REGISTRATION RIGHTS AGREEMENT



         This Registration Rights Agreement dated as of July 7, 2000 (the

"AGREEMENT") is by and among NetScout Systems, Inc., a Delaware corporation

("NETSCOUT"), the stockholders listed on the signature page hereto

(collectively, the "STOCKHOLDERS"), the holders of Warrants (as defined below)

listed on the signature page hereto (collectively, the "WARRANTHOLDERS") and

Silicon Valley Bank (the "BANK" and together with the Stockholders and the

Warrantholders, the "HOLDERS").



                                   WITNESSETH:



         WHEREAS, NetScout has entered into an Agreement and Plan of

Reorganization (the "MERGER AGREEMENT") dated as of the date hereof with

NetScout Service Level Corporation, NextPoint Networks, Inc. ("NEXTPOINT"), and

certain individuals, pursuant to which NextPoint will be merged with and into

Merger Sub (as defined in the Merger Agreement) (the "MERGER");



         WHEREAS, in the Merger, (a) the Stockholders will receive shares of

Common Stock, par value $.001 per share, of NetScout (the "COMMON STOCK") in

exchange for shares of capital stock of NextPoint now owned by the Stockholders

and (b) the Warrantholders will receive shares of Common Stock upon the exercise

of Warrants now held by the Warrantholders; and



         WHEREAS, the Holders desire to have, and NetScout is willing to grant

to the Holders, certain rights to have shares of Common Stock issued to the

Stockholders in the Merger or to the Warrantholders upon exercise of the

Warrants registered for resale to the public on the terms and subject to the

conditions set forth in this Agreement;



         WHEREAS, it is a condition of the Holders' willingness to agree to the

Merger that they be granted the rights set forth in this Agreement;



         NOW, THEREFORE, in consideration of these premises and the mutual

agreements, provisions and covenants contained in this Agreement and other good

and valuable consideration, the receipt and sufficiency of which are hereby

acknowledged, NetScout and the Holders agree as follows:





                                    ARTICLE I



                          DEFINITIONS AND EFFECTIVENESS



         1.1 COMMON DEFINITIONS. Unless otherwise defined in this Agreement,

capitalized terms used in this Agreement that are defined in the Merger

Agreement shall have the meanings assigned to them in the Merger Agreement, and

the rules of construction and documentary conventions set forth in the Merger

Agreement shall apply to this Agreement.





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                     Registration Rights Agreement -- Page 2





         1.2 CERTAIN DEFINITIONS. For purposes of this Agreement, the following

terms shall have the meanings set forth below:



                  "EXCHANGE ACT" means the Securities Exchange Act of 1934, as

 amended.



                  "EXISTING REGISTRATION RIGHTS AGREEMENT" means the Amended and

Restated Rights Agreement dated as of January 15, 1999 by and between NetScout

and the persons listed in the signature pages thereto.



                  "EXISTING RIGHTSHOLDERS" means the stockholders of NetScout

who have registration rights under the Existing Registration Rights Agreement.



                  "REGISTRATION EXPENSES" means the expenses incurred by

NetScout in complying with Article II, including registration and filing fees,

securities exchange or market listing fees, printing expenses, fees and

disbursements of counsel for NetScout, state Blue Sky fees and expenses, the

fees and expenses of one counsel selected by the Holders to represent the

Holders and the expense of any special audits incident to or required by any

such registration, but excluding any underwriting commissions and discounts and

selling concessions and any stock transfer Taxes.



                  "REGISTRABLE SHARES" means any shares of Common Stock received

by the Holders in the Merger (including Escrow Shares and Holdback Shares which

are ultimately released to the Stockholders) or as a result of the exercise of

the Warrants, and any additional unregistered shares received by the Holders as

a stock dividend on the Registrable Shares, or pursuant to a stock split or

similar recapitalization of NetScout's Common Stock; PROVIDED, HOWEVER, that

"Registrable Shares" shall not include any such shares of Common Stock that as

of the date of the determination (x) have previously been sold by a Holder

pursuant to Rule 144 under the Securities Act or (y) may be sold either without

limitation pursuant to Rule 144(k) under the Securities Act or in a single

transaction without being affected by the volume limitations of Rule 144 under

the Securities Act.



                  "SECURITIES ACT" means the Securities Act of 1933, as amended.



                  "TRANSFER" means any offer to sell, sale, assignment, pledge,

transfer, contract to sell, grant of any option or other right to purchase,

grant of any ownership interest, or other disposition or change of legal, record

or beneficial ownership, whether direct or indirect, voluntary or involuntary.

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