<PAGE>
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 20, 2000
 
                                                      REGISTRATION NO. 333-
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                 --------------
 
                                    FORM S-1
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                                 --------------
 
                                  OMNICELL.COM
             (Exact name of registrant as specified in its charter)
 

<TABLE>
<S>                             <C>                             <C>
           DELAWARE                          3571                         94-3166458
 (State or other jurisdiction    (Primary Standard Industrial          (I.R.S. Employer
              of                 Classification Code Number)         Identification No.)
incorporation or organization)
</TABLE>

 
                               ------------------
 
                             1101 EAST MEADOW DRIVE
                          PALO ALTO, CALIFORNIA 94303
                                 (650) 251-6100
 
         (Address, including zip code, and telephone number, including
            area code, of registrant's principal executive offices)
                               ------------------
 
                                Sheldon D. Asher
                     President and Chief Executive Officer
                             1101 East Meadow Drive
                          Palo Alto, California 94303
                                 (650) 251-6100
 
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)
                               ------------------
 
                                   Copies to:
 

<TABLE>
<S>                                                <C>
          James C. Gaither, Esq.                              Gary J. Kocher, Esq.
         Robert J. Brigham, Esq.                        Christopher H. Cunningham, Esq.
            COOLEY GODWARD LLP                             PRESTON GATES & ELLIS LLP
           Five Palo Alto Square                          701 Fifth Avenue, Suite 5000
            3000 El Camino Real                          Seattle, Washington 98104-7078
     Palo Alto, California 94306-2155                            (206) 623-7580
              (650) 843-5000
</TABLE>

 
                               ------------------
 
        APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
 
   As soon as practicable after the Registration Statement becomes effective.
                               ------------------
 
    If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. / /
 
    If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
 
    If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
 
    If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
 
    If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
                               ------------------
 

                        CALCULATION OF REGISTRATION FEE
 

<TABLE>
<CAPTION>
                                                               PROPOSED MAXIMUM
                    TITLE OF SECURITIES                            AGGREGATE            AMOUNT OF
                      TO BE REGISTERED                         OFFERING PRICE(1)    REGISTRATION FEE
<S>                                                           <C>                  <C>
Common Stock................................................      $57,500,000            $15,180
</TABLE>

 
(1) Estimated solely for the purpose of calculating the amount of the
    registration fee in accordance with Rule 457 under the Securities Act of
    1933, as amended.
                               ------------------
 
    THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
 
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

<PAGE>
SUBJECT TO COMPLETION, DATED APRIL 20, 2000
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THSE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND WE ARE NOT SOLICITING OFFERS TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

<PAGE>
[OMNICELL.COM LOGO]
 
            SHARES
 
COMMON STOCK
 
This is the initial public offering of Omnicell.com, and we are offering
shares of our common stock. We anticipate that the initial public offering price
will be between $            and $            per share.
 
We intend to apply to list our common stock on the Nasdaq National Market under
the symbol "OMCL."
 
INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS" BEGINNING ON
PAGE 6.
 
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
 

<TABLE>
<CAPTION>

                                                                                UNDERWRITING
                                                              PRICE TO          DISCOUNTS AND    PROCEEDS TO
                                                              PUBLIC            COMMISSIONS      OMNICELL.COM
<S>                                                           <C>               <C>              <C>
Per Share                                                     $                 $                 $
Total                                                         $                 $                 $
</TABLE>

 
We have granted the underwriters the right to purchase up to         additional
shares to cover over-allotments.
 
DEUTSCHE BANC ALEX. BROWN
 
           DONALDSON, LUFKIN & JENRETTE
 
                      BANC OF AMERICA SECURITIES LLC
 
                                 U.S. BANCORP PIPER JAFFRAY
 
The Date of this prospectus is         , 2000

<PAGE>
                               INSIDE FRONT COVER
 
    Supply Chain Management for Healthcare (header, centered)
 
    Omnicell.com has a seven-year track record of helping healthcare facilities
gain control over their supply chains. We have installed automation systems at
over 1,300 customer facilities, have completed more than 1,250 interfaces with
back-end systems, and generated more than $50 million in revenue in 1999. In
addition, the Omnicell Commerce Network provides an e-commerce service that
incorporates and extends Commerce One's B2B e-commerce technology into
healthcare. (upper half)
 
    - Person and two automated dispensing cabinets (images)
 
    - Map of southern Canada and the United States (images), annotated with
      number of automation system facilities per state and symbols representing
      Omnicell Commerce Network participants currently transacting
 
    - Omnicell Commerce Network Logo image (lower left)
 
    - Powered by Commerce One Logo image (lower left)
 
    - OmniBuyer application screen shot image (lower right)
 
    - Omnicell.com Logo image (footer, centered)
 
                         INSIDE FOLDOUT PANELS 1 AND 2
 
    Linking the Healthcare Supply Chain, Starting with the Buyer (top left)
 
    The Omnicell Commerce Network
 
    The Omnicell Commerce Network is an e-commerce service that consists of two
Web-based applications, OmniBuyer and OmniSupplier.
 
    OmniBuyer provides buyers:
 
    - online automation of front-end business rules
 
    - online access to customized multi-supplier catalogs
 
    - reduced processing costs and pricing disputes
 
    - integration with back-end systems
 
    - Web-enabled back-end systems
 
    - access to low-cost information services
 
    OmniSupplier provides suppliers:
 
    - a single point of connection with all buyers
 
    - reduced transaction costs
 
    - reduced customer service costs
 
    - access to new markets and customers (lower left)
 
    Omnicell.com Logo image (lower left corner)
 
    - Healthcare facility image, including images of generic people and
      automation systems (center)
 
    - OmniBuyer application screen shot image (left center)
 
    - Person and a two-cell automated dispensing cabinet images (lower center)
 
    Commerce One Global Trading Web text within image (top right)

<PAGE>
    Manufacturers, distributors, GPOs, online marketplaces, auction sites text
within image (upper right)
 
    Omnicell Commerce Network Logo image (upper right)
 
    Two movable automated dispensing cabinets image (lower right)
 
    Automated dispensing cabinet image (lower right)
 
    Automation Systems
 
    Our automation systems manage and dispense medical supplies and
pharmaceuticals directly to healthcare professionals at the point of use
throughout the healthcare facility, reducing waste and inefficiency. (lower
right)
 
                               INSIDE BACK COVER
 
    Supply Chain Management for Healthcare (header, centered)
 
    Automation Systems (centered)
 
    - Seven automated dispensing cabinet images (upper half)
 
    Omnicell Commerce Network Logo image (centered)
 
    - Three OmniBuyer application screen shot images (lower half)
 
    Omnicell.com Logo image (footer, centered)

<PAGE>

                               PROSPECTUS SUMMARY
 
    THIS SUMMARY HIGHLIGHTS SELECTED INFORMATION FROM THIS DOCUMENT AND DOES NOT
CONTAIN ALL OF THE INFORMATION YOU SHOULD CONSIDER BEFORE INVESTING IN OUR
COMMON STOCK. TO UNDERSTAND THE RISKS INVOLVED, YOU SHOULD CAREFULLY READ THE
ENTIRE PROSPECTUS, INCLUDING THE "RISK FACTORS" SECTION AND THE FINANCIAL
STATEMENTS, BEFORE MAKING AN INVESTMENT DECISION.
 
                                  OMNICELL.COM
 
    We provide a comprehensive, buyer-focused, supply chain management solution
that addresses the limitations of the traditional healthcare supply chain. The
Omnicell Commerce Network and our supply and pharmacy automation systems
streamline procurement and inventory management processes for hospitals and
alternate care facilities. We integrate these functions with back-end systems to
provide coordinated decision making and purchasing of medical and non-medical
supplies. Our systems improve efficiencies and generate substantial cost savings
throughout the healthcare enterprise. In addition, our position as a neutral and
unbiased e-commerce facilitator enables healthcare buyers to connect directly to
suppliers without any channel management on our part. We also provide suppliers
(including manufacturers, distributors, group purchasing organizations (GPOs),
online marketplaces and online auction sites) an attractive means to reduce
their sales, marketing and customer support costs and potentially grow their
revenues.
 
    The Omnicell Commerce Network consists of two Web-based applications,
OmniBuyer and OmniSupplier, that incorporate and extend Commerce One, Inc.'s
business-to-business e-commerce technology platform into healthcare. With these
two applications, we connect buyers and suppliers to create a network that
provides healthcare buyers with access to medical and non-medical products and
services. The Omnicell Commerce Network provides a single online point of entry
for the procurement needs of healthcare buyers. We have structured the network
based on an application service provider (ASP) business model.
 
    Our automation systems manage and dispense medical supplies and
pharmaceuticals directly to healthcare professionals throughout a healthcare
facility at the point of use. These automation systems consist of modular,
secured and computerized cabinets that track transaction data, inventory levels,
expenses and patient billing. Since 1993, we have installed over 14,000 cabinets
in over 1,300 healthcare facilities. We estimate that approximately
$600 million in medical supplies flowed through our installed automation systems
in 1999.
 
                                  OUR PRODUCTS
 
OMNIBUYER
 
    OmniBuyer is a secure Web-based procurement application that automates and
integrates healthcare requisition and approval processes. OmniBuyer is based on
Commerce One's BuySite technology that we customize to meet the complex needs of
healthcare buyers. Our OmniBuyer service provides the following benefits to
healthcare buyers:
 
    - online automation of front-end requisition and approval functions;
 
    - online access to customized multi-supplier catalogs;
 
    - reduced processing costs and pricing disputes;
 
    - integration with back-end systems;
 
    - Web-enabled back-end systems; and
 
    - access to low-cost information services.
 
                                       1

<PAGE>
OMNISUPPLIER
 
    OmniSupplier is a secure Web-based application that enables suppliers to
connect and transact with our OmniBuyer customers. OmniSupplier is based on
Commerce One's MarketSite technology that we customize to meet the complex needs
of healthcare suppliers. Our OmniSupplier service offers the following benefits
to suppliers:
 
    - single point of connection with all buyers;
 
    - reduced transaction costs;
 
    - reduced customer service costs; and
 
    - access to new markets and customers.
 
AUTOMATION SYSTEMS
 
    Our automation systems consist of modular, secured and computerized cabinets
and related software technology that manage and dispense medical supplies and
pharmaceuticals. We have one line of supply cabinets and two lines of pharmacy
cabinets, OmniCell pharmacy systems and Sure-Med cabinets, which we acquired
from Baxter Healthcare Corporation in January 1999. Our automation systems
provide the following benefits to healthcare facilities:
 
    - reduced consumption and expenses;
 
    - improved tracking and management of inventory;
 
    - increased data capture;
 
    - improved security and regulatory compliance; and
 
    - standardized interfaces and a single database.
 
                                  OUR STRATEGY
 
    Our goal is to become the leading business-to-business e-commerce network
for the healthcare industry. Key elements of our strategy include:
 
    - FACILITATE MANAGEMENT OF THE HEALTHCARE SUPPLY CHAIN. We intend to enable
      better management of the healthcare supply chain by providing a single
      online point of entry for the procurement needs of healthcare buyers that
      incorporates and automates the buyer's existing requisition and approval
      process.
 
    - ACCELERATE ADOPTION AND USE OF THE OMNICELL COMMERCE NETWORK. We intend to
      continue to leverage our extensive healthcare industry experience and
      relationships as well as our installed base of automation systems
      customers to rapidly increase adoption and use of the Omnicell Commerce
      Network.
 
    - LEVERAGE OUR TECHNICAL EXPERTISE. We are employing our interface expertise
      and our understanding of healthcare facilities' operating processes to
      integrate OmniBuyer with healthcare facilities' existing front-end and
      back-end systems.
 
    - DEVELOP STRATEGIC RELATIONSHIPS. We expect to continue to enter into
      strategic relationships with medical and non-medical products distributors
      and manufacturers, online marketplaces, online auction sites, GPOs,
      service providers and technology vendors to enhance the Omnicell Commerce
      Network's breadth and depth.
 
                                       2

<PAGE>
    - CAPITALIZE ON REVENUE OPPORTUNITIES GENERATED BY THE OMNICELL COMMERCE
      NETWORK. We anticipate that as participation in the Omnicell Commerce
      Network increases, a substantial portion of our revenue growth will be
      generated by the services offered by the Omnicell Commerce Network.
 
    Our principal executive offices are located at 1101 East Meadow Drive, Palo
Alto, California 94303, and our telephone number is (650) 251-6100. Our Web site
is located at www.omnicell.com. The information on our Web site is neither
incorporated by reference into nor a part of this prospectus. Our logo,
Omnicell.com-Registered Trademark-, OmniCenter-Registered Trademark-,
OmniReporter-Registered Trademark-, OmniRx-Registered Trademark-, See &
Touch-TM- and Sure-Med-Registered Trademark- are trademarks of Omnicell.com.
BuySite-TM- and MarketSite-TM- are trademarks of Commerce One. This prospectus
also includes trademarks of companies other than our own.
 
                                  OUR HISTORY
 
    We were incorporated in California in September 1992 under the name OmniCell
Technologies, Inc. In September 1999, we changed our name to Omnicell.com, and
we intend to reincorporate in Delaware in           , 2000.
 
    UNLESS OTHERWISE INDICATED, ALL SHARE AMOUNTS AND FINANCIAL INFORMATION
PRESENTED IN THIS PROSPECTUS:
 
    - GIVE EFFECT TO THE CONVERSION OF ALL OF OUR REDEEMABLE CONVERTIBLE
      PREFERRED STOCK, CONVERTIBLE PREFERRED STOCK AND CONVERTIBLE NOTE PAYABLE
      INTO OUR COMMON STOCK, WHICH WILL OCCUR AUTOMATICALLY UPON COMPLETION OF
      THIS OFFERING;
 
    - ASSUME THE UNDERWRITER'S OVER-ALLOTMENT OPTION IS NOT EXERCISED; AND
 
    - GIVE EFFECT TO OUR REINCORPORATION IN DELAWARE.
 
                                       3

<PAGE>
                                  THE OFFERING
 

<TABLE>
<S>                                            <C>
Common stock offered by us...................  __________ shares
 
Common stock to be outstanding after the
  offering...................................  __________ shares
 
Use of proceeds..............................  To repay debt owed to Baxter Healthcare, to
                                               expand sales, marketing and customer support
                                               activities, to continue the development and
                                               marketing of the Omnicell Commerce Network
                                               and for working capital and other general
                                               corporate purposes, including potential
                                               acquisitions.
 
Proposed Nasdaq National Market symbol.......  OMCL
</TABLE>

 
    The number of shares of common stock to be outstanding after the offering is
based on 18,418,807 shares outstanding on March 31, 2000. This number assumes
the conversion into common stock of all of our redeemable convertible preferred
stock, convertible preferred stock and convertible note payable outstanding on
that date and excludes, as of March 31, 2000:
 
    - 5,204,688 shares of common stock that may be issued upon exercise of
      outstanding options;
 
    - 106,749 shares of common stock that may be issued upon exercise of
      outstanding warrants; and
 
    - 2,591,016 shares of common stock reserved for future issuance under our
      stock option and employee stock purchase plans.
 
                                       4

<PAGE>
               SUMMARY CONSOLIDATED FINANCIAL AND OPERATING DATA
                (IN THOUSANDS, EXCEPT PER SHARE AND OTHER DATA)
 
    You should read the following summary consolidated financial data together
with "Management's Discussion and Analysis of Financial Condition and Results of
Operations" and our consolidated financial statements and related notes included
in this prospectus.
 
    The pro forma net loss per share data and the pro forma as adjusted balance
sheet data give effect to the conversion of all of our redeemable convertible
preferred stock, convertible preferred stock and convertible note payable into
shares of our common stock, which will occur automatically upon the completion
of this offering. The pro forma as adjusted balance sheet data also give effect
to the sale of       shares of common stock by us at an assumed initial public
offering price of $      per share and the application of the net proceeds from
this offering as discussed in "Use of Proceeds."
 

<TABLE>
<CAPTION>
                                                                 YEAR ENDED DECEMBER 31,
                                                              ------------------------------
                                                                1997       1998       1999
                                                              --------   --------   --------
<S>                                                           <C>        <C>        <C>
STATEMENT OF OPERATIONS AND OTHER DATA:
Revenues....................................................  $ 36,073   $48,212    $ 52,604
Cost of revenues............................................    16,211    17,384      36,140
                                                              --------   -------    --------
Gross profit................................................    19,862    30,828      16,464
Loss from operations........................................   (10,864)     (218)    (31,296)
Net income (loss)...........................................  $(10,112)  $   636    $(33,213)
                                                              ========   =======    ========
Net income (loss) per share:
  Basic.....................................................  $  (5.54)  $  0.29    $ (14.12)
                                                              ========   =======    ========
  Diluted...................................................  $  (5.54)  $  0.04    $ (14.12)
                                                              ========   =======    ========
Weighted average common shares outstanding:
  Basic.....................................................     1,830     2,083       2,353
  Diluted...................................................     1,830    17,621       2,353
Pro forma net loss per share:
  Basic and diluted.........................................                        $  (2.10)
                                                                                    ========
Pro forma weighted average common shares outstanding:
  Basic and diluted.........................................                          15,801
Cumulative number of sites of installed automation
  systems...................................................       624     1,030       1,306
</TABLE>

 

<TABLE>
<CAPTION>
                                                                 DECEMBER 31, 1999
                                                              -----------------------
                                                                          PRO FORMA
                                                               ACTUAL    AS ADJUSTED
                                                              --------   ------------
                                                                  (IN THOUSANDS)
<S>                                                           <C>        <C>
BALANCE SHEET DATA:
Cash, cash equivalents and short-term investments...........  $ 6,698
Total assets................................................   36,449
Deferred gross profit.......................................   31,370
Long-term obligations, net of current portion...............    9,309
Redeemable convertible preferred stock......................   15,166
Total stockholders' equity (net capital deficiency).........  (42,839)
</TABLE>

 
------------
 
    - Cost of revenues for the year ended December 31, 1999 includes special
      charges related to the writedown of Sure-Med inventory--$12.5 million;
      additional costs recorded due to sale of Sure-Med inventory which was
      recorded at fair value upon acquisition--$1.1 million; and writedown of
      inventory designated for a marketing program--$1.5 million.
 
    - Loss from operations for the year ended December 31, 1999 includes
      integration expenses associated with acquisition of Sure-Med product
      line--$0.8 million; write off of equity investment--$0.6 million; and
      write off of leasehold improvements and other equipment--$0.9 million.
 
    - Net loss and pro forma net loss per share for the year ended December 31,
      1999, excluding non-recurring charges and charges associated with the
      Sure-Med product line acquisition would have been $(15.8) million and
      $(1.00), respectively.
 
    - Deferred gross profit on the balance sheet represents gross margin on
      sales of automation products that have been shipped to, accepted and in
      most instances paid for by our customer but not yet installed at the
      customer site. The revenues and cost of revenues for such items will be
      recorded upon completion of installation.
 
    - The amounts shown for the year ended December 31, 1999 include the results
      of the Sure-Med product line acquisition from January 29, 1999 to the end
      of 1999.
 
