION.. . . . . . . . . . . . . . . . . . . . . . . . . . . .14
2.3 TERMINATION OF INFORMATION AND INSPECTION COVENANTS. . . . . . . .15
2.4 RIGHT OF FIRST OFFER.. . . . . . . . . . . . . . . . . . . . . . .15
2.5 EMPLOYEE STOCK POOL. . . . . . . . . . . . . . . . . . . . . . . .16
2.6 EXCLUDED INVESTMENTS.. . . . . . . . . . . . . . . . . . . . . . .16

3. COVENANTS OF THE INVESTORS. . . . . . . . . . . . . . . . . . . . . . .17

3.1 CERTAIN CORPORATE TRANSACTIONS.. . . . . . . . . . . . . . . . . .17
3.2 STANDSTILL.. . . . . . . . . . . . . . . . . . . . . . . . . . . .17
3.3 ADDITIONAL PREFERRED INVESTORS.. . . . . . . . . . . . . . . . . .17

4. CORPORATE OPPORTUNITY MATTERS.. . . . . . . . . . . . . . . . . . . . .19

5. MISCELLANEOUS.. . . . . . . . . . . . . . . . . . . . . . . . . . . . .19

5.1 SUCCESSORS AND ASSIGNS.. . . . . . . . . . . . . . . . . . . . . .19
5.2 GOVERNING LAW. . . . . . . . . . . . . . . . . . . . . . . . . . .19
5.3 COUNTERPARTS.. . . . . . . . . . . . . . . . . . . . . . . . . . .19
5.4 TITLES AND SUBTITLES.. . . . . . . . . . . . . . . . . . . . . . .19
5.5 NOTICES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .19
5.6 EXPENSES.. . . . . . . . . . . . . . . . . . . . . . . . . . . . .19
5.7 AMENDMENTS AND WAIVERS.. . . . . . . . . . . . . . . . . . . . . .20
5.8 SEVERABILITY.. . . . . . . . . . . . . . . . . . . . . . . . . . .20
5.9 AGGREGATION OF STOCK.. . . . . . . . . . . . . . . . . . . . . . .20
5.10 ENTIRE AGREEMENT; AMENDMENT; WAIVER. . . . . . . . . . . . . . . .20

(i)

AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT

THIS AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT ("Agreement")
is made as of the 3rd day of March, 1999, by and between Rhythms
NetConnections Inc., a Delaware corporation (the "Company"), and the
investors listed on SCHEDULE A hereto, each of which is herein referred to as
an "Investor."

RECITALS

WHEREAS, the Company and one or more of the Investors are parties
to the Series C Preferred Stock and Warrant Purchase Agreement of even date
herewith (the "Preferred Stock Agreement");

WHEREAS, certain of the Investors are presently holders of the
Company's Series A Preferred Stock and/or Series B Preferred Stock and have
entered into an Amended and Restated Investors' Rights Agreement with the
Company dated March 12, 1998 (the "Existing Rights Agreement"); and

WHEREAS, in order to induce the Company to enter into the Preferred
Stock Agreement and to induce one or more Investors to invest funds in the
Company pursuant to the Preferred Stock Agreement, all the Investors and the
Company wish to amend and restate the Existing Rights Agreement so that this
Agreement will supersede and replace the Existing Rights Agreement in its
entirety and will govern the rights of all the Investors to cause the Company
to register shares of the Company's common stock ("Common Stock") issuable to
any Investors upon conversion of their respective shares of the Company's
preferred stock ("Preferred Stock"), and certain other matters as set forth
in this Agreement.

NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:

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

1.1 Definitions. For purposes of this Section 1:

(a) The term "Act" means the Securities Act of 1933, as amended.

(b) The terms "register", "registered," and "registration" refer to a
registration effected by preparing and filing a registration statement or
similar document in compliance with the Act, and the declaration or ordering of
effectiveness of such registration statement or document;

(c) The term "Registrable Securities" means (1) the Common Stock issuable
or issued upon conversion of the Series A Preferred Stock, Series B Preferred
Stock or Series C Preferred Stock (2) the 900,735 shares of Common Stock held by
Enterprise Partners as of the date of this Agreement, and (3) any Common Stock
of the Company issued as (or issuable upon the conversion or exercise of any
warrant, right or other security which is issued as) a dividend or other
distribution with respect to, or in exchange for or in replacement of, such

Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock
or Common Stock held by Enterprise Partners, excluding in all cases, however,
any Registrable Securities sold by a person in a transaction in which his
rights under this Section 1 are not assigned;

(d) The number of shares of Registrable Securities then outstanding and
the Registrable Securities held by any person shall each be determined by the
number of shares of Common Stock outstanding which are, and the number of
shares of Common Stock issuable pursuant to then exercisable or convertible
securities which are, Registrable Securities;

(e) The term "Holder" means any person owning or having the right to
acquire Registrable Securities or any assignee thereof in accordance with
Section 1.13 hereof; and

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

1.2 REQUEST FOR REGISTRATION.

(a) If the Company shall receive at any time after the earlier of (i)
March 11, 2002, or (ii) six (6) months after the effective date of the first
registration statement for a public offering of securities of the Company
(other than a registration statement relating either to the sale of
securities to employees of the Company pursuant to a stock option, stock
purchase or similar plan or a SEC Rule 145 transaction), a written request
from the Holders of 60% or more of the Registrable Securities (the
"Initiating Holders") then outstanding that the Company file a registration
statement under the Act covering the registration of at least twenty percent
(20%) of the Registrable Securities then outstanding (or a lesser percent if
the anticipated aggregate offering price, net of underwriting discounts and
commissions, would exceed $20,000,000), then the Company shall, within ten
(10) days of the receipt thereof, give written notice of such request to all
Holders and any other Holder may also request the registration of Registrable
Securities held by such Holder. The Company shall, subject to the limitations
of subsection 1.2(e), effect as soon as practicable, and in any event shall
use its best efforts to effect within 60 days of the receipt of such request,
the registration under the Act of all Registrable Securities which the
Holders request to be registered within twenty (20) days of the mailing of
such notice by the Company in accordance with paragraph 5.5.

(b) If the Company shall receive at any time after the earlier of (i)
March 11, 2002, or (ii) six (6) months after the effective date of the first
registration statement for a public offering of securities of the Company
(other than a registration statement relating either to the sale of
securities to employees of the Company pursuant to a stock option, stock
purchase or similar plan or a SEC Rule 145 transaction), a written request
from Enron Communications Group, Inc. or any assignee of the rights of Enron
Communications Group, Inc. pursuant to Section 1.13 ("Enron") that the
Company file a registration statement under the Act covering the registration
of at least twenty percent (20%) of the Registrable Securities then held by
Enron (or a lesser percent if the anticipated aggregate offering price, net
of underwriting discounts and commissions, would exceed $20,000,000), then
the Company shall, within ten (10)

days of the receipt thereof, give written notice of such request to all other
Holders and any other Holder may also request the registration of Registrable
Securities held by such Holder. The Company shall, subject to the
limitations of subsection 1.2(f), effect as soon as practicable, and in any
event shall use its best efforts to effect within 60 days of the receipt of
such request, the registration under the Act of all Registrable Securities
which Enron and the Holders request to be registered within twenty (20) days
of the mailing of such notice by the Company in accordance with paragraph 5.5.

