1 EXHIBIT 10.13 CORAL SYSTEMS, INC. AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT 2 TABLE OF CONTENTS

1
EXHIBIT 10.13

CORAL SYSTEMS, INC.

AMENDED AND RESTATED
INVESTORS' RIGHTS AGREEMENT
2

TABLE OF CONTENTS

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I. GENERAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -1-
1.1 Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -1-

II. REGISTRATION; RESTRICTIONS ON TRANSFER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -3-
2.1 Restrictions on Transfer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -3-
2.2 Demand Registration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -4-
2.3 Piggyback Registrations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -5-
2.4 Form S-3 Registration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -6-
2.5 Expenses of Registration. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -7-
2.6 Obligations of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -7-
2.7 Termination of Registration Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . -9-
2.8 Delay of Registration; Furnishing Information . . . . . . . . . . . . . . . . . . . . . -9-
2.9 Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -9-
2.10 Assignment of Registration Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . -11-
2.11 Amendment of Registration Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . -11-
2.12 Limitation on Subsequent Registration Rights . . . . . . . . . . . . . . . . . . . . . . -12-
2.13 "Market Stand-Off" Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -12-

III. COVENANTS OF THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -12-
3.1 Basic Financial Information and Reporting . . . . . . . . . . . . . . . . . . . . . . . -12-
3.2 Inspection Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -13-
3.3 Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -13-
3.4 Reservation of Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -14-
3.5 Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -14-
3.6 Termination of Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -14-
3.7 Amendment and Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -14-

IV. RIGHTS OF FIRST REFUSAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -14-
4.1 Subsequent Offerings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -14-
4.2 Exercise of Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -14-
4.3 Termination of Rights of First Refusal . . . . . . . . . . . . . . . . . . . . . . . . . -15-
4.4 Issuance of Equity Securities to Other Persons . . . . . . . . . . . . . . . . . . . . . -15-
4.5 Sales by Management Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . -15-
4.6 Transfer of Rights of First Refusal . . . . . . . . . . . . . . . . . . . . . . . . . . -16-
4.7 Excluded Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -16-
4.8 Waiver of Rights of First Refusal . . . . . . . . . . . . . . . . . . . . . . . . . . . -17-

V. CO-SALE RIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -17-
5.1 Major Shareholders' Notice of Purchase Offers . . . . . . . . . . . . . . . . . . . . . -17-
5.2 Right to Participate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -17-
5.3 Consummation of Sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -17-
5.4 Permitted Exemptions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -18-

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5.5 Payment of Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -18-
5.6 Termination of Co-Sale Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -18-
5.7 Legend . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -19-
5.8 Minor Management Shareholders' Notice of Purchase Offers . . . . . . . . . . . . . . . . -19-
5.9 Right to Participate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -19-
5.10 Consummation of Sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -20-
5.11 Permitted Exemptions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -20-
5.12 Payment of Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -20-
5.13 Termination of Co-Sale Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -20-
5.14 Legend . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -21-

VI. OPTION TO PURCHASE SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -21-
6.1 Option . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -21-
6.2 Automatic Amendment of this Agreement Pursuant to Closing of Option Sale . . . . . . . . -22-

7. MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -23-
7.1 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -23-
7.2 Survival . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -23-
7.3 Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -23-
7.4 Separability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -23-
7.5 Entire Agreement; Amendments, Modifications and Waivers . . . . . . . . . . . . . . . . -23-
7.6 Delays or Omissions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -24-
7.7 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -24-
7.8 Attorneys' Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -24-
7.9 Titles and Subtitles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -25-
7.10 Pronouns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -25-
7.11 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -25-

AMENDED AND RESTATED
INVESTORS' RIGHTS AGREEMENT

This Amended and Restated Investors' Rights Agreement (the
"Agreement") is entered into as of the 21 day of March, 1996, by and among
Coral Systems, Inc., a Delaware corporation (the "Company"), Cincinnati Xxxx
Information Systems Inc., an Ohio corporation (the "Purchaser"), the holders of
the Company's Series B Preferred Stock ("Series B Holders") set forth on
Schedule I attached hereto, CVM Equity Fund III, Ltd. ("CVM"), Colorado
Incubator Fund ("CIF"), certain warrantholders of the Company set forth in
Schedule II attached hereto (the "Warrantholders"), certain holders of the
Company's Series A Preferred Stock set forth in Schedule III attached hereto
(the "Series A Holders"), Xxxx X. Xxxxxxx, Xxxxxx Xxxxxxxxxx, Xxxx Xxxxxxx and
Xxx Xxxxx (the "Minor Management Shareholders").

RECITALS

WHEREAS; The Company proposes to sell and issue up to one million,
eight hundred seven thousand, six hundred forty-two (1,807,642) shares of its
Series C Stock pursuant to the Purchase Agreement (the "Shares");

WHEREAS, as a condition of entering into the Purchase Agreement, the
Purchaser has requested that the Company extend to it registration rights,
information rights and a right of first refusal as set forth below; and

WHEREAS, in order to induce the Purchaser to enter into the Purchase
Agreement, the Company and all of the other parties to that Investors Rights'
Agreement dated March 21, 1995 (the "1995 Agreement") have agreed to modify
their respective rights set forth in the 1995 Agreement by entering into this
Agreement which supersedes the 1995 Agreement in its entirety.

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

I. GENERAL

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

"Equity Securities" shall mean (i) any stock or similar security of
the Company, (ii) any security convertible, with or without consideration, into
any stock or similar security (including any option to purchase such a
convertible security), (iii) any security carrying any warrant or right to
subscribe to or purchase any stock or similar security or (iv) any such warrant
or right.

"Holder" means any person owning or having the right to acquire
Registrable Securities or any assignee of record thereof in accordance with
Section 2.10 hereof.

"On A Fully Diluted Basis" shall refer to the number of shares of
Common Stock of the

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Company which would be outstanding and issued assuming that all shares of
Common Stock which are issuable (i) upon the conversion or exchange of the
Company's outstanding convertible or exchangeable securities, including notes
and debentures, and (ii) upon the exercise of the Company's outstanding options
and warrants for the purchase of Common Stock and rights to subscribe for or
purchase Common Stock, were in fact issued.

"Register," "registered," and "registration" refer to a registration
effected by preparing and filing a registration statement or similar document
in compliance with the Securities Act, and the declaration or ordering of
effectiveness of such registration statement or document.

"Registrable Securities" means (i) Common Stock of the Company held by
CVM and CIF as the date hereof; (ii) Common Stock of the Company issued or
issuable upon conversion of the Series A Preferred Stock held by the Series A
Holders, (iii) Common Stock of the Company issued or issuable upon conversion
of the Series B Preferred Stock held by the Series B Holders, (iv) Common Stock
of the Company issued or issuable upon conversion of the Shares; and (v) 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 above-described securities. Notwithstanding the foregoing, Registrable
Securities shall not include any securities sold by a person to the public
either pursuant to a registration statement or Rule 144 or sold in a private
transaction in which the transferror's rights under Article II of this
Agreement are not assigned.

"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 (1) are then issued and
outstanding or (2) are issuable pursuant to then exercisable or convertible
securities.

"Registration Expenses" shall mean all expenses incurred by the
Company in complying with Sections 2.2, 2.3 and 2.4 hereof, including, without
limitation, all registration, filing and qualification fees, printing expenses,
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).

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

"Selling Expenses" shall mean all underwriting discounts, selling
commissions and stock transfer taxes applicable to the sale.