                                       5

<PAGE>

                                  RISK FACTORS
 
    BEFORE MAKING AN INVESTMENT DECISION, YOU SHOULD CAREFULLY CONSIDER THE
RISKS DESCRIBED BELOW, TOGETHER WITH ALL OF THE OTHER INFORMATION INCLUDED IN
THIS PROSPECTUS. IF ANY OF THE FOLLOWING RISKS ACTUALLY OCCURS, OUR BUSINESS,
FINANCIAL CONDITION OR OPERATING RESULTS COULD BE MATERIALLY ADVERSELY AFFECTED.
IN THIS CASE, THE TRADING PRICE OF OUR COMMON STOCK COULD DECLINE AND YOU MAY
LOSE ALL OR PART OF YOUR INVESTMENT. ADDITIONAL RISKS AND UNCERTAINTIES THAT WE
DO NOT CURRENTLY KNOW ABOUT OR THAT WE CURRENTLY DEEM IMMATERIAL MAY ALSO IMPAIR
OUR BUSINESS. SEE "SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS."
 
                     RISKS RELATING TO OUR CURRENT BUSINESS
 
THE LAUNCH OF THE OMNICELL COMMERCE NETWORK WILL REQUIRE US TO DEVELOP
SIGNIFICANT NEW CAPABILITIES AND MAY NOT BE SUCCESSFUL.
 
    Our business-to-business e-commerce model is based on the creation of a
Web-based procurement service for healthcare organizations for the purchase of
medical and non-medical products and services. Our business model is unproven
and depends on our ability to, among other things:
 
    - accurately determine the features, functionality and services that our
      customers require or desire in an e-commerce procurement solution;
 
    - successfully design and implement a Web-based procurement system that
      includes these features, functionality and services;
 
    - install applications for and develop interfaces with healthcare
      facilities' back-end systems;
 
    - enter into agreements with suppliers (including manufacturers,
      distributors, GPOs, online marketplaces and online auction sites) of
      healthcare products and services;
 
    - create a critical mass of healthcare buyers and suppliers that regularly
      transact on the Omnicell Commerce Network; and
 
    - generate significant revenues from the Omnicell Commerce Network.
 
    The Omnicell Commerce Network will compete against traditional,
well-established methods of procuring healthcare products and services. It may
not achieve broad market acceptance for a variety of reasons, including but not
limited to:
 
    - the reluctance of healthcare buyers to abandon current purchasing methods;
 
    - the costs and resources required for healthcare buyers to switch
      purchasing methods;
 
    - the need for products and services not offered through the Omnicell
      Commerce Network; and
 
    - the partnerships between and among healthcare manufacturers, distributors,
      GPOs, online marketplaces and online auction sites.
 
THE ADOPTION OF THE INTERNET BY HEALTHCARE ORGANIZATIONS AS A MEDIUM FOR
TRANSACTING BUSINESS IS NECESSARY FOR THE FUTURE GROWTH OF THE OMNICELL COMMERCE
NETWORK.
 
    The market for healthcare business-to-business e-commerce products and
services is new and rapidly evolving. Our future revenues and any future profits
generated by the Omnicell Commerce Network depend not only upon the widespread
acceptance and use of the Internet for business-to-business commerce in general,
but also upon the acceptance and use of the
 
                                       6

<PAGE>
Internet by healthcare organizations for the procurement of medical and
non-medical products and services. Historically, healthcare facilities have been
slow to adopt new technologies. The success of the Omnicell Commerce Network
depends on the willingness of healthcare organizations to abandon their current
purchasing methods and switch to a business-to-business e-commerce solution. We
cannot assure you that these organizations will find it either cost-effective or
worthwhile to implement our solution. Healthcare organizations that have signed
agreements subscribing to the OmniBuyer service are not obligated to adopt,
implement or use the service and may terminate the agreements on thirty days'
written notice. We do not collect subscription fees from OmniBuyer customers
until after they begin to transact business over the Omnicell Commerce Network.
There can be no assurance that these healthcare organizations will transact on
the Omnicell Commerce Network.
 
    The acceptance and use of the Internet by healthcare organizations for
business-to-business e-commerce could be limited by a number of factors,
including:
 
    - low adoption and utilization of the Internet by healthcare organizations
      and suppliers in general;
 
    - any real or perceived difficulty in conducting business over the Internet;
 
    - any real or perceived limits to the efficiencies or advantages of
      conducting business over the Internet;
 
    - lack of integration with buyers' back-end systems, such as enterprise
      resource planning (ERP), healthcare information, materials management and
      purchasing systems;
 
    - inadequate training of personnel in new technologies; and
 
    - concerns about the security or taxation of transactions conducted over the
      Internet.
 
    Failure to gain a significant customer base or achieve market acceptance for
the Omnicell Commerce Network would harm our business.
 
THE VOLUME OF TRANSACTIONS FOR MEDICAL PRODUCTS, SERVICES AND EQUIPMENT OVER THE
INTERNET IS CURRENTLY SMALL.
 
    Despite the recent publicity surrounding business-to-business e-commerce in
the healthcare industry, it is estimated that in 1999, the total value of
medical products, services and equipment purchased over the Internet was well
below one percent of the healthcare supply chain. This limited market adoption
can be attributed to a number of factors, including, but not limited to:
 
    - conflict between the traditional healthcare supply chain and the new
      Web-based healthcare marketplaces;
 
    - lack of integration with buyers' back-end systems, such as ERP, healthcare
      information, materials management and purchasing systems;
 
    - limited buyer technical resources; and
 
    - buyer perception of limited manufacturer and distributor choices.
 
OUR RELATIONSHIP WITH COMMERCE ONE IS ESSENTIAL TO THE FUTURE SUCCESS OF THE
OMNICELL COMMERCE NETWORK.
 
    We have entered into a Vertical Hosted License Agreement with Commerce One,
a provider of business-to-business e-commerce solutions that link buyers and
suppliers of indirect goods and services to trading communities over the
Internet. Our agreement with
 
                                       7

<PAGE>
Commerce One enables us to implement a customized version of Commerce One's
BuySite software at customer sites to provide a direct link to Commerce One's
MarketSite where our customers can interact with manufacturers, distributors and
suppliers. Until August 21, 2000, Commerce One is prohibited from soliciting or
entering into agreements with certain of our competitors to license its BuySite
technology. We cannot be sure that after August 21, 2000, Commerce One will not
license its BuySite technology to our competitors.
 
    We rely on Commerce One to expand, manage, maintain and secure the computer
and communications equipment and software needed for the day-to-day operations
of the Omnicell Commerce Network. Commerce One provides us with services,
including management of our network Web server and maintenance of our
communications lines, and through its subcontractor, management of our network
data centers (the locations on our network where data is stored). We cannot
guarantee that Commerce One will be able to develop and introduce enhancements
to its products that keep pace with emerging technological developments and
emerging industry standards. The failure by Commerce One in any of these areas
could harm our business. Moreover, we cannot guarantee that the Commerce One
network will not experience performance problems or delays.
 
THE ADOPTION OF THE OMNICELL COMMERCE NETWORK DEPENDS ON OUR ABILITY TO DEVELOP
RELATIONSHIPS WITH SUPPLIERS OF HEALTHCARE PRODUCTS AND SERVICES.
 
    We believe that the success of the Omnicell Commerce Network depends in
large part upon our ability to offer and deliver a substantial mix of healthcare
products and services. The task of bringing suppliers online can be both
difficult and time-consuming. If we cannot persuade a significant number of
suppliers to participate in the Omnicell Commerce Network, our solution will be
less attractive to our OmniBuyer customers.
 
    We cannot assure you that we will be able to establish the necessary
relationships with suppliers to successfully implement our e-commerce business
model. Some suppliers may view us as a threat to their business models and their
ability to control access to customers. Some suppliers may sell their products
directly to customers at a cost lower than through the Omnicell Commerce
Network. We do not know what terms and conditions potential suppliers will
require from us in future contracts. We cannot assure you that any of these
suppliers will elect to use the Omnicell Commerce Network.
 
    Even if we enter into supplier agreements in connection with the Omnicell
Commerce Network, these agreements are typically terminable on short notice and
we cannot assure you that they will be renewed beyond their initial term or that
they will be renewed on terms favorable to us. In addition, there are
significant costs, difficulties and risks associated with adding new product
offerings to our procurement service. Any limit in the variety and number of
products we are able to offer could result in decreased adoption and limited use
of the Omnicell Commerce Network, which would harm our business.
 
TO DATE, OUR REVENUE HAS DEPENDED UPON THE SUCCESS OF OUR AUTOMATION SYSTEMS.
 
    Substantially all of our revenue to date has been attributable to sales of
automation systems and related services. We expect such sales to continue to
account for a majority of our revenue for at least the next few years. We cannot
assure you that we will continue to be successful in marketing our automation
systems or that the level of market acceptance of such systems will be
sufficient to generate operating income. As a result, any factors adversely
affecting the pricing or demand for our automation systems, such as competition
or technological change, would harm our business. In addition, a significant
amount of
 
                                       8

<PAGE>
management effort and focus is being devoted to establishing the Omnicell
Commerce Network. This could harm our automation systems business by diminishing
management's attention to such business.
 
    Our automation systems represent a relatively new approach to managing the
distribution of supplies and pharmaceuticals at healthcare facilities. Many
hospitals and other healthcare facilities still use traditional approaches that
do not include automated methods of supply and pharmacy distribution. As a
result, we must continuously educate existing and prospective customers about
the advantages of our products. Our automation systems typically represent a
sizeable initial capital expenditure for healthcare organizations. Changes in
the budgets of these organizations and the timing of spending under these
budgets can have a significant effect on the demand for our automation systems
and related services. In addition, these budgets are characterized by limited
resources and conflicting spending priorities among different departments. Any
decrease in expenditures by these healthcare facilities could harm our business.
 
    Sun Healthcare Group, Inc., a customer that has accounted for a significant
percentage of our sales over the past five years, has filed for Chapter 11
bankruptcy protection. Accordingly, we do not expect any significant purchases
of our automation systems from Sun Healthcare in the future.
 
OUR ONLINE PROCUREMENT AND AUTOMATION SYSTEMS MARKETS ARE HIGHLY COMPETITIVE AND
WE MAY BE UNABLE TO COMPETE SUCCESSFULLY AGAINST NEW ENTRANTS AND ESTABLISHED
COMPANIES WITH GREATER RESOURCES.
 
    The market for online procurement of medical and non-medical supplies for
the healthcare supply chain is new, rapidly evolving and competitive. While we
maintain an open stance regarding the connection of a wide range of suppliers to
the Omnicell Commerce Network, we face competition from online marketplaces such
as Medibuy.com and Neoforma.com. We expect competition to intensify as current
competitors establish strategic relationships and expand their product offerings
and new competitors enter the market. We anticipate competition from current
providers of e-commerce solutions and suppliers of healthcare products and
services. Our own customer base may compete against us as they search for and
develop their own solutions or decide they are unwilling to change existing
systems and processes. We cannot be certain that our strategy of establishing
the Omnicell Commerce Network will be successful, that it will be executed
effectively by us and Commerce One or that our service will be widely adopted by
healthcare buyers or suppliers of healthcare products and services.
 
    Already there are a number of companies developing and marketing
business-to-business e-commerce solutions targeted at specific vertical markets.
Because there are relatively low barriers to entry in the online market,
competition from other established and emerging companies may develop in the
future. These competitors may include healthcare companies with established
customer bases that could integrate online procurement solutions into their
existing products or services. Many of our competitors have, and new potential
competitors may have, more experience developing Web-based software and
end-to-end purchasing solutions, larger technical staffs, larger customer bases,
more established distribution channels, greater brand recognition, access to
capital and greater financial, marketing and other resources. In addition,
competitors may be able to develop products and services that are superior to
our products and services, that achieve greater customer acceptance or that have
significantly improved functionality as compared to our existing and future
products and
 
                                       9

<PAGE>
services. We cannot assure you that we will be able to compete successfully
against current and future competitors and expand our buyer and supplier base or
even retain our current buyer and supplier customers. The failure to do so would
harm our business.
 
    We have experienced, and expect to continue to experience, increased
competition from current and potential automation systems competitors, many of
whom have significantly greater financial, technical, marketing and other
resources than do we. Our current direct competitors in the automation systems
market include Cardinal Healthcare (Pyxis), McKessonHBOC (AcuDose-Rx) and
Diebold (MedSelect).
 
    The competitive challenges we face in our automation systems business
include, but are not limited to:
 
    - our competitors may develop, license or incorporate new or emerging
      technologies or devote greater resources to the development, promotion and
      sale of their products and services;
 
    - certain competitors have greater name recognition and a more extensive,
      installed base of automation systems or other products and services, and
      such advantages could be used to increase their market share;
 
    - other established or emerging companies may enter the automation systems
      market;
 
    - current and potential competitors may make strategic acquisitions or
      establish cooperative relationships among themselves or with third
      parties, including larger, more established healthcare supply companies,
      thereby increasing their ability to develop and offer products and
      services to address the needs of our prospective customers; and
 
    - our competitors may secure services and products from suppliers on more
      favorable terms or secure exclusive arrangements with suppliers or buyers
      that may impede the sales of our services.
 
Competitive pressures could result in price reductions of our products and
services, fewer customer orders and reduced gross margins, any of which could
harm our business.
 
IF WE ARE NOT ABLE TO SUCCESSFULLY INTEGRATE THE OMNICELL COMMERCE NETWORK WITH
THE EXISTING INFORMATION SYSTEMS OF OUR CUSTOMERS, THEY MAY CHOOSE NOT TO USE
OUR SERVICE.
 
    In order for healthcare buyers and suppliers to fully benefit from our
e-commerce services, our system must integrate with their systems. This may
require substantial cooperation, investment and coordination on the part of our
customers to integrate their existing information systems. There is little
uniformity in the systems currently used by our customers, which complicates the
integration process. If these systems are not successfully integrated, our
customers could choose to not use or reduce their use of the Omnicell Commerce
Network, which would harm our business.
 
WE EXPECT TO INCUR NET LOSSES FOR THE FORESEEABLE FUTURE AND CANNOT BE CERTAIN
THAT WE WILL BE PROFITABLE.
 
    For 1996 and 1997, we incurred net losses of approximately $10.5 million and
$10.1 million, respectively, and had net income of approximately $0.6 million in
1998 and a net loss of $33.2 million in 1999. As of December 31, 1999, we had an
accumulated deficit of approximately $79.0 million. We expect to have increasing
net losses in, and negative cash flows for, the foreseeable future as we
continue to develop the Omnicell Commerce Network. We cannot assure you that the
Omnicell Commerce Network will be successful or that we can achieve or sustain
revenue growth or generate profits. We expect that our operating expenses
 
                                       10

<PAGE>
will increase significantly for the foreseeable future and it is possible that
we may never achieve profitability. Even if we do achieve profitability, we may
not sustain or increase profitability on a quarterly or annual basis in the
future. If we do not achieve or sustain profitability in the future, then we
will be unable to continue our operations or will need to raise additional
funding.
 
OUR SUCCESS DEPENDS ON OUR ABILITY TO MANAGE GROWING AND CHANGING OPERATIONS.
 
    We have recently experienced a period of significant expansion in the number
of our employees and the scope of our operating and financial systems. This
growth has resulted in new and increased responsibilities for management
personnel. To accommodate our recent growth, compete effectively and manage
potential future growth, we must continue to implement and improve our
information systems, procedures and controls, and we must hire competent and
qualified personnel. In addition, we must train, motivate and manage our
work-force to meet the increasing challenge of simultaneously developing the
Omnicell Commerce Network and expanding our automation systems business. These
demands will require the addition of new management personnel and the training
of existing management personnel, including information systems, sales,
technical, service and support personnel. We cannot assure you that our
personnel, systems, procedures and controls will be adequate to support our
future operations.
 
SECURITY CONCERNS AND PROBLEMS WITH THE INTERNET OR TRANSACTING BUSINESS OVER
THE INTERNET MAY INHIBIT THE GROWTH OF THE OMNICELL COMMERCE NETWORK.
 
    The secured transmission of confidential information over the Internet is
essential to maintaining customer confidence in the Omnicell Commerce Network.
Customers generally are concerned with security and privacy on the Internet, and
any publicized security problems could inhibit the growth of e-commerce over the
Internet, and therefore negatively affect the acceptance of the Omnicell
Commerce Network as a means of conducting transactions. Any substantial security
breach of our system would significantly harm our reputation and the
attractiveness of our service. A party that is able to circumvent our security
systems could misappropriate proprietary information and expose us to a risk of
loss or litigation and potential liability. A security breach may also cause
interruptions in our operations. We will expend significant effort and incur
substantial expense to protect against security breaches and their consequences.
Despite our implementation of security measures, our networks may be vulnerable
to unauthorized and illegal access, computer viruses and other disruptive
problems. Eliminating computer viruses and alleviating other security problems
may require interruptions, delays or temporary cessation of service to customers
using our service. Damage to our reputation and the attractiveness of our
service from security concerns or problems could result in the loss of suppliers
and customers and could have a material adverse effect on our business.
Moreover, our current insurance policies may not be adequate to reimburse us for
losses caused by security breaches.
 
IF THE OMNICELL COMMERCE NETWORK BECOMES UNAVAILABLE FOR EXTENDED PERIODS OF
TIME OR IS NOT ABLE TO ADEQUATELY SERVICE INCREASING TRAFFIC LEVELS, OUR
REPUTATION AND BUSINESS MAY SUFFER.
 
    The Omnicell Commerce Network must be able to service increasing traffic
while maintaining adequate customer service. Users will depend on Internet
service providers, telecommunications companies and their own computer networks
and equipment for accessing the Omnicell Commerce Network. Each of these could
experience outages, delays and other difficulties due to system failures
unrelated to our systems. Any performance
 
                                       11

<PAGE>
problems or delays in response time could cause users to perceive problems with
the Omnicell Commerce Network causing them to switch to other procurement
methods. Any significant interruptions or delays in our system would reduce the
volume of transactions on the Omnicell Commerce Network and could harm our
reputation and business. Substantial increases in the volume of traffic or the
number of transactions taking place on the Omnicell Commerce Network may require
expansion and outsourcing of, and upgrades to, our technology infrastructure. We
cannot assure you that our systems will be able to accommodate increased traffic
in the future. Any failure of our systems could result in fewer transactions
and, if sustained or repeated, could impair our reputation and the
attractiveness of our services or prevent us from providing our services
entirely. Damage to our reputation from service disruptions could result in the
loss of customers and could harm our business. Moreover, our current insurance
policies may not be adequate to reimburse us for losses caused by service
disruptions.
 
OUR QUARTERLY OPERATING RESULTS MAY FLUCTUATE SIGNIFICANTLY, AND THESE
FLUCTUATIONS MAY IMPACT OUR STOCK PRICE.
 