(c) If the Company shall receive at any time after the earlier of (i)
March 11, 2002, or (ii) six (6) months after the effective date of the first
registration statement for a public offering of securities of the Company
(other than a registration statement relating either to the sale of
securities to employees of the Company pursuant to a stock option, stock
purchase or similar plan or a SEC Rule 145 transaction), a written request
from MCI Worldcom Venture Fund, Inc. or any assignee of the rights of MCI
Worldcom Venture Fund, Inc. pursuant to Section 1.13 ("MCI WorldCom") that
the Company file a registration statement under the Act covering the
registration of at least twenty percent (20%) of the Registrable Securities
then held by MCI WorldCom (or a lesser percent if the anticipated aggregate
offering price, net of underwriting discounts and commissions, would exceed
$20,000,000), then the Company shall, within ten (10) days of the receipt
thereof, give written notice of such request to all other Holders and any
other Holder may also request the registration of Registrable Securities held
by such Holder. The Company shall, subject to the limitations of subsection
1.2(g), effect as soon as practicable, and in any event shall use its best
efforts to effect within 60 days of the receipt of such request, the
registration under the Act of all Registrable Securities which MCI WorldCom
and the Holders request to be registered within twenty (20) days of the
mailing of such notice by the Company in accordance with paragraph 5.5.

(d) Subject to the limitations set forth in Section 2.6 hereof, in the
event that, subsequent to expiration of the Exclusion Period (as defined in
Section 2.6), an Excluded Investor (as defined in Section 2.6) acquires
greater than five percent (5%) of the Common Stock of the Company (on a fully
diluted, as converted to Common Stock basis) (the "Excluded Investment"),
then if the Company shall receive a written request from MCI WorldCom that
the Company file a registration statement under the Act covering the
registration of all of the Registrable Securities then held by MCI WorldCom,
then the Company shall, within ten (10) days of the receipt thereof, give
written notice of such request to all other Holders and any other Holder may
also request the registration of Registrable Securities held by such Holder.
The Company shall, subject to the limitations of subsection 1.2(h), effect as
soon as practicable, and in any event shall use its best efforts to effect
within the later to occur of (i) sixty (60) days of the receipt of such
request or (ii) one hundred eighty (180) days of the closing of the Excluded
Investment, the registration under the Act of all Registrable Securities
which MCI WorldCom and the Holders request to be registered within twenty
(20) days of the mailing of such notice by the Company in accordance with
paragraph 5.5.

(e) If the Initiating Holders intend to distribute the Registrable
Securities covered by their request by means of an underwriting, they shall
so advise the Company as a part of their request made pursuant to this
Section 1.2 and the Company shall include such information in the written
notice referred to in subsection 1.2(a). The underwriter

will be selected by Initiating Holders holding a majority of the Registrable
Securities proposed to be included in the registration and shall be
reasonably acceptable to the Company. In such event, the right of any Holder
to include his Registrable Securities in such registration shall be
conditioned upon such Holder's participation in such underwriting and the
inclusion of such Holder's Registrable Securities in the underwriting (unless
otherwise mutually agreed by a majority in interest of the Initiating Holders
and such Holder) to the extent provided herein. All Holders proposing to
distribute their securities through such underwriting shall (together with
the Company as provided in subsection 1.4(e)) enter into an underwriting
agreement in customary form with the underwriter or underwriters selected for
such underwriting by the Initiating Holders holding a majority of the
Registrable Securities proposed to be included in the registration.
Notwithstanding any other provision of this Section 1.2, if the underwriter
advises the Initiating Holders in writing that marketing factors require a
limitation of the number of shares to be underwritten, then the Initiating
Holders shall so advise all Holders of Registrable Securities which would
otherwise be underwritten pursuant hereto, and the number of shares of
Registrable Securities that may be included in the underwriting shall be
allocated: (i) first, among all Holders thereof, including the Initiating
Holders, allocated among such Holders in proportion (as nearly as
practicable) to the amount of Registrable Securities of the Company proposed
to be included in the registration by each Holder; and (ii) second, to the
extent of any remaining shares that may be underwritten, to the holders of
any other securities.

(f) If Enron intends to distribute the Registrable Securities covered
by its request under subsection 1.2(b) by means of an underwriting, it shall
so advise the Company as a part of its request made pursuant to this Section
1.2 and the Company shall include such information in the written notice
referred to in subsection 1.2(b). The underwriter will be selected by Enron
and shall be reasonably acceptable to the Company. In such event, the right
of any other Holder to include its Registrable Securities in such
registration shall be conditioned upon such Holder's participation in such
underwriting and the inclusion of such Holder's Registrable Securities in the
underwriting (unless otherwise mutually agreed by Enron and such Holder) to
the extent provided herein. Enron and all Holders proposing to distribute
their securities through such underwriting shall (together with the Company
as provided in subsection 1.4(e)) enter into an underwriting agreement in
customary form with the underwriter or underwriters selected for such
underwriting by Enron. Notwithstanding any other provision of this Section
1.2, if the underwriter advises the Company in writing that marketing factors
require a limitation of the number of shares to be underwritten, then the
Company shall so advise all Holders of Registrable Securities which would
otherwise be underwritten pursuant hereto, and the number of shares of
Registrable Securities that may be included in the underwriting shall be
allocated: (i) first, to Enron or its assignee; (ii) second, to the extent
of any remaining shares that may be underwritten, among all other Holders
thereof in proportion (as nearly as practicable) to the amount of Registrable
Securities of the Company proposed to be included in the registration by each
such Holder; and (iii) third, to the extent of any remaining shares that may
be underwritten, to the holders of any other securities.

(g) If MCI WorldCom intends to distribute the Registrable Securities
covered by its request under subsection 1.2(c) by means of an underwriting, it
shall so advise the Company as a part of its request made pursuant to this
Section 1.2 and the Company shall include such information in the written notice
referred to in subsection 1.2(c). The underwriter

will be selected by MCI WorldCom and shall be reasonably acceptable to the
Company. In such event, the right of any other Holder to include its
Registrable Securities in such registration shall be conditioned upon such
Holder's participation in such underwriting and the inclusion of such
Holder's Registrable Securities in the underwriting (unless otherwise
mutually agreed by MCI WorldCom and such Holder) to the extent provided
herein. MCI WorldCom and all Holders proposing to distribute their
securities through such underwriting shall (together with the Company as
provided in subsection 1.4(e)) enter into an underwriting agreement in
customary form with the underwriter or underwriters selected for such
underwriting by MCI WorldCom. Notwithstanding any other provision of this
Section 1.2, if the underwriter advises the Company in writing that marketing
factors require a limitation of the number of shares to be underwritten, then
the Company shall so advise all Holders of Registrable Securities which would
otherwise be underwritten pursuant hereto, and the number of shares of
Registrable Securities that may be included in the underwriting shall be
allocated: (i) first, to MCI WorldCom or its assignee; (ii) second, to the
extent of any remaining shares that may be underwritten, among all other
Holders thereof in proportion (as nearly as practicable) to the amount of
Registrable Securities of the Company proposed to be included in the
registration by each such Holder; and (iii) third, to the extent of any
remaining shares that may be underwritten, to the holders of any other
securities.

