EUPHONIX INC \CA\
EXHIBIT 10.29
<DOCUMENT>
<TYPE>EX-10.29
<SEQUENCE>12
<FILENAME>f70624ex10-29.txt
<DESCRIPTION>EXHIBIT 10.29
<TEXT>

<PAGE>   1
                                                                   EXHIBIT 10.29

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                                 EUPHONIX, INC.
                               220 PORTAGE AVENUE
                           PALO ALTO, CALIFORNIA 94306

                          REGISTRATION RIGHTS AGREEMENT

                                 APRIL 14, 2000




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<PAGE>   2

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                              PAGE
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<S>     <C>                                                                    <C>
SECTION 1      Restrictions on Transferability of Securities; Compliance with
               Securities Act; Registration Rights...........................  1

        1.1    Restrictions on Transferability...............................  1
        1.2    Certain Definitions...........................................  1
        1.3    Restrictive Legend............................................  3
        1.4    Restrictions on Transfer; Notice of Proposed Transfers........  4
        1.5    Requested Registration........................................  5
        1.6    Company Registration..........................................  7
        1.7    Expenses of Registration......................................  7
        1.8    Registration Procedures.......................................  8
        1.9    Indemnification............................................... 10
        1.10   Information by Holder......................................... 10
        1.11   Rule 144 Reporting............................................ 10
        1.12   Transfer of Registration Rights............................... 10
        1.13   Standoff Agreement. .......................................... 11
        1.14   Termination of Registration Rights............................ 11
        1.15   [Intentionally Deleted.]...................................... 11
        1.16   Standstill Agreement.......................................... 11

SECTION 2      Miscellaneous................................................. 11

        2.1    Governing Law................................................. 11
        2.2    Survival...................................................... 11
        2.3    Successors and Assigns........................................ 11
        2.4    Entire Agreement; Amendment................................... 11
        2.5    Notices, etc. ................................................ 12
        2.6    Delays or Omissions........................................... 12
        2.7    Counterparts.................................................. 12
        2.8    Severability.................................................. 12
        2.9    Titles and Subtitles.......................................... 12
        2.10   Attorney's Fees............................................... 12
</TABLE>


                                      -i-

<PAGE>   3


                                 EUPHONIX, INC.

                          REGISTRATION RIGHTS AGREEMENT



        This Registration Rights Agreement (the "Agreement") is made as of April
14, 2000 between Euphonix, Inc., a California corporation (the "Company") and
the Investors (the "Investors") pursuant to the Secured Promissory Note dated
April 14, 2000 (the "Note") between the. Company and the Investors.

        The Investors agree to be bound by all of the terms and conditions of
this Agreement.

        NOW, THEREFORE, the parties agree as follows:


                                    SECTION 1


                 RESTRICTIONS ON TRANSFERABILITY OF SECURITIES;
               COMPLIANCE WITH SECURITIES ACT; REGISTRATION RIGHTS


        1.1 RESTRICTIONS ON TRANSFERABILITY. The Common Stock issued upon
conversion of the Note shall not be sold, assigned, transferred or pledged
except upon the conditions specified in this Section 1, which conditions are
intended to ensure compliance with the provisions of the Securities Act (as
defined below). The Investors will cause any proposed purchaser, assignee,
transferee, or pledgee of any such shares held by the Investors to agree to take
and hold such securities subject to the provisions and upon the conditions
specified in this Section 1.

        1.2 CERTAIN DEFINITIONS. As used in this Agreement, the following terms
shall have the following respective meanings:

            "Closing Date" shall mean the date of the first conversion of the
Note into Common Stock pursuant to the Note.

            "Commission" shall mean the Securities and Exchange Commission or
any other federal agency at the time administering the Securities Act.

            "Common Stock" shall mean the Common Stock of the Company, par value
$0.001 per share.

            "Holder" shall mean (i) any Investor holding Registrable Securities
and (ii) any person holding Registrable Securities to whom the rights under this
Section 1 have been transferred in accordance with Section 1.12 hereof.