"Series C Preferred Qualified Public Offering" shall mean the sale of
the Company's Common Stock in a firm commitment, underwritten public offering
registered under the Securities Act (other than a registration relating solely
to a transaction under Rule 145 or such act (or any successor thereto) or to an
employee benefit plan of the Company), at a public offering price, with
aggregate gross proceeds to the Company and/or any selling stockholders which
equal

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or exceed $15,000,000; provided, however, that the number of shares sold in
such public offering shall not be less than fifteen percent (15%) of the
Company's Equity Securities outstanding immediately after such public offering.

"Shares" shall mean the Company's Series C Stock.

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

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

"Warrant Securities" means Common Stock of the Company issued or
issuable upon the exercise of warrants held by the Warrantholders as of the
date hereof.

II. REGISTRATION; RESTRICTIONS ON TRANSFER

2.1 Restrictions on Transfer.

(a) Each Holder agrees not to make any disposition of all
or any portion of the Registrable Securities unless and until the transferee
has agreed in writing for the benefit of the Company to be bound by the terms
of this Agreement and:

(i) There is then in effect a registration
statement under the Securities Act covering such proposed disposition and such
disposition is made in accordance with such registration statement; or

(ii) (A) Such Holder shall have notified the Company
of the proposed disposition and shall have furnished the Company with a
detailed statement of the circumstances surrounding the proposed disposition,
and (B) if reasonably requested by the Company, such Holder shall have
furnished the Company with an opinion of counsel, reasonably satisfactory to
the Company, that such disposition will not require registration of such shares
under the Securities Act. It is agreed that the Company will not require
opinions of counsel for transactions made pursuant to Rule 144 except in
unusual circumstances.

(iii) Notwithstanding the provisions of paragraphs
(i) and (ii) above, no such registration statement or opinion of counsel shall
be necessary for a transfer by a Holder which is (A) a partnership to its
partners in accordance with partnership interests, (B) a corporation to another
entity under common control with such corporation, or (C) to the Holder's
family member or trust for the benefit of an individual Holder, provided the
transferee agrees in writing to be subject to the terms of this Agreement to
the same extent as if he were an original Holder hereunder.

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(b) Each certificate representing the Shares or
Registrable Securities shall (unless otherwise permitted by the provisions of
the Agreement) be stamped or otherwise imprinted with a legend substantially
similar to the following (in addition to any legend required under applicable
state securities laws or as provided elsewhere in the Agreement):

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE OFFERED, SOLD OR
OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL
REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL OR BASED ON
OTHER WRITTEN EVIDENCE IN FORM AND SUBSTANCE SATISFACTORY TO THE
ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR
HYPOTHECATION IS IN COMPLIANCE THEREWITH.

(c) The Company shall be obligated to reissue promptly
unlegended certificates at the request of any holder thereof if the holder
shall have obtained an opinion of counsel (which counsel may be counsel to the
Company) reasonably acceptable to the Company to the effect that the securities
proposed to be disposed of may lawfully be so disposed of without registration,
qualification or legend.

(d) Any legend endorsed on an instrument pursuant to
applicable state securities laws and the stop-transfer instructions with
respect to such securities shall be removed upon receipt by the Company of an
order of the appropriate blue sky authority authorizing such removal.

2.2 Demand Registration.

2.2.1 Subject to the conditions of this Section 2.2, if the
Company shall receive at any time after the date two hundred seventy (270) days
following the effective date of the registration statement pertaining to the
initial public offering of the Company's common stock (the "Initial Offering"),
a written request from the Purchaser or from Holders (or any assignee pursuant
to Section 2.10 hereof) holding more than twenty percent (20%) of the
Registrable Securities then outstanding (the "20% Holders") (either of the
Purchaser or the 20% Holders is referred to herein as the "Initiating Holders")
that the Company file a registration statement under the Securities Act
covering the registration of all or any portion of the Registrable Securities,
then the Company shall, within fifteen (15) days of the receipt thereof, give
written notice of such request to all Holders, and subject to the limitations
of Section 2.2.2, effect, as soon as practicable, and in any event within
ninety (90) days of the receipt of such request the registration under the
Securities Act of all Registrable Securities that the Holders request to be
registered.

2.2.2 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 2.2 and the Company shall include such information in the written
notice referred to in Section 2.2.1. In such event, the right of any

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Holder to include her 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 enter into an
underwriting agreement in customary form with the underwriter or underwriters
selected for such underwriting by the Company (which underwriter or
underwriters shall be reasonably acceptable to a majority in interest of the
Initiating Holders). Notwithstanding any other provision of this Section 2.2,
if the underwriter advises the Company in writing that marketing factors
require a limitation of the number of securities to be underwritten (including
Registrable Securities) then the Company shall so advise all Holders of
Registrable Securities which would otherwise be underwritten pursuant hereto,
and the number of shares that may be included in the underwriting shall be
allocated to the Holders of such Registrable Securities on a pro rata basis
based on the number of Registrable Securities held by all such Holders
(including the Initiating Holders). Any Registrable Securities excluded or
withdrawn from such underwriting shall be withdrawn from the registration.

2.2.3 The Company shall not be obligated to effect more
than two (2) registrations demanded by Purchaser pursuant to this Section 2.2
nor more than two (2) registrations demanded by the 20% Holders pursuant to
this Section 2.2.

2.2.4 The Company shall not be required to effect a
registration pursuant to this Section 2.2 during the period starting with the
date of filing of, and ending on the date one hundred eighty (180) days
following the effective date of the registration statement pertaining to its
Initial Offering, provided that the Company is making reasonable and good faith
efforts to cause such registration statement to become effective. In addition,
the Company shall not be required to effect a registration pursuant to this
Section 2.2 if within thirty (30) days of receipt of a written request from
Initiating Holders pursuant to Section 2.2.1, the Company gives notice to the
Holders of the Company's intention to make a public offering of the Company's
Common Stock within ninety (90) days.

2.2.5 Notwithstanding the foregoing, if the Company shall
furnish to Holders requesting a registration statement pursuant to this Section
2.2, a certificate signed by the Chairman of the Board 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 such filing
for a period of not more than one hundred and twenty (120) days after receipt
of the request of the Initiating Holders; provided that such right to delay a
request shall be exercised by the Company no more than once in any one-year
period.

2.3 Piggyback Registrations. For purposes of Sections 2.3, 2.8,
2.9, 2.10, 2.11 and 2.13 only; "Registrable Securities" shall also be deemed to
include Warrant Securities and "Holder" shall also be deemed to include each
Warrantholder. The Company shall notify all Holders of Registrable Securities
in writing at least thirty (30) days prior to the filing of any registration
statement under the Securities Act for purposes of a public offering of
securities of

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the Company (including, but not limited to, registration statements relating to
secondary offerings of securities of the Company, but excluding registration
statements relating to employee benefit plans and corporate reorganizations)
and will afford each such Holder an opportunity to include in such registration
statement all or part of such Registrable Securities held by such Holder,
provided, that such notice shall not obligate the Company to file such
registration statement. Each Holder desiring to include in any such
registration statement all or any part of the Registrable Securities held by it
shall, within twenty (20) days after receipt of the above-described notice from
the Company, so notify the Company in writing. Such notice shall state the
intended method of disposition of the Registrable Securities by such Holder.
If a Holder decides not to include all of its Registrable Securities in any
registration statement thereafter filed by the Company, such Holder shall
nevertheless continue to have the right to include any Registrable Securities
in any subsequent registration statement or registration statements as may be
filed by the Company with respect to offerings of its securities, all upon the
terms and conditions set forth herein.