(h) If MCI WorldCom intends to distribute the Registrable Securities
covered by its request under subsection 1.2(d) by means of an underwriting,
it shall so advise the Company as a part of its request made pursuant to this
Section 1.2 and the Company shall include such information in the written
notice referred to in subsection 1.2(d). The underwriter will be selected by
MCI WorldCom and shall be reasonably acceptable to the Company. In such
event, the right of any other Holder to include its Registrable Securities in
such registration shall be conditioned upon such Holder's participation in
such underwriting and the inclusion of such Holder's Registrable Securities
in the underwriting (unless otherwise mutually agreed by MCI WorldCom and
such Holder) to the extent provided herein. MCI WorldCom and all Holders
proposing to distribute their securities through such underwriting shall
(together with the Company as provided in subsection 1.4(e)) enter into an
underwriting agreement in customary form with the underwriter or underwriters
selected for such underwriting by MCI WorldCom. Notwithstanding any other
provision of this Section 1.2, if the underwriter advises the Company in
writing that marketing factors require a limitation of the number of shares
to be underwritten, then the Company shall so advise all Holders of
Registrable Securities which would otherwise be underwritten pursuant hereto,
and the number of shares of Registrable Securities that may be included in
the underwriting shall be allocated: (i) first, to MCI WorldCom or its
assignee; (ii) second, to the extent of any remaining shares that may be
underwritten, among all other Holders thereof in proportion (as nearly as
practicable) to the amount of Registrable Securities of the Company proposed
to be included in the registration by each such Holder; and (iii) third, to
the extent of any remaining shares that may be underwritten, to the holders
of any other securities.

(i) The Company is obligated to effect only (i) two (2) such
registrations pursuant to subsection 1.2(a), (ii) one (1) such registration
pursuant to subsection 1.2(b), (iii) one (1) such registration pursuant to
subsection 1.2(c) and (iv) one (1) such registration pursuant to subsection
1.2(d).

(j) Notwithstanding the foregoing, if the Company shall furnish to
either Holders requesting a registration statement pursuant to this Section
1.2, to Enron or to MCI WorldCom, a certificate signed by the President of
the Company stating that in the good faith judgment of the Board of Directors
of the Company, it would be seriously detrimental to the Company and its
shareholders for such registration statement to be filed and it is therefore
essential to defer the filing of such registration statement, the Company
shall have the right to defer taking action with respect to such filing for a
period of not more than one hundred twenty (120) days after receipt of the
request of the Initiating Holders, Enron or MCI WorldCom, as applicable;
provided, however, that the Company may not utilize this right more than
twice in any twelve month period.

1.3 COMPANY REGISTRATION. If (but without any obligation under
this Agreement to do so) the Company proposes to register (including for this
purpose a registration effected by the Company for shareholders other than
pursuant to this Agreement) any of its stock or other securities under the
Act in connection with the public offering of such securities solely for cash
(other than a registration relating solely to the sale of securities to
participants in a Company stock plan, or a registration on any form which
does not include substantially the same information as would be required to
be included in a registration statement covering the sale of the Registrable
Securities), the Company shall, at such time, promptly give each Holder
written notice of such registration. Upon the written request of any Holder
given within twenty (20) days after mailing of such notice by the Company in
accordance with Section 5.5, the Company shall, subject to (i) the provisions
of Section 1.8 and (ii) any senior "piggy-back" registration rights granted
by the Company pursuant to that certain Warrant Registration Rights Agreement
dated as of May 5, 1998 between the Company and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co., ▇▇▇▇▇▇▇
Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and ▇▇▇▇▇▇▇▇▇ Lufkin & ▇▇▇▇▇▇▇▇
Securities Corporation or pursuant to that certain Warrant to Purchase Shares
of Common Stock granted to Sun Financial Group, Inc., dated as of May 19,
1998, cause to be registered under the Act all of the Registrable Securities
that such Holder has requested to be registered.

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

(a) Prepare and file with the SEC a registration statement
with respect to such Registrable Securities and use its best efforts to cause
such registration statement to become effective, and, upon the request of the
Holders of a majority of the Registrable Securities registered thereunder,
keep such registration statement effective for up to one hundred twenty (120)
days.

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

(c) Furnish to the Holders such numbers of copies of a
prospectus, including a preliminary prospectus, in conformity with the
requirements of the Act, and such

other documents as they may reasonably request in order to facilitate the
disposition of Registrable Securities owned by them.

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

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

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

1.5 FURNISH INFORMATION.

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

(b) The Company shall have no obligation with respect to any
registration requested pursuant to Section 1.2 or Section 1.12 if, due to the
operation of subsections 1.5(a) or 1.8, the number of shares or the
anticipated aggregate offering price of the Registrable Securities to be
included in the registration does not equal or exceed the number of shares or
the anticipated aggregate offering price required to originally trigger the
Company's obligation to initiate such registration as specified in
subsections 1.2(a), 1.2(b), 1.2(c) or 1.2(d) or subsection 1.12(b)(2),
whichever is applicable. Any registration that is withdrawn without becoming
effective pursuant to this Section 1.5 shall not be counted as a registration
for purposes of Section 1.2(i).

1.6 EXPENSES OF DEMAND REGISTRATION. All expenses other than
underwriting discounts and commissions incurred in connection with
registrations, filings or qualifications pursuant to Section 1.2, including
(without limitation) all registration, filing and qualification fees,
printers' and accounting fees, fees and disbursements of counsel for the
Company, and the reasonable fees and disbursements of one counsel for the
selling Holders (selected by Holders of a majority of Registrable Securities
to be included in the registration if under subsection (a), by Enron if under
subsection 1.2(b) or by MCI WorldCom if under subsections 1.2(c) or 1.2(d))
("Holders' Counsel") shall be borne by the Company; provided, however, that
the Company

shall not be required to pay for any expenses of any registration proceeding
begun pursuant to Section 1.2 if the registration request is subsequently
withdrawn at the request of the Holders of a majority of the Registrable
Securities to be registered if under subsection 1.2(a), of Enron if under
subsection 1.2(b), or of MCI WorldCom if under subsections 1.2(c) or 1.2(d)
(in which case all participating Holders shall bear such expenses allocated
among them in proportion to the amount of Registrable Securities originally
proposed to be registered), unless the Holders of a majority of the
Registrable Securities if under subsection 1.2(a), of Enron if under
subsection 1.2(b), or of MCI WorldCom if under subsections 1.2(c) or 1.2(d)
agree to forfeit their or its right to one demand registration pursuant to
Section 1.2; provided further, however, that if at the time of such
withdrawal, the Holders, Enron or MCI WorldCom, as applicable, have learned
of a material adverse change in the condition, business, or prospects of the
Company from that known to the Holders, Enron or MCI WorldCom, as applicable,
at the time of their or its request and have withdrawn the request with
reasonable promptness following disclosure by the Company of such material
adverse change, then the Company shall pay such expenses and the Holders,
Enron or MCI WorldCom, as applicable, shall not be required to pay any of
such expenses and shall retain their or its rights pursuant to Section 1.2.

1.7 EXPENSES OF COMPANY REGISTRATION. The Company shall bear and
pay all expenses incurred in connection with any registration, filing or
qualification of Registrable Securities with respect to the registrations
pursuant to Section 1.3 for each Holder (which right may be assigned as
provided in Section 1.13), including (without limitation) all registration,
filing, and qualification fees, printers and accounting fees relating or
apportionable thereto, but excluding underwriting discounts and commissions
relating to Registrable Securities.