            "Initiating Holders" shall mean Holders or transferees of any
Holders under Section 1.12 hereof who in the aggregate are Holders of greater
than 50% of the Registrable Securities.
<PAGE>   4

            "Registrable Securities" means (i) the Common Stock issued pursuant
to the Note and (ii) any Common Stock of the Company issued or issuable in
respect of such Common Stock upon any stock split, stock dividend,
recapitalization, or similar event, or any Common Stock otherwise issuable with
respect to such Common Stock; provided, however, that shares of Common Stock, or
other securities shall only be treated as Registrable Securities if and so long
as they have not been (A) sold to or through a broker or dealer or underwriter
in a public distribution or a public securities transaction, whether in a
registered offering, Rule 144 or otherwise, or (B) sold or are, in the opinion
of counsel for the Company, available for sale in a single transaction exempt
from the registration and prospectus delivery requirements of the Securities Act
so that all transfer restrictions and restrictive legends with respect thereto
are removed upon the consummation of such sale.

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

            "Registration Expenses" shall mean all expenses, except as otherwise
stated below, incurred by the Company in complying with Sections 1.5 and 1.6
hereof, including, without limitation, all registration, qualification and
filing fees, printing expenses, escrow fees, fees and disbursements of counsel
for the Company, blue sky fees and expenses, 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), and the reasonable fees and disbursements if one counsel for all
Holders not to exceed $20,000.

            "Restricted Securities" shall mean the securities of the Company
required to bear the legend set forth in Section 1.3 hereof.

            "Securities Act" shall mean the Securities Act of 1933, as amended,
or any similar federal statute and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time.

            "Selling Expenses" shall mean all underwriting discounts, selling
commissions and stock transfer taxes applicable to the securities registered by
the Holders and all reasonable fees and disbursements of counsel for any Holder.

            "Total Voting Power" of the Company shall mean the total number of
the votes which may be cast in the election of directors of the Company at any
meeting of stockholders if all securities entitled to vote in this election of
directors were present and voted at such meeting.

            "Voting Securities" shall mean all securities of the Company
entitled to vote in the election of directors of the Company and all securities
of the Company convertible into, exchangeable or exercisable for shares of
Common Stock.

        1.3 RESTRICTIVE LEGEND. Each certificate representing (i) the Common
Stock issued pursuant to the Note and (ii) any other securities issued in
respect of such Common Stock upon any stock split, stock dividend,
recapitalization, merger, consolidation or similar event, shall (unless
otherwise permitted by the provisions of Section 1.4 below) be stamped or
otherwise imprinted with

                                      -2-
<PAGE>   5

a legend in the following form (in addition to any legend required under
applicable state securities laws):

            THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR
            INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
            1933. SUCH SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF
            SUCH REGISTRATION UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL
            REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS
            EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF
            SAID ACT.

            THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN
            RESTRICTIONS ON TRANSFER AS SET FORTH IN THE REGISTRATION RIGHTS
            AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE
            SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF
            THE ISSUER. SUCH TRANSFER RESTRICTIONS ARE BINDING ON TRANSFEREES OF
            THESE SHARES.

            Each Holder consents to the Company making a notation on its records
and giving instructions to any transfer agent of the Common Stock in order to
implement the restrictions on transfer established in this Section 1.