    Our quarterly operating results have varied significantly in the past and
may vary significantly in the future depending on many factors that may include,
but are not limited to, the following:
 
    - the success of the Omnicell Commerce Network;
 
    - the timing of additional customers transacting on the Omnicell Commerce
      Network;
 
    - the size and timing of orders for our automation systems, and their
      fulfillment and integration;
 
    - changes in pricing policies by us or our competitors;
 
    - the number, timing and significance of product enhancements and new
      product announcements by us and our competitors;
 
    - changes in the level of our operating expenses, particularly related to
      the development of the Omnicell Commerce Network;
 
    - our customers' budget cycles; and
 
    - changes in our strategy, seasonal trends and general domestic and
      international economic and political conditions.
 
    Due to the foregoing factors, our quarterly revenues and operating results
are difficult to forecast. Revenues are also difficult to forecast because the
online procurement and automation systems markets are rapidly evolving.
 
    The purchase of our automation systems is often part of a customer's larger
initiative to re-engineer their distribution and materials management systems.
As a result, purchase of our automation systems generally involves a significant
commitment of management attention and resources by prospective customers and
often require the input and approval of many decision makers, including nurse
managers, materials managers, pharmacy directors, financial managers,
information systems managers, administrators and boards of directors. For these
and other reasons, the sales cycle associated with the sale or lease of our
automation systems is often lengthy and subject to a number of delays that we
have little or no control over. We cannot assure you that we will not experience
delays in the future. A delay in, or loss of, the sale of our automation systems
could cause our operating results to vary significantly from quarter to quarter
and could harm our business. Accordingly, we believe that period-to-period
 
                                       12

<PAGE>
comparisons of our operating results are not necessarily indicative of our
future performance. Although we have recently experienced revenue growth, this
growth should not be considered indicative of future revenue growth, if any, or
of future operating results.
 
WE MAY NOT BE ABLE TO RECRUIT AND RETAIN THE PERSONNEL WE NEED TO SUCCEED.
 
    Our success is highly dependent upon the continuing contributions of our key
management, sales, technical and engineering staff. We believe that our future
success will depend in large part upon our ability to attract, train and retain
highly skilled and motivated personnel. In particular, we will need to hire a
number of information technology, research and development, programming and
engineering personnel to assist in the continued development of our business. As
our products are installed in more and more complex environments, greater
technical expertise will be required. As our installed base of customers
increases, we will also face additional demands on our customer service and
support personnel, requiring additional resources to meet these demands. We may
experience difficulty in recruiting qualified personnel. Competition for
qualified technical, engineering, managerial, sales, marketing and other
personnel is intense and we cannot assure you that we will be successful in
attracting and retaining qualified personnel. Competitors have in the past
attempted, and may in the future attempt, to recruit our employees. Failure to
attract and retain key personnel could harm our business, results of operations
and financial condition.
 
IF WE ARE UNABLE TO MAINTAIN OUR RELATIONSHIPS WITH GPOS OR OTHER SIMILAR
ORGANIZATIONS, WE MAY HAVE DIFFICULTY SELLING OUR PRODUCTS AND SERVICES.
 
    We have agreements with various hospital purchasing organizations, such as
Premier Purchasing Partners, L.P., University Health System Consortium Services
Corporation and the Department of Veterans Affairs, that enable us to more
readily sell our products and services to customers represented by these
purchasing organizations. Our relationships with these purchasing organizations
are terminable at the convenience of either party. The loss of our relationship
with Premier, for example, could impact the breadth of our customer base and
could impair our ability to increase our revenues. In addition, the launch of
the Omnicell Commerce Network may harm our relationship with some or all of
these purchasing organizations. Although the Omnicell Commerce Network is not
structured to compete against these purchasing organizations, we cannot be
certain that they will not perceive our e-commerce business as a threat to their
short and long-term competitiveness. We cannot guarantee that these purchasing
organizations will renew our contracts on similar terms, if at all, and we
cannot guarantee that they will not terminate our contracts before they expire.
 
WE DEPEND ON A LIMITED NUMBER OF SUPPLIERS FOR OUR AUTOMATION SYSTEMS AND WE MAY
NOT BE ABLE TO SHIP THESE SYSTEMS ON TIME IF WE ARE UNABLE TO OBTAIN AN ADEQUATE
SUPPLY OF COMPONENTS AND EQUIPMENT ON A TIMELY BASIS.
 
    Our production strategy for our automation systems is to work closely with
several key subassembly manufacturers and utilize lower cost manufacturers
whenever possible. Although many of the components of our systems are
standardized and available from multiple sources, certain components or
subsystems are fabricated according to our specifications. At any given point in
time, we may only use a single source of supply for certain components. Our
failure to obtain alternative vendors, if required, for any of the numerous
components used to manufacture our products would limit our ability to
manufacture our products and could harm our business. In addition, any failure
of a maintenance contractor to perform adequately could harm our business.
 
                                       13

<PAGE>
OUR FAILURE TO PROTECT OUR INTELLECTUAL PROPERTY RIGHTS COULD ADVERSELY AFFECT
OUR ABILITY TO COMPETE.
 
    We believe that our success will depend in part on our ability to obtain
patent protection for products and processes and our ability to preserve our
trademarks, copyrights and trade secrets. We have pursued patent protection in
the United States and foreign jurisdictions for technology that we believed to
be proprietary and for technology that offers us a potential competitive
advantage for our products and intend to do so in the future. We currently own
six United States patents. In addition, we currently have two United States
patents allowed and awaiting issue and four United States patents in
application. The issued patents relate to various features of our automation
systems. We also own four patents in Australia and three patents in Europe, each
of which are enforceable in Germany, France, Sweden and Great Britain. There are
other applications in process in Australia, Japan, Canada and European Community
countries based on issued and pending applications in the United States. There
can be no assurance that we will file any patent applications in the future,
that any of our patent applications will result in issued patents or that, if
issued, such patents will provide significant protection for our technology and
processes. Furthermore, there can be no assurance that others will not develop
technologies that are similar or superior to our own technology or that others
will not design around the patents we own. All Omnicell operating system
software is copyrighted and subject to the protection of applicable copyright
laws. Despite our efforts to protect our proprietary rights, unauthorized
parties may attempt to copy aspects of our products or obtain and use
information that we regard as proprietary.
 
INTELLECTUAL PROPERTY OR PRODUCT LIABILITY CLAIMS AGAINST US COULD CAUSE OUR
BUSINESS TO SUFFER.
 
    We do not believe that any of our products infringe upon the proprietary
rights of third parties. We cannot assure you, however, that third parties will
not claim that we have infringed their intellectual property rights with respect
to current or future products. We expect that developers of automation systems
will be increasingly subject to infringement claims as the numbers of products
and competitors in our industry grows and the functionality of products in
different industry segments overlaps. Any infringement claims, with or without
merit, could be time-consuming to defend, result in costly litigation, divert
management's attention and resources, cause product shipment delays or require
us to enter into royalty or licensing agreements. These royalty or licensing
agreements, if required, may not be available on terms acceptable to us, or at
all, which could harm our business, results of operations and financial
condition.
 
    Despite the presence of healthcare professionals as intermediaries between
our automation systems and patients, we may face exposure to product liability
claims brought by patients. Also, in the event that any of our products prove to
be defective, we may be required to recall or redesign such products. Although
we have not experienced any product liability claims to date, the sale and
support of our products may entail the risk of product liability claims, which
could be substantial in light of the use of our products in hospitals and other
medical environments. A successful claim brought against us, or any claim or
product recall that results in negative publicity about us, could harm our
business.
 
WE MAY NOT BE ABLE TO SECURE ADDITIONAL FINANCING TO MEET OUR FUTURE CAPITAL
NEEDS.
 
    We plan to continue to expend substantial funds for research and development
activities, product development, integration efforts and expansion of sales and
marketing activities. We may be required to expend greater than anticipated
funds if unforeseen difficulties arise in the
 
                                       14

<PAGE>
course of completing the development and marketing of our products or services
or in other aspects of our business. Our future liquidity and capital
requirements will depend upon numerous factors, including:
 
    - the success and adoption of the Omnicell Commerce Network;
 
    - our ability to integrate buyers' front-end and back-end systems;
 
    - the receipt of and timing of orders for our automation systems; and
 
    - the cost of developing increased manufacturing and sales capacity.
 
    As a result of the foregoing factors, it is possible that we will be
required to raise additional funds through public or private financing,
collaborative relationships or other arrangements. We cannot assure you that
this additional funding, if needed, will be available on terms attractive to us,
if at all. Furthermore, any additional equity financing may be dilutive to
stockholders, and debt financing, if available, may involve restrictive
covenants that could affect our ability to pay dividends or raise additional
capital. Collaborative arrangements, if necessary to raise additional funds, may
require us to relinquish our rights to certain of our technologies, products or
marketing territories. Our failure to raise capital when needed could harm our
business.
 
GOVERNMENT REGULATION COULD HARM OUR BUSINESS.
 
    Our online services may be subject to regulation at federal, state and local
levels. The laws governing Internet transactions remain largely unsettled, even
in areas where there has been some legislative action, such as the federal
Internet Tax Freedom Act. The adoption or modification of laws or regulations
relating to the Internet or its related technologies could have a material
adverse effect on the Omnicell Commerce Network and also adversely affect our
business by increasing our costs and administrative burdens. It may take years
to determine whether and how existing laws such as those governing intellectual
property, privacy, libel, consumer protection and taxation apply to the
Internet. We cannot assure you that the recent privacy initiative of the Federal
Trade Commission will not negatively affect our business. Compliance with any
newly adopted laws may prove difficult for us and could harm our business.
 
    While we have implemented a Privacy and Use of Information Policy and
strictly adhere to established privacy principles, use of customer information
guidelines and federal and state statutes and regulations regarding privacy and
confidentiality, we cannot assure you that we will be in compliance with the
Health Insurance Portability and Accountability Act of 1996 (HIPAA).
 
    While the manufacture and sale of our current products are not regulated by
the United States Food and Drug Administration (FDA), we cannot assure you that
these products, or our future products, if any, will not be regulated in the
future. A requirement for FDA approval could have a material adverse effect on
our business. Pharmacies are regulated by individual state boards of pharmacy
that issue rules for pharmacy licensure in their jurisdiction. State boards of
pharmacy do not license or approve our automation systems; however, pharmacies
using our equipment are subject to state board approval. The failure of such
pharmacies to meet differing requirements from a significant number of state
pharmacy boards could harm our business, results of operations and financial
condition. Similarly, hospitals must be accredited by the Joint Commission on
Healthcare Accreditation Organization (JCAHO) in order to be eligible for
Medicaid and Medicare funds. JCAHO does not approve or accredit
 
                                       15

<PAGE>
automation systems; however, disapproval of our customers' supply management
methods and their failure to meet JCAHO requirements could harm our business,
results of operations and financial condition.
 
                        RISKS RELATING TO THIS OFFERING
 
OUR STOCK PRICE MAY BE EXTREMELY VOLATILE AND YOU MAY NOT BE ABLE TO RESELL YOUR
SHARES AT OR ABOVE THE INITIAL PUBLIC OFFERING PRICE.
 
    Prior to the offering, there has been no public market for our common stock.
The initial public offering price will be determined by negotiations between the
underwriters and us and may not be indicative of the market price for our common
stock after the offering. We do not know the extent to which investor interest
will lead to the development of an active public market. As a consequence, you
may not be able to sell the common stock you purchase at or above the initial
public offering price. In particular, the trading prices of many stocks of
Internet-related companies have experienced extreme price and volume
fluctuations. Because we are an Internet-related company, we expect our stock
price to be similarly volatile. These fluctuations often have been unrelated or
disproportionate to the operating performance of these companies. These
fluctuations may continue and could harm our stock price. Any negative change in
the public's perception of the prospects of Internet-related companies could
also depress our stock price, regardless of our results.
 
    In the past, securities class action litigation has often been brought
against companies following periods of volatility in the market price of their
securities. If brought against us, regardless of the outcome, litigation could
result in substantial costs and a diversion of our management's attention and
resources and could harm our business.
 
IF WE FAIL TO MEET THE EXPECTATIONS OF PUBLIC MARKET ANALYSTS AND INVESTORS, THE
MARKET PRICE OF OUR COMMON STOCK MAY DECREASE SIGNIFICANTLY.
 
    We may fail to meet the revenue and profitability expectations of public
market analysts and investors which could harm our stock price. In addition,
public market analysts and investors have not been able to develop consistent
financial models for the Internet market because of the unpredictable rate of
growth of Internet users, the rapidly changing models of doing business on the
Internet and the Internet's relatively low barriers to entry. As a result, and
because of the other risks discussed in this prospectus, our actual results may
not meet the expectations of public market analysts and investors in future
periods. If this occurs, the price of our common stock will likely fall.
 
AFTER THIS OFFERING, OUR OFFICERS AND DIRECTORS WILL OWN A LARGE PERCENTAGE OF
OUR COMMON STOCK AND WILL BE ABLE TO CONTROL THE OUTCOME OF MATTERS REQUIRING
STOCKHOLDER APPROVAL
 
    Upon the completion of this offering, executive officers, directors and
current holders of five percent (5%) or more of our outstanding common stock
will, in the aggregate, beneficially own approximately       % of our
outstanding common stock. As a result, these stockholders will be able to
effectively control all matters requiring approval of our stockholders,
including the election of directors and approval of significant corporate
transactions. This concentration of ownership may also delay, deter or prevent a
change in control and may make some transactions more difficult or impossible to
complete without the support of these stockholders, even if the transaction is
favorable to our stockholders. In addition, because of their ownership of our
common stock, these stockholders will be in a position to significantly affect
our corporate actions in a manner that could conflict with the interests of our
public stockholders.
 
                                       16

<PAGE>
SUBSTANTIAL SALES OF COMMON STOCK BY OUR EXISTING STOCKHOLDERS COULD CAUSE OUR
STOCK PRICE TO FALL.
 
    The market price of our common stock could decline if our existing
stockholders sell substantial amounts of our common stock in the public market
after this offering. These sales also might make it more difficult for us to
sell equity securities in the future at a time and at a price that we deem
appropriate. Upon completion of this offering, assuming the number of
outstanding shares as of March 31, 2000, we will have              outstanding
shares of common stock,       shares if the underwriters exercise their
over-allotment option in full. Of these shares,              shares, plus an
additional              shares if the underwriters exercise their over-allotment
option in full, will be freely tradeable without restriction or further
registration under the Securities Act of 1933, as amended. Of the remaining
shares, a total of approximately              shares held by our directors,
executive officers and our existing stockholders are subject to lock-up
agreements providing that these stockholders will not sell or otherwise dispose
of any of their shares for a period of 180 days following the date of the final
prospectus for this offering without the prior written consent of Deutsche Bank
Securities Inc. Deutsche Bank Securities Inc. can release these lock-up
agreements at any time. In addition, options to purchase 5,204,688 shares of our
common stock are outstanding as of March 31, 2000, under our 1992 Equity
Incentive Plan, our 1995 Management Stock Option Plan and our 1999 Equity
Incentive Plan. Following this offering, we expect to register the shares
underlying these options. Subject to the exercise of these options, shares
included in such registration will be available for sale in the open market
immediately after the 180-day lock-up period expires. See "Shares Eligible For
Future Sale" for a more detailed discussion.
 
    After this offering, the holders of approximately              shares of
common stock will be entitled to rights with respect to registration of such
shares under the Securities Act. If such holders, by exercising their
registration rights, cause a large number of securities to be registered and
sold in the public market, these sales could have an adverse effect on the
market price for our common stock. If we were to initiate a registration and
include shares held by these holders pursuant to the exercise of their
registration rights, these sales may impair our ability to raise capital.
 
OUR CERTIFICATE OF INCORPORATION AND BYLAWS CONTAIN PROVISIONS THAT COULD DELAY
OR PREVENT A CHANGE IN CONTROL.
 
    Upon the completion of this offering, we will be subject to the Delaware
anti-takeover laws. These laws prevent us from engaging in a merger or sale of
more than 10% of our assets with any stockholder, including all affiliates and
associates of any stockholder, who owns 15% or more of our outstanding voting
stock, for three years following the date that such stockholder acquired 15% or
more of our assets unless:
 
    - our Board of Directors approves the transaction where the stockholder
      acquires 15% or more of our assets;
 
    - after the transaction where the stockholder acquires 15% or more of our
      assets, the stockholder owns at least 85% of our outstanding voting stock,
      excluding shares owned by directors, officers and employee stock plans in
      which employee participants do not have the right to determine
      confidentially whether shares held under the plan will be tendered in a
      tender or exchange offer; or
 
    - on or after this date, the merger or sale is approved by the Board of
      Directors and the holders of at least two-thirds of the outstanding voting
      stock that is not owned by the stockholder.
 
                                       17

<PAGE>
    A Delaware corporation may opt out of the Delaware anti-takeover laws in its
original certificate of incorporation, amended certificate of incorporation or
bylaws. We have not opted out of the anti-takeover laws, which could prohibit or
delay mergers or other takeovers or changes of control and may discourage
attempts by other companies to acquire us.
 
    In addition, our Certificate of Incorporation and Bylaws include a number of
provisions that may deter or impede hostile takeovers or changes of control or
management. These provisions include:
 
    - a Board of Directors classified into three classes of directors with
      staggered three-year terms;
 
    - the authority of the Board of Directors to issue up to 5,000,000 shares of
      preferred stock and to determine the price, rights, preferences and
      privileges of these shares, without stockholder approval;
 
    - all stockholder actions must be effected at a duly called meeting of
      stockholders and not by written consent;
 
    - the elimination of cumulative voting; and
 
    - the indemnification of officers and directors against losses incurred
      during investigations and legal proceedings resulting from their service
      to us.
 
YOU WILL INCUR IMMEDIATE AND SUBSTANTIAL DILUTION OF YOUR SHARES.
 
    The initial public offering price is substantially higher than the net
tangible book value of each outstanding share of our common stock. As a result,
investors participating in this offering will suffer immediate and substantial
dilution. The dilution will be $                per share in the net tangible
book value of the common stock from the initial public offering price (or
$                per share if the underwriters' option to purchase additional
shares is exercised in full). This dilution is described in greater detail under
"Dilution" in this prospectus. If outstanding options or warrants to purchase
shares of common stock are exercised, there will be further dilution.
 
                                       18

<PAGE>
               SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
 
    This prospectus contains forward-looking statements. These statements relate
to future events or our future financial performance. We have attempted to
identify forward-looking statements by terminology including "anticipates,"
"believes," "can," "continue," "could," "estimates," "expects," "intends,"
"may," "plans," "potential," "predicts," "should" or "will" or the negative of
these terms or other comparable terminology. These statements are only
predictions and involve known and unknown risks, uncertainties and other
factors, including the risks outlined under "Risk Factors," that may cause our
or our industry's actual results, levels of activity, performance or
achievements to be materially different from any future results, levels of
activity, performance or achievements expressed or implied by these
forward-looking statements.
 
    Although we believe that our expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, levels of
activity, performance or achievements. We are not under any duty to update any
of the forward-looking statements after the date of this prospectus to conform
these statements to actual results, unless required by law.
 

                                USE OF PROCEEDS
 
    We estimate that our net proceeds from the sale of the              shares
of common stock we are offering at the initial public offering price of
$                , will approximate $                , or $                if
the underwriters' over-allotment option is exercised in full after deducting the
estimated underwriting discounts and commissions and estimated offering expenses
payable by us.
 
