<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>5
<FILENAME>ex-10_3.txt
<DESCRIPTION>INVESTORS' RIGHTS AGREEMENT
<TEXT>
                                  EXHIBIT 10.3

                                QIC HOLDING CORP.

                           INVESTORS' RIGHTS AGREEMENT

This Registration  Rights Agreement (this  "Agreement") is made and entered into
as of the 27th day of May,  1998, by and between QIC Holding Corp., a California
corporation  (the  "Company"),  on the one  part,  and W.R.  Hambrecht/QIC,  LLC
("WRH/QIC"),  a California  limited  liability  corporation and  Hewlett-Packard
Company ("HP"), a Delaware corporation  (collectively the "Purchasers"),  on the
other part.

                                    RECITALS

A. The Company has entered into a Subscription Agreement dated May 27, 1998 with
WRH/QIC and HP (the  "Subscription  Agreement"),  whereby the Company  agreed to
sell 81 shares of its Class A Common Stock and 9,900,000  shares of its Series A
Preferred  Stock to  WRH/QIC,  and 19  shares  of its  Class A Common  Stock and
2,330,000 shares of its Series A Preferred Stock to HP.

B. The  obligations  of the Company and the  Purchasers  under the  Subscription
Agreements are conditioned,  among other things, upon the execution and delivery
of this Agreement by the Company and the Purchasers.

NOW,   THEREFORE,   in  consideration  of  the  mutual  promises  and  covenants
hereinafter set forth, the parties hereto agree as follows:

1. Certain  Definitions.  As used in this  Agreement,  the following terms shall
have the meanings set forth below:

a.  "Agreement"  shall mean this  Registration  Rights  Agreement,  as it may be
amended or supplemented from time to time.

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

c.  "Preferred  Stock"  shall mean  shares of Series A Preferred  Stock,  in the
Company.

d. "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, or
any similar successor federal statute and the rules and regulations  thereunder,
all as the same shall be in effect from time to time.

e.  "Holder"  shall  mean the  Purchasers,  to the extent  the  Purchasers  hold
Registrable  Securities,  and any other holder of Registrable Securities to whom
the  registration  rights  conferred by this Agreement have been  transferred in
compliance with Sections 2 and 9 hereof.

<PAGE>

f. "Indemnified  Party" shall mean each party entitled to indemnification  under
Section 6 herein.

g. "Indemnifying Party" shall mean the party required to provide indemnification
pursuant to Section 6 herein.

h.  "Registrable  Securities"  shall mean:  (1) shares of common stock issued or
issuable  pursuant to conversion of the Preferred  Stock;  (2) shares of Class A
Common Stock; and (3) any common stock issued or issuable as a dividend or other
distribution  with respect to or in exchange for or in replacement of the shares
referenced in (1) above;  provided,  however, that Registrable  Securities shall
not include any shares of common stock which have  previously been registered or
which have been sold in a private  transaction in which the  transferors' rights
under this Agreement are not assigned.

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

j.  "Registration  Expenses"  shall mean all expenses  incurred in effecting any
registration  pursuant to this Agreement,  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,
and  expenses  of any regular or special  audits  incident to or required by any
such   registration,   but  shall  not  include  Selling   Expenses,   fees  and
disbursements  of counsel for the Holders;  provided  further that  Registration
Expenses shall not include the compensation of regular employees of the Company,
which shall be paid in any event by the Company.

k. "Restricted  Securities"  shall mean any Registrable  Securities  required to
bear the legend set forth in Section 2 hereof.

l. "Rule 144" shall mean Rule 144 as  promulgated  by the  Commission  under the
Securities  Act, as such Rule may be amended  from time to time,  or any similar
successor rule that may be promulgated by the Commission.

m. "Rule 145" shall mean Rule 145 as  promulgated  by the  Commission  under the
Securities  Act, as such Rule may be amended  from time to time,  or any similar
successor rule that may be promulgated by the Commission.

n. "Rule 415" shall mean Rule 415 as  promulgated  by the  Commission  under the
Securities  Act, as such Rule may be amended  from time to time,  or any similar
successor rule that may be promulgated by the Commission.

                                        2

<PAGE>

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

p. "Selling Expenses" shall mean all underwriting discounts, selling commissions
and stock  transfer taxes  applicable to the sale of Registrable  Securities and
fees and  disbursements  of counsel  for any  Holders  (other  than the fees and
disbursements of counsel included in Registration Expenses).