        1.4 RESTRICTIONS ON TRANSFER; NOTICE OF PROPOSED TRANSFERS. The holder
of each certificate representing Restricted Securities by acceptance thereof
agrees to comply in all respects with the provisions of this Section 1.4. Prior
to any proposed sale, assignment, transfer or pledge of any Restricted
Securities (other than (i) a transfer not involving a change in beneficial
ownership, (ii) in transactions involving the distribution without consideration
of Restricted Securities by the Holder to any of its partners, or retired
partners, or to the estate of any of its partners or retired partners, (iii) any
transfer by any Holder to (A) any individual or entity controlled by,
controlling, or under common control with, such Holder or (B) any individual or
entity with respect to which such Holder (or any person controlled by,
controlling, or under common control with, such Holder) has the power to direct
investment decisions, (iv) to the spouse of a holder of Restricted Securities,
or (v) in transactions in compliance with Rule 144, provided, in each case, that
the transferee agrees in writing to be subject to the terms hereof), and unless
there is in effect a registration statement under the Securities Act covering
the proposed transfer, the holder thereof shall give written notice to the
Company of such holder's intention to effect such transfer, sale, assignment or
pledge. Each such notice shall describe the manner and circumstances of the
proposed transfer, sale, assignment or pledge in sufficient detail, and, if
requested by the Company, shall be accompanied, at such holder's expense, by an
unqualified written opinion of legal counsel who shall be, and whose legal
opinion shall be, reasonably satisfactory to the Company addressed to the
Company, to the effect that the proposed transfer of the Restricted Securities
may be effected without registration under the Securities Act, whereupon the
holder of such Restricted Securities shall be entitled to transfer such
Restricted Securities in accordance with the terms of the notice delivered by
the holder to the Company. It is agreed that the Company will not request an
opinion of counsel for the Holder for transactions made in reliance on Rule 144
under the Securities Act except in unusual circumstances,

                                      -3-
<PAGE>   6

the existence of which shall be determined in good faith by the Board of
Directors of the Company. Each certificate evidencing the Restricted Securities
transferred as above provided shall bear, except if such transfer is made
pursuant to Rule 144, the appropriate restrictive legend set forth in Section
1.3 above, except that such certificate shall not bear such restrictive legend
if in the opinion of counsel for such holder and the Company such legend is not
required in order to establish compliance with any provision of the Securities
Act.

        1.5 REQUESTED REGISTRATION.

            (a) Request for Registration. In case the Company shall receive from
Initiating Holders a written request that the Company effect any registration,
qualification or compliance with respect to the Registrable Securities, the
Company will:

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

                (ii) as soon as practicable, use its best efforts to effect such
registration, qualification or compliance (including, without limitation,
appropriate qualification under applicable blue sky or other state securities
laws and appropriate compliance with applicable regulations issued under the
Securities Act and any other governmental requirements or regulations) as may be
so requested and as would permit or facilitate the sale and distribution of all
or such portion of such Registrable Securities as are specified in such request,
together with all or such portion of the Registrable Securities of any Holder or
Holders joining in such request as are specified in a written request received
by the Company within twenty (20) days after receipt of such written notice from
the Company;

                Provided, however, that the Company shall not be obligated to
take any action to effect any such registration, qualification or compliance
pursuant to this Section 1.5:

                    (A) In any particular jurisdiction in which the Company
would be required to execute a general consent to service of process in
effecting such registration, qualification or compliance unless the Company is
already subject to service in such jurisdiction and except as may be required by
the Securities Act;

                    (B) Prior to six (6) months after the Closing Date;

                    (C) During the period starting with the date sixty (60) days
prior to the Company's estimated date of filing of, and ending on the date six
(6) months immediately following the effective date of, any registration
statement pertaining to securities of the Company (other than a registration of
securities in a Rule 145 transaction or with respect to an employee benefit
plan), provided that the Company is actively employing in good faith all
reasonable efforts to cause such registration statement to become effective;

                                      -4-
<PAGE>   7

                    (D) Unless the aggregate number of shares of Registrable
Securities sought to be registered by all Initiating Holders and other Holders
pursuant to this Section 1.5 is greater than one (1) million shares;

                    (E) After the Company has effected one (1) such registration
pursuant to this subparagraph 1.5(a), and such registration has been declared or
ordered effective; or

                    (F) If the Company shall furnish to such Holders a
certificate signed by the President of the Company stating that in the good
faith judgment of the Board of Directors it would be seriously detrimental to
the Company or its shareholders for a registration statement to be filed in the
near future, then the Company's obligation to use its best efforts to register,
qualify or comply under this Section 1.5 shall be deferred for a period not to
exceed 120 days from the date of receipt of written request from the Initiating
Holders; provided that the Company may not exercise this deferral right more
than once per twelve (12) month period.

                Subject to the foregoing clauses (A) through (F), the Company
shall file a registration statement covering the Registrable Securities so
requested to be registered as soon as practicable, after receipt of the request
or requests of the Initiating Holders, but in any event within 120 days of such
request.

