Stock Purchase and Investor Rights Agreement

XIOX CORPORATION STOCK PURCHASE AND INVESTOR RIGHTS AGREEMENT

This Stock Purchase and Investor Rights Agreement (this "Agreement") is made and entered into as of , by and between , a Delaware corporation (the "Company"), and each of the persons listed on Exhibit A hereto, each of which is herein referred to as an "Investor."

RECITALS

WHEREAS, the Company desires to sell to each Investor, and each Investor desires to purchase from the Company, shares of Series B Preferred Stock, par value $.01 per share, of the Company (the "Series B Preferred Stock"), on the terms and conditions set forth in this Agreement; WHEREAS, such Series B Preferred Stock will be convertible into shares of the Common Stock, par value $.01 per share, of the Company (the "Common Stock");

NOW, THEREFORE, in consideration of the foregoing recitals, the mutual promises hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

VII. AGREEMENT TO PURCHASE AND SELL STOCK.

Section 1. Authorization. As of the first Closing, the Company's Board of Directors will have authorized the issuance and sale of up to shares of Series B Preferred Stock and up to shares of Common Stock for issuance upon conversion.

Section 2. Agreement to Purchase and Sell Securities. Subject to the terms and conditions hereof, the Company hereby agrees to issue and sell to each Investor and each Investor hereby agrees to acquire from the Company the number of shares of Series B Preferred Stock specified on Exhibit A at a price per share in cash equal to the Per Share Purchase Price.

Per Share Purchase Price:

Section 3. Use of Proceeds. The Company intends to apply the net proceeds from the sale of the Purchased Shares for corporate purposes disclosed to the Investors prior to the date hereof.

VIII. CLOSING.

Section 1. The purchase and sale of the Purchased Shares shall take place at one or more closings (each a "Closing").

Section 2. The Closings shall occur at at , within three business days after the conditions have been satisfied. All Closings shall occur on or before .

IX. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

The Company hereby represents and warrants to each Investor that the statements in this Section 3 are true and correct, except as set forth in the Disclosure Letter or disclosed in the SEC Documents:

Section 1. Organization Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.

Section 2. Capitalization. The authorized stock of the Company consists of shares of Common Stock and shares of Preferred Stock.

Section 3. Due Authorization. All corporate action on the part of the Company necessary for this Agreement and the issuance of the Purchased Shares has been taken.

Section 4. Valid Issuance of Stock. The shares of Series B Preferred Stock and shares of Common Stock issuable upon conversion will be duly authorized, validly issued, fully paid and non-assessable.

Section 5. Governmental Consents. No consent or authorization is required except as disclosed herein.

Section 6. Non-Contravention. Execution and performance of this Agreement do not conflict with the Company's governing documents or applicable law.

Section 7. Litigation. No action, suit, proceeding, claim, arbitration or investigation is pending or threatened.

Section 8. Compliance with Law and Charter Documents. The Company is in compliance with applicable laws except as would not have a Material Adverse Effect.

Section 9. SEC Documents. The Company has furnished copies of its Annual Report, Quarterly Reports, and other SEC filings.

Section 10. Absence of Certain Changes Since Balance Sheet Date. No material adverse changes have occurred since the Balance Sheet Date.

Section 11. Invention Assignment and Confidentiality Agreement. Relevant employees and consultants have executed invention assignment and confidentiality agreements.

Section 12. Intellectual Property. The Company owns or has rights to use necessary Intellectual Property.

Section 13. Registration Rights. No other registration rights are outstanding except as provided in this Agreement.

Section 14. Title to Property and Assets. The Company's properties and assets are owned free and clear of liens except as disclosed.

Section 15. Tax Matters. The Company has filed all material tax returns required to be filed.

Section 16. Full Disclosure. The information in this Agreement, the Disclosure Letter, and the SEC Documents is true and complete in all material respects.

Section 17. Finder's Fee. The Company is not obligated for any finder's or broker's fee or commission.

Section 18. Year 2000 Compliance. All products and internal computer systems are Year 2000 Compliant.

Section 19. Small Business Concern. The Company is a small business concern and will provide requested SBA information as applicable.

Section 20. Real Property Holding Corporation. The Company is not a real property holding corporation.

X. REPRESENTATIONS, WARRANTIES AND CERTAIN AGREEMENTS OF EACH INVESTOR.

Each Investor hereby severally, and not jointly, represents and warrants to the Company, and agrees that:

Section 1. Organization Good Standing and Qualification. The Investor is either a corporation or a partnership duly organized and validly existing under the laws indicated on Exhibit A.

Section 2. Authorization. This Agreement has been duly authorized by all necessary corporate or partnership action on the part of the Investor.

Section 3. Governmental Consents. No consent or authorization is required except filings under securities laws.

Section 4. Non-Contravention. Performance does not violate governing documents, law, or any material contract.

Section 5. Litigation. There is no action pending against the Investor that seeks to prevent the transactions contemplated.

Section 6. Purchase for Own Account. The Purchased Shares are being acquired for investment for the Investor's own account.

Section 7. Investment Experience. The Investor has experience in securities investments and can bear the economic risk.

Section 8. Accredited Investor Status. The Investor is an accredited investor.

Section 9. Restricted Securities. The Investor understands the securities are restricted securities.