2.   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 this  Section 2,  provided  and to the
extent such Section is then applicable, and:

b. 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

c. The Holder has (i) notified the Company of the proposed  disposition  and has
furnished the Company with a detailed statement of the circumstances surrounding
the proposed  disposition,  and (ii) if reasonably requested by the Company, has
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

d.  Notwithstanding  the  provisions  of paragraphs  (b) and (c) above,  no such
registration  statement or opinion of counsel  shall be necessary for a transfer
by a Holder which is (i) a  partnership  to its partners or retired  partners in
accordance with partnership interests, (ii) a corporation to its shareholders in
accordance  with their interest in the  corporation,  (iii) a limited  liability
company to its members or former  members in accordance  with their  interest in
the limited liability  company,  (iv) to the Holder's family member or trust for
the benefit of an individual Holder,  provided the transferee will be subject to
the terms of this  Section 2 to the same  extent as if such  transferee  were an
original Holder hereunder, or (v) to a wholly-owned subsidiary of HP.

e. Each certificate  representing Registrable Securities shall (unless otherwise
permitted by the provisions of this 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):

         THE  SHARES  REPRESENTED  HEREBY  HAVE NOT BEEN  REGISTERED  UNDER  THE
         SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD OR TRANSFERRED,
         ASSIGNED, PLEDGED OR

                                        3

<PAGE>

         HYPOTHECATED  UNLESS AND UNTIL  REGISTERED UNDER SUCH ACT OR UNLESS THE
         COMPANY  HAS  RECEIVED  AN  OPINION  OF  COUNSEL  OR  OTHER   EVIDENCE,
         SATISFACTORY TO THE COMPANY AND ITS COUNSEL,  THAT SUCH REGISTRATION IS
         NOT REQUIRED.

         f. 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 at such  Holder's  expense  (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.

g. 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.

3. Company Registration.

a. If the Company shall determine to register any of its securities,  other than
its initial  public  offering,  or a  registration  relating  solely to employee
benefit plans, or a registration relating to a corporate reorganization or other
transactions  under Rule 145, or a registration  on any  registration  form that
does not permit secondary sales, the Company will:

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

              (2) use its best efforts to include in such  registration (and any
              related  qualification  under blue sky laws or other  compliance),
              except as set forth in Section 3(b) below, and in any underwriting
              involved therein,  all the Registrable  Securities  specified in a
              written  request or  requests,  made by any Holder and received by
              the Company within ten (10) days after the written notice from the
              Company  described  in clause (1) above is mailed or  delivered by
              the Company.  Such written  request may specify all or a part of a
              Holder's Registrable Securities.

b. 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  3(a)(1).  In
such event,  the right of any Holder to registration  pursuant to this Section 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 securities
through such underwriting shall (together with the Company and the other holders
of securities of the Company with  registration  rights to  participate  therein
distributing  their  securities   through  such  underwriting)   enter  into  an
underwriting  agreement  in  customary  form  with  the  representative  of  the
underwriter or underwriters selected by the Company.

              (1)  Notwithstanding any other provision of this Section 3, if the
              representative of the underwriters  advises the Company in writing
              that marketing factors

                                        4

<PAGE>

require  a  limitation  on  the  number  of  shares  to  be  underwritten,   the
representative  may (subject to the  limitations  set forth  below)  exclude all
Registrable Securities from, or limit the number of Registrable Securities to be
included in, the registration and underwriting.  The Company shall so advise all
holders  of  securities  requesting  registration,  and the  number of shares of
securities that are entitled to be included in the registration and underwriting
shall be allocated  first to the Company for  securities  being sold for its own
account and  thereafter as set forth in Section 11. If any person does not agree
to the terms of any such underwriting, he shall be excluded therefrom by written
notice from the Company or the underwriter.  Any Registrable Securities or other
securities  excluded or withdrawn from such underwriting shall be withdrawn from
such registration.

              (2) If shares are so  withdrawn  from the  registration  or if the
              number of shares of Registrable  Securities to be included in such
              registration  was  previously  reduced  as a result  of  marketing
              factors,  the  Company  shall then offer to all  persons  who have
              retained the right to include  securities in the  registration the
              right to include  additional  securities in the registration in an
              aggregate amount equal to the number of shares so withdrawn,  with
              such  shares  to  be  allocated   among  the  persons   requesting
              additional inclusion in accordance with Section 11 hereof.