            (b) Underwriting. In the event that a registration pursuant to
Section 1.5 is for a registered public offering involving an underwriting, the
Company shall so advise the Holders as part of the notice given pursuant to
Section 1.5(a)(i). In such event, the right of any Holder to registration
pursuant to Section 1.5 shall be conditioned upon such Holder's participation in
the underwriting arrangements required by this Section 1.5, and the inclusion of
such Holder's Registrable Securities in the underwriting to the extent requested
shall be limited to the extent provided herein.

                The Company shall (together with all Holders proposing to
distribute their securities through such underwriting) enter into an
underwriting agreement in customary form with the managing underwriter selected
for such underwriting by a majority in interest of the Initiating Holders, but
subject to the Company's reasonable approval. Notwithstanding any other
provision of this Section 1.5, if the managing underwriter advises the
Initiating Holders in writing that marketing factors require a limitation of the
number of shares to be underwritten, then (i) any securities requested to be
registered by persons other than Holders (as defined herein) or the Holders of
Registrable Securities (as such terms are defined in that certain Modification
Agreement, dated November 6, 1991 (the "Modification Agreement"), by and between
the Company, the First Series A Purchasers, the Second Series A Purchasers, the
Series B Purchasers, the Series C Purchasers and the Affiliates (each as defined
in the Modification Agreement)) shall be limited (or excluded entirely) on a pro
rata basis from such registration, and (ii) if the managing underwriter
determines that a further limitation is required, the Company shall so advise
all Holders of Registrable Securities under this Agreement and the Holders of
Registrable Securities under the Modification Agreement and the number of shares
of Registrable Securities (including those under the Modification Agreement)
that may be included in the registration and underwriting shall be allocated
among all Holders under this Agreement and Holders under the Modification
Agreement in proportion, as nearly as practicable, to the respective amounts of
Registrable Securities held by such Holders at the time of filing the

                                      -5-
<PAGE>   8

registration statement. No Registrable Securities (including those under the
Modification Agreement) excluded from the underwriting by reason of the
underwriter's marketing limitation shall be included in such registration. To
facilitate the allocation of shares in accordance with the above provisions, the
Company or the underwriters may round the number of shares allocated to any
Holder (both under this Agreement and the Modification Agreement) to the nearest
100 shares.

                If any Holder of Registrable Securities disapproves of the terms
of the underwriting, such person may elect to withdraw therefrom by written
notice to the Company, the managing underwriter and the Initiating Holders. The
Registrable Securities and/or other securities so withdrawn shall also be
withdrawn from registration, and such Registrable Securities shall not be
transferred in a public distribution prior to 120 days after the effective date
of such registration, or such other shorter period of time as the underwriters
may require.

        1.6 COMPANY REGISTRATION.

            (a) Notice of Registration. If at any time or from time to time the
Company shall determine to register any of its securities, either for its own
account or the account of a security holder or holders, other than (i) a
registration relating solely to employee benefit plans, or (ii) a registration
relating solely to a Commission Rule 145 transaction, the Company will:

                (i) promptly give to each Holder written notice thereof; and

                (ii) include in such registration (and any related qualification
under blue sky laws or other compliance), and in any underwriting involved
therein, all the Registrable Securities specified in a written request or
requests, made within twenty (20) days after receipt of such written notice from
the Company, by any Holder.

            (b) Underwriting. If the registration of which the Company gives
notice is for a registered public offering involving an underwriting, the
Company shall so advise the Holders as a part of the written notice given
pursuant to Section 1.6(a)(i). In such event, the right of any Holder to
registration pursuant to Section 1.6 shall be conditioned upon such Holder's
participation in such underwriting and the inclusion of Registrable Securities
in the underwriting to the extent provided herein. All Holders proposing to
distribute their securities through such underwriting shall (together with the
Company and the other holders distributing their securities through such
underwriting) enter into an underwriting agreement in customary form with the
managing underwriter selected for such underwriting by the Company.