2.3.1 Underwriting. If the registration statement under
which the Company gives notice under this Section 2.3 is for an underwritten
offering, the Company shall so advise the Holders of Registrable Securities.
In such event, the right of any such Holder to be included in a registration
pursuant to this Section 2.3 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 Registrable Securities through such
underwriting shall enter into an underwriting agreement in customary form with
the underwriter or underwriters selected by the Company for such underwriting.
Notwithstanding any other provision of the Agreement, if the underwriter
determines in good faith that marketing factors require a limitation of the
number of shares to be underwritten, the number of shares that may be included
in the underwriting shall be allocated, first, to the Company; second, to the
Holders on a pro rata basis based on the total number of Registrable Securities
held by the Holders; and third, to any shareholder of the Company (other than a
Holder) on a pro rata basis. No such reduction shall reduce the securities
being offered by the Company for its own account to be included in the
registration and underwriting, except that in no event shall the amount of
securities of the Holders included in the registration be reduced below thirty
percent (30%) of the total amount of securities included in such registration,
unless such offering is the Initial Offering, in which event any or all of the
Registrable Securities of the Holders may be excluded in accordance with the
immediately preceding sentence. In no event will shares of any other selling
shareholder be included in such registration which would reduce the number of
shares which may be included by any Holders without the written consent of
Holders holding not less than a majority of the Registrable Securities proposed
to be sold in the offering.

2.4 Form S-3 Registration. In case the Company shall receive from
the Initiating Holders 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 Holders,
the Company will:

2.4.1 promptly give written notice of the proposed
registration, and any related qualification or compliance, to all other Holders
of Registrable Securities; and

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2.4.2 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
Initiating 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 fifteen (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 2.4: (i) if Form S-3 is not available for such offering by the Holders,
(ii) if the Initiating 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 of less than $1,000,000, (iii) if the Company
shall furnish to the Holders a certificate signed by the Chairman of the Board
of Directors 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 one
hundred one hundred twenty (120) days after receipt of the request of the
Initiating Holder or Holders under this Section 2.4, (iv) if the Company has,
within the twelve (12) month period preceding the date of such request, already
effected one (1) registration on Form S-3 for the Holders pursuant to this
Section 2.4, or (v) in any particular jurisdiction in which the Company would
be required to qualify to do business or to execute a general consent to
service of process in effecting such registration, qualification or compliance.
In addition, the Company shall not be required to effect a registration
pursuant to this Section 2.4 if within thirty (30) days receipt of a written
request from the Initiating Holders pursuant to this Section 2.4, the Company
gives notice to the Holders of the Company's intention to make a public
offering of the Company's Common Stock within ninety (90) days.

2.4.3 Subject to the foregoing, the Company shall file a
Form S-3 registration statement covering the Registrable Securities and other
securities so requested to be registered as soon as practicable and, in any
event, within ninety (90) days after receipt of the request or requests of the
Initiating Holders.

2.5 Expenses of Registration. All Registration Expenses incurred
in connection with any registration, qualification or compliance pursuant to
Section 2.2 or any registration under Section 2.3 or Section 2.4 herein shall
be borne by the Company. All Selling Expenses 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. The
Company shall not, however, be required to pay for the Registration Expenses of
any registration proceeding begun pursuant to Section 2.2 or 2.4, the request
of which has been subsequently withdrawn by the Initiating Holders unless (a)
the withdrawal is based upon material adverse information concerning the
Company of which the Initiating Holders were not aware at the time of such
request or (b) the Purchaser or the Holders of a majority of Registrable
Securities, as the case may be, agree to forfeit their right to one requested
registration pursuant to Section 2.2 in which event such right shall be
forfeited by the Purchaser or by all Holders). If the Purchaser or the

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Holders are required to pay the Registration Expenses, such expenses shall be
borne by the holders of securities (including Registrable Securities) requesting
such registration in proportion to the number of shares for which registration
was requested. If the Company is required to pay the Registration Expenses of a
withdrawn offering pursuant to Section 2.5, then the Purchaser or the Holders
shall not forfeit their rights pursuant to Section 2.2 to a demand registration.

2.6 Obligations of the Company. Whenever required to effect the
registration of any Registrable Securities, the Company shall, as expeditiously
as reasonably possible:

2.6.1 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 ninety (90)
days.

2.6.2 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.

2.6.3 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.

2.6.4 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.

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

2.6.6 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 not misleading in the light of the circumstances
then existing.

2.6.7 Furnish, at the request of a majority of the Holders
participating in the registration, on the date that such Registrable Securities
are delivered to the underwriters for sale, if such securities are being sold
through underwriters, or, if such securities are not being sold

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through underwriters, on the date that the registration statement with respect
to such securities becomes effective, (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 and reasonably satisfactory to a majority in interest of the
Holders requesting registration, addressed to the underwriters, if any, and to
the Holders requesting registration of Registrable Securities 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 and
reasonably satisfactory to a majority in interest of the Holders requesting
registration, addressed to the underwriters, if any, and to the Holders
requesting registration of Registrable Securities.

2.7 Termination of Registration Rights. All registration rights
granted under this Article II shall terminate and be of no further force and
effect seven (7) years after the date following the closing of the Company's
Initial Offering.

2.8 Delay of Registration; Furnishing Information.

(a) 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 Article II.

(b) It shall be a condition precedent to the obligations
of the Company to take any action pursuant to Article II that the selling
Holders shall furnish to the Company such information regarding themselves, the
Registrable Securities held by them and the intended method of disposition of
such securities as shall be required to effect the registration of their
Registrable Securities.

(c) The Company shall have no obligation with respect to
any registration requested pursuant to Section 2.2 or Section 2.4 if, due to
the operation of subsection 2.8(b), 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 Section 2.2 or Section
2.4, whichever is applicable.

2.9 Indemnification. In the event any Registrable Securities are
included in a registration statement under Sections 2.2, 2.3 or 2.4:

2.9.1 To the extent permitted by law, the Company will
indemnify and hold harmless each Holder, the partners, officers and directors
of each Holder, any underwriter (as defined in the Securities Act) for such
Holder and each person, if any, who controls such Holder or underwriter within
the meaning of the Securities 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 Securities Act,
the 1934 Act or other federal or state law, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out

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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 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 Securities Act, the 1934 Act, any
state securities law or any rule or regulation promulgated under the Securities
Act, the 1934 Act or any state securities law in connection with the offering
covered by such registration statement; and the Company will reimburse each
such Holder, partner, officer or director, underwriter or controlling person
for 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 Section 2.9.1
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 such
Holder, partner, officer, director, underwriter or controlling person of such
Holder.

2.9.2 To the extent permitted by law, each selling Holder
will indemnify and hold harmless the Company, each of its directors, each of
its officers, each person, if any, who controls the Company within the meaning
of the Securities Act, any underwriter and any other Holder selling securities
under such registration statement or any of such other Holder's partners,
directors or officers or any person who controls such Holder, against any
losses, claims, damages or liabilities (joint or several) to which the Company
or any such director, officer, controlling person, underwriter or other such
Holder, or partner, director, officer or controlling person of such other
Holder may become subject under the Securities Act, the 1934 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 under an instrument duly executed by such Holder and stated to be
specifically for use in connection with such registration; and each such Holder
will reimburse any legal or other expenses reasonably incurred by the Company
or any such director, officer, controlling person, underwriter or other Holder,
or partner, officer, director or controlling person of such other Holder in
connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that the indemnity agreement contained
in this Section 2.9.2 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 2.9
exceed the net proceeds from the offering received by such Holder.