1.8 UNDERWRITING REQUIREMENTS. In connection with any offering
involving an underwriting of shares of the Company's capital stock, the
Company shall not be required under Section 1.3 to include any of the
Holders' securities in such underwriting unless they accept the terms of the
underwriting as agreed upon between the Company and the underwriters selected
by it (or by other persons entitled to select the underwriters), and then
only in such quantity as the underwriters determine in their sole discretion
will not jeopardize the success of the offering by the Company. If the total
amount of securities, including Registrable Securities, requested by
shareholders to be included in such offering exceeds the amount of securities
sold other than by the Company that the underwriters determine in their sole
discretion is compatible with the success of the offering, then the Company
shall be required to include in the offering only that number of such
securities, including Registrable Securities, which the underwriters
determine in their sole discretion will not jeopardize the success of the
offering (the securities so included to be apportioned pro rata among the
selling shareholders according to the total amount of securities entitled to
be included therein owned by each selling Shareholder or in such other
proportions as shall mutually be agreed to by such selling shareholders) but
in no event shall (i) the amount of securities of the selling Holders
included in the offering be reduced below thirty percent (30%) of the total
amount of securities included in such offering, unless such offering is the
initial public offering of the Company's securities in which case the selling
shareholders may be excluded if the underwriters make the determination
described immediately above or (ii) notwithstanding (i) above, any shares
being sold by a shareholder exercising a demand registration right similar to
that granted in Section 1.2 be excluded from such offering. For purposes of
the preceding parenthetical concerning apportionment, for any selling
shareholder

which is a holder of Registrable Securities and which is a partnership or
corporation, the partners, retired partners and shareholders of such holder,
or the estates and family members of any such partners and retired partners
and any trusts for the benefit of any of the foregoing persons shall be
deemed to be a single "selling shareholder", and any pro-rata reduction with
respect to such "selling shareholder" shall be based upon the aggregate
amount of shares carrying registration rights owned by all entities and
individuals included in such "selling shareholder", as defined in this
sentence.

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

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

(a) To the extent permitted by law, the Company will
indemnify and hold harmless each Holder, the partners or officers, directors
and shareholders of each Holder, any underwriter (as defined in the Act) for
such Holder and each person, if any, who controls such Holder or underwriter
within the meaning of the Act or the Securities Exchange Act of 1934, as
amended (the "1934 Act"), against any losses, claims, damages, or liabilities
(joint or several) to which they may become subject under the Act, or the
1934 Act, insofar as such losses, claims, damages, or liabilities (or actions
in respect thereof) arise out of or are based upon any of the following
statements, omissions or violations (collectively a "Violation"): (i) any
untrue statement or alleged untrue statement of a material fact contained in
such registration statement, including any preliminary prospectus or final
prospectus contained therein or any amendments or supplements thereto, (ii)
the omission or alleged omission to state therein a material fact required to
be stated therein, or necessary to make the statements therein not
misleading, or (iii) any violation or alleged violation by the Company of the
Act, the 1934 Act, or any rule or regulation promulgated under the Act, or
the 1934 Act; and the Company will pay to each such Holder, underwriter or
controlling person any legal or other expenses reasonably incurred by them in
connection with investigating or defending any such loss, claim, damage,
liability, or action; provided, however, that the indemnity agreement
contained in this subsection 1.10(a) shall not apply to amounts paid in
settlement of any such loss, claim, damage, liability, or action if such
settlement is effected without the consent of the Company (which consent
shall not be unreasonably withheld), nor shall the Company be liable in any
such case for any such loss, claim, damage, liability, or action to the
extent that it arises out of or is based upon a Violation which occurs in
reliance upon and in conformity with written information furnished expressly
for use in connection with such registration by a Holder requesting
indemnification hereunder or any such underwriter or controlling person.

(b) To the extent permitted by law, each selling Holder will
indemnify and hold harmless the Company, each of its directors, each of its
officers who has signed the registration statement, each person, if any, who
controls the Company within the meaning of the Act, any underwriter, any
other Holder selling securities in such registration statement and any
controlling person of any such underwriter or other Holder, against any
losses, claims, damages, or liabilities (joint or several) to which any of
the foregoing persons may become subject, under

the Act, or the 1934 Act insofar as such losses, claims, damages, or
liabilities (or actions in respect thereto) arise out of or are based upon
any Violation, in each case to the extent (and only to the extent) that such
Violation occurs in reliance upon and in conformity with written information
furnished by such Holder expressly for use in connection with such
registration; and each such Holder will pay any legal or other expenses
reasonably incurred by any person intended to be indemnified pursuant to this
subsection 1.10(b), in connection with investigating or defending any such
loss, claim, damage, liability, or action; provided, however, that the
indemnity agreement contained in this subsection 1.10(b) shall not apply to
amounts paid in settlement of any such loss, claim, damage, liability or
action if such settlement is effected without the consent of the Holder,
which consent shall not be unreasonably withheld; provided, that, in no event
shall any indemnity under this subsection 1.10(b) exceed the gross proceeds
from the offering received by such Holder.

(c) Promptly after receipt by an indemnified party under this
Section 1.10 of notice of the commencement of any action (including any
governmental action), such indemnified party will, if a claim in respect
thereof is to be made against any indemnifying party under this Section 1.10,
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 and has acknowledged its
obligation to indemnify the indemnified party with respect to such action,
jointly with any other indemnifying party similarly noticed, to assume the
defense thereof with counsel mutually satisfactory to the parties; provided,
however, that an indemnified party (together with all other indemnified
parties which may be represented without conflict by one counsel) shall have
the right to retain one separate counsel, with the fees and expenses to be
paid by the indemnifying party, if representation of such indemnified party
by the counsel retained by the indemnifying party would be inappropriate due
to actual or potential differing interests between such indemnified party and
any other party represented by such counsel in such proceeding. The failure
to deliver written notice to the indemnifying party within a reasonable time
of the commencement of any such action shall not relieve such indemnifying
party of any liability to the indemnified party under this Section 1.10
except to the extent that the indemnifying party is prejudiced thereby in its
ability to defend such action, but the omission so to deliver written notice
to the indemnifying party will not relieve it of any liability that it may
have to any indemnified party otherwise than under this Section 1.10.

(d) If the indemnification provided for in this Section 1.10
is held by a court of competent jurisdiction to be unavailable to an
indemnified party with respect to any loss, liability, claim, damage, or
expense referred to therein, then the indemnifying party, in lieu of
indemnifying such indemnified party hereunder, shall contribute to the amount
paid or payable by such indemnified party as a result of such loss,
liability, claim, damage, or expense in such proportion as is appropriate to
reflect the relative fault of the indemnifying party on the one hand and of
the indemnified party on the other in connection with the statements or
omissions that resulted in such loss, liability, claim, damage, or expense as
well as any other relevant equitable considerations. The relative fault of
the indemnifying party and of the indemnified party shall be determined by
reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission to state a material fact relates
to information supplied by the indemnifying party or by the indemnified party
and the parties' relative intent, knowledge, access to information, and
opportunity to correct or prevent such statement or omission.

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

(f) The obligations of the Company and Holders under this
Section 1.10 shall survive the completion of any offering of Registrable
Securities in a registration statement under this Section 1.