        Notwithstanding any other provision of this Section 1.6, if the managing
underwriter determines that marketing factors require a limitation of the number
of shares to be underwritten, the managing underwriter may limit (or exclude
entirely) on a pro rata basis the Registrable Securities of the Affiliates (as
each term is defined in the Modification Agreement) to be included in such
registration. If all Registrable Securities of the Affiliates (as each term is
defined in the Modification Agreement) have been excluded from such registration
and the managing underwriter determines that a further limitation is required,
the managing underwriter may limit the remaining Registrable Securities
(including those under the Modification Agreement) to be included in such

                                      -6-
<PAGE>   9

registration; provided, however, that the managing underwriter may not reduce
the amount of Registrable Securities of the Holders under the Modification
Agreement to be included in the registration to less than 25% of the total
shares so included; provided further, however, that such percentage may be
reduced or waived by the Holders of a majority of the Registrable Securities
under the Modification Agreement, excluding Registrable Securities held by the
Affiliates (each as defined under the Modification Agreement). The Company shall
so advise all Holders under this Agreement and under the Modification Agreement
and other holders distributing their securities through such underwriting and
the number of shares of Registrable Securities (including those under the
Modification Agreement) and other securities that may be included in the
registration and underwriting shall be allocated among all the Holders under
this Agreement and under the Modification Agreement and such other holders
exercising their registration rights in proportion, as nearly as practicable, to
the respective amounts of securities entitled to inclusion in such registration
held by such Holders and such other holders exercising their registration rights
at the time of filing the registration statement. To facilitate the allocation
of shares in accordance with the above provisions, the Company may round the
number of shares allocated to any Holder (both under this Agreement and the
Modification Agreement) or holder to the nearest 100 shares.

        If any Holder or holder disapproves of the terms of any such
underwriting, he may elect to withdraw therefrom by written notice to the
Company and the managing underwriter, Any securities excluded or withdrawn from
such underwriting shall be withdrawn from such registration, and shall not be
transferred in a public distribution prior to 120 days after the effective date
of the registration statement relating thereto, or such other shorter period of
time as the underwriters may require.

            (c) Right to Terminate Registration. The Company shall have the
right to terminate or withdraw any registration initiated by it under this
Section 1.6 prior to the effectiveness of such registration whether or not any
Holder has elected to include securities in such registration.

        1.7 EXPENSES OF REGISTRATION. All Registration Expenses incurred in
connection with (i) one (1) registration pursuant to Section 1.5 and (ii) all
registrations pursuant to Section 1.6 shall be borne by the Company. Unless
otherwise stated, all Selling Expenses relating to securities registered on
behalf of the Holders and all other Registration Expenses shall be borne by the
Holders of such securities, and by the Company, in the event the Company
participates in the registration, pro rata on the basis of the number of shares
so registered. Notwithstanding the above, the Company shall not be required to
pay for any expenses of any registration proceeding begun pursuant to Section
1.5 above if the registration request is subsequently withdrawn at the request
of the Holders of a majority of the Registrable Securities to be registered
(which Holders shall bear such expenses).

        1.8 REGISTRATION PROCEDURES. In the case of each registration,
qualification or compliance effected by the Company pursuant to this Section 1,
the Company will keep each Holder advised in writing as to the initiation of
each registration, qualification and compliance and as to the completion
thereof. At its expense the Company will:

            (a) Prepare and file with the Commission a registration statement
with respect to such securities and use its best efforts to cause such
registration statement to become and remain

                                      -7-
<PAGE>   10

effective for at least one hundred eighty (180) days or until the distribution
described in the registration statement has been completed;

            (b) Furnish to the Holders participating in such registration and to
the underwriters of the securities being registered such reasonable number of
copies of the registration statement, preliminary prospectus, final prospectus
and such other documents as such underwriters may reasonably request in order to
facilitate the public offering of such securities;

            (c) Prepare and file with the Commission such amendments and
supplements to such registration statement and the prospectus used in connection
with such registration statements 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;

            (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; and

            (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.