4. Expenses of Registration.  All Registration  Expenses  incurred in connection
with any registration,  qualification or compliance pursuant to Section 3 hereof
shall be borne by the Company.  All Selling  Expenses  relating to securities so
registered  shall be borne by the  holders  of such  securities  pro rata on the
basis of the number of shares of securities  so  registered on their behalf,  as
shall any other  expenses in  connection  with the  registration  required to be
borne by the Holders of such securities.

5. Registration  Procedures.  In the case of each  registration  effected by the
Company pursuant to this Agreement, the Company will keep each Holder advised in
writing  as to the  initiation  of each  registration  and as to the  completion
thereof. At its expense, the Company will use its best efforts to:

a. Keep such  registration  effective  for a period of one hundred  twenty (120)
days or until the Holder or Holders have completed the distribution described in
the registration statement relating thereto,  whichever first occurs;  provided,
however,  that (i) such  120-day  period  shall be extended for a period of time
equal to the period the Holder refrains from selling any securities  included in
such  registration  at the request of an  underwriter  of common stock (or other
securities)  of the  Company;  and  (ii)  in the  case  of any  registration  of
Registrable  Securities  on Form S-3  which  are  intended  to be  offered  in a
continuous  or  delayed  basis,  such  120-day  period  shall  be  extended,  if
necessary,  to  keep  the  registration  statements  effective  until  all  such
Registrable  Securities  are sold,  provided  that if Rule 415, or any successor
rule under the  Securities  Act,  permits an offering on a continuous or delayed
basis and  provided  further  that  applicable  rules under the  Securities  Act
governing the obligation to file a post- effective  amendment permit, in lieu of
filing a post-effective  amendment that (I) includes any prospectus  required by
Section  10(a)(3)  of the  Securities  Act;  or (II)  reflects  facts or  events
representing a material or fundamental  change in the  information  set forth in
the  registration  statement,  the  incorporation  by reference  to  information
required to be included in (I) and (II)

                                        5

<PAGE>

 ABOVE TO BE CONTAINED IN PERIODIC REPORTS FILED PURSUANT TO SECTION 13 OR 15(D)
of the Exchange Act in the registration statement;

b. Prepare and file with the Commission  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;

c. Furnish such number of  prospectuses  and other documents  incident  thereto,
including any amendment of or  supplement  to the  prospectus,  as a Holder from
time to time may reasonably request;

d. Notify each seller 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 or incomplete in the light of the  circumstances  then existing,
and at the  request of any such  seller,  prepare  and  furnish to such seller a
reasonable  number  of  copies  of a  supplement  to or  an  amendment  of  such
prospectus  as  may  be  necessary  so  that,  as  thereafter  delivered  to the
purchasers of such shares, such prospectus shall not include an untrue statement
of a  material  fact or omit to state a  material  fact  required  to be  stated
therein or necessary to make the statements therein not misleading or incomplete
in the light of the circumstances then existing;

e. In  connection  with any  underwritten  offering  pursuant to a  registration
statement  filed  pursuant to this  Agreement,  the  Company  will enter into an
underwriting agreement in form reasonably necessary to effect the offer and sale
of stock, provided such underwriting  agreement contains customary  underwriting
provisions,  and  provided  further  that if the  underwriter  so  requests  the
underwriting agreement will contain customary contribution provisions;

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

g.  Provide  a  transfer  agent and  registrar  for all  Registrable  Securities
registered  pursuant  hereunder  and a CUSIP  number  for all  such  Registrable
Securities, in each case not later than the effective date of such registration;
and

h. Furnish,  at the request of any Holder  requesting  registration  pursuant to
Section 3 hereof, on the date that such Registrable  Securities are delivered to
the underwriters for sale in connection with a registration  pursuant to Section
3 hereof,  if such securities are being sold through  underwriters,  or, if such
securities  are not  being  sold  through  underwriters,  on the  date  that the
registration statement with respect to such securities becomes effective, (i) an
opinion, dated such date, of the counsel representing the Company for the

                                        6

<PAGE>

purposes of such registration,  in form and substance as is customarily given to
underwriters in an underwritten public offering,  addressed to the underwriters,
if any, and to the Holders requesting registration of Registrable Securities and
(ii) a letter dated such date, from the independent certified public accountants
of the Company,  in form and substances as is  customarily  given by independent
certified public accountants to underwriters in an underwritten public offering,
addressed  to  the  underwriters,   if  any,  and  to  the  Holders   requesting
registration of Registrable Securities.