    We intend to use approximately $8.1 million of the net proceeds to repay the
outstanding principal and interest related to the note held by Baxter Healthcare
incurred in connection with our acquisition of the Sure-Med product line in
January 1999. The Baxter Healthcare note accrues interest at a rate of 8.0% from
January 1999 through January 2001 and 13.0% for the succeeding three years. In
addition, the principal under the note is repayable in twelve equal quarterly
installments beginning in January 2001.
 
    In addition, we expect to use a portion of the net proceeds for the
expansion of sales, marketing and customer support activities and to continue
the development and marketing of the Omnicell Commerce Network. We expect to use
the remainder of the net proceeds for working capital and other general
corporate purposes, including potential acquisitions. We currently have no
commitments or agreements and are not involved in any negotiations for
acquisitions of complementary products, technologies or businesses.
 
    The amounts that we actually expend on these matters will vary
significantly, depending on a number of factors, including future revenue
growth, if any, and the amount of cash we generate from operations. As a result,
we will retain broad discretion in the allocation of the net proceeds of this
offering. Pending use of the net proceeds of this offering, we intend to invest
the net proceeds in interest bearing, investment-grade securities.
 

                                DIVIDEND POLICY
 
    We currently intend to retain future earnings, if any, to finance the
expansion of our business and do not anticipate paying any cash dividends in the
foreseeable future. The terms of our line of credit prohibit the payment of cash
dividends on our capital stock without the consent of our lender.
 
                                       19

<PAGE>

                                 CAPITALIZATION
 
    The table below presents the following information:
 
    - our actual capitalization as of December 31, 1999; and
 
    - our pro forma as adjusted capitalization as of December 31, 1999 after
      giving effect to the conversion of all outstanding shares of our
      redeemable convertible preferred stock, convertible preferred stock and
      convertible note payable into shares of our common stock upon completion
      of this offering and to reflect the receipt of the net proceeds from our
      sale of   shares of common stock at an assumed initial public offering
      price of $          per share in this offering, less underwriting
      discounts and commissions and estimated offering expenses payable by us as
      discussed in "Use of Proceeds."
 
    You should read this table in conjunction with the Financial Statements and
the other financial information included in this prospectus.
 

<TABLE>
<CAPTION>
                                                                DECEMBER 31, 1999
                                                              ----------------------
                                                                          PRO FORMA
                                                               ACTUAL    AS ADJUSTED
                                                              --------   -----------
                                                                  (IN THOUSANDS)
<S>                                                           <C>        <C>
Cash, cash equivalents and short-term investments...........  $  6,698    $
                                                              ========    ========
Long-term debt, net of current portion......................  $  8,464    $
Redeemable convertible preferred stock, no par value;
  3,604,000 shares authorized, 1,081,200 shares issued and
  outstanding, actual; none, pro forma as adjusted..........    15,166
Stockholders' equity (net capital deficiency):
  Convertible preferred stock, no par value; 18,500,000
    shares authorized (including 3,604,000 shares designated
    as redeemable convertible preferred stock); 11,527,848
    shares issued and outstanding, actual; 5,000,000 shares
    authorized, no shares issued and outstanding, pro forma
    as adjusted.............................................    33,854
  Common stock, no par value, 35,000,000 shares authorized,
    2,634,211 shares issued and outstanding, actual;
    50,000,000 shares authorized,       shares issued and
    outstanding, pro forma as adjusted......................     2,302
  Accumulated deficit.......................................   (78,995)
                                                              --------    --------
    Total stockholders' equity (net capital deficiency).....   (42,839)
                                                              --------    --------
      Total capitalization..................................  $(19,209)
                                                              ========    ========
</TABLE>

 
    This table excludes the following shares issued or issuable as of March 31,
2000:
 
    - 5,204,688 shares of common stock that may be issued upon exercise of
      options;
 
    - 106,749 shares of common stock that may be issued upon exercise of
      warrants;
 
    - 2,591,016 shares of common stock reserved for future issuance under our
      stock option and employee stock purchase plans; and
 
    - 3,010,528 shares of common stock issuable upon conversion of the Series K
      convertible preferred stock issued in the three months ended March 31,
      2000.
 
                                       20

<PAGE>
                                    DILUTION
 
    Our pro forma net tangible book value as of December 31, 1999, was
approximately $(27.3) million, or $(1.76) per share. Pro forma net tangible book
value per share represents the amount of pro forma stockholders' equity,
assuming conversion of all of our redeemable convertible preferred stock and
convertible note payable into common stock, less intangible assets, divided by
the pro forma number of shares of common stock outstanding as of December 31,
1999. Dilution per share represents the difference between the amount per share
paid by purchasers of shares of common stock in this offering and the pro forma
net tangible book value per share of common stock immediately after completion
of this offering.
 
    Pro forma net tangible book value as of December 31, 1999, after giving
effect to the sale of       shares of common stock offered by us at an initial
public offering price of $          per share and after deducting underwriting
discounts and commissions and estimated offering expenses payable by us, would
have been $       million, or $          per share. This represents an immediate
increase in pro forma net tangible book value of $          per share to
existing stockholders and an immediate dilution in pro forma net tangible book
value of $          per share to investors purchasing our common stock in this
offering, as illustrated in the following table:
 

<TABLE>
<CAPTION>
 
<S>                                                           <C>             <C>
Assumed initial public offering price per share.............                    $
  Pro forma net tangible book value per share as of
    December 31, 1999.......................................    $
  Increase per share attributable to new investors..........
                                                                --------
Pro forma net tangible book value per share after this
  offering..................................................
                                                                                --------
Pro forma dilution per share to new investors...............                    $
                                                                                ========
</TABLE>

 
    The table below summarizes, on a pro forma basis, the differences between
our existing stockholders and the new investors purchasing our common stock in
this offering with respect to the total number of shares purchased from us, the
total consideration paid and the average price per share paid, based upon an
initial public offering price of $          per share.
 

<TABLE>
<CAPTION>
                                            SHARES PURCHASED     TOTAL CONSIDERATION
                                           -------------------   -------------------   AVERAGE PRICE
                                            NUMBER    PERCENT     AMOUNT    PERCENT      PER SHARE
                                           --------   --------   --------   --------   -------------
<S>                                        <C>        <C>        <C>        <C>        <C>
Existing stockholders....................                    %   $                 %      $
 
New investors............................
                                            ------     ------    -------     ------       -------
 
  Total..................................
                                            ======     ======    =======     ======       =======
</TABLE>

 
    The above discussion and tables assume no exercise of stock options after
December 31, 1999.
 
    If the underwriters exercise their over-allotment in full, the following
will occur:
 
    - the number of shares of common stock held by existing stockholders will
      decrease to approximately   % of the total number of shares of our common
      stock outstanding; and
 
    - the number of shares held by new investors will increase to       shares,
      or approximately   % of the total number of our common stock outstanding
      after this offering.
 
                                       21

<PAGE>

                      SELECTED CONSOLIDATED FINANCIAL DATA
 
    To aid you in your analysis, we are providing the following information. We
derived the selected consolidated financial data as of December 31, 1998 and
1999 and for the years ended December 31, 1997, 1998 and 1999 from our audited
consolidated financial statements included elsewhere in this prospectus. The
selected consolidated financial data as of December 31, 1995, 1996 and 1997 and
for the year ended December 31, 1996 are derived from audited financial
statements (with adjustments made to reflect the requirements of Staff
Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements,"
issued by the Securities and Exchange Commission in December 1999) not included
in this prospectus. The selected consolidated financial data for the year ended
December 31, 1995 are derived from unaudited financial statements not included
in this prospectus. The pro forma net loss per share and shares used in
computing pro forma net loss per share are calculated as if all of our
redeemable convertible preferred stock, convertible preferred stock and
convertible notes payable were converted into shares of our common stock on the
date of their issuance. Other data has not been derived from our financial
statements.
 

<TABLE>
<CAPTION>
                                                                  YEAR ENDED DECEMBER 31,
                                                    ----------------------------------------------------
                                                      1995       1996       1997       1998       1999
                                                    --------   --------   --------   --------   --------
                                                      (IN THOUSANDS, EXCEPT PER SHARE AND OTHER DATA)
<S>                                                 <C>        <C>        <C>        <C>        <C>
STATEMENT OF OPERATIONS:
Revenues..........................................  $  7,728   $ 21,554   $ 36,073   $48,212    $ 52,604
Cost of revenues..................................     4,999     10,560     16,211    17,384      36,140
                                                    --------   --------   --------   -------    --------
Gross profit......................................     2,729     10,994     19,862    30,828      16,464
Operating expenses:
  Research and development........................     3,353      4,052      5,921     5,986       8,977
  Selling, general and administrative.............    11,681     18,096     24,805    25,060      37,998
  Integration expenses............................        --         --         --        --         785
                                                    --------   --------   --------   -------    --------
    Total operating expenses......................    15,034     22,148     30,726    31,046      47,760
                                                    --------   --------   --------   -------    --------
Loss from operations..............................   (12,305)   (11,154)   (10,864)     (218)    (31,296)
Interest income (expense), net....................        38        694        953     1,039      (1,767)
                                                    --------   --------   --------   -------    --------
Income (loss) before income taxes.................   (12,267)   (10,460)    (9,911)      821     (33,063)
Provision for income taxes........................        (1)        --        201       185         150
                                                    --------   --------   --------   -------    --------
Net income (loss).................................  $(12,268)  $(10,460)  $(10,112)  $   636    $(33,213)
Preferred stock accretion.........................        --        (11)       (22)      (22)         --
                                                    --------   --------   --------   -------    --------
Net income (loss) available to common
  stockholders....................................  $(12,268)  $(10,471)  $(10,134)  $   614    $(33,213)
                                                    ========   ========   ========   =======    ========
Net income (loss) per share:
  Basic...........................................  $  (8.75)  $  (6.48)  $  (5.54)  $  0.29    $ (14.12)
  Diluted.........................................  $  (8.75)  $  (6.48)  $  (5.54)  $  0.04    $ (14.12)
Weighted average common shares outstanding:
  Basic...........................................     1,402      1,613      1,830     2,083       2,353
  Diluted.........................................     1,402      1,613      1,830    17,621       2,353
Pro forma net loss per share:
  Basic and diluted...............................                                              $  (2.10)
                                                                                                ========
Pro forma weighted average common shares
  outstanding:
  Basic and diluted...............................                                                15,801
 
OTHER DATA:
Cumulative number of sites of installed automation
  systems.........................................       116        372        624     1,030       1,306
</TABLE>

 
                                       22

<PAGE>
 

<TABLE>
<CAPTION>
                                                                DECEMBER 31,
                                            ----------------------------------------------------
                                              1995       1996       1997       1998       1999
                                            --------   --------   --------   --------   --------
                                                               (IN THOUSANDS)
<S>                                         <C>        <C>        <C>        <C>        <C>
BALANCE SHEET DATA:
Cash, cash equivalents and short-term
  investments.............................  $ 7,865    $20,821    $ 16,540   $ 22,072   $  6,698
Total assets..............................   15,274     37,246      43,149     46,361     36,449
Deferred gross profit.....................    2,425      7,883      17,390     20,227     31,370
Long-term obligations, net of current
  portion.................................      826        160         117         67      9,309
Redeemable convertible preferred stock....       --     25,238      25,260     25,282     15,166
Total stockholders' equity (net capital
  deficiency).............................    8,053     (2,295)    (11,738)   (10,519)   (42,839)
</TABLE>

 
------------
 
    - Cost of revenues for the year ended December 31, 1999 includes special
      charges related to the writedown of Sure-Med inventory--$12.5 million;
      additional costs recorded due to sale of Sure-Med inventory which was
      recorded at fair value upon acquisition--$1.1 million and writedown of
      inventory designated for a marketing program--$1.5 million.
 
    - Loss from operations for the year ended December 31, 1999 includes
      integration expenses associated with acquisition of Sure-Med product
      line--$0.8 million; write off of equity investment--$0.6 million; and
      write off of leasehold improvements and other equipment--$0.9 million.
 
    - Net loss and pro forma net loss per share for the year ended December 31,
      1999, excluding non-recurring charges and charges associated with the
      Sure-Med product line acquisition would have been $(15.8) million and
      $(1.00), respectively.
 
    - Deferred gross profit on the balance sheet represents gross margin on
      sales of automation products that have been shipped to, accepted and in
      most instances paid for by our customer but not yet installed at the
      customer site. The revenues and cost of revenues for such items will be
      recorded upon completion of installation.
 
    - The amounts shown for the year ended December 31, 1999 include the results
      of the Sure-Med product line acquisition from January 29, 1999 to the end
      of 1999. When you read this selected consolidated financial data, it is
      important that you also read the historical consolidated financial
      statements and related Notes included in this prospectus, as well as the
      section of this prospectus entitled "Management's Discussion and Analysis
      of Financial Condition and Results of Operations."
 
                                       23

<PAGE>

                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
    YOU SHOULD READ THE FOLLOWING DISCUSSION OF THE FINANCIAL CONDITION AND
RESULTS OF OPERATIONS IN CONJUNCTION WITH OUR FINANCIAL STATEMENTS AND THE NOTES
TO THOSE STATEMENTS INCLUDED ELSEWHERE IN THIS PROSPECTUS. THIS DISCUSSION AND
ANALYSIS CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE RISK, UNCERTAINTIES
AND ASSUMPTIONS. OUR ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE ANTICIPATED
IN THESE FORWARD-LOOKING STATEMENTS AS A RESULT OF MANY FACTORS, INCLUDING BUT
NOT LIMITED TO THOSE SET FORTH UNDER "RISK FACTORS" AND ELSEWHERE IN THIS
PROSPECTUS.
 
OVERVIEW
 
    We provide a comprehensive, buyer-focused, supply chain management solution
that addresses the limitations of the traditional healthcare supply chain. The
Omnicell Commerce Network and our supply and pharmacy automation systems enable
customers to procure and manage a wide range of medical and non-medical supplies
and pharmaceuticals.
 
    We were formed in 1992 and began offering our supply automation systems for
sale in 1993. In late 1996, we introduced our first pharmacy automation system.
In January 1999, we expanded our pharmacy product line and customer base with
the acquisition of the Sure-Med product line from Baxter Healthcare. In November
1999, we launched the Omnicell Commerce Network, an e-commerce service that
consists of two Web-based applications, OmniBuyer and OmniSupplier, that
incorporate and extend Commerce One's business-to-business e-commerce technology
platform into healthcare. We installed our first OmniBuyer site in November 1999
at Rush Presbyterian-St. Luke's Medical Center in Chicago, Illinois. Through
March 31, 2000, four additional buyers and three suppliers have begun
transacting on the Omnicell Commerce Network.
 
    We have installed over 14,000 of our automation systems in over 1,300
hospitals and other healthcare facilities. Our automation systems are sold
primarily in the United States. We also sell such systems in Canada and Europe.
We manufacture the majority of our systems in our production facility in Palo
Alto, California. In addition, we maintain a refurbishment and spare parts
facility in Waukegan, Illinois. Our sales activities are conducted through a
dedicated direct sales and field operations organization located in the United
States, Canada and Europe. We also have an agreement with an international
distributor located in Australia. To date, sales through distributors have not
been significant.
 
  REVENUES
 
    Our revenues have increased significantly since our inception, and from 1996
to 1999, we experienced compound annual revenue growth of 35%. The increase in
our revenues has been due to several factors, including: the increased market
acceptance of our supply automation systems; the introduction and increased
market acceptance of our pharmacy automation systems; and the expansion of our
direct sales and field operations organization.
 
    Sun Healthcare was our largest customer, representing 19.7% of our revenues
in 1997, 20.5% in 1998 and 9.7% in 1999. Sun Healthcare filed for Chapter 11
bankruptcy protection in 1999. Accordingly, we do not anticipate any significant
revenue from Sun Healthcare in future quarters.
 
    Customers acquire our automation systems through either outright purchase
basis or non-cancelable long-term leases, which typically have terms of 60
months. We bill our customers upon delivery and acceptance of our automation
systems and recognize revenue
 
                                       24

<PAGE>
when the systems are installed. Deferred gross profit on our balance sheet
represents automation systems that have been shipped to and, in most instances,
paid for by our customers but not yet installed at the customer site. We record
these shipments as deferred gross profit because title to the inventory has
passed to the customer. Generally, we try to install our automation systems
within six to nine months after shipment, but installation can take a year or
more. Some customers experience delays in installation due to construction and
delays in receiving interfaces from third parties. Deferred gross profit is not
equal to gross margin because it does not include installation costs, which are
incurred in the period when revenue is recognized.
 
    Typically, we will sell our customer lease agreements to third-party leasing
companies. Lease revenue is recognized only to the extent of the amounts funded
by the leasing company. As part of the initial sale of our automation systems,
customers typically sign a one-year service agreement, and service revenues are
recognized over the term of these agreements. Service and other revenues include
month to month rentals, license fees and service and maintenance contract
revenue. On occasion, a customer will rent certain equipment on a month-to-month
basis. Fees from such rentals are recognized monthly. Service and other revenue
should continue to grow modestly as a percentage of total revenue consistent
with the growth of our installed base of automation systems.
 
    Revenues from our automation business are difficult to forecast because the
sales cycle, from initial assessment to product installation involves a
significant commitment of capital and time, varies substantially from customer
to customer and can take more than one year. Specifically, the customer's order
approval process is subject to internal procedures associated with large capital
expenditures and the time associated with accepting new technologies that affect
mission critical operations. For these and other reasons, the sales cycle
associated with the purchase of our automation products is typically lengthy and
subject to a number of significant risks, including customers' budgetary
constraints and internal acceptance reviews over which we have little or no
control.
 
    As of December 31, 1999, we had not generated any revenues from the Omnicell
Commerce Network. In the future, we expect to generate such revenue from
multiple sources, including OmniBuyer subscription fees from healthcare facility
customers and OmniSupplier connection and transaction fees from suppliers.
Revenue growth from the Omnicell Commerce Network will be dependent upon
realizing significant subscription, connection and transaction fees. We also
intend to pursue revenue opportunities from data collected on the Omnicell
Commerce Network and to generate fees from a percentage of transaction volume
with suppliers who want to co-market Internet services with us to Web-enable
their customers.
 
    Revenues from the Omnicell Commerce Network are difficult to forecast due to
its early stage of implementation. Healthcare facilities have been slow to adopt
new technologies and historically have not allocated as large a percentage of
their budget on information technologies as corporations in other service
industries typically do. In addition, while we believe there are significant
benefits in adopting our Web-based procurement solution, demand from our
potential healthcare facility and supplier customers may not develop as rapidly
as we expect.
 
  COSTS AND EXPENSES
 
    Our expense levels are based, in part, on our expectations of future revenue
levels. If revenue levels are below expectations, operating results are likely
to be negatively impacted. In particular, operating results may be
disproportionately affected by a reduction in revenue.
 
                                       25

<PAGE>
In addition, we have never achieved profitability on an operating basis, and our
current revenues and gross margin are not sufficient to cover our operating
expenses, especially in light of our ongoing investment in the Omnicell Commerce
Network. Based on the foregoing, we believe that period to period comparisons of
our results of operations are not necessarily meaningful and should not be
relied upon as indications of future performance.
 