Section 10. Legends. The Investor agrees to the restrictive legend and stop transfer orders.

Section 11. Finder's Fee. The Investor is not obligated for any finder's or broker's fee or commission.

XI. CONDITIONS TO EACH INVESTOR'S OBLIGATIONS AT CLOSING.

Section 1.1 Representations and Warranties True. The Company's representations and warranties will be true and correct in all material respects.

Section 1.2 Performance. The Company will have performed and complied with all agreements required on or before Closing.

Section 1.3 Securities Exemptions. The offer and sale of the Purchased Shares will be exempt from securities registration requirements.

Section 1.4 Proceedings and Documents. All corporate proceedings and documents will be satisfactory in form and substance.

Section 1.5 Certified Charter Documents. Certified copies of the Certificate of Incorporation, Certificate of Designations, and Bylaws will be delivered.

Section 1.6 Board Resolutions. Certified board resolutions approving this Agreement and the issuance of Purchased Shares will be delivered.

Section 1.7 Opinion of Company Counsel. The Investor will receive an opinion from Company counsel in the form attached as Exhibit C.

Section 1.8 No Material Adverse Effect. No Material Adverse Effect will have occurred between the date hereof and Closing.

Section 1.9 Nasdaq Requirements. The Company shall have satisfied Nasdaq Marketplace Rules requirements.

Section 1.10 Other Actions. The Company shall have executed any customary or reasonably requested documents.

XII. CONDITIONS TO THE COMPANY'S OBLIGATIONS AT CLOSING.

Section 1. Representations and Warranties True. The representations and warranties of each Investor will be true and correct in all material respects.

Section 2. Performance. Each Investor will have performed and complied with all obligations required on or before the Closing.

Section 3. Payment of Purchase Price. Each Investor will have delivered the full purchase price of the Purchased Shares.

Section 4. Securities Exemptions. The offer and sale of the Purchased Shares will be exempt from securities registration requirements.

Section 5. Proceedings and Documents. All proceedings and documents will be satisfactory to the Company and its counsel.

Section 6. Nasdaq Requirements. If required, the Company shall have obtained shareholder approval for issuance.

Section 7. Other Actions. Each Investor shall have executed all customary or reasonably requested documents.

XIII. COVENANTS OF THE PARTIES.

Section 1. Information Rights.

1.1 Financial Information. The Company shall furnish annual and quarterly reports to each Investor.

1.2 SEC Filings. The Company shall deliver copies of other SEC filings promptly after filing.

Section 2. Registration Rights.

2.1 Definitions. "Registrable Securities" includes the Purchased Shares and securities issued upon conversion.

2.2 Demand Registration. Holders may request registration under specified conditions.

2.3 Piggyback Registrations. Holders may include shares in future registrations subject to terms herein.

2.4 Form S-3 Registration. The Company shall use reasonable efforts to file and maintain a Form S-3 registration statement.

2.5 Obligations of the Company. The Company shall prepare filings, amendments, prospectuses, and related documents as required.

2.6 Furnish Information. Selling Holders must furnish required information to the Company.

2.7 Indemnification. The Company and selling Holders provide indemnification and contribution provisions.

2.8 Termination of the Company's Obligations. The Company's obligations terminate after the specified period or Rule 144 availability.

2.9 No Registration Rights to Third Parties. The Company shall not grant third-party registration rights without required consent.

2.10 Suspension Provisions. Suspension Notice provisions may delay registration actions under specified conditions.

XIV. ASSIGNMENT.

The rights of each Investor under Section 7(a) and (b) are transferable to qualified assignees subject to the conditions stated herein. Notwithstanding anything to the contrary, this Agreement may not be assigned by any Investor in whole or in part to any Competitor of the Company.

XV. MISCELLANEOUS.

Section 1. Successors and Assigns. The terms and conditions of this Agreement will inure to the benefit of and be binding upon the parties and their successors and assigns.

Section 2. Governing Law. This Agreement will be governed by the internal laws of the State of Delaware.

Section 3. Counterparts. This Agreement may be executed in two or more counterparts.

Section 4. Headings. Headings are for convenience only and not for interpretation.

Section 5. Notices. Notices shall be given in writing to the addresses on the signature page.

Section 6. No Finder's Fees. Each party will indemnify the other for finder’s or broker’s fees caused by its own representatives.

Section 7. Amendments and Waivers. Amendments require the written consent of the Company and the holders specified herein.

Section 8. Severability. If any provision is unenforceable, the remainder remains in effect.

Section 9. Entire Agreement. This Agreement and related documents constitute the entire agreement.

Section 10. Further Assurances. The parties will execute additional documents as reasonably necessary.

Section 11. Meaning of Include and Including. "Include" and "including" mean "without limitation."

Section 12. Fees, Costs and Expenses. Each party bears its own fees, costs, and expenses.

Section 13. Competition. Nothing herein precludes the parties from competing with one another.

Section 14. Cooperation in HSR Act Filings. The parties shall cooperate with required HSR Act filings and related actions.

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

Exhibit A

Investor list and share purchase details.

Exhibit B

Certificate of Designations, Preferences and Other Rights of Series B Preferred Stock.

Exhibit C

Form of Opinion of Company Counsel.