6.   Indemnification.

a. The Company will indemnify each Holder,  each of its officers,  directors and
partners, legal counsel, and accountants 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
Agreement, and each underwriter, if any, and each person who controls within the
meaning  of  Section  15 of the  Securities  Act any  underwriter,  against  all
expenses, claims, losses, damages, and liabilities (or actions,  proceedings, or
settlements in respect  thereof) arising out of or based on any untrue statement
(or alleged untrue  statement) of a material fact  contained in any  prospectus,
offering  circular,  or  other  document  (including  any  related  registration
statement,  notification,  or  the  like)  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 not  misleading,  or any violation by the Company of the
Securities  Act or any rule or regulation  thereunder  applicable to the Company
and relating to action or inaction  required of the Company in  connection  with
any such  registration,  qualification,  or compliance,  and will reimburse each
such Holder,  each of its officers,  directors,  partners,  legal  counsel,  and
accountants 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 and defending or
settling  any claim,  loss,  damage,  liability,  or action,  provided  that the
Company  will not be liable in any such case to the extent  that any such claim,
loss,  damage,  liability,  or  expense  arises out of or is based on any untrue
statement or omission based upon written information furnished to the Company by
such Holder or underwriter and stated to be specifically for use therein.  It is
agreed that the  indemnity  agreement  contained  in this Section 6(a) shall not
apply to amounts paid in settlement of any such loss, claim, damage,  liability,
or action if such  settlement  is  effected  without  the consent of the Company
(which consent has not been unreasonably withheld).

b. 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,  officers,
partners,  legal counsel,  and accountants and 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, each other such Holder, and each of its officers, directors, and
partners,  and each person controlling such Holder,  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

                                        7

<PAGE>

omission)  to state  therein a material  fact  required to be stated  therein or
necessary to make the statements therein not misleading,  and will reimburse the
Company and such Holders,  directors,  officers,  partners,  legal counsel,  and
accountants,  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 such Holder and
stated  to  be  specifically  for  use  therein;  provided,  however,  that  the
obligations  of such  Holder  hereunder  shall  not  apply  to  amounts  paid in
settlement of any such claims,  losses,  damages,  or liabilities (or actions in
respect  thereof) if such  settlement  is  effected  without the consent of such
Holder (which consent shall not be unreasonably withheld);  and provided that in
no event shall any indemnity under this Section 6 exceed the gross proceeds from
the offering received by such Holder.

c. The "Indemnified  Party" shall give notice to 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 such  claim or any  litigation  resulting  therefrom,  provided  that
counsel for the Indemnifying  Party, who shall conduct the defense of such claim
or any  litigation  resulting  therefrom,  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 6, to the extent such failure is not prejudicial. 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 that 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.  Each Indemnified  Party shall
furnish  such  information  regarding  itself  or the  claim in  question  as an
Indemnifying  Party may reasonably request in writing and as shall be reasonably
required  in  connection  with  defense of such claim and  litigation  resulting
therefrom.

d. If the  indemnification  provided for in this Section 6 is held by a court of
competent jurisdiction to be unavailable to an Indemnified Party with respect to
any loss,  liability,  claim,  damage, or expense referred to therein,  then the
Indemnifying  Party, in lieu of indemnifying  such Indemnified  Party hereunder,
shall  contribute to the amount paid or payable by such  Indemnified  Party as a
result of such loss, liability,  claim, damage, or expense in such proportion as
is appropriate to reflect the relative  fault of the  Indemnifying  Party on the
one  hand and of the  Indemnified  Party on the  other  in  connection  with the
statements or omissions that resulted in such loss, liability, claim, damage, or
expense as well as any other  relevant  equitable  considerations.  The relative
fault of the Indemnifying Party and of the Indemnified Party shall be determined
by  reference  to,  among other  things,  whether  the untrue or alleged  untrue
statement of a material fact or the omission to state a material fact relates to
information  supplied by the Indemnifying  Party or by the Indemnified Party and
the parties' relative intent, knowledge, access to information,  and opportunity
to correct or prevent such statement or omission.

                                        8

<PAGE>

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

7.  Information  by  Holder.  Each  Holder  shall  furnish to the  Company  such
information  regarding such Holder and the distribution  proposed by such Holder
as the Company  may  reasonably  request in writing  and as shall be  reasonably
required in  connection  with any  registration,  qualification,  or  compliance
referred to in this Agreement.