        1.9 INDEMNIFICATION.

            (a) The Company will indemnify each Holder, each of its officers and
directors and partners, and each person controlling such Holder within the
meaning of Section 15 of the Securities Act, with respect to which registration,
qualification or compliance has been effected pursuant to this Section 1, and
each underwriter, if any, and each person who controls any underwriter within
the meaning of Section 15 of the Securities Act, against all expenses, claims,
losses, damages or liabilities (or actions in respect thereof), including any of
the foregoing incurred in settlement of any litigation, commenced or threatened,
arising out of or based on any untrue statement (or alleged untrue statement) of
a material fact contained in any registration statement, prospectus, offering
circular or other document, or any amendment or supplement thereto, incident to
any such registration, qualification or compliance, or based on any omission (or
alleged omission) to state therein a material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances in
which they were made, not misleading, or any violation by the Company of the
Securities Act, the Exchange Act, state securities law or any rule or regulation
promulgated under such laws applicable to the Company in connection with any
such registration, qualification or compliance, and within a reasonable period
the Company will reimburse each such Holder, each of its officers and directors,
and each person controlling such Holder, each such underwriter and each person
who controls any such underwriter, for any legal and any other expenses
reasonably incurred in connection with investigating, preparing or defending any
such claim, loss, damage, liability or action; provided that the Company will
not be liable in any such case

                                      -8-
<PAGE>   11

to the extent that any such claim, loss, damage, liability or expense arises out
of or is based on any untrue statement or omission or alleged untrue statement
or omission, made in reliance upon and in conformity with written information
furnished to the Company by an instrument duly executed by such Holder,
controlling person or underwriter and stated to be specifically for use therein.

            (b) Each Holder will, if Registrable Securities held by such Holder
are included in the securities as to which such registration, qualification or
compliance is being effected, indemnify the Company, each of its directors and
officers, each underwriter, if any, of the Company's securities covered by such
a registration statement, each person who controls the Company or such
underwriter within the meaning of Section 15 of the Securities Act, and each
other such Holder, each of its officers and directors and each person
controlling such Holder within the meaning of Section 15 of the Securities Act,
against all claims, losses, damages and liabilities (or actions in respect
thereof) arising out of or based on any untrue statement (or alleged untrue
statement) of a material fact contained in any such registration statement,
prospectus, offering circular or other document, or any omission (or alleged
omission) to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and within a reasonable
period will reimburse the Company, such Holders, such directors, officers,
persons, underwriters or control persons for any legal or any other expenses
reasonably incurred in connection with investigating or defending any such
claim, loss, damage, liability or action, in each case to the extent, but only
to the extent, that such untrue statement (or alleged untrue statement) or
omission (or alleged omission)is made in such registration statement,
prospectus, offering circular or other document in reliance upon and in
conformity with written information furnished to the Company by an instrument
duly executed by such Holder and stated to be specifically for use therein.
Notwithstanding the above, the liability of each Holder under this subsection
(b) shall not exceed such Holder's net proceeds from the sale of securities
pursuant to such registration statement, unless such liability arises out of or
is based on willful misconduct by such Holder.

            (c) Each party entitled to indemnification under this Section 1.9
(the "Indemnified Party") shall give notice to the party required to provide
indemnification (the "Indemnifying Party") promptly after such Indemnified Party
has actual knowledge of any claim as to which indemnity may be sought, and shall
permit the Indemnifying Party to assume the defense of any such claim or any
litigation resulting therefrom, provided that counsel for the Indemnifying
Party, who shall conduct the defense of such claim or litigation, shall be
approved by the Indemnified Party (whose approval shall not unreasonably be
withheld), and the Indemnified Party may participate in such defense at such
party's expense, and provided further that the failure of any Indemnified Party
to give notice as provided herein shall not relieve the Indemnifying Party of
its obligations under this Section 1 unless the failure to give such notice is
materially prejudicial to an Indemnifying Party's ability to defend such action
and provided further, that the Indemnifying Party shall not assume the defense
for matters as to which there is a conflict of interest or separate and
different defenses. No Indemnifying Party, in the defense of any such claim or
litigation, shall, except with the consent of each Indemnified Party, consent to
entry of any judgment or enter into any settlement which does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such
Indemnified Party of a release from all liability in respect to such claim or
litigation. No Indemnifying Party shall be liable for indemnification hereunder
with respect to any settlement or consent to judgment, in connection with any
claim or litigation to which these indemnification provisions apply, that has

                                      -9-
<PAGE>   12

been entered into without the prior consent of the Indemnifying Party (which
consent will not be unreasonably withheld).