    Cost of revenues consists primarily of direct materials, labor and overhead
required to manufacture automation systems. Cost of revenues includes costs
required to install our systems at the customer location, as well as costs of
service and spare parts required to maintain and support installed systems.
Direct materials and installation costs are mostly variable. Manufacturing labor
and overhead remain relatively fixed over ranges of production volume. The cost
of service and spare parts tends to increase as the size of the installed base
of customers increases. Cost of sales also includes the amortization of software
license fees.
 
    Our research and development expenses include engineering and development
salaries, wages and benefits, prototyping and laboratory expenses, consulting
expenses and engineering-related facilities and overhead charges. Most of the
research and development expenses are personnel or facilities related and as
such are relatively fixed. Prototyping and consulting expenses will vary
depending on the stage of completion of various engineering and development
projects.
 
    Selling, general and administrative expenses include costs to support the
sales, marketing, field operations and customer support and administration
organizations. Most of these costs are personnel or facilities-related and are
relatively fixed. Bonuses and sales commissions will typically change in
proportion to revenue or profitability. Other expenditures, such as advertising,
promotions and consulting, are neither fixed nor variable and will fluctuate
depending on product introductions, promotional programs and trade shows.
 
    We anticipate incurring significant incremental development and selling,
general and administrative expenses as we launch, support and promote the
Omnicell Commerce Network. We expect these expenses to include such items as:
Commerce One support fees, project management services, catalog development and
management fees, hosting charges, recruiting and training costs, marketing,
advertising, promotion and selling initiatives.
 
                                       26

<PAGE>
RESULTS OF OPERATIONS
 
    The following table sets forth certain items included in our results of
operations for the three years ended December 31, 1997, 1998 and 1999 expressed
as a percentage of our net revenue for these periods:
 

<TABLE>
<CAPTION>
                                                                    YEAR ENDED DECEMBER 31,
                                                              ------------------------------------
                                                                1997          1998          1999
                                                              --------      --------      --------
<S>                                                           <C>           <C>           <C>
Revenues....................................................   100.0%        100.0%        100.0%
Cost of revenues............................................    44.9          36.1          68.7
                                                               -----         -----         -----
Gross profit (loss).........................................    55.1          63.9          31.3
 
Operating expenses:
  Research and development..................................    16.4          12.4          17.1
  Selling, general and administrative.......................    68.8          52.0          72.2
  Integration expenses......................................     0.0           0.0           1.5
                                                               -----         -----         -----
      Total operating expenses..............................    85.2          64.4          90.8
 
Loss from operations........................................   (30.1)         (0.5)        (59.5)
Interest income (expense), net..............................     2.6           2.2          (3.4)
                                                               -----         -----         -----
 
Income (loss) before provision for income taxes.............   (27.5)          1.7         (62.9)
Provision for income taxes..................................     0.6           0.4           0.3
                                                               -----         -----         -----
 
Net income (loss)...........................................   (28.0)          1.3         (63.1)
Preferred stock accretion...................................    (0.1)          0.0           0.0
                                                               -----         -----         -----
 
Net income (loss) available to common stockholders..........   (28.1)          1.3         (63.1)
                                                               =====         =====         =====
</TABLE>

 
  YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
 
    REVENUES.  Revenues increased by 9.1% from $48.2 million in 1998 to $52.6
million in 1999, due primarily to a 3.5% increase in the number of automation
systems installed and a 5.4% increase in average selling prices. Our revenue
growth in 1999 was negatively impacted by a decline in purchases by our largest
customer, Sun Healthcare, due to its financial difficulties and by delays in
purchase decisions by other customers over concerns related to Year 2000. Many
healthcare facilities directed a significant portion of their internal
administrative and information technology resources toward correcting
deficiencies in their Year 2000 compliance programs and consequently, were not
receptive to implementing additional systems such as ours in the second half of
1999. The increase in average selling prices in 1999 as compared to 1998 is a
result of fewer promotional discounts, a general firming of competitive pricing
and a higher sales mix of pharmacy systems, which are priced higher than our
supply automation systems on a per unit basis.
 
    Revenues increased by 33.7% from $36.1 million in 1997 to $48.2 million in
1998, due primarily to increases in unit volumes reflecting continued market
acceptance of our automation systems. Revenues also increased due to an increase
in selling prices resulting from a continued higher mix of our pharmacy systems
which have higher per unit prices than our supply systems.
 
    COST OF REVENUES.  Cost of revenues increased by 107.9% from $17.4 million
in 1998 to $36.1 million in 1999, due primarily to a $12.5 million writedown of
Sure-Med product line inventory to net realizable value in the fourth quarter of
1999 because of lower than anticipated demand for Sure-Med products following
the acquisition. An additional special
 
                                       27

<PAGE>
charge included in cost of revenues in the fourth quarter of 1999 was a $1.5
million writedown of systems inventory committed to certain customers at no
charge under a marketing program. Cost of revenues also includes $1.1 million of
purchase accounting adjustment due to the sale of Sure-Med inventories that had
been written up to fair value.
 
    Excluding the impact of the Sure-Med inventory and other writedowns, cost of
revenues increased by 20.7% from $17.4 million in 1998 to $21.0 million in 1999,
reflecting an increase in the number of systems installed partially offset by a
decrease in manufacturing costs per unit. As a percent of sales, cost of
revenues, excluding the impact of the Sure-Med inventory and other write offs,
increased from 36.1% to 39.9%.
 
    Cost of revenues increased by 7.2% from $16.2 million in 1997 to $17.4
million in 1998. The increase in cost of revenues is due to the 34% increase in
sales that was partially offset by a reduction in materials costs per unit and
increases in manufacturing productivity.
 
    RESEARCH AND DEVELOPMENT.  Research and development expenses increased by
50.0% from $6.0 million in 1998 to $9.0 million in 1999. The increase in
research and development expenses was primarily attributable to higher costs
associated with additional engineering personnel retained as part of the
acquisition of the Sure-Med product line from Baxter Healthcare. We anticipate
that we will continue to commit significant resources to research and
development in future periods to enhance and extend our automation systems and
to customize Commerce One's technology for Omnicell Commerce Network customers.
We expect that research and development expenses will increase in dollar terms
and as a percentage of sales from current levels, particularly as we add
engineering resources for integration, cataloging and modifying OmniBuyer and
OmniSupplier to meet the needs of our customers. To date, we have not
capitalized any software development costs.
 
    Research and development expenses increased by 1.1% from $5.9 million in
1997 to $6.0 million in 1998. The increase in research and development expenses
reflects costs associated with the introduction of our Web-enabled DataCenter.
 
    SELLING, GENERAL AND ADMINISTRATIVE.  Selling, general and administrative
costs increased by 51.6% from $25.1 million in 1998 to $38.0 million in 1999.
The increase in selling, general and administrative expenses is due to staffing
increases necessary to manage and support our growth in revenue, as well as
increased staffing as a result of the acquisition of the Sure-Med product line
from Baxter Healthcare. Also included in selling, general and administrative
costs are special charges of $0.9 million relating to the write off of leasehold
improvements and other equipment and $0.6 million relating to the write off of
an equity investment. We anticipate that we will continue to commit significant
resources to our sales, customer support, marketing, finance and administration
organizations, and have accelerated hiring to support the Omnicell Commerce
Network. We expect that selling, general and administrative expenses will
continue to increase in dollar terms.
 
    Selling, general and administrative expenses increased by 1.0% from $24.8
million in 1997 to $25.1 million in 1998. Increased efficiency in the customer
support organization contributed to our ability to limit increases in selling,
general and administrative costs in 1998.
 
    INTEGRATION EXPENSES.  Integration expenses of $0.8 million in 1999 consists
of costs associated with the integration of Omnicell and Sure-Med engineering
efforts, product lines and marketing efforts.
 
    INTEREST INCOME (EXPENSE).  Net interest income was $1.0 million in 1998
compared to net interest expense of $1.8 million in 1999, reflecting a reduction
in interest income due to a
 
                                       28

<PAGE>
decrease in cash, cash equivalents and short-term investments balances and an
increase in interest expense due to debt obligations incurred as part of the
Sure-Med acquisition, as well as interest paid to Sun Healthcare with redemption
of its redeemable preferred stock.
 
    Net interest income was $1.0 million during both 1997 and 1998.
 
QUARTERLY RESULTS OF OPERATIONS
 
    In any given quarter, it is common for a few customers to make up a
substantial percentage of our automation systems revenue, although the identity
of such customers generally varies from quarter to quarter. The timing of
purchase decisions by large hospital customers has a material impact on our
deferred gross profit position but a less significant impact on quarterly
results of operations which depend on our ability to install systems that have
already been shipped to customers.
 
    Our quarterly operating results have varied significantly in the past and
may vary significantly in the future depending on many factors that may include,
but are not limited to, the following:
 
    - the success of the Omnicell Commerce Network;
 
    - timing of additional customers transacting on the Omnicell Commerce
      Network;
 
    - the size and timing of significant orders and their fulfillment and
      integration;
 
    - changes in pricing policies by us or our competitors;
 
    - the number, timing and significance of product enhancements and new
      product announcements by us and our competitors;
 
    - changes in the level of our operating expenses, particularly related to
      the development of the Omnicell Commerce Network;
 
    - our customers' budgeting cycles; and
 
    - changes in our strategy and general domestic and international economic
      and political conditions.
 
                                       29

<PAGE>
    The following tables present certain unaudited statement of operations data
for each quarter of 1998 and 1999 and express this as a percentage of the
Company's revenues for the periods indicated. This data has been derived from
unaudited consolidated financial statements and has been prepared on the same
basis as the Company's audited consolidated financial statements which appear
elsewhere in this prospectus. In the opinion of our management, this data
includes all adjustments, consisting only of normal recurring adjustments and,
in the fourth quarter of 1999, special charges described below, necessary for a
fair presentation of such data.
 

<TABLE>
<CAPTION>
                                                                         THREE MONTHS ENDED
                                                              -----------------------------------------
                                                              MAR 31,    JUN 30,    SEP 30,    DEC 31,
                                                                1999       1999       1999       1999
                                                              --------   --------   --------   --------
                                                                           (IN THOUSANDS)
<S>                                                           <C>        <C>        <C>        <C>
STATEMENT OF OPERATIONS DATA:
Revenues....................................................  $13,813    $11,451    $13,184    $ 14,155
Cost of revenues(1).........................................    4,663      4,139      5,021      22,317
                                                              -------    -------    -------    --------
Gross profit (loss).........................................    9,150      7,312      8,163      (8,162)
Operating expenses:
  Research and development..................................    1,819      2,078      2,505       2,575
  Selling, general and administrative(2)....................    8,084      8,925     10,022      10,968
  Integration expenses......................................      286        362        137          --
                                                              -------    -------    -------    --------
    Total operating expenses................................   10,189     11,365     12,664      13,543
Loss from operations........................................   (1,039)    (4,053)    (4,501)    (21,705)
Interest income (expense), net..............................     (374)      (521)      (569)       (303)
                                                              -------    -------    -------    --------
Loss before provision for income taxes......................   (1,413)    (4,574)    (5,070)    (22,008)
Provision for income taxes..................................       24         40         --          85
                                                              -------    -------    -------    --------
Net loss....................................................  $(1,437)   $(4,614)   $(5,070)   $(22,093)
                                                              =======    =======    =======    ========
AS A PERCENTAGE OF REVENUES:
Cost of revenues............................................     33.7%      36.2%      38.1%      157.7%
Gross profit (loss).........................................     66.3       63.8       61.9       (57.7)
Operating expenses:
  Research and development..................................     13.2       18.1       19.0        18.2
  Selling, general and administrative.......................     58.5       77.9       76.0        77.5
  Integration expenses......................................      2.1        3.2        1.0         0.0
                                                              -------    -------    -------    --------
    Total operating expenses................................     73.8       99.2       96.1        95.7
Loss from operations........................................     (7.5)     (35.4)     (34.2)     (153.4)
Interest income (expense), net..............................     (2.7)      (4.5)      (4.3)       (2.1)
                                                              -------    -------    -------    --------
Loss before provision for income taxes......................    (10.2)     (39.9)     (38.5)     (155.5)
Provision for income taxes..................................      0.2        0.4        0.0         0.6
                                                              -------    -------    -------    --------
Net loss....................................................    (10.4)     (40.3)     (38.5)     (156.1)
                                                              =======    =======    =======    ========
</TABLE>

 
------------
(1) Includes special charges in the fourth quarter of 1999 related to writedown
    of Sure-Med inventory--$12.5 million; additional costs recorded due to sale
    of Sure-Med inventory which was recorded at fair value upon acquisition--
    $1.1 million and writedown of inventory designated for a marketing
    program--$1.5 million.
 
(2) Includes special charge in the second quarter of 1999 related to write-off
    of leasehold improvements and other equipment--$0.9 million and a special
    charge in the fourth quarter of 1999 related to write-off of equity
    investment--$0.6 million.
 
LIQUIDITY AND CAPITAL RESOURCES
 
    We have financed our operations since inception primarily through the
private placement of equity securities, as well as through equipment financing
and secured loan arrangements. Through December 31, 1999, we have raised
approximately $51.3 million from the private placement of equity securities, net
of redemptions.
 
    As of December 31, 1999, our principal sources of liquidity included $6.7
million in cash, cash equivalents and short-term investments and an undrawn
$10.0 million revolving credit facility. Our funds are currently invested in
U.S. Treasury and government agency obligations, investment grade commercial
paper and short-term interest-bearing securities.
 
    In connection with the acquisition of the Sure-Med product line, we incurred
a note payable to Baxter Healthcare of approximately $7.9 million. The note is
secured by
 
                                       30

<PAGE>
substantially all of the assets supporting the Sure-Med product line. The note
is for a term of five years and is repayable in twelve equal quarterly
installments beginning in 2001. Interest payments are due quarterly at a rate of
8.0% for the first two years and 13.0% for the succeeding three years. We expect
to utilize a portion of the proceeds from this offering to repay the Baxter
Healthcare note in full.
 
    In March 1999, in connection with the acquisition of the Sure-Med product
line, we established a revolving credit facility of $10.0 million that we have
not utilized. Any advances under the credit facility would be secured by
substantially all of our assets. Interest under the credit agreement is payable
at an annual rate equal to our lender's prime rate plus 1.5%. Our credit
agreement contains covenants that include limitations on indebtedness and liens,
in addition to thresholds relating to net capital deficiencies and ratios that
define borrowing availability and restrictions on the payment of dividends. As
of December 31, 1999, we were not in compliance with certain financial covenants
and no amounts were outstanding or available under the credit agreement. After
the consummation of this offering, we expect to be in compliance with such
covenants.
 
    We used cash of $5.2 million in operating activities in 1999 compared to
$6.7 million provided by operating activities in 1998. The net loss of $33.2
million for 1999 was partially offset by non-cash charges for depreciation and
amortization of $2.0 million, Sure-Med product line inventory and related fixed
asset write offs of $14.5 million and an investment writedown of $0.5 million,
and an increase in deferred gross profit of $8.2 million.
 
    We generated cash of $12,000 from investing activities in 1999 compared to
$7.3 million used in investing activities in 1998. Net maturities of short-term
investments were $6.4 million in 1999 compared to net purchases of $5.5 million
in 1998. Our 1999 expenditures for property and equipment of $6.0 million
exceeded the $1.8 million expended in 1998.
 
    We used cash of $3.8 million in financing activities in 1999 compared to
$0.6 million provided by financing activities in 1998.
 
    We redeemed 720,800 shares of Series J redeemable convertible preferred
stock from Sun Healthcare for $10.1 million plus interest of $1.6 million. This
redemption consisted of $6.0 million in cash and the balance was paid by
offsetting Sun Healthcare's outstanding accounts receivable balances.
 
SUBSEQUENT EVENTS
 
    In the three months ended March 31, 2000, we raised an additional $28.6
million through the issuance of Series K preferred stock to qualified investors.
We also spent $2.5 million to redeem 180,200 shares of our Series J preferred
stock.
 
QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET AND INTEREST RATE RISK
 
    The following discusses our exposure to market risk related to changes in
interest rates, foreign currency exchange rates and equity prices. We reduce the
sensitivity of our results of operations to these risks by maintaining an
investment portfolio which is comprised solely of highly rated, short-term
investments. We do not hold or issue derivative, derivative commodity
instruments or other financial instruments for trading purposes. We are exposed
to currency exchange fluctuations, as we sell our products internationally. We
manage the sensitivity of our international sales by denominating all
transactions in U.S. dollars.
 
    We are exposed to interest rate risk, as we use additional debt financing
periodically to fund capital expenditures. The interest rate that we may be able
to obtain on debt financings will depend on market conditions at that time and
may differ from the rates we have secured in the past.
 
                                       31

<PAGE>

 
                                   BUSINESS
 
OVERVIEW
 
    We provide a Web-based, end-to-end supply chain management solution
targeting hospitals and other healthcare facilities and their suppliers. The
Omnicell Commerce Network and our supply and pharmacy automation systems enable
customers to procure and manage a wide range of medical and non-medical supplies
and pharmaceuticals. Currently, many procurement and inventory management
processes at healthcare facilities, including ordering, record keeping and
billing procedures, are costly, highly inefficient and predominantly manual. The
Omnicell Commerce Network streamlines these processes, and our automation
systems significantly reduce waste and inefficiencies, thereby improving the
speed and cost-effectiveness of the overall healthcare supply chain.
 
    Our end-to-end solution is designed to give customers broad access to both
vertical (medical and pharmaceutical) and horizontal (non-medical) online
marketplaces. We have experienced integration teams working directly with each
individual department within healthcare facilities (including hospitals and
alternate care facilities) to determine their internal ordering processes and
systems. We then customize and integrate our applications to enable proper
accounting and coordination of the procurement and inventory management process.
These applications automate the healthcare facilities' front-end operations,
such as the requisition and approval functions, and link them with their
existing back-end systems, such as the ERP, healthcare information, materials
management and purchasing systems.
 
    The Omnicell Commerce Network is an e-commerce service that consists of two
Web-based applications, OmniBuyer and OmniSupplier, that incorporate and extend
Commerce One's business-to-business e-commerce technology platform into
healthcare. With these two applications, we connect buyers and suppliers to
create a network that provides healthcare buyers with broad access to medical
and non-medical products and services. The Omnicell Commerce Network is a secure
and integrated network that is buyer-focused and provides a single online point
of entry for the procurement needs of healthcare buyers. It establishes,
maintains and enhances buyer-supplier relationships. The network's hosted
Web-based procurement application provides healthcare buyers with the following
advantages:
 
    - online automation of front-end requisition and approval functions;
 
    - online access to customized multi-supplier catalogs;
 
    - reduced processing costs and pricing disputes;
 
    - integration with back-end systems;
 
    - Web-enabled back-end systems; and
 
    - access to low-cost information services.
 