2.9.3 Promptly after receipt by an indemnified party under
this Section 2.9 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

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Section 2.9, 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 parties; 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 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
2.9, 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 2.9.

2.9.4 If the indemnification provided for in this Section
2.9 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 Violation 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.

2.9.5 The foregoing indemnity agreements of the Company and
Holders are subject to the condition that, insofar as they relate to any
Violation made in a preliminary prospectus but eliminated or remedied in the
amended prospectus on file with the SEC at the time the registration statement
in question becomes effective or the amended prospectus filed with the SEC
pursuant to SEC Rule 424(b) (the "Final Prospectus"), such indemnity agreement
shall not inure to the benefit of any person if a copy of the Final Prospectus
was furnished to the indemnified party and was not furnished to the person
asserting the loss, liability, claim or damage at or prior to the time such
action is required by the Securities Act.

2.9.6 The obligations of the Company and Holders under this
Section 2.9 shall survive the completion of any offering of Registrable
Securities in a registration statement, and otherwise.

2.10 Assignment of Registration Rights. The rights to cause the
Company to register Registrable Securities pursuant to this Article II may be
assigned by a Holder to a transferee or assignee of Registrable Securities;
provided, however, that no such transferee or assignee shall be

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entitled to registration rights under Sections 2.2, 2.3 or 2.4 hereof unless it
acquires at least the greater of ten percent (10%) of such Holder's Registrable
Securities or twenty-five thousand (25,000) shares of Registrable Securities
(as adjusted for stock splits and combinations) and the Company shall, within
twenty (20) days after such transfer, be 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. Notwithstanding the
foregoing, rights to cause the Company to register securities may be assigned
to any subsidiary, parent, general partner or limited partner of a Holder.

2.11 Amendment of Registration Rights. Any provision of this
Article II 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 (i) the Company, (ii) the
Holders of at least a majority of the Registrable Securities then outstanding,
(iii) the Holders of at least a majority of the Registrable Securities held by
the purchasers of the Series B Preferred Stock, and (iv) the Purchaser. Any
amendment or waiver effected in accordance with this Section 2.11 shall be
binding upon each Holder and the Company. By acceptance of any benefits under
this Article II, Holders of Registrable Securities hereby agree to be bound by
the provisions hereunder.

2.12 Limitation on Subsequent Registration Rights. After the date
of this Agreement, the Company shall not, without the prior written consent of
(i) the Holders of at least a majority of the Registrable Securities then
outstanding, (ii) the Holders of at least a majority of the Registrable
Securities held by the purchasers of the Series B Preferred Stock and (iii) the
Purchaser, enter into any agreement with any holder or prospective holder of
any securities of the Company providing for the granting to such holder of
registration rights superior or equal to those granted to the Holders pursuant
to this Section 2, or of registration rights which might cause a reduction in
the number of shares includable by the Holders in any offering pursuant to
Sections 2.2, 2.3 or 2.4.

2.13 "Market Stand-Off" Agreement. If requested by the Company and
an underwriter of Common Stock (or other securities) of the Company, a Holder
shall not sell or otherwise transfer or dispose of any Common Stock (or other
securities) of the Company held by such Holder (other than those included in
the registration) for a period specified by the underwriters not to exceed one
hundred eighty (180) days following the effective date of a registration
statement of the Company filed under the Securities Act relating to the Initial
Offering, provided that all officers, key employees, and directors of the
Company and all holders holding 2% or more of the outstanding Common Stock of
the Company enter into similar agreements (including Common Stock issuable upon
the exercise or conversion of outstanding securities).

The obligations described in this Section 2.13 shall not apply to a
registration relating solely to employee benefit plans on Form S-1 or Form S-8
or similar forms that may be promulgated in the future, or a registration
relating solely to a Commission Rule 145 transaction on Form S-4 or similar
forms that may be promulgated in the future. The Company may impose
stop-transfer instructions with respect to the shares (or securities) subject
to the foregoing restriction until the end of said one hundred eighty (180) day
period.

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III. COVENANTS OF THE COMPANY

3.1 Basic Financial Information and Reporting.

3.1.1 The Company will maintain true books and records of
account in which full and correct entries will be made of all its business
transactions pursuant to a system of accounting established and administered in
accordance with generally accepted accounting principles consistently applied,
and will set aside on its books all such proper accruals and reserves as shall
be required under generally accepted accounting principles consistently
applied.

3.1.2 The Company will furnish each of CVM, CIF, each
Series A Holder, each Series B Holder and the Purchaser (the "Shareholders") as
soon as practicable after the end of each fiscal year of the Company, and in
any event within 90 days thereafter, a balance sheet of the Company, as at the
end of such fiscal year, and a statement of income and a statement of cash
flows of the Company, for such year, all prepared in accordance with generally
accepted accounting principles and setting forth in each case in comparative
form the figures for the previous fiscal year, all in reasonable detail. Such
financial statements shall be accompanied by a report and opinion thereon by
independent public accountants of national standing selected by the Company's
Board of Directors.

3.1.3 The Company will furnish each Shareholder as soon as
practicable after the end of each month, and in any event within 30 days
thereafter, a balance sheet, as at the end of such month and a statement of
income, all prepared in accordance with generally accepted accounting
principles.

3.1.4 The Company will furnish each Shareholder (i) at
least thirty (30) days prior to the beginning of each fiscal year an annual
budget of sales and expenses for such fiscal year; and (ii) within twenty (20)
days after the end of each month, an unaudited balance sheet and statements of
income and cash flows, prepared in accordance with generally accepted
accounting principles, with the exception that no notes need be attached to
such statements and year-end audit adjustments may not have been made, but such
statement shall set forth applicable budget figures and variances from budget.

3.1.5 The Company will furnish each Shareholder with such
other financial information as such Shareholder may reasonably request;
provided, however, that the Company shall not be obligated under this
Subsection 3.1.5 with respect to information which the Board of Directors
determines in good faith is confidential and should not, therefore, be
disclosed.

3.2 Inspection Rights. Each Shareholder shall have the right to
visit and inspect any of the properties of the Company or any of its
subsidiaries, and to discuss the affairs, finances and accounts of the Company
or any of its subsidiaries with its officers, all at such reasonable times and
as often as may be reasonably requested; provided, however, that the Company
shall not be obligated under this Section 3.2 with respect to a competitor of
the Company or with respect to information which the Board of Directors
determines in good faith is confidential and should not, therefore, be
disclosed.

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3.3 Confidentiality. Each Shareholder agrees that it will keep
confidential and will not disclose or divulge any confidential, proprietary or
secret information which such Shareholder may obtain from the Company, and
which the Company has prominently marked "confidential", "proprietary" or
"secret" or has otherwise identified as being such or if due to its character
or nature, a reasonable person in a like position and under like circumstances
would treat the information as confidential, proprietary or secret, pursuant to
financial statements, reports and other materials submitted by the Company as
required hereunder, or pursuant to visitation or inspection rights granted
hereunder unless such information (i) is or becomes known to the Shareholder
from a source other than the Company which, to such Shareholder's knowledge, is
not under any confidentiality obligation, whether imposed by law or contract
(ii) is or becomes publicly known without any breach of this Section 3.3, (iii)
unless the Company gives its written consent to the Shareholder's release of
such information, except that no such written consent shall be required (and
Shareholder shall be free to release such information) if such information is
to be provided to a Shareholder's counsel or accountant, or to an officer,
director or partner of a Shareholder, provided that the Shareholder shall
inform the recipient of the confidential nature of such information, and shall
instruct the recipient to treat the information as confidential, or (iv) is
required by court order.