8. Rule 144 Reporting.  With a view to making  available the benefits of certain
rules  and  regulations  of the  Commission  that  may  permit  the  sale of the
Restricted Securities to the public without registration,  the Company agrees to
use its best efforts to:

a. Make and keep public  information  regarding  the Company  available as those
terms are understood  and defined in Rule 144 under the  Securities  Act, at all
times  commencing  ninety  (90)  days  after  the  effective  date of the  first
registration  statement  filed by the Company for the offering of its securities
to the general public;

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

c. So long as a Holder  owns any  Restricted  Securities,  furnish to the Holder
forthwith upon written request: (i) a written statement by the Company as to its
compliance with the reporting  requirements of Rule 144 (within ninety (90) days
after the Company's  initial public  offering) and of the Securities Act and the
Exchange Act (after it becomes subject to reporting  requirements),  (ii) a copy
of the most recent  annual or quarterly  report of the  Company,  and (iii) such
other  reports  and  documents  so filed as a Holder may  reasonably  request in
availing itself of any rule or regulation of the Commission allowing a Holder to
sell any such securities without registration.

9. Transfer or Assignment of Registration  Rights.  The rights granted to Holder
under Section 3 to cause the Company to register securities under this Agreement
may be  transferred  or assigned by a Holder only to a transferee or assignee of
not  less  than  1,200,000  shares  of  Registrable   Securities  (as  presently
constituted and calculated  based upon the then effective  conversion  price for
the Preferred  Stock,  and subject to subsequent  adjustments  for stock splits,
stock dividends,  reverse stock splits, and the like), provided that the Company
is given  written  notice at the time of or within a reasonable  time after said
transfer  or  assignment,  stating  the name and  address of the  transferee  or
assignee and identifying the securities with respect to which such  registration
rights are being  transferred  or  assigned,  and,  provided  further,  that the
transferee or assignee of such rights assumes in writing the obligations of such
Holder under this Agreement.

10. "Market Stand-Off" Agreement. If requested by an underwriter of common stock
(or other  securities)  of the  Company,  a Holder  shall not sell or  otherwise
transfer

                                        9

<PAGE>

or dispose of any common stock (or other securities) of the Company held by such
Holder (other than those  included in the  registration)  during the one hundred
eighty (180) day period following the effective date of a registration statement
of the Company filed under the Securities Act. The obligations described in this
Section 10 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.

11. Allocation of Registration  Opportunities.  In any circumstance in which all
of the  Registrable  Securities  requested to be included in a  registration  on
behalf of the Holders  cannot be so included as a result of  limitations  of the
aggregate  number of shares of Registrable  Securities  that may be so included,
the number of shares of Registrable  Securities that may be so included shall be
allocated among the Holders requesting inclusion of shares pro rata on the basis
of the  number of shares of  Registrable  Securities  that would be held by such
Holders, assuming conversion;  provided, however, that such allocation shall not
operate to reduce the aggregate number of Registrable  Securities to be included
in such  registration.  If any Holder does not request  inclusion of the maximum
number of shares of  Registrable  Securities  allocated  to him  pursuant to the
above-described  procedure,  the remaining  portion of his  allocation  shall be
reallocated  among those  requesting  Holders whose  allocations did not satisfy
their  requests  pro rata on the basis of the  number  of shares of  Registrable
Securities which would be held by such Holders,  assuming  conversion,  and this
procedure  shall be repeated until all of the shares of  Registrable  Securities
which may be included in the  registration on behalf of the Holders have been so
allocated.

12. Delay of Registration.  No Holder shall have any right to take any action to
restrain,  enjoin,  or  otherwise  delay any  registration  as the result of any
controversy   that  might   arise  with   respect  to  the   interpretation   or
implementation of this Agreement.

13.  Termination  of  Registration  Rights.  The right of the  Holder to request
inclusion  in any  registration  pursuant  to Section 3 shall  terminate  on the
earlier of (i) five years from the date hereof and (ii) as of such date that all
of the shares of Registrable  Securities  held by such Holder may immediately be
sold under Rule 144 during any 90-day period.