1.11 REPORTS UNDER SECURITIES EXCHANGE ACT OF 1934. With a view to
making available to the Holders the benefits of Rule 144 promulgated under
the Act and any other rule or regulation of the SEC that may at any time
permit a Holder to sell securities of the Company to the public without
registration or pursuant to a registration on Form S-3, the Company agrees to:

(a) make and keep public information available, as those
terms are understood and defined in SEC Rule 144, at all times after ninety
(90) days after the effective date of the first registration statement filed
by the Company for the 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 Act and the 1934 Act; and

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

1.12 FORM S-3 REGISTRATION. In case the Company shall receive from
the Holders of forty percent (40%) or more of the Registrable Securities a
written request or requests that the Company effect a registration on Form
S-3 and any related qualification or compliance with respect to all or a part
of the Registrable Securities owned by such Holder or Holders, the Company
will:

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

(b) as soon as practicable, effect such registration and all
such qualifications and compliances as may be so requested and as would
permit or facilitate the sale and distribution of all or such portion of such
Holder's or Holders' Registrable Securities as are specified in such request,
together with all or such portion of the Registrable Securities of any other
Holder or Holders joining in such request as are specified in a written
request given within

15 days after receipt of such written notice from the Company; provided,
however, that the Company shall not be obligated to effect any such
registration, qualification or compliance, pursuant to this section 1.12: (1)
if Form S-3 is not available for such offering by the Holders; (2) if the
Holders, together with the holders of any other securities of the Company
entitled to inclusion in such registration, propose to sell Registrable
Securities and such other securities (if any) at an aggregate price to the
public (net of any underwriters' discounts or commissions) of less than
$5,000,000; (3) if the Company shall furnish to the Holders a certificate
signed by the President of the Company stating that in the good faith
judgment of the Board of Directors of the Company, it would be seriously
detrimental to the Company and its shareholders for such Form S-3
Registration to be effected at such time, in which event the Company shall
have the right to defer the filing of the Form S-3 registration statement for
a period of not more than 120 days after receipt of the request of the Holder
or Holders under this Section 1.12; provided, however, that the Company shall
not utilize this right more than once in any twelve month period; or (4) if
the Company has, within the twelve (12) month period preceding the date of
such request, already effected two registrations on Form S-3 for the Holders
pursuant to this Section 1.12.

(c) Subject to the foregoing, the Company shall file a
registration statement covering the Registrable Securities and other
securities so requested to be registered as soon as practicable after receipt
of the request or requests of the Holders. All expenses incurred in
connection with a registration requested pursuant to Section 1.12, including
(without limitation) all registration, filing, qualification, printer's and
accounting fees and the reasonable fees and disbursements of Holders' Counsel
and counsel for the Company, shall be borne pro rata by the Holder or Holders
participating in the Form S-3 Registration. Registrations effected pursuant
to this Section 1.12 shall not be counted as demands for registration or
registrations effected pursuant to Section 1.2.

1.13 ASSIGNMENT OF REGISTRATION RIGHTS. The rights to cause the
Company to register Registrable Securities pursuant to subsection 1.2(a) may
be assigned (but only with all related obligations) by a Holder to a
transferee or assignee of such securities who, after such assignment or
transfer, holds at least 2,000,000 shares of Registrable Securities (subject
to appropriate adjustment for stock splits, stock dividends, combinations and
other recapitalizations), provided the Company is, within a reasonable time
after such transfer, furnished with written notice of the name and address of
such transferee or assignee and the securities with respect to which such
registration rights are being assigned; and provided, further, that such
assignment shall be effective only if immediately following such transfer the
further disposition of such securities by the transferee or assignee is
restricted under the Act. The rights to cause the Company to register
Registrable Securities pursuant to subsection 1.2(b) may be assigned (but
only with all related obligations) by Enron to a transferee or assignee of
such securities who, after such assignment or transfer, holds at least
1,500,000 shares of Registrable Securities (subject to appropriate adjustment
for stock splits, stock dividends, combinations and other recapitalizations),
provided the Company is, within a reasonable time after such transfer,
furnished with written notice of the name and address of such transferee or
assignee and the securities with respect to which such registration rights
are being assigned; and provided, further, that such assignment shall be
effective only if immediately following such transfer the further disposition
of such securities by the transferee or assignee is restricted under the Act.
The rights to cause the Company to register Registrable Securities pursuant
to subsections 1.2(c) or 1.2(d)

may be assigned (but only with all related obligations) by MCI WorldCom to a
transferee or assignee of such securities who, after such assignment or
transfer, holds at least 1,250,000 shares of Registrable Securities (subject
to appropriate adjustment for stock splits, stock dividends, combinations and
other recapitalizations), provided the Company is, within a reasonable time
after such transfer, furnished with written notice of the name and address of
such transferee or assignee and the securities with respect to which such
registration rights are being assigned; and provided, further, that such
assignment shall be effective only if immediately following such transfer the
further disposition of such securities by the transferee or assignee is
restricted under the Act. For the purposes of determining the number of
shares of Registrable Securities held by a transferee or assignee, the
holdings of transferees and assignees of a partnership who are partners or
retired partners of such partnership (including spouses and ancestors, lineal
descendants and siblings of such partners or spouses who acquire Registrable
Securities by gift, will or intestate succession) shall be aggregated
together and with the partnership; provided that all assignees and
transferees who would not qualify individually for assignment of registration
rights shall have a single attorney-in-fact for the purpose of exercising any
rights, receiving notices or taking any action under this Section 1.

1.14 LIMITATIONS ON SUBSEQUENT REGISTRATION RIGHTS. From and after
the date of this Agreement, the Company shall not, without the prior written
consent of the Holders of 60% or more of the outstanding Registrable
Securities, enter into any agreement with any holder or prospective holder of
any securities of the Company which would allow such holder or prospective
holder (a) to include such securities in any registration filed under Section
1.2 hereof, unless under the terms of such agreement, such holder or
prospective holder may include such securities in any such registration only
to the extent that the inclusion of his securities will not reduce the amount
of the Registrable Securities of the Holders which is included or adversely
affect the market for the Registrable Securities that are included or (b) to
make a demand registration which could result in such registration statement
being declared effective prior to the earlier of any of the dates set forth
in subsections 1.2(a), 1.2(b) or 1.2(c) or within one hundred twenty (120)
days of the effective date of any registration effected pursuant to Section
1.2.

1.15 "MARKET STAND-OFF" AGREEMENT. Each Investor hereby agrees
that, during the period of duration (such period not to exceed 180 days)
specified by the Company and an underwriter of common stock or other
securities of the Company, following the effective date of a registration
statement of the Company filed under the Act, it shall not, to the extent
requested by the Company and such underwriter, directly or indirectly sell,
offer to sell, contract to sell (including, without limitation, any short
sale), grant any option to purchase or otherwise transfer or dispose of
(other than to donees or commonly-controlled affiliates of the transferor who
agree to be similarly bound) any securities of the Company held by it at any
time during such period except common stock included in such registration;
provided, however, that:

(a) such agreement shall be applicable only to the first two
such registration statements of the Company which cover common stock (or
other securities) to be sold on its behalf to the public in an underwritten
offering; and

(b) all officers and directors of the Company and all other
persons with registration rights (whether or not pursuant to this Agreement)
enter into similar agreements.

In order to enforce the foregoing covenant, the Company may
impose stop-transfer instructions with respect to the Registrable Securities
of each Investor (and the shares or securities of every other person subject
to the foregoing restriction) until the end of such period.

1.16 TERMINATION OF REGISTRATION RIGHTS. No Holder shall be
entitled to exercise any right provided for in this Section 1 after five (5)
years following the consummation of the sale of securities pursuant to a
registration statement filed by the Company under the Act in connection with
the initial firm commitment underwritten offering of its securities to the
general public.