3.4 Reservation of Common Stock. The Company will at all times
reserve and keep available, solely for issuance and delivery upon the
conversion of the Shares, all Common Stock issuable from time to time upon such
conversion.

3.5 Board of Directors. The Board shall meet at least once each
three-month period. The Directors shall be paid their travel and lodging
expenses, if any, of attendance at each meeting of the Board of Directors and
each meeting of any committee of the Board which he is a member.

3.6 Termination of Covenants. Except for covenants in Sections
3.3 and 3.5, all covenants of the Company contained in Article III of this
Agreement shall expire and terminate as to each Shareholder immediately after
the time of effectiveness of the Company's Initial Offering.

3.7 Amendment and Waiver. This Article III may be amended
modified or waived only upon the written consent of (i) the Company, (ii) the
Holders of at least a majority of the shares of Common Stock (including Common
Stock issuable upon the exercise or conversion of outstanding securities of the
Company) held by the Shareholders, (iii) the Holders of at least a majority of
the Shares of Common Stock held by the purchasers of the Series B Preferred
Stock, and (iv) the Purchaser.

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IV. RIGHTS OF FIRST REFUSAL

4.1 Subsequent Offerings. The Purchaser, CVM, CIF and each of the
Warrantholders (for purposes of this Article IV, each of CVM, CIF and each of
the Warrantholders is referred to as a "Right Holder") shall have a right of
first refusal to purchase its pro rata share of all Equity Securities that the
Company may, from time to time, propose to sell and issue after the date of
this Agreement, other than the Equity Securities excluded by Section 4.7
hereof. The Purchaser's and each Right Holder's pro rata share, for purposes
of this right of first refusal, is equal to the ratio of the number of Equity
Securities (including all shares of Common Stock issued or issuable upon
conversion or exercise of the Equity Securities) which the Purchaser and such
Right Holder are deemed to be a holder immediately prior to the issuance of
such Equity Securities to the total number of Equity Securities then
outstanding (including all shares of Common Stock issued or issuable upon
conversion or exercise of the Equity Securities).

4.2 Exercise of Rights. If the Company proposes to issue any
Equity Securities, it shall give the Purchaser and each Right Holder written
notice of its intention, describing the Equity Securities, the price and the
terms and conditions upon which the Company proposes to issue the same. The
Purchaser and each Right Holder shall have fifteen (15) days from the giving of
such notice to agree to purchase its pro rata share of the Equity Securities
for the price and upon the terms and conditions specified in the notice by
giving written notice to the Company and stating therein the quantity of Equity
Securities to be purchased. If, upon the expiration of such notice period,
each Right Holder has not purchased its pro rata share of the Equity Securities
upon the terms and conditions specified in the notice, then the Company shall
notify the Purchaser of the amount of Equity Securities not purchased by the
Right Holders. The Purchaser shall have twenty-four (24) hours from the
receipt of such notice to purchase the Equity Securities not purchased by the
Right Holders; provided, however, that any such purchase of the Equity
Securities not purchased by the Right Holders may not result in the Purchaser's
total ownership of Equity Securities exceeding twenty-five percent (25%) of
the Equity Securities outstanding after such purchase. Notwithstanding the
foregoing, the Company shall not be required to offer or sell such Equity
Securities to the Purchaser or any Right Holder who would cause the Company to
be in violation of applicable federal securities laws by virtue of such offer
or sale.

4.3 Termination of Rights of First Refusal. The rights of first
refusal of the Right Holders established by this Article IV shall terminate
upon the closing of the Company's Initial Offering. The rights of first
refusal of the Purchaser established by this Article IV shall terminate upon
the closing of the sale of the Company's Common Stock in the Series C Preferred
Qualified Public Offering.

4.4 Issuance of Equity Securities to Other Persons. If the
Purchaser or the Right Holders fail to exercise the rights of first refusal,
the Company shall have one hundred twenty (120) days thereafter to sell the
Equity Securities in respect of which the Purchaser's rights or the Right
Holders' rights were not exercised, at a price and upon terms and conditions no
more favorable to the purchasers thereof than specified in the Company's notice
to the Purchaser or the Right Holders pursuant to Section 4.2 hereof. If the
Company has not sold such Equity

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Securities within such one hundred twenty (120) days, the Company shall not
thereafter issue or sell any Equity Securities, without first offering such
securities to the Purchaser or the Right Holders in the manner provided above.
Notwithstanding the foregoing, in the event the Company proposes to sell Equity
Securities (other than Equity Securities excluded by Section 4.7 hereof) to a
Competitor of Purchaser, the Company shall provide to the Purchaser written
notice of its intention, describing each party to whom it proposes to sell such
securities. The Purchaser shall have fifteen (15) days from the receipt of
such notice to give written notice of its objection to such sale. If the
written notice of objection is given and received as herein provided, the
Company shall not proceed with such sale. If the written notice of objection
is not given and received as herein provided, the sale may proceed as proposed
provided that all other requirements of this Article IV are satisfied. For
purposes of this Section 4.4, "Competitor" shall mean any person involved in
the provision and management of billing and customer care solutions for the
communications industry as listed on Exhibit A attached hereto. Purchaser
reserves the right to update such exhibit from time to time in its sole
discretion to reflect additions to or deletions of Competitors from such
exhibit until the earlier of (a) the termination of the Option or (b) the last
day of the twelfth month following the date of the closing of the sale of the
Series C Stock and not any Subsequent Series. Upon the occurrence of the
earlier of such events until the closing of the Series C Preferred Qualified
Public Offering, such exhibit shall be amended from time to time only upon the
mutual agreement of the Company and the Purchaser to add other entities that
are Competitors. The right of the Purchaser to object to a sale as provided in
this paragraph shall expire and be of no further force and effect upon the
closing of the Series C Preferred Qualified Public Offering.

4.5 Sales by Management Shareholders.

(a) The Purchaser shall have a right of first refusal to
purchase all Equity Securities that an officer of the Company, who owns as of
the date hereof the equivalent of greater than 100,000 Equity Securities On A
Fully Diluted Basis ("Management Shareholder"), from time to time, proposes to
sell after the date of this Agreement.

(b) If a Management Shareholder proposes to sell any
Equity Securities to any third party non-employee in an arms-length transaction
for value, he shall give the Purchaser written notice of his intention,
describing the Equity Securities, the price and the terms and conditions upon
which such Management Shareholder proposes to sell the same. The Purchaser
shall have fifteen (15) days from the giving of such notice to agree to
purchase all such Equity Securities for the price and upon the terms and
conditions specified in the notice by giving written notice to such Management
Shareholder. Notwithstanding the foregoing, a Management Shareholder shall not
be required to offer or sell such Equity Securities to the Purchaser if it
would cause the Company or a Management Shareholder to be in violation of
applicable federal securities laws by virtue of such offer or sale.

4.6 Transfer of Rights of First Refusal. The rights of first
refusal of the Purchaser and each Right Holder under this Article IV may be
transferred to any constituent partner or affiliate of the Purchaser or such
Right Holder, respectively, to any successor in interest to all or
substantially all the assets of the Purchaser or such Right Holder,
respectively, or to a transferee

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who acquires the greater of ten percent (10%) of the Purchaser's or Right
Holder's, respectively, Common Stock (including shares convertible or
exercisable into Common Stock) or twenty-five thousand (25,000) shares (as
adjusted for stock splits, combinations and the like) of Common Stock
(including shares convertible or exercisable into Common Stock) provided that
such transferee agrees in writing to be bound by the provisions of this
Agreement.