    Rush Presbyterian-St. Luke's Medical Center in Chicago, Illinois began
transacting on the Omnicell Commerce Network in November 1999 using a prior
version of OmniBuyer. The current version was made available on February 29,
2000, and through March 31, 2000, four additional buyers and three suppliers had
begun transacting on the Omnicell Commerce Network. We intend to continue to
aggressively add more buyers and suppliers to the Omnicell Commerce Network. We
have structured the network based on an ASP business model that provides clear
economic benefits for all participants. We intend to generate revenues through
subscription fees from buyers and connection and transaction fees from
suppliers. In addition, because we are not exclusively affiliated or aligned
with any medical
 
                                       32

<PAGE>
supply or pharmaceutical manufacturer, distributor or GPO, we are able to serve
as a neutral and unbiased e-commerce facilitator, thereby enabling, rather than
constricting, the relationship between buyers and suppliers.
 
    Our automation systems manage and dispense medical supplies and
pharmaceuticals directly to healthcare professionals throughout a healthcare
facility at the point of use. These automation systems consist of modular,
secured and computerized cabinets that collect and share data with healthcare
facilities' existing information systems. They allow our customers to track
transaction data, inventory levels, expenses and patient billing. Since 1993, we
have installed over 14,000 cabinets in over 1,300 healthcare facilities. We
estimate that approximately $600 million in medical supplies flowed through our
installed automation systems in 1999. We generated revenue of approximately
$52.6 million in 1999 from the sale and lease of our automation systems and
related services.
 
INDUSTRY BACKGROUND
 
  THE HEALTHCARE SUPPLY CHAIN
 
    The U.S. healthcare industry has been undergoing significant changes as
third-party payors, such as Medicare, Medicaid and insurers, increase their
efforts to control the cost of healthcare services and related reimbursements.
As a result, healthcare organizations are beginning to focus on improving
internal technologies and operations management, including procurement and
inventory management processes, as they seek to reduce costs. However, the high
degree of buyer and supplier fragmentation in the healthcare supply chain and
its associated inefficiencies present significant obstacles to achieving this
goal. The U.S. healthcare market alone includes approximately 6,000 hospitals,
17,000 alternate care facilities, 2,300 payors, 20,000 medical products
suppliers, 450 national distributors, 10,000 local distributors and 2,100 GPOs.
We estimate that total U.S. healthcare supply chain annual expenditures exceed
$200 billion, which includes medical and non-medical supplies, pharmaceuticals,
services and equipment. We also estimate that medical and non-medical supplies
and pharmaceuticals represent over 25% of a typical hospital's expenditures.
 
  LIMITATIONS OF THE TRADITIONAL HEALTHCARE SUPPLY CHAIN
 
    The traditional healthcare supply chain is highly fragmented and inefficient
and fails to adequately address the comprehensive needs of buyers and suppliers.
A study conducted by Computer Sciences Corporation for the Efficient Healthcare
Consumer Response, an association of healthcare manufacturers, distributors and
providers, estimated that in 1996 the total annual supply chain process costs in
the U.S. for consumable medical/surgical devices, non-retail pharmaceuticals and
non-capital diagnostics were $23 billion. The study estimated that $11 billion
could be eliminated through more efficient supply chain management.
 
    Healthcare organizations typically must coordinate the purchase, delivery
and management of thousands of medical and non-medical products from hundreds of
suppliers on a regular basis. In addition, these organizations must track
inventory usage and cost. Their efforts are limited by a number of factors,
including:
 
    - TIME-CONSUMING AND COMPLEX PROCUREMENT PROCESSES. A typical healthcare
      facility's procurement process is built along departmental lines and
      consists of a lengthy, paper-based requisition and approval sequence
      involving many individuals at different levels of authority. This sequence
      must be followed to maintain GPO compliance to ensure benefits from
      contracted pricing, whether it be a first-time order or the re-ordering of
      an existing product.
 
                                       33

<PAGE>
    - UNCOORDINATED PURCHASE DECISION MAKING. Funneling purchasing decisions to
      a centralized authority often leads to a bottleneck as requisitions await
      approval. To avoid delays, buyers often make purchases outside of this
      centralized process. This makes it difficult to monitor and coordinate
      purchases and often results in higher prices on purchases made without the
      benefit of contracted prices.
 
    - INEFFICIENT CONNECTIVITY TO SUPPLIERS. Healthcare buyers utilize a variety
      of manual and automated processes for their procurement needs. Manual
      processes, involving phone, fax and e-mail, are time-consuming, expensive
      and prone to error. More automated processes, involving electronic data
      interchange (EDI), are point-to-point connections with significant
      up-front and on-going costs, limiting their adoption and the benefits of
      automation. Accordingly, the lack of real-time connectivity results in
      invoice discrepancies that require further reconciliation between buyers
      and suppliers, often wasting time and money.
 
    - LACK OF INTEGRATION BETWEEN THE PURCHASING FUNCTION AND THE ERP
      SYSTEM. Healthcare buyers typically place orders based on usage reports
      from materials management systems. These orders are often generated
      independent of the buyer's ERP system and often lack current pricing
      information. This can results in a mismatch between invoices received from
      suppliers and purchase orders, leading to time-consuming and expensive
      reconciliation of pricing disputes.
 
    - LIMITED PRODUCT AND PRICING INFORMATION. Distributors have incentives to
      sell their own products and those of certain manufacturers. They typically
      exercise control over buyers' access to competing products, product
      information and comparative pricing information. There are no
      comprehensive product catalogs available to buyers for sourcing and
      purchasing healthcare supplies, making it difficult to make value-based
      purchasing decisions.
 
    - INABILITY TO CAPTURE CHARGES AND TRACK USAGE AND INVENTORY. Because
      supplies are retrieved and not used, or supplies are used but not recorded
      properly, healthcare facilities are unable to accurately track usage and
      inventory. This leads to product waste, imprecise capture of patient
      billing data, stock-outs and the inability to efficiently manage inventory
      levels.
 
  GROWTH OF BUSINESS-TO-BUSINESS E-COMMERCE IN THE HEALTHCARE SUPPLY CHAIN
 
    The inefficiencies associated with the healthcare supply chain have created
significant opportunities for business-to-business e-commerce. According to
Forrester Research, an industry research organization, U.S. pharmaceutical and
medical transaction volume processed through business-to-business e-commerce is
expected to increase from $1 billion in 1999 to $44 billion in 2003. We believe
that in order for e-commerce solutions to supplant the healthcare industry's
current methods of transacting business, seamless integration with buyers'
information systems and effective coordination of buyers' and suppliers' actions
will be required.
 
    To date, horizontal and vertical online marketplaces that have been offered
as solutions have enjoyed limited adoption by healthcare buyers due to several
limitations. First, they have difficulty integrating with healthcare facilities'
existing ERP, healthcare information, materials management and purchasing
systems. Second, online marketplaces do not have automated rules engines that
incorporate users' procurement approval processes to facilitate approval and
ensure compliance with internal buying rules.
 
                                       34

<PAGE>
THE OMNICELL.COM SOLUTION
 
    The Omnicell Commerce Network and our automation systems provide a
comprehensive, buyer-focused, supply chain management solution that addresses
the limitations of the traditional healthcare supply chain. We streamline
procurement and inventory management processes and integrate these functions
with back-end systems to provide coordinated decision making and purchasing of
medical and non-medical supplies. We work with healthcare facilities and their
existing information systems to improve efficiencies and generate cost savings
throughout the healthcare enterprise. In addition, our position as a neutral and
unbiased e-commerce facilitator enables healthcare buyers to connect directly
with suppliers without any channel management on our part and provides suppliers
with an attractive means to reduce their sales, marketing and customer support
costs and potentially grow their revenues.
 
    The Omnicell Commerce Network is an e-commerce service that consists of two
Web-based applications, OmniBuyer and OmniSupplier, that incorporate and extend
Commerce One's business-to-business e-commerce technology platform into
healthcare. Our network facilitates e-commerce between participants in the
healthcare supply chain, including healthcare facilities, manufacturers,
distributors, GPOs, online marketplaces and auction sites. Both OmniBuyer and
OmniSupplier employ an ASP business model with low up-front costs and minimal
hardware requirements. We believe that this facilitates better matching of costs
and benefits and should encourage adoption of the Omnicell Commerce Network.
 
    Our automation systems consist of modular, secured and computerized cabinets
and related software technology that manage and dispense medical supplies and
pharmaceuticals. Our systems are designed to address many of the inefficiencies
and problems associated with traditional methods of pharmacy and medical supply
chain management. The systems allow our customers to track transaction data,
inventory levels, expenses and patient billing, as well as link this data to our
customers' existing information systems. We estimate that our automation systems
typically reduce annual supply consumption costs of our customers by
approximately 15% to 20%.
 
    In addition to cost reduction, our automation systems have several features
that are important to our customers. Our systems are designed to integrate
easily with a healthcare facility's existing information systems. We have
written over 1,250 live, proprietary software interfaces to integrate our
automation systems with healthcare facilities' back-end systems. We were an
early adopter of the Windows NT platform, which facilitates integration between
our automation systems and our customers' legacy systems. Our automation systems
are available in modularized cabinets that are designed to fit in any area of
the hospital and are flexible in design, accommodating any type of supply or
pharmaceutical. In addition, our automation systems facilitate the management of
both medical supply and pharmacy distribution using a single database, allowing
for coordinated billing and reporting.
 
    The Omnicell Commerce Network and our automation systems have been designed
to address the following limitations posed by the traditional healthcare supply
chain:
 
    - TIME-CONSUMING AND COMPLEX PROCUREMENT PROCESS. Our rules-based front-end
      streamlines the procurement process so that each user within a healthcare
      facility can access only predetermined suppliers' products and pricing
      information. For routinely ordered items, OmniBuyer is designed to enable
      healthcare facilities to automatically reorder items once they reach a
      pre-determined inventory level. This automation will eliminate the need
      for manual orders. Based on established requisition rules, purchase orders
      are electronically routed to the appropriate decision makers before they
      are delivered to the supplier. By limiting access at the procurement
      level, and automating
 
                                       35

<PAGE>
      the routing of the requisition, bottlenecks are alleviated. In addition,
      the combination of limiting the product views of buyers to pre-determined
      suppliers and simplifying the re-order process encourage greater levels of
      contract compliance.
 
    - UNCOORDINATED PURCHASE DECISION MAKING. We work with each individual
      department of the healthcare facility to determine the purchasing and
      approval flows, determine the desired supplier connections, create
      individual catalogs for each user and interface the procurement
      application to all relevant information systems.
 
    - INEFFICIENT CONNECTIVITY TO SUPPLIERS. OmniBuyer provides a single online
      point of entry to connect all of the suppliers on our network, eliminating
      the need for phone, fax, e-mail and EDI connections to these suppliers.
      Our Web-enabled front-end provides real-time connectivity to suppliers,
      allowing the facility to access updated product pricing and availability.
 
    - LACK OF INTEGRATION BETWEEN THE PURCHASING FUNCTION AND THE ERP
      SYSTEM. The front-end and back-end applications of OmniBuyer work together
      to generate accurate purchase orders. We enable the ERP system to create a
      purchase order when pricing is confirmed over the Omnicell Commerce
      Network with the supplier. By linking the purchasing and purchase order
      creation functions, we eliminate time-consuming purchase order
      reconciliation efforts. In addition, we reduce the need for manual entry
      or intervention.
 
    - LIMITED PRODUCT AND PRICING INFORMATION. As more suppliers connect to
      OmniSupplier, we will be able to provide our customers with direct access
      to an expanded range of products and pricing information. This information
      will not be restricted in any way. Instead, customers will have the
      ability to look at all the information that they choose. This enables
      buyers to make value-based purchasing decisions with greater ease and in
      less time than current systems allow.
 
    - INABILITY TO CAPTURE CHARGES AND TRACK USAGE AND INVENTORY. Our automation
      systems enable healthcare facilities to accurately capture and track their
      transaction data, inventory levels, expenses and patient billing. Entering
      the patient's name at the point of use and exchanging data through
      interfaces between our central server and the facility's billing and
      inventory systems allows the facility to trace supply from the warehouse
      to the patient.
 
STRATEGY
 
    Our goal is to become the leading business-to-business e-commerce network
for the healthcare industry. We intend to achieve this goal through the
following strategies:
 
    - FACILITATE MANAGEMENT OF THE HEALTHCARE SUPPLY CHAIN. We intend to enable
      better management of the healthcare supply chain by providing a single
      online point of entry for healthcare procurement and to continue to
      aggressively market our automation systems. We intend to accomplish this
      by (1) providing a customized application that incorporates and automates
      the buyer's existing requisition and approval process, (2) delivering a
      hosted Web-based solution with a low-cost ASP business model, (3) not
      restricting or dictating from whom buyers may purchase, (4) enabling
      suppliers to provide a unique and confidential price list for each buyer,
      (5) ensuring private and secure transactions, (6) continuing to improve
      the capabilities of our automation systems and (7) expanding the Omnicell
      Commerce Network's service offerings and capabilities to meet our
      customers' needs. We believe that the combination of OmniBuyer and our
      automation systems creates a valuable supply chain management solution
      from the supplier all the way to the point of use.
 
                                       36

<PAGE>
    - ACCELERATE ADOPTION AND USE OF THE OMNICELL COMMERCE NETWORK. We intend to
      continue to leverage our extensive healthcare industry experience and
      relationships as well as our installed base of automation systems
      customers to rapidly increase adoption and use of the Omnicell Commerce
      Network. We will also continue to aggressively market OmniBuyer to
      prospective new customers and believe that as market acceptance of
      OmniBuyer accelerates, the number of suppliers using OmniSupplier will
      increase.
 
    - LEVERAGE OUR TECHNICAL EXPERTISE. We are employing our interface expertise
      and our understanding of healthcare facilities' operating processes to
      integrate OmniBuyer with healthcare facilities' existing front-end and
      back-end systems. We intend to continue to incorporate and extend Commerce
      One's business-to-business e-commerce technology platform into healthcare.
      In addition, we will continue to draw on our healthcare experience to
      optimize the Omnicell Commerce Network to provide additional features,
      functionality and services to meet our customers' needs.
 
    - DEVELOP STRATEGIC RELATIONSHIPS. We expect to continue to enter into
      strategic relationships with medical and non-medical products distributors
      and manufacturers, online marketplaces, online auction sites, GPOs,
      service providers and technology vendors to enhance the Omnicell Commerce
      Network's breadth and depth. We expect this will speed its market adoption
      and increase transaction volumes flowing through our network. We currently
      have a strategic relationship with Commerce One that allows for
      co-marketing and co-development efforts and enables us to utilize their
      e-commerce technology platform and access their Global Trading Web, an
      international business-to-business trading community. We also have a
      strategic relationship with PricewaterhouseCoopers in which it has agreed
      to deploy its healthcare consulting practice to assist healthcare buyers
      and suppliers with the implementation of the Omnicell Commerce Network.
 
    - CAPITALIZE ON REVENUE OPPORTUNITIES GENERATED BY THE OMNICELL COMMERCE
      NETWORK. We anticipate that as participation in the Omnicell Commerce
      Network increases, a substantial portion of our revenue growth will be
      generated by the services offered by the Omnicell Commerce Network. We
      intend to achieve this revenue growth by collecting subscription fees from
      buyers and connection and transaction fees from suppliers. We also intend
      to pursue revenue opportunities from the data collected by the Omnicell
      Commerce Network.
 
OMNICELL.COM SERVICES AND PRODUCTS
 
  OMNICELL COMMERCE NETWORK
 
    OMNIBUYER.  OmniBuyer is a secure Web-based procurement application that
automates and integrates healthcare requisition and approval processes by
incorporating buyer-specific business rules, such as spending limits, negotiated
pricing, approval routing and customized access profiles on the front-end with
back-end systems integration. OmniBuyer is based on Commerce One's BuySite
technology that we continue to customize to meet the complex needs of healthcare
buyers. BuySite uses content management tools and extensible mark-up language
(XML) software technology designed to standardize e-commerce documentation.
 
    OmniBuyer employs an ASP business model and is designed to become a single
online point of entry to meet the procurement needs of healthcare buyers. The
buyer's desktop can have access to any requested supplier, including many
suppliers connected to the
 
                                       37

<PAGE>
combination of the Omnicell Commerce Network and, with the parties' agreement,
Commerce One's Global Trading Web. We charge our customers monthly user
subscription fees for the OmniBuyer service.
 
    BENEFITS OF OMNIBUYER.  The OmniBuyer application provides the following
benefits to healthcare buyers:
 
    - ONLINE AUTOMATION OF FRONT-END REQUISITION AND APPROVAL FUNCTIONS. We work
      directly with each individual department in healthcare facilities to build
      systems that incorporate and automate their requisition and approval
      process, and user-specific business rules such as spending limits.
 
    - ONLINE ACCESS TO CUSTOMIZED MULTI-SUPPLIER CATALOGS. Healthcare buyers can
      request access to any supplier connected to the Omnicell Commerce Network
      and Commerce One's Global Trading Web. OmniBuyer also allows healthcare
      facilities to customize individual access to different suppliers' products
      and services. Access to specific suppliers allows for greater levels of
      contract compliance.
 
    - REDUCED PROCESSING COSTS AND PRICING DISPUTES. We automate the purchase
      requisition, approval and order process and reduce errors caused by manual
      processes, saving time and expense. By maintaining buyer-specific pricing
      files and automating review of pricing, we reduce buyer-supplier pricing
      discrepancies and invoice reconciliation disputes.
 
    - INTEGRATION WITH BACK-END SYSTEMS. Our experienced and dedicated interface
      teams utilize our 1,250 live, proprietary software interfaces built for
      our automation systems to expedite the integration of healthcare
      facilities' back-end systems. This allows for proper accounting,
      coordination and management of the procurement process.
 
    - WEB-ENABLED BACK-END SYSTEMS. Our OmniBuyer application is compatible with
      healthcare facilities' existing back-end systems. By interfacing OmniBuyer
      with these systems, we enable healthcare facilities to implement a
      complete online procurement solution without having to invest in upgrades
      to their back-end systems.
 
    - ACCESS TO LOW-COST INFORMATION SERVICES. We expect to develop online data
      analysis and reporting applications to help buyers monitor and review
      purchasing activity, perform benchmarking analysis and develop improved
      purchasing strategies.
 
    OMNISUPPLIER.  OmniSupplier is a secure Web-based application that enables
suppliers (including manufacturers, distributors, GPOs, online marketplaces and
online auction sites) to connect and transact with our OmniBuyer customers.
OmniSupplier is based on Commerce One's MarketSite technology that we continue
to customize to meet the complex needs of healthcare suppliers. MarketSite is
the enabling technology that facilitates the creation and management of open,
interactive marketplaces. We believe that MarketSite and OmniSupplier provide a
comprehensive supplier solution that should serve to accelerate the adoption of
the Omnicell Commerce Network.
 