2. COVENANTS OF THE COMPANY.

2.1 DELIVERY OF FINANCIAL STATEMENTS. The Company shall deliver
to each Investor holding at least 1,000,000 shares of Registrable Securities:

(a) as soon as practicable, but in any event within ninety
(90) days after the end of each fiscal year of the Company, an income
statement for such fiscal year, a balance sheet of the Company and statement
of shareholder's equity as of the end of such year, and a schedule as to the
sources and applications of funds for such year, such year-end financial
reports to be in reasonable detail, prepared in accordance with generally
accepted accounting principles ("GAAP"), and audited and certified by
independent public accountants of nationally recognized standing selected by
the Company;

(b) as soon as practicable, but in any event within
forty-five (45) days after the end of each of the first three (3) quarters of
each fiscal year of the Company, an unaudited profit or loss statement,
schedule as to the sources and application of funds for such fiscal quarter
and an unaudited balance sheet as of the end of such fiscal quarter.

(c) within thirty (30) days of the end of each month, an
unaudited income statement and schedule as to the sources and application of
funds and balance sheet for and as of the end of such month, in reasonable
detail; and

(d) as soon as practicable, but in any event thirty (30) days
prior to the end of each fiscal year, a budget for the next fiscal year,
prepared on a monthly basis, including balance sheets and sources and
applications of funds statements for such months and, as soon as prepared,
any other budgets or revised budgets prepared by the Company.

2.2 INSPECTION. The Company shall permit each Investor, at such
Investor's expense, to visit and inspect the Company's properties, to examine
its books of account and records and to discuss the Company's affairs,
finances and accounts with its officers, all at such reasonable times as may
be requested by the Investor; provided, however, that the Company

shall not be obligated pursuant to this Section 2.2 to provide access to any
information which it reasonably considers to be a trade secret or similar
confidential information.

2.3 TERMINATION OF INFORMATION AND INSPECTION COVENANTS. The
covenants set forth in subsections 2.1(c) and (d) and Section 2.2 shall
terminate as to Investors and be of no further force or effect when the sale
of securities pursuant to a registration statement filed by the Company under
the Act in connection with the firm commitment underwritten offering of its
securities raising at least $20,000,000 to the general public is consummated
or when the Company first becomes subject to the periodic reporting
requirements of Sections 12(g) or 15(d) of the 1934 Act, whichever event
shall first occur.

2.4 RIGHT OF FIRST OFFER. Subject to the terms and conditions
specified in this paragraph 2.4, the Company hereby grants to each Major
Investor (as hereinafter defined) a right of first offer with respect to
future sales by the Company of its Shares (as hereinafter defined). For
purposes of this Section 2.4, a Major Investor shall mean (i) any Investor
who holds at least 50% of such Investor's originally acquired shares of
Series A Preferred Stock, Series B Preferred Stock or Series C Preferred
Stock issued pursuant to (A) that certain Series A Preferred Stock Purchase
Agreement dated July 3, 1997 (the "Series A Agreement"), (B) that certain
Series B Preferred Stock Purchase Agreement dated March 12, 1998 (the "Series
B Agreement") or (C) the Preferred Stock Agreement, as applicable, and (ii)
any person who acquires at least (A) 10% of the Series A Preferred Stock (or
the common stock issued upon conversion thereof) issued pursuant to the
Series A Agreement, (B) 10% of the Series B Preferred Stock (or the common
stock issued upon conversion thereof) issued pursuant to the Series B
Agreement or (C) 10% of the Series C Preferred Stock (or the common stock
issued upon conversion thereof) issued pursuant to the Preferred Stock
Agreement. For purposes of this Section 2.4, Investor includes any general
or limited partners and affiliates of an Investor. An Investor shall be
entitled to apportion the right of first offer hereby granted it among itself
and its partners and affiliates in such proportions as it deems appropriate.

Each time the Company proposes to offer any shares of, or
securities convertible into or exercisable for any shares of, any class of
its capital stock ("Shares"), the Company shall first make an offering of
such Shares to each Major Investor in accordance with the following
provisions:

(a) The Company shall deliver a notice by certified mail
("Notice") to the Major Investors stating (i) its bona fide intention to
offer such Shares, (ii) the number of such Shares to be offered, and (iii)
the price and terms, if any, upon which it proposes to offer such Shares.

(b) Within 20 calendar days after receipt of the Notice, the
Major Investor may elect to purchase or obtain, at the price and on the terms
specified in the Notice, up to that portion of such Shares which equals the
proportion that the number of shares of common stock issued and held, or
issuable upon conversion of the Series A Preferred Stock, Series B Preferred
Stock and/or Series C Preferred Stock then held, by such Major Investor bears
to the total number of shares of common stock of the Company then outstanding
(assuming full conversion and exercise of all convertible or exercisable
securities) as of the date of the Notice.

The Company shall promptly, in writing, inform each Major Investor which
purchases all the shares available to it ("Fully-Exercising Investor") of any
other Major Investor's failure to do likewise. During the ten-day period
commencing after receipt of such information, each Fully-Exercising Investor
shall be entitled to obtain that portion of the Shares for which Major
Investors were entitled to subscribe but which were not subscribed for by the
Major Investors which is equal to the proportion that the number of shares of
common stock issued and held, or issuable upon conversion of Series A
Preferred Stock, Series B Preferred Stock and/or Series C Preferred Stock
then held, by such Fully-Exercising Investor bears to the total number of
shares of common stock issued and held, or issuable upon conversion of the
Series A Preferred Stock, Series B Preferred Stock and/or Series C Preferred
Stock then held, by all Fully-Exercising Investors who wish to purchase some
of the unsubscribed shares.

(c) If all Shares referred to in the Notice are not elected
to be obtained as provided in subsection 2.4(b) hereof, the Company may,
during the 60-day period following the expiration of the period provided in
subsection 2.4(b) hereof, offer the remaining unsubscribed portion of such
Shares to any person or persons at a price not less than, and upon terms no
more favorable to the offeree than those specified in the Notice. If the
Company does not enter into an agreement for the sale of the Shares within
such period, or if such agreement is not consummated within 60 days of the
execution thereof, the right provided hereunder shall be deemed to be revived
and such Shares shall not be offered unless first reoffered to the Major
Investors in accordance herewith.

(d) The right of first offer in this paragraph 2.4 shall not
be applicable (i) to the issuance or sale of common stock (or options
therefor) to employees, consultants or directors of the Company directly or
pursuant to a stock option plan or restricted stock plan approved by the
Board of Directors of the Company, (ii) to or after consummation of a bona
fide, firmly underwritten public offering of shares of common stock,
registered under the Act pursuant to a registration statement on Form S-1, at
an offering price of at least $20,000,000 in the aggregate, (iii) to the
issuance of securities pursuant to the conversion or exercise of convertible
or exercisable securities, (iv) to the issuance of securities in connection
with a bona fide business acquisition of or by the Company, whether by
merger, consolidation, sale of assets, sale or exchange of stock or otherwise
or (v) to the issuance of stock, warrants or other securities or rights to
persons or entities with which the Company has business relationships
provided such issuances are for other than primarily equity financing
purposes approved by the Board of Directors.

2.5 EMPLOYEE STOCK POOL. Any increase in the authorized number of
shares allocated to the Company's employee stock pool under the Company's
1997 Stock Option/Stock Issuance Plan shall be approved by the Board of
Directors.