4.7 Excluded Securities. The rights of first refusal established
by this Article IV shall have no application to any of the following Equity
Securities:

4.7.1 shares of Common Stock (and/or options, warrants or
other Common Stock purchase rights issued pursuant to such options, warrants or
other rights) issued or to be issued to employees, officers or directors of, or
consultants or advisors to the Company or any subsidiary, pursuant to stock
purchase or stock option plans or other arrangements that are approved by the
Board;

4.7.2 stock issued pursuant to any rights, agreements,
options or warrants outstanding as of the date of this Agreement and stock
issued pursuant to any such rights, agreements, options or warrants granted
after the date of this Agreement, provided that the rights of first refusal
established by this Article IV applied with respect to the initial sale or
grant by the Company of such rights, agreements, options or warrants;

4.7.3 any Equity Securities issued for consideration other
than cash pursuant to a merger, consolidation, acquisition or similar business
combination;

4.7.4 any Equity Securities that are issued by the Company
as part of an underwritten public offering referred to in Section 4.3 hereof;

4.7.5 shares of Common Stock issued in connection with any
stock split, stock dividend or recapitalization by the Company;

4.7.6 shares of Common Stock issued upon conversion of the
Series A Preferred Stock or the Series B Preferred Stock; and

4.7.7 any Equity Securities issued pursuant to any
equipment leasing arrangement, bank financing, licenses or nonfinancial
business arrangements.

4.8 Waiver of Rights of First Refusal. Except as otherwise
expressly provided, the obligations of the Company and the rights of the
Purchaser and the Right Holders under this Article IV may be waived only with
the written consent of (i) the Company, (ii) the holders of a majority of all
Equity Securities held by the Right Holders and (iii) the Purchaser.

V. CO-SALE RIGHTS

5.1 Major Shareholders' Notice of Purchase Offers. In the event
that Xxxx X. Xxxxxxx and/or CVM (the "Major Shareholders") from time to time
propose to accept a bona fide offer

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(the "Purchase Offer") from any persons to purchase any shares of Common Stock
(as such number may be adjusted for any stock, dividends, combinations or stock
splits with respect to such shares) from the Major Shareholder(s), then the
Major Shareholder(s) shall promptly notify Purchaser and each Series A Holder
and Series B Holder of the terms and conditions of such Purchase Offer.

5.2 Right to Participate. The Purchaser and the Series A Holders
and Series B Holders shall have the right to participate pro rata in the Major
Shareholder's sale of Common Stock on the same terms and conditions provided
Purchaser and each participating Series A Holder and Series B Holder provide
written notice to the Major Shareholder(s) within 15 business days after
receipt of a notice of the Purchase Offer. To the extent that one or more of
Purchaser or Series A Holder or Series B Holder exercises such right of
participation, the number of shares of Common Stock that the Major
Shareholder(s) may sell pursuant to such Purchase Offer shall be
correspondingly reduced as provided herein. Any such reduction shall be
allocated among the Major Shareholder(s) in proportion to the number of shares
of each subject to the Purchase Offer. The rights of participation of the
Purchaser and/or Series A Holder and/or Series B Holder shall be subject to the
following terms and conditions:

(a) Purchaser, if participating, and each
participating Series A Holder and Series B Holder may sell all or any part of
that number of shares of Common Stock equal to the product obtained by
multiplying (i) the aggregate number of shares of Common Stock covered by the
Purchase Offer by (ii) a fraction the numerator of which is the number of
shares of Common Stock at the time owned by Purchaser or such Series A Holder
or Series B Holder and the denominator of which is the combined number of
shares of Common Stock at the time owned by the Major Shareholder(s) and
Purchaser, if participating, and all participating Series A Holders and Series
B Holders (including shares transferred to Permitted Transferees as defined and
in the manner described below).

(b) Purchaser, if participating. or each
participating Series A Holder or Series B Holder may participate in the sale by
delivering to the Major Shareholder(s) for transfer to the offeror one or more
certificates, properly endorsed for transfer, which represent the number of
shares of Common Stock which Purchaser and each Series A Holder and Series B
Holder elects to sell pursuant to this Section 5.2.

5.3 Consummation of Sale. The stock certificate or certificates
which Purchaser, if participating, and each participating Series A Holder and
Series B Holder delivers to the Major Shareholder(s) pursuant to Section 5.2
shall be transferred by the Major Shareholder(s) pursuant to the Purchase Offer
in consummation of the sale of the Common Stock pursuant to the terms and
conditions in the notice to the Purchaser and Series A Holder and Series B
Holder described in Section 5.1, and the Major Shareholder(s) shall arrange for
Purchaser and each participating Series A Holder and Series B Holder to be paid
by the purchaser or an independent agent at the same time and on the same terms
and conditions as the Major Shareholder(s).

5.4 Permitted Exemptions. The participation of the Purchaser
and/or Series A Holder and/or Series B Holder shall not apply to (a) any pledge
of Common Stock made by a Major

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Shareholder pursuant to a bona fide loan transaction which creates a mere
security interest, (b) any transfer to the Company pursuant to a written
agreement between the Company and a Major Shareholder providing for the right
of such repurchase or to a Major Shareholder's ancestors or descendants or
spouse or to a trustee for their benefit, (c) any transfer to an entity
controlled by such Major Shareholder, (d) any transfer to another Major
Shareholder, or (e) any bona fide gift or bargain sale; provided that (i) the
Major Shareholder(s) shall inform the Purchaser and Series A Holders and Series
B Holders, as appropriate, of such pledge, transfer or gift prior to effecting
it and (ii) the pledgee, transferee or donee (other than a charitable
organization not related to the Major Shareholder(s)) (collectively, the
"Permitted Transferees") shall furnish the Purchaser and Series A Holders and
Series B Holders, as appropriate, with a written agreement to be bound by and
comply with all provisions of this Section 5 applicable to the Major
Shareholder(s). Further, the provisions of this Section 5 shall not apply to
any registered offering of the Common Stock or to any sale to the Company under
agreements providing for the purchase by the Company of Common Stock upon
specified events such as the termination of employment, or failure to satisfy
vesting or performance requirements.

5.5 Payment of Expenses. If Purchaser or any Series A Holder or
Series B Holder participates in any sale under this Section 5, he shall bear a
portion of the expenses incurred by the Major Shareholder(s) in such sale
(including without limitations legal and accounting fees) equal to the number
of shares of Common Stock sold by such Purchaser or Series A Holder or Series B
Holder divided by the total number of shares of Common Stock sold in the sale.

5.6 Termination of Co-Sale Rights.

(a) The rights of the Purchaser and Series A Holders and
Series B Holders under this Article V and the obligations of the Major
Shareholder(s) with respect to the Purchaser and Series A Holders and Series B
Holders shall terminate as to a Major Shareholder, at such time as the Major
Shareholder shall no longer be the owner of at least 7.5% of the issued and
outstanding shares of capital stock of the Company.

(b) Unless sooner terminated in accordance with Section
5.6(a), the rights of the Purchaser or Series A Holder or Series B Holder under
this Section 5 shall terminate upon the occurrence of any one of the following
events:

(i) the liquidation, dissolution or
indefinite cessation of the business operations of the Company;

(ii) the execution by the Company of a
general assignment for the benefit of creditors or the appointment of a
receiver or trustee to take possession of the property and assets of the
Company; or

(iii) the consummation of an underwritten
public offering of the Company's Common Stock registered under the 1933 Act
other than a registration relating solely to Rule 145 of such Act.