    OmniSupplier is designed to offer three different technologies that enable
real-time connection between suppliers and our OmniBuyer customers. Each of
these offerings will deliver the buyer's order directly into the back-end
systems of the supplier. The supplier's choice on how to best connect to
OmniSupplier will be based on its technological capabilities:
 
    - MANAGED CONTENT. For suppliers that do not have e-commerce functionality,
      OmniSupplier includes hosted services and integration that provide a
      low-cost, low-risk online access to a population of buyers. At the
      supplier's request, we will manage their content at OmniSupplier and the
      supplier needs only a Web browser to receive orders
 
                                       38

<PAGE>
      from buyers. Suppliers with more advanced technological capabilities may
      still choose to have their content hosted and managed at OmniSupplier,
      connecting and receiving real-time orders from OmniSupplier.
 
    - SUPPLIER-HOSTED CONTENT. For suppliers that have a commerce-enabled Web
      site with specific features and functionality, we intend to offer Commerce
      One's RoundTrip service that is currently being beta-tested. This service
      is designed to take the OmniBuyer customer directly into the supplier's
      Web site. The buyer receives the user experience of the supplier's Web
      site while retaining the buyer's specific business rules, administrative
      workflow and back-end integration.
 
    - PORTAL CONTENT. For suppliers that have ERP systems that maintain detailed
      customer price files and catalogs, but do not have commerce-enabled Web
      sites, we plan to offer a solution from Commerce One that will allow the
      supplier to host raw content and enable us to extract the relevant
      information from the supplier's site. This technology will perform a
      search, take the data to OmniSupplier, organize it and present it in a
      common form to the buyer. This technology will allow us to fully leverage
      the existing capabilities and initiatives of the suppliers, while
      maintaining the buyer's rules engine and customized view.
 
    Our goal is to connect all of our suppliers to OmniSupplier in a real-time
fashion that will maximize the benefit of the application to both buyers and
suppliers. We are adding functionality that will enable OmniSupplier to
integrate with suppliers' ERP systems to provide our buyers with real-time
inventory availability and shipping status. We believe this will reduce customer
inquiries and associated expenditures and improve customer service. In addition,
we will develop and incorporate online data analysis and reporting applications
to enable suppliers to more effectively monitor and analyze sales activity,
manage customer accounts and collect market intelligence. This information can
be used to improve pricing and discount strategies, product planning and product
development.
 
    BENEFITS OF OMNISUPPLIER.  The OmniSupplier application offers the following
benefits to suppliers:
 
    - SINGLE POINT OF CONNECTION. OmniSupplier provides a single integration
      point to all OmniBuyer customers, eliminating the need for suppliers to
      maintain expensive direct and point to point connections across their
      buyer network.
 
    - REDUCED TRANSACTION COSTS. Purchase orders received through OmniSupplier
      tend to be more accurate and less costly than orders transmitted by mail,
      phone or fax. OmniSupplier may reduce the costs required for suppliers to
      maintain their own fully functional e-commerce Web sites.
 
    - REDUCED CUSTOMER SERVICE COSTS. We believe that our maintenance of
      buyer-specific pricing files and automated review of pricing will reduce
      customer service costs associated with resolving buyer-supplier pricing
      disputes.
 
    - ACCESS TO NEW MARKETS AND CUSTOMERS. OmniSupplier allows suppliers to
      reach new buyers, while reducing the incremental sales, marketing and
      customer support costs of traditional approaches. In addition,
      OmniSupplier provides an efficient mechanism for product updates and
      pricing changes, enabling suppliers to quickly and easily implement
      changes in their respective product lines and respond to changing market
      requirements.
 
                                       39

<PAGE>
  AUTOMATION SYSTEMS
 
    Our automation systems consist of modular, secured and computerized cabinets
and related software technology that manage and dispense medical supplies and
pharmaceuticals. The information gathered by our automation systems is
downloaded by phone line or local area network to a central server. Our cabinets
are highly configurable and are designed to accommodate a wide variety of
dispensing modules, including drawers, shelves and racks. As a result, they are
easily configured to meet the particular needs of each patient care area.
 
    SUPPLY CABINETS.  Medical supplies are accessed from our supply cabinets
using our patented "See & Touch" technology. Users enter their identification
number on a console and select the appropriate patient name. Specific doors then
open based on the security level of the user. Locked transparent doors restrict
access to supplies contained in our cabinets. To record supply utilization, the
user visually identifies and selects the item by pushing a dedicated reorder
button on the shelf in front of each item's location.
 
    The main supply cabinet is comprised of one, two or three vertical "cells",
each approximately two feet wide and six feet high. Each cabinet houses a
processor and user interface. Auxiliary cabinets can be attached to the main
cabinet to provide additional storage capacity. Various shelf, drawer and rack
modules facilitate a wide array of storage configurations.
 
    PHARMACY CABINETS.  We have two lines of pharmacy cabinets, the OmniCell
pharmacy systems and the Sure-Med cabinets, which we acquired from Baxter
Healthcare in January 1999. The OmniCell pharmacy systems are highly
configurable and are available with color-touch screens. In addition, the
OmniCell pharmacy systems have dispensing drawers that facilitate high, medium
and low security levels by utilizing single-dose lids, locking lids, sensing
lids and patented guiding lights. The OmniRx Table Top unit is a 12-inch high
main cabinet with three pharmacy drawers, typically used where relatively small
volumes of pharmaceuticals need to be stored in a secure manner.
 
    The Sure-Med pharmacy cabinets incorporate a variety of storage compartments
and have software that is compatible with all of our automation systems. The
Sure-Med cabinets offer a wide range of dispensing technologies, including
unit-dose dispensers and multiple drawer sizes. The unit-dose module dispenses
only the requested medication dose and is best suited for medications where
regulatory guidelines mandate a highly controlled environment. Clinicians prefer
this technology in high-security situations because it automates much of the
logistical and documentation burden and responsibility associated with
dispensing and documenting controlled medications.
 
    COMBINATION SYSTEMS.  Combination cabinet systems allow healthcare
organizations to integrate medical supplies and pharmaceuticals into a single
cabinet. Our system architecture enables each operating department to manage its
products independently of other operating departments, yet allows healthcare
facilities to track transaction data, inventory levels, expenses and patient
billing through a single database.
 
    BENEFITS OF AUTOMATION SYSTEMS.  Our automation systems provide the
following benefits to healthcare facilities:
 
    - REDUCED CONSUMPTION AND EXPENSES. Our automation systems house medical
      supplies and pharmaceuticals in a closed environment. By requiring the
      clinician to enter their identification code and the patient's name before
      removing a supply or pharmaceutical,
 
                                       40

<PAGE>
      only the items needed for each particular procedure are removed and
      properly billed to the patient. We estimate that our automation systems
      typically reduce annual supply consumption costs of our customers by
      approximately 15% to 20%.
 
    - IMPROVED TRACKING AND MANAGEMENT OF INVENTORY. Our automation systems
      capture data at the point of use and track transaction data, inventory
      levels, expenses and patient billing, thus improving inventory management.
      In addition, by receiving real-time information from our automation
      systems, the purchasing department can avoid shortages and excess
      inventory.
 
    - INCREASED DATA CAPTURE. Our automation systems capture inventory usage
      data by patient, physician, location and diagnostic code. These systems
      interface with the facility's ERP, healthcare information and materials
      management systems to initiate patient billing and inventory
      replenishment. The data are immediately accessible to facility personnel,
      facilitating real-time operations management.
 
    - IMPROVED SECURITY AND REGULATORY COMPLIANCE. Our pharmacy cabinets offer
      varying levels of security depending on the needs of the healthcare
      facility. The reporting and security functions of our pharmacy cabinets
      are designed to facilitate and document regulatory compliance for certain
      pharmaceuticals.
 
    - STANDARDIZED INTERFACES AND A SINGLE DATABASE. Our automation systems can
      be customized to meet the needs of many specialized care departments
      within healthcare facilities. The data captured from each cabinet enable
      more efficient and centralized administration of procurement and inventory
      management processes.
 
  OTHER SOFTWARE AND RELATED SYSTEMS
 
    OMNICENTER.  The OmniCenter is the computerized central server that
processes the transaction data to and from our automation system cabinets,
recording each transaction by user, patient, item quantity, cost and time. The
OmniCenter enables the materials management department to run reports
periodically and on demand, indicating when to restock the cabinets and when to
reorder supplies. In addition to the wide range of standard reports provided by
the OmniCenter, a custom report writer also allows the user to add to their
suite of information. As a diagnostic service, we are able to remotely access
the OmniCenter from our help desk to monitor the status of each cabinet.
 
    SYSTEM INTERFACES.  Since 1993, we have been developing an interface engine
that is able to accommodate almost any interface record format and a variety of
communication protocols. These development tools also allow for rapid
development of interfaces for each customer site. We guarantee the delivery of
interfaces to the customer for on-site testing within 30 days of receiving the
interface specifications. To date, we have developed and implemented at customer
sites more than 1,250 interfaces for automation systems. In addition, we are a
member of Health Level Seven (HL7), the interfacing standards group for the
healthcare industry. We follow the HL7 standard for interfacing whenever it is
requested by the customer or another vendor, which is about 50% of the time.
 
    The Partner PC is the host server for our interfaces, communicating with the
healthcare facility's information systems. This configuration allows the
OmniCenter to process transactions and be dedicated to communicating with our
automation systems. The Partner PC is where our proprietary interface software
resides, allowing the data captured at the point of use by the cabinets to flow
to the healthcare facilities' ERP, healthcare information,
 
                                       41

<PAGE>
materials management and purchasing systems. In the same manner, information is
passed from the facility's ERP, healthcare information, materials management and
purchasing systems through the OmniCenter back to the cabinets.
 
    INFORMATION MANAGEMENT.  The DataCenter 5000 and DecisionCenter are
Web-enabled, decision support products and services that provide secured trend
analysis, decision support and regulatory compliance reports based on data from
our automation systems. They consolidate information from one or more
OmniCenters into one large database. The data are not only stored in a raw
format, but also aggregated for rapid response to queries. We have developed the
"My-Omni" Web page that allows users to configure frequently requested
information from a short menu. In addition, we offer sophisticated graphical
tools that allow users to make detailed queries across all data fields. These
systems are typically interfaced with the healthcare facility's medical records
system in order to augment the database with correctly associated diagnosis
codes by physician and by patient. Data can be viewed by authorized users and
personnel at any time, allowing for easy, yet comprehensive, analysis for
improved decision making.
 
    MEDCENTERCITY.COM.  We own and operate MedCenterCity.com, an online
healthcare community, which provides news, information and services for
healthcare professionals.
 
CUSTOMERS
 
  OMNIBUYER
 
    Our target customers for OmniBuyer are healthcare institutions, including
hospitals, physician clinics and alternate care facilities. As of March 31,
2000, over 200 healthcare organizations have signed agreements subscribing to
the OmniBuyer service, of which the following have commenced transacting on the
Omnicell Commerce Network:
 

<TABLE>
<S>                                           <C>
- Loyola University Health System             Chicago, IL
- MedCath, Inc.                               Charlotte, NC
- Rush Presbyterian-St. Luke's Medical
  Center                                      Chicago, IL
- Salina Regional Health Center               Salina, KS
- Veteran's Administration Mountain Home      Johnson City, TN
</TABLE>

 
    The subscription agreement provides the basic terms and conditions of the
OmniBuyer service and the respective obligations of Omnicell.com and the
OmniBuyer customer. Either party may terminate the subscription agreement on
thirty days' written notice.
 
    We have implemented the first phase of our end-to-end procurement solution
in the cath lab of Rush Presbyterian-St. Luke's Medical Center in Chicago,
Illinois. In addition, Rush Presbyterian uses our automation systems throughout
its facility, including the cath lab. Within the cath lab, we have automated the
procurement process from the point of use to the supplier. The automation
process begins when a catheter is removed from our automation systems, with the
user pushing a button for each item removed. These usage data are captured at
our OmniCenter, which are interfaced with our OmniBuyer application. The manager
of the cath lab receives an e-mail, notifying him to log on to the OmniBuyer
application, where he views a requisition prepared by OmniBuyer detailing the
products to be reordered. The buyer is then able to edit and approve the
requisition. Once approved, OmniBuyer transmits the requisition to the supplier,
accessing current pricing information from the supplier, and sends the order to
the facility's ERP system in order to generate an accurate purchase order. If
the supplier is unable to fulfill the request, it is communicated back
 
                                       42

<PAGE>
over our system, and the buyer can find alternative sources for the item.
Integrating OmniBuyer with the facility's information systems and our automation
systems has streamlined Rush Presbyterian's procurement process.
 
  OMNISUPPLIER
 
    Our target customers for OmniSupplier include manufacturers, distributors,
online marketplaces and online auction sites. Through the participation of
suppliers in OmniSupplier and the Global Trading Web maintained by Commerce One,
the Omnicell Commerce Network, as of March 31, 2000, offers healthcare buyers
access to approximately 30,000 medical products and over two million non-medical
products.
 
    As of March 31, 2000, we had contracts with the following 13 healthcare
manufacturers and distributors to sell their products on the Omnicell Commerce
Network to OmniBuyer customers:
 

<TABLE>
<S>                                            <C>
- AliMed, Inc.                                 - Maxxim Medical, Inc.
- The Burrows Company                          - Metropolitan Medical, Inc.
- C.R. Bard, Inc.                              - Statcorp, Inc.
- Cush Medical Products                        - Terumo Corporation
- DeRoyal, Inc.                                - Tri-anim Health Services, Inc.
- Fisher Scientific International, Inc.        - Tri-State Hospital Supply Corporation
- Jant Pharmacal Corporation
</TABLE>

 
    The following three suppliers are currently transacting on the Omnicell
Commerce Network: Fisher Scientific Company, LLC; C.R. Bard, Inc.; and U.S.
Office Products, Inc. In addition, the Omnicell Commerce Network includes over
25 healthcare suppliers and over 400 non-healthcare suppliers that participate
in Commerce One's Global Trading Web. All our OmniBuyer customers will have
access to these suppliers through the Global Trading Web, including the
following selected suppliers:
 

<TABLE>
<S>                                            <C>
Healthcare                                     Non-Healthcare
---------------------------------------------  ---------------------------------------------
 
- B. Braun                                     - Boise Cascade Office Products Corporation
- Dade Behring Inc.                            - BT Office Products International, Inc.
- Mead Johnson Nutritionals                    - IKON Office Solutions, Inc.
- Professional Hospital Supply                 - Lucent Technologies Inc.
- VWR Scientific Products Corporation          - Office Depot, Inc.
- Xerox Medical Systems                        - Staples, Inc.
                                               - W.W. Grainger, Inc.
</TABLE>

 
  AUTOMATION SYSTEMS
 
    Our target customers for automation systems are healthcare institutions,
including hospitals, clinics and alternate care facilities. As of March 31,
2000, over 1,300 hospitals and other healthcare facilities have purchased or
leased our automation systems.
 
                                       43

<PAGE>
    The following entities are representative of our largest hospital customers
based on supply and pharmacy automation products purchased or leased:
 

<TABLE>
<S>                                                           <C>
- Bellevue Hospital Center                                    New York, NY
- Christ Hospital and Medical Center                          Oak Lawn, IL
- Children's Medical Center of Dallas                         Dallas, TX
- Good Samaritan Hospital                                     Los Angeles, CA
- Jackson Memorial Hospital                                   Miami, FL
- Massachusetts General Hospital                              Boston, MA
- Northwestern Memorial Hospital                              Chicago, IL
- Rush Presbyterian-St. Luke's Medical Center                 Chicago, IL
- UCSF Stanford Healthcare                                    San Francisco, CA
- University of Iowa Hospitals and Clinics                    Iowa City, IA
- University of Texas Medical Branch                          Galveston, TX
- Walter Reed Army Medical Center                             Washington, D.C.
</TABLE>

 
STRATEGIC RELATIONSHIPS
 
    We establish and maintain relationships with firms whose products, services,
technologies and/or market presence enhance our ability to deliver value to our
customers. We have entered into strategic relationships with a wide variety of
companies. Among the most significant relationships are the following:
 
  COMMERCE ONE
 
    Commerce One is a leading provider of e-commerce solutions that dynamically
link buying and supplying organizations to form real-time trading communities.
In August 1999, we entered into a Vertical Hosted License Agreement with
Commerce One and paid a license fee, pursuant to which we received a perpetual
license to Commerce One's Hosted BuySite and Branded MarketSite software for use
in developing OmniBuyer and OmniSupplier, respectively. The agreement also
provides for program management services and ongoing maintenance and support of
the software for additional fees. In addition, we have agreed to share a portion
of transaction fees collected from suppliers when purchases are made using the
Omnicell Commerce Network. The terms and conditions of the maintenance and
support, and of the revenue share terms, have been formally renewed and extended
by the parties until August 21, 2005. In addition, Commerce One, pursuant to our
agreement, may not solicit business from, or enter into agreements with,
selected companies in the healthcare market with respect to the hosted BuySite
and/or branded MarketSite software for a period ending on August 21, 2000. The
agreement continues perpetually unless otherwise terminated by either party
pursuant to the termination provisions of the agreement. In addition, our
strategic relationship with Commerce One allows for co-marketing and
co-development efforts and enables us to utilize their e-commerce technology
platform and access their Global Trading Web. In March 2000, Commerce One made
an equity investment in our company.
 
  PRICEWATERHOUSECOOPERS
 
    In April 2000, we entered into a Strategic Alliance Agreement with
PricewaterhouseCoopers LLP, the world's largest professional services
organization. This agreement engages PricewaterhouseCoopers' healthcare
consulting practice to help healthcare buyers and suppliers effectively
implement and participate in the Omnicell Commerce Network. Under the terms of
the three-year agreement, PricewaterhouseCoopers is the preferred global systems
 
                                       44

<PAGE>
integrator for Omnicell.com, and Omnicell.com is a PricewaterhouseCoopers
preferred e-business healthcare alliance partner. We also plan to engage in
joint sales and marketing activities with PricewaterhouseCoopers.
 
  OTHER STRATEGIC RELATIONSHIPS
 
    We also have strategic relationships for our automation systems with Ariel
Distributing, Clinical Pharmacology and ScrubAvail. For MedCenterCity.com, we
have strategic relationships with barnesandnoble.com, CareerMosaic and Materials
Management in Health Care.
 
RESEARCH & DEVELOPMENT AND TECHNOLOGY
 
  RESEARCH AND DEVELOPMENT
 
    Since our inception, we have focused our research and development efforts on
developing new products and technologies and reducing the costs of manufacturing
our system components. We have 57 employees in research and development.
 
    OMNICELL COMMERCE NETWORK.  Our strategic relationship with Commerce One
allows us to incorporate and extend Commerce One's technology platforms,
applications, source code and documentation into healthcare. Their tools allow
us to modify the Commerce One BuySite and MarketSite software so that the effort
to port specific software changes to the latest Commerce One release is
minimized. These tools allow us to more easily adopt the latest Commerce One
releases as we add healthcare-specific features and functionality to optimize
the Omnicell Commerce Network to meet the needs of the healthcare market.
 
    The Commerce One and Omnicell.com product development teams employ object-
oriented analysis and design principles to guide the development of an
object-oriented system of software code. Our methodology allows us to exploit
the capabilities of object-oriented programming languages like C++ and Java to
build reusable components and designs. This methodology also helps reduce the
risks inherent in developing complex systems and helps us design our solutions
to meet the needs of the participants in the Omnicell Commerce Network.
 