        1.10 INFORMATION BY HOLDER. The Holder or Holders of Registrable
Securities included in any registration shall furnish to the Company such
information regarding such Holder or Holders, the Registrable Securities held by
them and the distribution proposed by such Holder or Holders as the Company may
request in writing and as shall be required in connection with any registration,
qualification or compliance referred to in this Section 1.

        1.11 RULE 144 REPORTING. With a view to making available the benefits of
certain rules and regulations of the Commission which may at any time permit the
sale of the Restricted Securities to the public without registration, after such
time as a public market exists for the Common Stock of the Company, the Company
agrees to use its best efforts to:

            (a) Make and keep public information available, as those terms are
understood and defined in Rule 144 under the Securities Act, at all times during
which the Company is subject to the reporting requirements of the Securities Act
or the Exchange Act;

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

            (c) So long as a Holder owns any Restricted Securities, to furnish
to the Holder forthwith upon request a written statement by the Company as to
its compliance with the reporting requirements of said Rule 144, and of the
Securities Act and the Exchange Act, a copy of the most recent annual or
quarterly report of the Company, and such other reports and documents of the
Company and other information in the possession of or reasonably obtainable by
the Company as the Holder may reasonably request in availing itself of any rule
or regulation of the Commission allowing the Holder to sell any such securities
without registration.

        1.12 TRANSFER OF REGISTRATION RIGHTS. The rights to cause the Company to
register securities granted Holders under Sections 1.5 and 1.6 may be assigned
to a transferee or assignee reasonably acceptable to the Company (which consent
shall not be unreasonably withheld) in connection with any transfer or
assignment of Registrable Securities by a Holder, provided that (i) such
transfer may otherwise be effected in accordance with applicable securities
laws, and (ii) such assignee or transferee acquires at least 50,000 shares of
Registrable Securities (adjusted for stock splits, stock dividends, stock
recombinations and the like after the date of this Agreement). Notwithstanding
the above, the rights to cause the Company to register securities may be
assigned to any partner, shareholder, equity holder or officer of a Holder
without compliance with item (ii) above, provided written notice thereof is
promptly given to the Company.

        1.13 STANDOFF AGREEMENT. In connection with any public offering of the
Company's securities, the Holder agrees, upon request of the Company or the
underwriters managing any underwritten offering of the Company's securities, not
to sell, make any short sale of, loan, grant any option for the purchase of, or
otherwise dispose of any Registrable Securities (other than those included in
the registration) without the prior written consent of the Company or such
underwriters,

                                      -10-
<PAGE>   13

as the case may be, for such period of time (not to exceed one hundred eighty
(180 days)) from the effective date of such registration as may be requested by
the underwriters; provided that the officers and directors of the Company who
own stock of the Company also agree to such restrictions.

        1.14 TERMINATION OF REGISTRATION RIGHTS. The registration rights granted
pursuant to Section 1 shall terminate as to each Holder at such time as a public
market for the Company's Common Stock exists and all Registrable Securities held
by such Holder may, in the opinion of counsel to the Company (which opinion
shall be addressed and rendered to Holder), be sold within a given three month
period pursuant to Rule 144 or any other applicable exemption that allows for
resale free of registration.

        1.15 [INTENTIONALLY DELETED.]

        1.16 STANDSTILL AGREEMENT. No Investor shall acquire, directly or
indirectly, or cause or permit any affiliate of such Investor to acquire,
directly or indirectly (through market purchases or otherwise), record or
beneficial ownership of any Voting Securities of the Company representing, which
taken together with all securities owned by such persons or entities, in excess
of a percentage greater than twenty-five percent (25%) of the Total Voting Power
of the Company without the prior written consent of the Company's Board of
Directors.