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5.7 Legend. The Company agrees to cause the certificates
representing shares of Common Stock now or hereafter owned by the Major
Shareholders or issued to any Permitted Transferee to be endorsed with the
following legend:

"THE SALE OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS
CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF CERTAIN
CO-SALE RIGHTS PURSUANT TO AN AGREEMENT BY AND BETWEEN THE
SHAREHOLDER AND CERTAIN HOLDERS OF PREFERRED STOCK OF THE
CORPORATION. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON
WRITTEN REQUEST TO THE SECRETARY OF THE CORPORATION."

Such legend shall be removed upon termination of the co-sale rights in
accordance with the provisions of this Article V.

5.8 Minor Management Shareholders' Notice of Purchase Offers. In
the event that any officer of the Company, other than Xxxx X. Xxxxxxx, owns as
of the date hereof the equivalent of greater than 100,000 Equity Securities On
A Fully Diluted Basis (the "Minor Management Shareholders") from time to time
proposes to accept a bona fide offer (the "Purchase Offer") from any persons to
purchase any shares of Common Stock (as such number may be adjusted for any
stock, dividends, combinations or stock splits with respect to such shares)
from the Minor Management Shareholder(s), then the Minor Management
Shareholder(s) shall promptly notify Purchaser of the terms and conditions of
such Purchase Offer.

5.9 Right to Participate. The Purchaser shall have the right to
participate pro rata in the Minor Management Shareholder's sale of Common Stock
on the same terms and conditions provided Purchaser provides written notice to
the Minor Management Shareholder(s) within 15 business days after receipt of a
notice of the Purchase Offer. To the extent that Purchaser exercises such
right of participation, the number of shares of Common Stock that the Minor
Management Shareholder(s) may sell pursuant to such Purchase Offer shall be
correspondingly reduced as provided herein. Any such reduction shall be
allocated among the Minor Management Shareholder(s) in proportion to the number
of shares of each subject to the Purchase Offer. The rights of participation
of the Purchaser shall be subject to the following terms and conditions:

(a) Purchaser may sell all or any part of that
number of shares of Common Stock equal to the product obtained by multiplying
(i) the aggregate number of shares of Common Stock covered by the Purchase
Offer by (ii) a fraction the numerator of which is the number of shares of
Common Stock at the time owned by Purchaser and the denominator of which is the
combined number of shares of Common Stock at the time owned by the Minor
Management Shareholder(s) and Purchaser (including shares transferred to
Permitted Transferees as defined and in the manner described below).

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(b) Purchaser may participate in the sale by
delivering to the Minor Management Shareholder(s) for transfer to the offeror
one or more certificates, properly endorsed for transfer, which represent the
number of shares of Common Stock which Purchaser elects to sell pursuant to
this Section 5.9.

5.10 Consummation of Sale. The stock certificate or certificates
which Purchaser delivers to the Minor Management Shareholder(s) pursuant to
Section 5.9 shall be transferred by the Minor Management Shareholder(s)
pursuant to the Purchase Offer in consummation of the sale of the Common Stock
pursuant to the terms and conditions in the notice to the Purchaser described
in Section 5.8, and the Minor Management Shareholder(s) shall arrange for
Purchaser to be paid by the purchaser or an independent agent at the same time
and on the same terms and conditions as the Minor Management Shareholder(s).

5.11 Permitted Exemptions. The participation of the Purchaser
shall not apply to (a) any pledge of Common Stock made by a Minor Management
Shareholder pursuant to a bona fide loan transaction which creates a mere
security interest, (b) any transfer to the Company pursuant to a written
agreement between the Company and a Minor Management Shareholder providing for
the right of such repurchase or to a Minor Management Shareholder's ancestors
or descendants or spouse or to a trustee for their benefit, (c) any transfer to
an entity controlled by such Minor Management Shareholder, (d) any transfer to
another Minor Management Shareholder, or (e) any bona fide gift or bargain
sale; provided that (i) the Minor Management Shareholder(s) shall inform the
Purchaser of such pledge, transfer or gift prior to effecting it and (ii) the
pledgee, transferee or donee (other than a charitable organization not related
to the Minor Management Shareholder(s)) (collectively, the "Permitted
Transferees") shall furnish the Purchaser with a written agreement to be bound
by and comply with all provisions of this Section 5 applicable to the Minor
Management Shareholder(s). Further, the provisions of this Section 5 shall not
apply to any registered offering of the Common Stock or to any sale to the
Company under agreements providing for the purchase by the Company of Common
Stock upon specified events such as the termination of employment, or failure
to satisfy vesting or performance requirements.

5.12 Payment of Expenses. If Purchaser participates in any sale
under this Section 5, it shall bear a portion of the expenses incurred by the
Minor Management Shareholder(s) in such sale (including without limitation
legal and accounting fees) equal to the number of shares of Common Stock sold
by Purchaser divided by the total number of shares of Common Stock sold in the
sale.

5.13 Termination of Co-Sale Rights.

(a) The rights of the Purchaser under this Section 5 and
the obligations of the Minor Management Shareholder(s) with respect to the
Purchaser shall terminate as to a Minor Management Shareholder, at such time as
the Minor Management Shareholder shall no longer be the owner of at least the
equivalent of greater than 100,000 of the Equity Securities On A Fully Diluted
Basis.

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(b) Unless sooner terminated in accordance with Section
5.13(a), the rights of the Purchaser under this Section 5 shall terminate upon
the occurrence of any one of the following events:

(i) the liquidation, dissolution or
indefinite cessation of the business operations of the Company;

(ii) the execution by the Company of a
general assignment for the benefit of creditors or the appointment of a
receiver or trustee to take possession of the property and assets of the
Company; or

(iii) the consummation of an underwritten
public offering of the Company's Common Stock registered under the 1933 Act
other than a registration relating solely to Rule 145 of such Act.

5.14 Legend. The Company agrees to cause the certificates
representing shares of Common Stock now or hereafter owned by the Minor
Management Shareholders or issued to any Permitted Transferee to be endorsed
with the following legend:

Such legend shall be removed upon termination of the co-sale rights in
accordance with the provisions of this Article V.

VI. OPTION TO PURCHASE SECURITIES

6.1 Option. The Company hereby grants to the Purchaser, and the
Purchaser hereby accepts, an option (the "Option") to purchase on a one time
basis up to that number of shares (calculated On A Fully Diluted Basis) of a
subsequent series of the Company's Preferred Stock (the "Subsequent Series") as
shall equal N in the following equation:

((X + N) (Y%)) - E = N, where Y% shall be treated as a fraction
expressed in decimal notation (i.e., where Y% = 25%, Y% shall equal .25).

Where,

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X = the number of Equity Securities On A Fully Diluted Basis
outstanding immediately prior to the closing of the sale of the shares pursuant
to the exercise of the Option.

N = the number of shares to be purchased pursuant to the exercise of
the Option.

Y% = that percent of the Equity Securities which will be owned by the
Purchaser immediately after the closing of the sale of the shares pursuant to
the exercise of the Option based on the Equity Securities outstanding On A
Fully Diluted Basis immediately after the closing of the sale of the shares
pursuant to the exercise of the Option, provided, however, that Y% (i.e., the
Purchaser's aggregate ownership of Equity Securities) shall not exceed
twenty-five percent (25%).

E = that number of Equity Securities owned by the Purchaser
immediately prior to the closing of the sale of the shares pursuant to the
exercise of the Option.