2.6 EXCLUDED INVESTMENTS. The Company agrees that, for a period
of one year from the date hereof (the "Exclusion Period"), it shall not issue
any of its equity securities in a private offering to any of the following
entities (each an "Excluded Investor"): AT&T Corporation, Sprint
Corporation, Qwest Communications International, Inc., Level 3
Communications, Inc., WilTel, LLC, Frontier Corporation, British
Telecommunications plc, GTE Corp. and the Regional ▇▇▇▇ Operating Companies.
Notwithstanding anything else in this

Agreement, if within thirty (30) days (unless such period is extended by the
mutual agreement of the Company and MCI WorldCom, Inc.) of the effective date
of that certain Framework Agreement dated as of the date hereof between the
Company and MCI WorldCom, Inc. (the "Framework Agreement"), MCI WorldCom,
Inc. has not executed any of the Carrier Services Agreement or the Network
Services Agreement or the OSS Licensing Agreement (as contemplated in the
Framework Agreement), the Exclusion Period shall terminate and the Company
thereafter shall be able to issue its equity securities to any of the
Excluded Investors and MCI WorldCom shall forfeit its demand registration
right granted pursuant to subsection 1.2(d) hereof.

3. COVENANTS OF THE INVESTORS.

3.1 CERTAIN CORPORATE TRANSACTIONS. In the event that the Board
of Directors of the Company and holders of a majority of the Common Stock
issuable or issued upon conversion of the Series A Preferred Stock, Series B
Preferred Stock and Series C Preferred Stock of the Company vote in favor of
a Corporate Transaction (as defined below), each Investor hereby agrees not
to take any action inconsistent with the pooling-of-interests accounting
treatment to the extent applicable to such Corporate Transaction, as
reasonably deemed necessary by the Company's Board of Directors, including
without limitation exercising any dissenter's rights any such Investor may
have or selling or purchasing any Company securities where prohibited under
the then applicable pooling-of-interests accounting rules. For purposes of
this Section 3.1, Corporate Transaction shall mean the acquisition of the
Company by another entity by means of any transaction or series of related
transactions (including, without limitation, any reorganization, merger or
consolidation) that results in the transfer of fifty percent (50%) or more of
the outstanding voting power of the Company.

3.2 STANDSTILL. Except as set forth in the Preferred Stock
Agreement, so long as an Investor has registration rights under this
Agreement, such Investor agrees not to purchase any additional shares of, or
securities convertible into or exercisable or exchangeable for any shares of,
any class of capital stock of the Company unless approved in advance by the
Board of Directors of the Company.

3.3 ADDITIONAL PREFERRED INVESTORS. Each Investor agrees to
permit other new preferred stock investors in the Company which are approved
by the Board of Directors to participate on a pari passu basis in the rights
of first offer, registration rights, information and access rights and the
protective provision rights held by the Investors set forth herein and in the
Restated Certificate of Incorporation.

4. CORPORATE OPPORTUNITY MATTERS. Except as expressly provided in
this Section 4, the Investors other than Enron (the "Rhythms Stockholders"
for purposes of this Section 4.1) and the Company acknowledge and agree that
neither Enron nor any of its Affiliates shall be expressly or implicitly
restricted or proscribed pursuant to this Agreement, the relationship that
exists between Enron and the Rhythms Stockholders, the relationship between
Enron and the Company or otherwise, from engaging in any type of business
activity or owning an interest in any type of business entity, regardless of
whether such business activity is (or such business entity engages in
businesses that are) in direct or indirect competition with the businesses or

activities of the Company or of any of its Affiliates (as defined below) or
any other person or entity. Without limiting the foregoing and except as
otherwise expressly provided in this Section 4, the Rhythms Stockholders and
the Company acknowledge and agree that (i) neither the Rhythms Stockholders,
the Company or its Affiliates nor any other person or entity shall have any
rights, by virtue of this Agreement, the relationship that exists between
Enron and the Rhythms Stockholders, the relationship between Enron and the
Company or otherwise, in any business venture or business opportunity of
Enron or any of its Affiliates, and Enron and such Affiliates shall have no
obligation to offer any interest in any such business venture or business
opportunity to the Rhythms Stockholders, the Company, any Affiliate of the
Company or any other person or entity, or otherwise account to the Rhythms
Stockholders, the Company, any Affiliate of the Company or any other persons
or entities in respect of any such business ventures, (ii) the activities of
Enron or any of its Affiliates that are in direct or indirect competition
with the activities of the Company or any of its Affiliates are hereby
approved by the Rhythms Stockholders and the Company, and (iii) it shall be
deemed not to be a breach of any fiduciary or other duties, if any and
whether express or implied, that may be owed by Enron or its Affiliates to
the Rhythms Stockholdersor the Company for Enron to permit itself or one of
its Affiliates to engage in a business opportunity in preference or to the
exclusion of the Rhythms Stockholders, the Company, its Affiliates or any
other person or entity.

4.1 Except as expressly provided in this Section 4, the
Investors other than MCI WorldCom (the "Rhythms Stockholders" for purposes of
this Section 4.2) and the Company acknowledge and agree that neither MCI
WorldCom nor any of its Affiliates shall be expressly or implicitly
restricted or proscribed pursuant to this Agreement, the relationship that
exists between MCI WorldCom and the Rhythms Stockholders, the relationship
between MCI WorldCom and the Company or otherwise, from engaging in any type
of business activity or owning an interest in any type of business entity,
regardless of whether such business activity is (or such business entity
engages in businesses that are) in direct or indirect competition with the
businesses or activities of the Company or of any of its Affiliates (as
defined below) or any other person or entity. Without limiting the foregoing
and except as otherwise expressly provided in this Section 4, the Rhythms
Stockholders and the Company acknowledge and agree that (i) neither the
Rhythms Stockholders, the Company or its Affiliates nor any other person or
entity shall have any rights, by virtue of this Agreement, the relationship
that exists between MCI WorldCom and the Rhythms Stockholders, the
relationship between MCI WorldCom and the Company or otherwise, in any
business venture or business opportunity of MCI WorldCom or any of its
Affiliates, and MCI WorldCom and such Affiliates shall have no obligation to
offer any interest in any such business venture or business opportunity to
the Rhythms Stockholders, the Company, any Affiliate of the Company or any
other person or entity, or otherwise account to the Rhythms Stockholders, the
Company, any Affiliate of the Company or any other persons or entities in
respect of any such business ventures, (ii) the activities of MCI WorldCom or
any of its Affiliates that are in direct or indirect competition with the
activities of the Company or any of its Affiliates are hereby approved by the
Rhythms Stockholders and the Company, and (iii) it shall be deemed not to be
a breach of any fiduciary or other duties, if any and whether express or
implied, that may be owe by MCI WorldCom or its Affiliates to the Rhythms
Stockholders or the Company for MCI WorldCom to permit itself or one of its
Affiliates to engage in a business opportunity in preference or to the
exclusion of the Rhythms Stockholders, the Company, its Affiliates or any
other person or entity.

4.2 For purposes of this Section 4, the term "Affiliate" shall
mean (i) a person or entity that directly, or indirectly through one or more
intermediaries, controls, or is controlled by, or is under common control
with another person or entity or (ii) a person or entity that owns
beneficially at least 50% of the equity of such other person or entity;
provided, however, that when used to refer to Affiliates of the Company (as
opposed to Affiliates of any other person or entity, such as Enron or MCI
WorldCom), shall only mean persons or entities controlled by the Company
(rather than persons or entities under common control with the Company), and
when used to refer to Affiliates of Enron or MCI WorldCom, shall exclude the
Company and its Affiliates. The term "control," including the correlative
terms "controlling," "controlled by" and "under common control with" shall
mean possession, directly or indirectly of the power to direct or cause the
direction of management or policies (whether through ownership of securities
or any partnership or other ownership interest, by contract or otherwise) of
a person or entity.