                                    SECTION 2

                                  MISCELLANEOUS

        2.1 GOVERNING LAW. This Agreement shall be governed in all respects by
the internal laws of the State of California.

        2.2 SURVIVAL. The covenants and agreements made herein shall survive any
investigation made by the Investors and the closing of the transactions
contemplated hereby.

        2.3 SUCCESSORS AND ASSIGNS. Except as otherwise provided herein, the
provisions hereof shall inure to the benefit of, and be binding upon, the
successors, assigns, heirs, executors and administrators of the parties hereto.

        2.4 ENTIRE AGREEMENT; AMENDMENT. This Agreement, the Note and the other
documents delivered pursuant hereto constitute the full and entire understanding
and agreement between the parties with regard to the subjects hereof and
thereof, and no party shall be liable or bound to any other party in any manner
by any warranties, representations or covenants except as specifically set forth
herein or therein. Except as expressly provided herein, neither this Agreement
nor any term hereof may be amended, waived, discharged or terminated other than
by a written instrument signed by the Company and the holders of a majority of
the Registrable Securities, except that new Investors that become party to the
Note may be added to this Agreement by joinder signed only by the Company and
such Investor.

                                      -11-
<PAGE>   14

        2.5 NOTICES, ETC. All notices and other communications required or
permitted hereunder shall be in writing and shall be mailed by registered or
certified mail, postage prepaid, or otherwise delivered by hand or by messenger,
addressed (a) if to a Investor, at such Investor's address, as shown on the
stock records of the Company, or at such other address as such Investor shall
have furnished to the Company in writing, or (b) if to any other holder of the
Common Stock, at such address as such holder shall have furnished the Company in
writing, or, until any such holder so furnishes an address to the Company, then
to and at the address of the last holder of such Common Stock who has so
furnished an address to the Company, or (c) if to the Company, one copy should
be sent to its address set forth on the cover page of this Agreement and
addressed to the attention of the President and Chief Executive Officer, or at
such other address as the Company shall have furnished to the Investors.

            Each such notice or other communication shall for all purposes of
this Agreement be treated as effective or having been given when delivered if
delivered personally, or, if sent by mail, at the earlier of its receipt or 72
hours after the same has been deposited in a regularly maintained receptacle for
the deposit of the United States mail, addressed and mailed as aforesaid.

        2.6 DELAYS OR OMISSIONS. Except as expressly provided herein, no delay
or omission to exercise any right, power or remedy accruing to any party to this
Agreement upon any breach or default of any other party under this Agreement,
shall impair any such right, power or remedy of such nondefaulting party nor
shall it be construed to be a waiver of any such breach or default, or an
acquiescence therein, or of or in any similar breach or default thereafter
occurring; nor shall any waiver of any single breach or default be deemed a
waiver of any other breach or default theretofore or thereafter occurring. Any
waiver, permit, consent or approval of any kind or character on the part of any
party of any breach or default under this Agreement, or any waiver on the part
of any holder 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 or by law or otherwise
afforded to any party to this Agreement, shall be cumulative and not
alternative.

        2.7 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be enforceable against the parties actually
executing such counterparts, and all of which together shall constitute one
instrument.

        2.8 SEVERABILITY. In the event that any provision of this Agreement
becomes or is declared by a court of competent jurisdiction to be illegal,
unenforceable or void, this Agreement shall continue in full force and effect
without said provision; provided that no such severability shall be effective if
it materially changes the economic benefit of this Agreement to any party.

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

        2.10 ATTORNEY'S FEES. In any action brought or maintained by either
party asserting a cause of action arising under or relating in any way to this
Agreement, the prevailing party shall be entitled to recover its reasonable
costs and attorney's fees.


                                      -12-
<PAGE>   15

        The foregoing agreement is hereby executed as of the date first above
written.



                                   EUPHONIX, INC.



                                   ---------------------------------------------
                                   By:    Barry Margerum
                                   Title: Chief Executive Officer and President



                                   INVESTORS:



                                   ---------------------------------------------
                                   Dieter Meier



                                   ---------------------------------------------
                                   Walter Bosch



                                   Onset Ventures



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

</TEXT>
</DOCUMENT>