14. Basic Financial Information.  The Company will furnish the following reports
to each Holder:

a. As soon as practicable  after the end of each fiscal year of the Company,  in
any event within ninety (90) days  thereafter,  a consolidated  balance sheet of
the Company and its subsidiaries, if any, as of the end of such fiscal year, and
consolidated  statements  of  income  and  cash  flows  of the  Company  and its
subsidiaries,  if any,  for such year,  prepared in  accordance  with  generally
accepted accounting  principles  consistently  applied and setting forth in each
case in  comparative  form the figures  from the previous  fiscal  year,  all in
reasonable  detail and certified by  independent  certified  public  accountants
selected by the Company.

b. As soon as practicable after the end of the first, second and third quarterly
accounting  periods in each fiscal year of the Company,  and in any event within
forty-

                                       10

<PAGE>

five (45) days thereafter,  a consolidated  balance sheet of the Company and its
subsidiaries,  if  any,  as of the  end  of  each  such  quarterly  period,  and
consolidated  statements  of  income  and  cash  flows  of the  Company  and its
subsidiaries,  if any, for such period and for the current  fiscal year to date,
prepared  in  accordance   with   generally   accepted   accounting   principles
consistently  applied and  setting  forth in each case in  comparative  form the
figures for the  corresponding  periods of the previous fiscal year,  subject to
changes  resulting  from normal  year-end audit  adjustments,  all in reasonable
detail and  certified by the principal  financial or  accounting  officer of the
Company,  except  that such  financial  statements  need not  contain  the notes
required by generally accepted accounting principles.

c. At the  request  of a  Holder,  copies of annual  operating  budgets  for the
upcoming  fiscal year that have been  provided to Silicon  Valley Bank under the
terms of its loan and security agreement.

d. From the date the Company  becomes  subject to the reporting  requirements of
the Exchange Act (which shall include any  successor  federal  statute),  and in
lieu of the financial information required pursuant to Sections 14(a) and 14(b),
the  Company  shall  file  copies  of its  annual  reports  on Form 10-K and its
quarterly reports on Form 10-Q, respectively.

15.  Inspection Rights.

a. The Company  will permit any holder,  so long as they own at least  1,200,000
shares of the  Series A  Preferred  Stock,  or such  number of shares of Class A
Common  Stock  issued  upon  conversion  of  1,200,000  shares  of the  Series A
Preferred  Stock,  or any  combination  thereof (as  presently  constituted  and
subject to subsequent  adjustment  for stock splits,  stock  dividends,  reverse
stock splits and the like) (a "Significant  Holder") (or a representative of any
Significant  Holder) to visit and inspect any of the  properties of the Company,
including  its books of account and other  records (and make copies  thereof and
take extracts therefrom), and to discuss its affairs, finances and accounts with
the  Company's  officers and its  independent  public  accountants,  all at such
reasonable times and as often as any such person may reasonably request.

b. Notwithstanding any of the provisions in Section 15, no Holder or Significant
Holder shall have access to any trade secrets or classified  information  of the
Company by reason of this agreement.  Each  Significant  Holder hereby agrees to
hold  in  confidence  and  trust  and not to  misuse  or  disclose  confidential
information  provided  pursuant to this  Section  15. The  Company  shall not be
required to comply with this Section 15 in respect of any Holder of  Significant
Holder whom the Company reasonably determines to be a competitor or any officer,
employee,   director  or  greater  than  ten  percent  (10%)  stockholder  of  a
competitor.

16. Right of First  Refusal.  The Company  hereby grants to each Holder who owns
any shares of Series A Preferred Stock or any shares of Common Stock issued upon
conversion of Series A Preferred  Stock the right of first refusal to purchase a
pro rata  share of New  Securities  (as  defined in this  Section  16) which the
Company may, from time to time,  propose to sell and issue.  A Holder's pro rata
share, for purposes of this right of first refusal, is

                                       11

<PAGE>

the  ratio of the  number  of  shares  of  Common  Stock  owned  by such  Holder
immediately prior to the issuance of New Securities, assuming full conversion of
the Class A Preferred Stock and exercise of all outstanding rights,  options and
warrants to acquire Common Stock of the Company.  Each Holder shall have a right
of over-allotment  such that if any Holder fails to exercise its right hereunder
to purchase its pro rata share of New Securities, the other Holders may purchase
the  non-purchasing  Holder's  portion on a pro rata basis  within ten (10) days
from the date such  non-purchasing  Holder fails to exercise its right hereunder
to purchase its pro rata share of New  Securities.  This right of first  refusal
shall be subject to the following provisions:

a. "New Securities"  shall mean any capital stock (including Common Stock and/or
Preferred  Stock) of the Company  whether  now  authorized  or not,  and rights,
options and warrants to purchase such capital stock,  and securities of any type
whatsoever  that are, or may become,  convertible  into capital stock;  provided
that the term "New  Securities"  does not  include  (i)  securities  issued upon
conversion of the Series A Preferred Stock;  (ii) securities  issued pursuant to
the bona fide  acquisition of another business entity or business segment of any
such entity by the Company by merger,  purchase of substantially  all the assets
or other  reorganization  whereby the Company  will own more than fifty  percent
(50%) of the voting  power of such  business  entity or business  segment of any
such entity; (iii) any borrowings,  direct or indirect, from entities other than
institutional  lenders  by the  Company,  whether or not  presently  authorized,
including any type of loan or payment  evidenced by any type of debt instrument,
provided such  borrowings do not have any equity  features  including  warrants,
options or other rights to purchase  capital stock and are not convertible  into
capital stock of the Company;  (iv) securities  issued or issuable upon exercise
of  options  issued  to  institutional  lenders  in  connection  with  financing
commitments  to the Company;  (v) securities  issued to employees,  consultants,
officers  or  directors  of the  Company  pursuant  to any stock  option,  stock
purchase or stock bonus plan,  agreement,  or arrangement approved by a majority
of the Board of Directors;  (vi) securities issued to vendors or customers or to
other  persons in  similar  situations  with the  Company  if such  issuance  is
approved by the Board of Directors;  (vii) securities  issued in connection with
obtaining  lease  financing,  whether  issued  to a lessor,  guarantor  or other
person; (viii) securities issued in a public offering pursuant to a registration
under the  Securities  Act with an aggregate  offering price to the public of at
least  $10,000,000;  (ix) securities  issued in connection with any stock split,
stock dividend or  recapitalization  of the Company;  (x)  securities  issued in
connection  with  corporate  partnering  transactions  on  terms  approved  by a
majority of the Board of Directors,  provided such  issuances are for other than
primarily equity financing  purposes;  and (xi) any right,  option or warrant to
acquire  any  security   convertible  into  the  securities  excluded  from  the
definition of New Securities pursuant to subsections (i) through (x) above.

b. In the event the company proposes to undertake an issuance of New Securities,
it shall give each Holder written  notice of its intention,  describing the type
of New Securities,  and their price and the general terms upon which the Company
proposes to issue the same.  Each Holder  shall have twenty (20) days after such
notice is mailed or delivered to agree to purchase  such Holder's pro rata share
of such New Securities for the price and upon the terms  specified in the notice
by giving written notice to the Company and stating  therein the quantity of New
Securities to be purchased.

                                       12

<PAGE>

c. In the event the Holders  fail to exercise  fully the right of first  refusal
within said twenty (20) day period and after the expiration of the 10-day period
for the exercise of the over-allotment provision of this Section 16, the Company
shall have one hundred  twenty  (120) days  thereafter  to sell or enter into an
agreement (pursuant to which the sale of New Securities covered thereby shall be
closed,  if at all,  within one hundred  twenty (120) days from the date of said
agreement) to sell the New  Securities  respecting  which the Holders'  right of
first refusal option set forth in this Section 16 was not exercised,  at a price
and upon terms no more favorable to the purchasers thereof than specified in the
Company's  notice to Holders pursuant to Section 16(b). In the event the Company
has not sold within said  120-day  period,  or entered into an agreement to sell
the New  Securities in accordance  with the foregoing  within one hundred twenty
(120) days from the date of said  agreement,  the Company  shall not  thereafter
issue or sell any New  Securities,  without first again offering such securities
to the Holders in the manner specified in Section 16(b) above.

d. The right of first refusal  granted under this  Agreement  shall expire upon,
and shall not be applicable to, the first sale of Common Stock of the Company to
the public  effected  pursuant  to a  registration  statement  filed  with,  and
declared effective by, the Securities and Exchange Commission (the "Commission")
under the Securities  Act, with proceeds of more than  $10,000,000  and shall in
any event expire on June 1, 2005.

e. The right of first  refusal set forth in this  Section 16 may not be assigned
or  transferred,  except that (i) such right is assignable by each Holder to any
wholly-owned  subsidiary or parent of, or to any  corporation or entity that is,
within the meaning of the Securities  Act,  controlling,  controlled by or under
common control with, any such Holder,  and (ii) such right is assignable between
and among any of the Holders.