5. MISCELLANEOUS.

5.1 SUCCESSORS AND ASSIGNS. Except as otherwise provided herein,
the terms and conditions of this Agreement shall inure to the benefit of and
be binding upon the respective successors and assigns of the parties
(including transferees of any shares of Registrable Securities). Nothing in
this Agreement, express or implied, is intended to confer upon any party
other than the parties hereto or their respective successors and assigns any
rights, remedies, obligations, or liabilities under or by reason of this
Agreement, except as expressly provided in this Agreement.

5.2 GOVERNING LAW. This Agreement shall be governed by and
construed under the laws of the State of Delaware without regard to choice of
law principles.

5.3 COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

5.4 TITLES AND SUBTITLES. The titles and subtitles used in this
Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.

5.5 NOTICES. Unless otherwise provided, any notice required or
permitted under this Agreement shall be given in writing and shall be deemed
effectively given upon receipt addressed to the party to be notified at the
address indicated for such party on the signature page hereof, or at such
other address as such party may designate by ten (10) days' advance written
notice to the other parties.

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

5.7 AMENDMENTS AND WAIVERS. Any term of this Agreement may be
amended and the observance of any term of this Agreement may be waived
(either generally or in a particular instance and either retroactively or
prospectively), only with the written consent of the Company and the holders
of 60% or more of the Registrable Securities then outstanding. Any amendment
or waiver effected in accordance with this paragraph shall be binding upon
each holder of any Registrable Securities then outstanding, each future
holder of all such Registrable Securities, and the Company.

5.8 SEVERABILITY. If one or more provisions of this Agreement are
held to be unenforceable under applicable law, such provision shall be
excluded from this Agreement and the balance of the Agreement shall be
interpreted as if such provision were so excluded and shall be enforceable in
accordance with its terms.

5.9 AGGREGATION OF STOCK. All shares of Registrable Securities
held or acquired by affiliated entities or persons shall be aggregated
together for the purpose of determining the availability of any rights under
this Agreement.

5.10 ENTIRE AGREEMENT; AMENDMENT; WAIVER. This Agreement
(including the Exhibits hereto, if any) constitutes the full and entire
understanding and agreement between the parties with regard to the subjects
hereof and thereof.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

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

RHYTHMS NETCONNECTIONS INC.

By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
-------------------------------
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, President

Address: ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇

INVESTOR:

MCI WORLDCOM VENTURE FUND, INC.

By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
-------------------------------
Its: /s/ President
------------------------------

Address: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇.
-------------------------------
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-------------------------------

ENRON COMMUNICATIONS GROUP, INC.

By: /s/ ▇▇▇ ▇▇▇▇▇▇▇▇
-------------------------------
Its: Chairman
------------------------------
Address: ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇

ENTERPRISE PARTNERS III, L.P.

By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-------------------------------
Its: General Partner
------------------------------

Address: ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇

[SIGNATURE PAGE TO AMENDED AND RESTATED
INVESTORS' RIGHTS AGREEMENT]

ENTERPRISE PARTNERS III ASSOCIATES, L.P.

By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
------------------------------
Its: General Partner
------------------------------

Address: ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇

ENTERPRISE PARTNERS IV, L.P.

By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------
Its: General Partner
-----------------------------

Address: ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇

BRENTWOOD ASSOCIATES VII, L.P.

By: BRENTWOOD VII VENTURES, L.P.
Its General Partner

By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------
Its: General Partner
-----------------------

Address: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇. ▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇▇▇▇▇▇▇

[SIGNATURE PAGE TO AMENDED AND RESTATED
INVESTORS' RIGHTS AGREEMENT]

BRENTWOOD AFFILIATES FUND, L.P.

By: BRENTWOOD VII VENTURES, L.P.
Its General Partner

By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------
Its: General Partner
------------------------------

Address: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇. ▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇▇▇▇▇▇▇

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ VIII

By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------
Its: General Partner
-----------------------------

Address: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇

KPCB VIII FOUNDERS FUND

By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------
Its: General Partner
-----------------------------

Address: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇

[SIGNATURE PAGE TO AMENDED AND RESTATED
INVESTORS' RIGHTS AGREEMENT]

KPCB INFORMATION SCIENCES ZAIBATSU
FUND II

By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------
Its: General Partner
-----------------------------

Address: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇

SPROUT CAPITAL VII, L.P.

By: DLJ Capital Corporation
Managing General Partner

By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇, Attorney-in-Fact

Address: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇

THE SPROUT CEO FUND, L.P.

By: DLJ Capital Corporation
Its General Partner

By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇, Attorney-in-Fact

[SIGNATURE PAGE TO AMENDED AND RESTATED
INVESTORS' RIGHTS AGREEMENT]

DLJ CAPITAL CORPORATION

By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇, Attorney-in-Fact

DLJ FIRST ESC L.L.C.

By: DLJ LBO Plans Management Corporation
Its: Manager

By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇, Attorney-in-Fact

▇▇▇▇▇ INVESTORS II, LLC

By:
------------------------------
Its:
-----------------------------
Address:
-----------------------------

-----------------------------

/s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
------------------------------
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇

Address: ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇

[SIGNATURE PAGE TO AMENDED AND RESTATED
INVESTORS' RIGHTS AGREEMENT]

▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇

By:
------------------------------
Its:
-----------------------------

Address: ▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇

---------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇

Address: ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇. ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

---------------------------------
▇▇▇▇ Portugal

Address: ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇

---------------------------------
▇▇▇▇ ▇. ▇▇▇▇

Address: c/o ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇. ▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇

---------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇

[SIGNATURE PAGE TO AMENDED AND RESTATED
INVESTORS' RIGHTS AGREEMENT]

---------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇

---------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇

---------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇

---------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇

---------------------------------
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇

Address: ▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇

[SIGNATURE PAGE TO AMENDED AND RESTATED
INVESTORS' RIGHTS AGREEMENT]

▇▇▇▇▇▇▇, PHLEGER & ▇▇▇▇▇▇▇▇ LLP

By:
------------------------------
Its:
-----------------------------

Address: Spear ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇

---------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇

Address: ▇▇▇▇▇▇▇, Phleger & ▇▇▇▇▇▇▇▇ LLP
▇▇▇ ▇▇▇▇ "▇" ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇

UMB AS TRUSTEE FOR ▇▇▇▇▇▇▇, PHLEGER
& ▇▇▇▇▇▇▇▇ RETIREMENT SAVINGS
TRUST FBO ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇

By:
------------------------------
Its:
-----------------------------

Address: ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇

---------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Address: ▇▇▇▇▇▇▇, Phleger & ▇▇▇▇▇▇▇▇ LLP
▇▇▇ ▇▇▇▇ "▇" ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇

[SIGNATURE PAGE TO AMENDED AND RESTATED
INVESTORS' RIGHTS AGREEMENT]

SCHEDULE A

INVESTOR

MCI Worldcom Venture Fund, Inc.
Enron Communications Group, Inc.
Enterprise Partners III, L.P.
Enterprise Partners III Associates, L.P.
Enterprise Partners IV, L.P.
Brentwood Associates VII, L.P.
Brentwood Associates Fund, ▇.▇.
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ VIII
KPCB VIII Founders Fund
KPCB Information Sciences Zaibatsu Fund II
Sprout Capital VII, L.P.
The Sprout CEO Fund, L.P.
DLJ Capital Corporation
DLJ First ESC L.L.C.
▇▇▇▇▇ Investors II, LLC
Stanford University
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇ Portugal
▇▇▇▇ ▇. ▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
UMB as Trustee for ▇▇▇▇▇▇▇, Phleger & ▇▇▇▇▇▇▇▇ Retirement
Savings Trust FBO ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇

AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT March 3, 1999

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