Example: ((100,000 + N)(25%)) - 10,000 = N; N = 20,000

The Subsequent Series shall have substantially the same attributes and
terms as the Company's Series C Stock but at a purchase price and with all
related terms associated with such price reflecting the purchase price of such
Subsequent Series (the "Subsequent Series Purchase Price"). The Subsequent
Series Purchase Price per share shall be equal to P in the following equation:

(($562,963)(Y% - E/X))/N = P; where, (Y% - E/X) shall be treated as a
whole number (i.e., where Y% = 25% and E/X = 10%, (Y%-E/X) shall equal 15).

Example: (($562,963) (25% - 10,000/100,000))/20,000 = P; P= 422.22
per share.

The Option shall begin on the date of the closing of the sale of the
Series C Stock and shall terminate (unless earlier exercised) upon the last day
of the twelfth (12th) month following such date; provided, however, that in the
event the Company engages an underwriter to proceed in good faith to underwrite
a public offering of securities of the Company and in any event no later than
the initial organizational meeting of such underwritten public offering, the
Purchaser and the Company shall mutually agree within fourteen (14) days of the
Purchaser's receipt of written notice of such event from the Company upon the
date and time of the exercise of the Option, and if the Option is not exercised
upon the date and time as mutually agreed, the Option shall terminate. The
closing of the sale of the shares pursuant to the exercise of the Option shall
take place on or before the twenty-first (21st) day after the exercise of the
Option. On or before such closing the Company and the Purchaser shall enter
into a stock purchase agreement substantially similar to the Series C Preferred
Stock Purchase Agreement and the Company shall file a Certificate of
Designations designating the Subsequent Series. To exercise the Option,
Purchaser shall provide written notice of such exercise to the Company's
President and Chief Executive Officer at the Company's principal business
office as otherwise required by Section 7.7. The Option is not assignable or
transferable. Any attempted assignment or transfer shall be void.

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6.2 Automatic Amendment of this Agreement Pursuant to Closing of
Option Sale. Upon the closing of the sale of the shares pursuant to the
exercise of the Option, this Agreement shall be automatically amended as
follows: the definition of "Shares" in Section 1.1 of the Agreement shall mean
all shares of the Company's Series C Stock and all shares of the Subsequent
Series sold pursuant to the exercise of the Option.

VII. MISCELLANEOUS

7.1 Governing Law. This Agreement shall be governed by and
construed under the laws of the State of Colorado as applied to agreements
among Colorado residents entered into and to be performed entirely within
Colorado.

7.2 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. All statements as to
factual matters contained in any certificate or other instrument delivered by
or on behalf of the Company pursuant hereto in connection with the transactions
contemplated hereby shall be deemed to be representations and warranties by the
Company hereunder solely as of the date of such certificate or instrument.

7.3 Successors and Assigns. Except as otherwise expressly
provided herein, this Agreement, and the rights and obligations hereunder, may
not be assigned by any party hereto without the prior written consent of the
Company and the holders of at least a majority in interest of the Shares. The
provisions hereof shall inure to the benefit of, and be binding upon, the
successors, permitted assigns, heirs, executors, and administrators of the
parties hereto; provided, however, that prior to the receipt by the Company of
adequate written notice of the transfer of any Registrable Securities
specifying the full name and address of the transferee, the Company may deem
and treat the person listed as the holder of such shares in its records as the
absolute owner and holder of such shares for all purposes, including the
payment of dividends or any redemption price.

7.4 Separability. 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.

7.5 Entire Agreement; Amendments, Modifications and Waivers.

7.5.1 This Agreement constitutes the entire agreement of
the parties with respect to the subject matter hereof.

7.5.2 Except as otherwise expressly provided, this
Agreement may be amended or modified only upon the written consent of (i) the
Company, (ii) the Holders of at least a majority of the Registrable Securities
then outstanding, (iii) the Holders of at least a majority of the Registrable
Securities held by the Series B Holders, (iv) the Purchaser, (v) only with
respect

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to Section 4.5, the holders of at least a majority of the Equity Securities
held by the Management Shareholders, and (vi) only with respect to Article V,
the holders of at least a majority of the Equity Securities held by the Major
Shareholders and the Minor Management Shareholders.

7.5.3 Except as otherwise expressly provided, the
obligations of the Company and the rights of the Holders under this Agreement
may be waived only with the written consent of the (i) Company, (ii) the
Holders of at least a majority of the Registrable Securities, and (iii) the
Purchaser.

7.5.4 This Agreement (i) deletes and supersedes that
certain Registration Rights Agreement dated as of November 1, 1991, as amended
on March 25, 1992, among the Company, CVM and CIF, (ii) amends and restates
that certain Registration Rights Agreement, dated as of January 24, 1994, as
amended on March 31, 1994, among the Company and certain investors, (iii)
deletes and supersedes certain rights contained in Sections 7 and 8 of both
that certain Stock Purchase Agreement, dated as of November 1, 1991, among the
Company, CVM and certain shareholders of the Company and that certain Stock
Purchase Agreement, dated as of March 25, 1992, among the Company, CIF and
certain shareholders of the Company, (iv) deletes and supersedes certain rights
contained in Sections 8, 9 and 10 in that certain Series A Convertible
Preferred Stock Purchase Agreement, dated as of January 24, 1994, as amended
March 31, 1994, among the Company and certain investors, and (v) terminates
Section 9 of that certain Stock Purchase Agreement, dated as of November 1,
1991, among the Company, CVM and certain shareholders of the Company.

7.5.5 This Agreement amends and restates in its entirety
that certain Investors Rights' Agreement, dated as of March 2, 1995.

7.6 Delays or Omissions. It is agreed that no delay or omission
to exercise any right, power, or remedy accruing to any party hereto, upon any
breach, default or noncompliance of any other party hereto under this Agreement
shall impair any such right, power, or remedy, nor shall it be construed to be
a waiver of any such breach, default or noncompliance, or any acquiescence
therein, or of any similar breach, default or noncompliance thereafter
occurring. It is further agreed that any waiver, permit, consent, or approval
of any kind or character on any party's part of any breach, default or
noncompliance under the Agreement or any waiver on such party's part of any
provisions or conditions of this Agreement must be in writing and shall be
effective only to the extent specifically set forth in such writing. All
remedies, either under this Agreement, by law, or otherwise afforded to the
parties hereto, shall be cumulative and not alternative.

7.7 Notices. All notices required or permitted hereunder shall be
in writing and shall be deemed effectively given: (i) upon personal delivery to
the party to be notified, (ii) when sent by confirmed telex or facsimile if
sent during normal business hours of the recipient; if not, then on the next
business day, (iii) five (5) days after having been sent by registered or
certified mail, return receipt requested, postage prepaid, or (iv) one (1) day
after deposit with a nationally recognized overnight courier, specifying next
day delivery, with written verification of receipt. All communications shall
be sent to the party to be notified at the address as set forth on the

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signature pages hereof or at such other address as such party may designate by
ten (10) days advance written notice to the other parties hereto.

7.8 Attorneys' Fees. In the event that any dispute among the
parties to this Agreement should result in litigation, the prevailing party in
such dispute shall be entitled to recover from the losing party all fees, costs
and expenses of enforcing any right of such prevailing party under or with
respect to this Agreement, including without limitation, such reasonable fees
and expenses of attorneys and accountants, which shall include, without
limitation, all fees, costs and expenses of appeals.

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

7.10 Pronouns. All pronouns contained herein and any variations
thereof shall be deemed to refer to the masculine, feminine or neuter, singular
or plural, as the identity of the parties hereto may require.

7.11 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.

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1 EXHIBIT 10.13 CORAL SYSTEMS, INC. AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT 2 TABLE OF CONTENTS

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