PEOPLEPC INC.



                          REGISTRATION RIGHTS AGREEMENT



                                DECEMBER 17, 2001













                                TABLE OF CONTENTS







                                                                            Page

                                                                         

SECTION 1 GENERAL...........................................................   1



         1.1      Definitions...............................................   1



SECTION 2 REGISTRATION......................................................   3



         2.1      Shelf Registration........................................   3

         2.2      Expenses of Registration..................................   6

         2.3      Obligations of the Company................................   6

         2.4      Furnishing Information....................................   7

         2.5      Indemnification...........................................   7

         2.6      Assignment of Registration Rights.........................  10

         2.7      Amendment of Registration Rights..........................  10

         2.8      Rule 144 Reporting........................................  10

         2.9      Termination...............................................  11



SECTION 3 MISCELLANEOUS.....................................................  11



         3.1      Governing Law.............................................  11

         3.2      Successors and Assigns....................................  11

         3.3      Entire Agreement..........................................  12

         3.4      Severability..............................................  12

         3.5      Amendment and Waiver......................................  12

         3.6      Delays or Omissions.......................................  12

         3.7      Notices...................................................  12

         3.8      Titles and Subtitles......................................  13

         3.9      Counterparts..............................................  13

         3.10     Expenses..................................................  13

         3.11     Specific Enforcement......................................  14

         3.12     Attorneys' Fees...........................................  14

         3.13     Survival..................................................  14





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                                  PEOPLEPC INC.



                          REGISTRATION RIGHTS AGREEMENT



      THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is entered into as of

the 17th day of December 2001 by and among PEOPLEPC INC., a Delaware corporation

(the "Company"), and the holders of the Company's Series B Preferred Stock, par

value $0.0001 per share ("Series B Stock"), set forth on Exhibit A hereto (the

"Investors").



                                    Recitals



      WHEREAS, the Company and the Investors have entered into the Series B

Preferred Stock Purchase Agreement, dated as of December 17, 2001 (the "Stock

Purchase Agreement") providing for, among other things, the sale by the Company

and the purchase by the Investors of an aggregate of 6,400,000 shares of Series

B Stock;



      WHEREAS, as a condition of entering into the Stock Purchase Agreement, the

Investors have requested that the Company extend to them registration rights for

shares issued in accordance with the Stock Purchase Agreement; and



      WHEREAS, the Company's and Investors' obligations under the Stock Purchase

Agreement are conditioned upon the execution and delivery of this Agreement by

such parties.



      NOW, THEREFORE, in consideration of the mutual promises, representations,

warranties, covenants and conditions set forth in this Agreement and in the

Stock Purchase Agreement, the parties hereto agree as follows:



                                    SECTION 1



                                     GENERAL



      1.1 Definitions. As used in this Agreement the following terms shall have

the following respective meanings:



      "Affiliate" means, with respect to a specified person or entity, a person

or entity that directly, or indirectly through one or more intermediaries,

controls, or is controlled by, or is under common control with, the person or

entity specified.



      "Closing" means the consummation of the purchase of the shares of Series B

Stock contemplated by the Stock Purchase Agreement.



      "Common Stock" means shares of Common Stock, par value $0.001 per share,

of the Company.







      "Exchange Act" means the Securities Exchange Act of 1934, as amended.



      "Holder" means any person owning of record Registrable Securities that

have not been sold to the public or any assignee of record of such Registrable

Securities.



      "Prospectus" means the prospectus included in any Registration Statement,

all amendments and supplements to such prospectus, including post-effective

amendments, and all other material incorporated by reference in such prospectus.



      "Put Option" has the meaning set forth in the definition of Put Option

Stock.



      "Put Option Stock" means the Common Stock issuable upon exercise of the

put option (the "Put Option")granted by the Company in the Put Option Agreement,

dated May 30, 2001, entered into by the Company, @viso Limited, Bowerbrook

Limited, SOFTBANK Capital Partners LP, SOFTBANK Capital LP and SOFTBANK Capital

Advisors Fund LP.



      "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 by the SEC of effectiveness of

such registration statement or document.



      "Registrable Securities" means (a) shares of Common Stock issued or

issuable upon conversion of the Series B Stock or the Put Option Stock; and (b)

any securities issued as (or issuable upon the conversion or exercise of any

warrant, right or other security which is issued as) a dividend or other

distribution with respect to, or in exchange for or in replacement of, such

Common Stock, the Series B Stock or the Put Option Stock. Notwithstanding the

foregoing, Registrable Securities shall not include any securities sold by a

person to the public pursuant to an effective Registration Statement or that can

be sold under Rule 144(k) pursuant to the Securities Act (or any successor

provision).



      "Registrable Securities then outstanding" shall be the number of shares

determined by calculating the total number of shares of the Company's Common

Stock that are Registrable Securities and either (a) are then issued and

outstanding or (b) are issuable upon conversion of Series B Stock, upon exercise

of the Put Option or upon the exercise or conversion of then exercisable or

convertible securities.



      "Registration Expenses" shall mean all expenses incurred by the Company in

complying with Section 2.1 hereof, including, without limitation, all

registration and filing fees, printing expenses, accounting fees, fees and

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