17.  Termination.  The covenants set forth in Sections 14 and 15 shall terminate
and be of no further force and effect after the closings of the Company's  first
firm commitment underwritten public offering registered under the Securities Act
in which all shares of Series A Preferred Stock are converted to Common Stock is
consummated  or where the  Company  becomes  subject to the  periodic  reporting
requirements  of Section  12(g) or 15(d) of the Exchange  Act,  whichever  event
shall first occur.

18.  Governing  Law.  This  Agreement  shall be governed in all  respects by the
internal  laws of the State of  California  without  regard to  conflict of laws
provisions.

19. Successors and Assigns.  Except as otherwise  expressly 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.

20. Entire Agreement; Amendment; Waiver. This Agreement constitutes the full and
entire  understanding  and  agreement  between  the  parties  with regard to the
subject  hereof No party  shall be  liable  or bound to any  other  party by any
warranties,  representations  or  covenants  except as  specifically  herein set
forth.  This  Agreement  supersedes  any  prior  written  or oral  agreement  or
understanding  with respect to the subject  matter  hereof.  Except as expressly
provided  herein,  neither  this  Agreement  nor any term hereof may be amended,
waived,

                                       13

<PAGE>

discharged or terminated other than by a written  instrument signed by the party
against whom enforcement of any such amendment, waiver, discharge or termination
is sought.

21.  Notices.  All  notices,  requests  and  other  communications  to any party
hereunder  shall be in writing and  addressed to the  respective  parties at the
following  addresses  (or at such address for a party as shall be specified in a
notice given in accordance with this Section 17):

              a. If to WRH/QIC, to:

              W.R. Hambrecht/QIC, LLC 550 15th Street San Francisco, CA 94103
              ATTN: J.D. Delafield

              b. If to HP, to:

              Hewlett-Packard Company 3000 Hanover Street Palo Alto, CA 94304
              Mailstop 20 BT ATTN: Director, Corporate Development

              With a copy to:

              Hewlett-Packard Company 3000 Hanover Street Palo Alto, CA 94304
              Mailstop 20 BQ ATTN: General Counsel

              c. If to the Company, to:

              QIC Holding Corp. 550 15th Street San Francisco, CA 94103 ATTN: J.
              D. Delafield

              All notices under this Section 21 shall be deemed to have been
              given upon receipt if delivered in person and shall be deemed to
              have been given (a) two (2) business days after transmission of a
              facsimile, telegram, telex, or (b) four (4) business days after
              deposit in United States registered or certified mail (postage
              prepaid, return receipt requested) or (c) two (2) business days
              after delivery to a reputable overnight courier.

22.  Delays or  Omissions.  Except as  expressly  provided  herein,  no delay or
omission to exercise any right,  power or remedy accruing to any party, upon any
breach or

                                       14

<PAGE>

default of another  party  under this  Agreement,  shall  impair any such right,
power or remedy of such  party nor shall it be  construed  to be a waiver of any
such  breach of 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  party  of any  provisions  or
conditions of this Agreement,  must be in writing and shall be effective only to
the extent  specifically set forth in such writing.  All remedies,  either under
this  Agreement  or by  law  or  otherwise  afforded,  to any  party,  shall  be
cumulative and not alternative.

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

24.  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
provisions,  which shall be replaced with an  enforceable  provision  closest in
intent and  economic  effect as the  severed  provision;  provided  that no such
severability shall be effective if it materially changes the economic benefit of
this Agreement to any party.

25. Titles and  Subtitles.  The titles and subtitles  used in this Agreement are
for convenience  only and are not to be considered in construing or interpreting
this Agreement.

IN WITNESS WHEREOF,  the parties hereto have executed this  Registration  Rights
Agreement effective as of the day and year first above written.

                                QIC HOLDING CORP.

                             By: /s/ J.D. Delafield
                             -----------------------------------
                             Name: J.D. Delafield
                             -----------------------------------
                             Title: President
                             -----------------------------------

                             W.R. HAMBRECHT/QIC, LLC
                             By: W.R. Hambrecht/QIC
                                Management, LLC
                                    Manager

                             By: /s/ J.D. Delafield
                             -----------------------------------
                             Name: J.D. Delafield
                             -----------------------------------
                             Title: Manager
                             -----------------------------------

                             HEWLETT-PACKARD COMPANY

                             By: /s/ Stephen H. Rusckowski
                             -----------------------------------
                             Name: General Manager
                             -----------------------------------
                             Title: Cardiology Products Division
                             -----------------------------------

                                   Stephen H. Rusckowski

                                       15



</TEXT>
</DOCUMENT>
