INVESTOR RIGHTS AGREEMENT



      This Investor Rights Agreement (the "Agreement") is made and entered into

as of August 11, 1998 by and among Number Nine Visual Technology Corporation, a

Delaware corporation (the "Company"), and Silicon Graphics, Inc., a Delaware

corporation ("Investor").



                                   RECITALS



      WHEREAS, the Company and Investor entered into a Securities Purchase

Agreement dated as of May 7, 1998 (the "Purchase Agreement") pursuant to which

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the Investor agreed to loan the Company an aggregate of Nine Million Dollars

($9,000,000) and the Company agreed to issue secured subordinated convertible

promissory notes (collectively the "Notes") which Notes are convertible into

shares of Series A Convertible Preferred Stock, $.0 1 par value per share (the

"Preferred Stock") and the Company issued to Investor a warrant exercisable for

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such number of shares of Preferred Stock and pursuant to such terms and

conditions as set forth in the warrant (the "Warrant") (such shares issuable

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upon conversion of the Notes and exercise of the Warrant are collectively

referred to herein as the "Preferred Shares"); and

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      WHEREAS, as a condition precedent to the conversion of the Notes and

exercise of the Warrant on such conditions and terms as set forth in the Notes,

the Warrant and the Purchase Agreement, the parties are obligated to execute and

deliver this Agreement.



      NOW, THEREFORE, in consideration of the foregoing and the mutual covenants

contained herein, the parties hereto agree as follows:



                                   AGREEMENT



      1.   Definitions

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      For the purposes of this Agreement, the following terms have the meanings

indicated below:

          

          1933 Act. The Securities Act of 1933, as amended, and the rules and

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regulations promulgated thereunder, as in effect from time to time.



          1934 Act. The Securities Exchange Act of 1934, as amended, and the

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rules and regulations promulgated thereunder, as in effect from time to time.



          Business Day. Each weekday that is not a day on which banking

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institutions in the Commonwealth of Massachusetts are authorized or obligated by

law or executive order to close.



           Commission. The United States Securities and Exchange Commission.

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           Common Stock. The Common Stock, $.01 par value per share, of the

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