    AUTOMATION SYSTEMS.  The software architecture for our automation systems
business is based on database products and development tools centered around the
Microsoft Windows NT platform, the Internet Information Server and Web tools. We
develop application software that is generally applicable to all customers,
while retaining broad customization functionality. We maintain a release for
each major product, with each new release level including an increasing number
of configurable options as new features are added, but retaining previous
functionality for backward compatibility. Interfacing with the customer's other
computer systems often requires custom interface software. This is kept separate
from the main software release. Communication between the central server product
and cabinets, and any custom interface software, is through an application
programming interface (API), and each new release of server software maintains
backward compatibility with this API, so that previous versions of interfaces
and cabinets continue to operate when the main server software is upgraded. Our
products currently do not require rigorous approvals beyond standard
Underwriters Laboratories or Canadian Safety Association equivalent
certification.
 
  SCALABLE ARCHITECTURE
 
    We are a Microsoft Certified Solutions Provider and are able to leverage
Commerce One's Microsoft Windows distributed Internet applications framework
into a unified architecture enabling us to focus on creating additional business
functionality for OmniBuyer and
 
                                       45

<PAGE>
OmniSupplier, rather than building and maintaining complex infrastructure code.
Additionally, Commerce One's solution has been designed so that we can grow our
infrastructure through the simple addition of low-cost systems that utilize
Intel microprocessors and the Microsoft Windows NT operating system. The
Commerce One framework allows us to leverage technologies such as message
queueing, security services, and coordination and distribution of transactions,
components and services.
 
  SOFTWARE TECHNOLOGY PLATFORM
 
    Commerce One's solution utilizes XML software technology platform servers to
generate and securely transmit XML documents over the Internet. Commerce One has
also created a common business library designed to enable a common
language-based framework for uniting disparate business document types. While we
believe that XML software technology is emerging as an industry standard for
business-to-business electronic commerce, we have also developed translation
technology which converts XML documents into other document formats, enabling us
to deliver purchase orders to suppliers in a wide variety of document formats,
including EDI, Open Buying on the Internet, ASCII flat file, e-mail, Microsoft
Excel and facsimile.
 
  SECURITY & PRIVACY
 
    Our OmniBuyer application uses 128-bit encryption, HTTPS-SSL and
password-protected user access. Our servers are located behind corporate
firewalls and access is multiple password-protected.
 
    We recognize our obligations to safeguard patient information and other
customers' proprietary or confidential information to which we may have access
through the use of the Omnicell Commerce Network and our automation systems. We
have implemented a Privacy and Use of Information Policy and strictly adhere to
established privacy principles, use of customer information guidelines and
federal and state statutes and regulations regarding privacy and
confidentiality, including those measures and practices required under the
Health Insurance Portability and Accountability Act of 1996.
 
SALES, MARKETING AND CUSTOMER SUPPORT
 
    We market and sell our products and services to a variety of healthcare
institutions, including hospitals and alternate care facilities. We have a
direct sales force organized into six regions, with dedicated teams for the
alternate care and European markets. Each of the members of our direct sales
force sells both our automation systems and our e-commerce service. Our sales
representatives have on average over eight years of sales experience in the
healthcare industry. We target hospitals with greater than 100 beds and
long-term care facilities and clinics. A regional vice president coordinates
both the sales and field service operations activities in each region.
 
    Our marketing group is responsible for product marketing, marketing
communications, Web site development, public relations, sales support and
training. They generate leads through a variety of means, including advertising,
direct marketing and participation in trade shows and conferences covering such
areas as the Internet, electronic commerce, supply chain management, hospital
administration, pharmacy, nursing, materials management and alternate care.
 
    We leverage our sales and field service organizations, along with our
technical support desk to sell, implement and service the OmniBuyer application.
In addition, we have added specialists who will work solely with healthcare
facilities to sell and implement OmniBuyer, and a separate team that recruits
and implements suppliers onto our OmniSupplier platform.
 
                                       46

<PAGE>
We have initially focused on signing customers from our installed based of
automation systems to OmniBuyer. This has allowed us to rapidly gain 200
customers who have independently elected to implement our application. The
OmniBuyer implementation process is done in phases. We work with each individual
department of the health care facility to determine the purchasing and approval
flows, determine the desired supplier connections, create individual catalogs
for each user and interface the procurement application to all relevant
information systems.
 
    The sales cycle for our automation systems has proven to be long in nature
and can take in excess of twelve months. This is due in part to the cost of our
systems and the number of people within a healthcare facility involved in the
purchasing decision. To initiate the selling process, the sales representative
generally targets the director of materials management or other decision makers
and is responsible for educating each group within the healthcare facility about
the benefits of automation. To assist hospitals in the acquisition of our
systems, we offer multi-year, non-cancelable leases, to reduce the up-front
costs. Typically, we sell our customers' lease agreements to a third-party
leasing company. We have contracts with several GPOs that enable us to sell our
automation systems to GPO-member healthcare facilities without going through a
lengthy request for proposal and bidding process. These GPO contracts are
typically for multiple years with options to renew or extend for up to two
years. Our current GPO contracts include Premier, Tenet Healthcare, University
Healthcare Consortium and the Department of Veterans Affairs.
 
    Our field service operations representatives directly support the sales
force, provide operational and clinical expertise prior to the close of a sale
and install our automation systems. This group assists the customer with the
technical implementation of our automation systems, to configure our systems to
address the specific needs of each individual customer. After the systems are
installed, on-site support is provided by a combination of our field service
operations team, technical support and a third-party service company.
 
    We offer technical support through our Technical Support Desk in Waukegan,
Illinois. Our team utilizes the Siebel software package, an industry standard
for call centers, to field calls from customers. We have found that two-thirds
of all service issues can be addressed with remote diagnostics. In addition, we
have developed remote dial-in software that monitors customer conditions on a
daily basis.
 
MANUFACTURING OF AUTOMATION SYSTEMS
 
    Our automation systems manufacturing strategy is to produce custom
configured systems with fast order turnaround in a high-quality and
cost-effective manner. We currently conduct our manufacturing operation in a
23,000 square feet facility in Palo Alto, California operating on one shift. We
operate on a continuous flow, just-in-time basis to perform final assembly,
configuration and system test of all products. Our customer service personnel
work closely with the end user to determine specific customer requirements for
each installation. The detailed customer requirements are transmitted
electronically to our manufacturing facility where they are used to uniquely
custom configure each unit. Our operating software is installed as a part of the
assembly process. Once assembled, every unit undergoes mechanical and systems
testing in our Palo Alto, California facility prior to shipping.
 
    Our production activities consist primarily of final assembly of mechanical
components and electronic sub-systems outsourced to key suppliers. While many
components of our systems are standardized and available from multiple sources,
certain components or subsystems are fabricated according to our specifications.
We endeavor to obtain multiple
 
                                       47

<PAGE>
sources of supply for certain components. We believe we could obtain alternative
sources of supplies within two to four months if our current suppliers were
unable to provide us with adequate quantities of such components.
 
    Our products are designed with a high degree of modularity that facilitates
manufacturing assembly and configuration and enables rapid deployment of new
products and product enhancements. We have automated much of the software
quality assurance process and have streamlined key steps in the mechanical
prototyping process in order to minimize the time from design prototype to
volume production. We work closely with several key fabricators and subassembly
manufacturers on new products and utilize lower-cost manufacturers whenever
possible while maintaining product quality and availability. We are continuously
re-engineering our products to reduce manufacturing costs while improving
product reliability and serviceability.
 
    Our quality assurance team reports to our customer service group and works
directly with our manufacturing team. Team members inspect and create an
electronic record for every product before it is shipped using personal digital
assistants. This information is used to monitor workmanship by recording the
number of defects per thousand units. Each manufacturing employee is part of an
incentive program tied to reducing defects per thousand units. Quality issues
are gathered though weekly field updates and direct calls from our sales and
customer support groups. These issues are addressed in weekly reliability
meetings, which bring together our engineering, manufacturing and quality
assurance teams.
 
COMPETITION
 
  E-COMMERCE
 
    The market for online procurement of medical and non-medical supplies for
the healthcare supply chain is new, rapidly evolving and competitive. We believe
we face competition in three general market categories:
 
    - TRADITIONAL HEALTHCARE SUPPLY CHAIN PARTICIPANTS. Traditional medical
      supply manufacturers, distributors and GPOs such as GE Medical Systems,
      McKessonHBOC and Columbia/HCA have well-established businesses, customer
      relationships and infrastructures. A number of these companies have or may
      in the future seek to establish their own e-commerce initiatives for the
      purchase and sale of healthcare supplies or seek to contract or partner
      with other providers for those services.
 
    - ONLINE HEALTHCARE MARKETPLACES AND EXCHANGES. While we desire to attract
      online healthcare marketplaces and exchanges to be participants on the
      Omnicell Commerce Network, we face indirect competition from marketplaces
      and exchanges such as Medibuy.com and Neoforma.com. However, many of these
      competitors do not provide an end-to-end, fully integrated solution.
 
    - OTHER COMPANIES PROVIDING WEB-BASED HEALTHCARE APPLICATIONS AND
      CONNECTIVITY. Many companies such as Healtheon/WebMD have created
      Web-based healthcare connectivity technology platforms which target the
      service, information and transaction needs of healthcare professionals,
      providing medical information, practice management applications,
      electronic medical claims processing and online prescription capabilities.
      Many of these companies are introducing e-commerce functions that may
      compete with our services.
 
    We believe that companies in the healthcare e-commerce market compete based
on:
 
    - Breadth, depth and quality of product offerings;
 
    - Ease of use and convenience;
 
                                       48

<PAGE>
    - Ability to incorporate the buying organization's requisition and approval
      process;
 
    - Ability to integrate their services with the buying organization's
      existing systems and software;
 
    - Quality and reliability of their services;
 
    - Customer service;
 
    - Number of buying organizations and transaction volume;
 
    - Brand recognition; and
 
    - Amount of fees charged to buyers and suppliers.
 
  AUTOMATION SYSTEMS
 
    The market for automation systems is competitive and characterized by
rapidly evolving technology, evolving industry standards, frequent new product
introductions and rapidly changing customer requirements. Many hospitals and
other healthcare facilities still use and may continue to use existing
approaches that utilize no automated methods of distribution or inventory
tracking. As a result, we must continuously educate existing and prospective
customers regarding the advantages of our products.
 
    We expect continued and increased competition from current and future
competitors, many of whom have greater financial, technical, marketing and other
resources than us. Our current direct competitors in the automation systems
market include Cardinal Healthcare (Pyxis), McKessonHBOC (AcuDose-Rx) and
Diebold (MedSelect).
 
    We believe that companies in the healthcare automation systems market
compete based on:
 
    - Breadth and depth of product offerings;
 
    - Ease of use and efficiency;
 
    - Ability to integrate their services with the healthcare facility's
      existing systems;
 
    - Quality and reliability of product offerings;
 
    - Customer service; and
 
    - Price.
 
EMPLOYEES
 
    As of March 31, 2000, we had a total of 323 employees, including 57 in
research and development, 65 in sales, 25 in marketing, 97 in customer support,
33 in administration and 46 in manufacturing. We also employ independent
contractors and temporary personnel to support our development, marketing,
customer support, field service and administration organizations. None of our
employees is represented by a collective bargaining agreement, nor have we
experienced any work stoppage. We consider our relations with our employees to
be good.
 
FACILITIES
 
    We lease approximately 113,000 square feet of office, development and
manufacturing space in Palo Alto, California and Waukegan, Illinois. Our
principal administrative, marketing and research and development facilities are
located in approximately 34,000 square feet of leased office space in Palo Alto,
California under leases expiring in January 2002 and June 2004. Our principal
manufacturing facility is located in approximately 23,000 square feet of leased
space in Palo Alto, California under a lease expiring in June 2003, with an
option to
 
                                       49

<PAGE>
renew for an additional five years. We also maintain an administrative,
marketing, development and customer service facility located in approximately
38,000 square feet of leased office space in Waukegan, Illinois under a lease
expiring in June 2006, with an option to renew for an additional five years.
 
GOVERNMENT REGULATION
 
    The manufacture and sale of our current products are not regulated by the
FDA. There can be no assurance, however, that these products, or future
products, if any, will not be regulated in the future. A requirement for FDA
approval could harm our business, results of operations and financial condition.
The practice of pharmacy is governed by individual state boards of pharmacy that
issues rules for pharmacy licensure in their jurisdiction. State boards of
pharmacy do not license or approve our distribution systems. However, pharmacies
using our equipment are subject to state board approval. Similarly, hospitals
must be accredited by the JCAHO in order to be eligible for Medicaid and
Medicare funds. JCAHO does not approve or accredit distribution systems.
 
PROPRIETARY RIGHTS AND LICENSING
 
    Our success depends in part upon a combination of copyright and trademark
laws, trade secrets, confidentiality procedures and contractual provisions to
protect our proprietary rights. We pursue patent protection in the United States
and foreign jurisdictions for technology that we believe to be proprietary and
that offers a potential competitive advantage for our products. We currently own
six United States patents and we currently have two United States patents
allowed and awaiting issue and have filed four United States patent
applications. The issued patents relate to our "See & Touch" methodology used in
the OmniSupplier dispensing cabinets, the use of guiding lights in the open
matrix pharmacy drawers, the use of locking and sensing lids with pharmacy
drawers and the methods of restocking these drawers. The above referenced
patents also apply to our unit-dose mechanism and methods, the single-dose
dispensing mechanism and the methods for restocking the single-dose drawers
using exchange liners. We also own four patents in Australia and three patents
in Europe, each which apply to Germany, France, Sweden and Great Britain. There
are other applications in process in Australia, Japan, Canada and European
countries based on issued and pending applications in the United States. We are
not aware that any of our products infringes the proprietary rights of third
parties.
 
    All of our operating system software is copyrighted and subject to the
protection of applicable copyright laws. We have also obtained registration of
our OmniCell logo, OmniCell, OmniCenter, OmniSupplier, OmniRx and Sure-Med
trademarks through the United States Patent and Trademark Office. We are in the
process of registering Omnicell.com and the Omnicell.com logo, as well as other
trademarks, in the United States and internationally. We seek to protect and
enforce our rights in our patents, copyrights, service marks, trademarks, trade
dress and trade secrets through a combination of laws and contractual
restrictions, such as confidentiality and licensing agreements.
 
LEGAL PROCEEDINGS
 
    We are not a party to any material legal proceedings.
 
                                       50

<PAGE>

                                   MANAGEMENT
 
DIRECTORS AND OFFICERS
 
    The following table sets forth certain information as of March 31, 2000,
about our officers and members of our board of directors:
 

<TABLE>
<CAPTION>
NAME                                          AGE                           POSITION
----                                        --------   --------------------------------------------------
<S>                                         <C>        <C>
Randall A. Lipps..........................        42   Founder, Chairman of the Board and Director
Sheldon D. Asher..........................        46   President, Chief Executive Officer and Director
Robert Y. Newell, IV......................        51   Vice President of Finance and Chief Financial
                                                       Officer
S. Michael Hanna..........................        49   Vice President of Sales and Field Operations
John D. Higham............................        57   Vice President of Engineering and Chief Technical
                                                       Officer
Jeffrey L. Arbuckle.......................        43   Vice President of e-Commerce Market Development
Herbert J. Bellucci.......................        50   Vice President of Manufacturing
Joseph E. Coyne...........................        37   Vice President of Customer Service
Kenneth E. Perez..........................        39   Vice President of e-Strategies
Gary E. Wright............................        46   Vice President of e-Commerce Supplier
                                                       Relationships
Gordon V. Clemons(1)......................        46   Director
Frederick J. Dotzler(2)...................        54   Director
Christopher J. Dunn, M.D.(2)..............        48   Director
Randall A. Hack(1)........................        52   Director
Benjamin A. Horowitz......................        33   Director
Kevin L. Roberg...........................        49   Director
John D. Stobo, Jr.(1).....................        34   Director
William H. Younger, Jr.(1)(2).............        50   Director
</TABLE>

 
---------
 
(1) Member of the Audit Committee
 
(2) Member of the Compensation Committee
 
    RANDALL A. LIPPS has served as Chairman of the Board and a Director of
Omnicell.com since founding Omnicell.com in September 1992. From 1989 to 1992,
Mr. Lipps served as the President of Moxie Technologies, Inc., a direct
marketing firm specializing in travel and long distance communications sales.
Mr. Lipps received both a B.S. in economics and a B.B.A. from Southern Methodist
University.
 
    SHELDON D. ASHER has served as President and Chief Executive Officer and a
Director of Omnicell.com since December 1993. From May 1991 to August 1993, Mr.
Asher served as President and Chief Executive Officer of Option Care, Inc., a
home infusion therapy company. Mr. Asher received a B.S. in finance from the
University of Illinois.
 
    ROBERT Y. NEWELL, IV has served as Vice President of Finance and Chief
Financial Officer of Omnicell.com since January 2000. From October 1997 to
January 2000, Mr. Newell was a partner in the Beta Group, a business development
firm. From August 1992 to August 1997, he was Vice President and Chief Financial
Officer of Cardiometrics, Inc., a medical device company. Mr. Newell received a
B.A. in mathematics from the College of William & Mary and an M.B.A. from
Harvard Business School.
 
    S. MICHAEL HANNA has served as Vice President of Sales and Field Operations
of Omnicell.com since July 1998. From July 1996 to July 1998, Mr. Hanna served
as a Regional Vice President of Omnicell.com. From 1981 to July 1996, Mr. Hanna
was employed by Air
 
                                       51

<PAGE>
Shields, Inc., a medical equipment manufacturer, in a variety of sales
positions, most recently as Director of North American Sales. Mr. Hanna received
a B.S. in business administration from Shepard College.
 
    JOHN D. HIGHAM has served as Vice President of Engineering and Chief
Technical Officer of Omnicell.com since June 1993. From 1989 to 1993, Mr. Higham
served as Vice President of Engineering of Octel Communications, Inc., a
supplier of voice mail systems. Mr. Higham received engineering and industrial
management degrees from Cambridge University, England, and a master's degree in
electrical engineering from Columbia University.
 
    JEFFREY L. ARBUCKLE has served as Vice President of e-Commerce Market
Development of Omnicell.com since June 1999. From July 1997 to June 1999, Mr.
Arbuckle served as Vice President of Marketing of Omnicell.com. From February
1994 to June 1997, Mr. Arbuckle served as a Regional Vice President of
Omnicell.com. From 1991 to 1994, Mr. Arbuckle served as Regional Manager of
Siemens Infusion, a marketer of drug delivery systems. Mr. Arbuckle received a
B.A. from Indiana University.
 
    HERBERT J. BELLUCCI has served as Vice President of Manufacturing of
Omnicell.com since April 1994. From August 1993 to March 1994, Mr. Bellucci
served as Vice President of Operations of VidaMed, Inc., a medical device
company. Mr. Bellucci received a B.S. in engineering from Brown University and
an M.B.A. from the Stanford Graduate School of Business.
 
    JOSEPH E. COYNE has served as Vice President of Customer Service of
Omnicell.com since August 1997. From May 1994 to August 1997, Mr. Coyne served
as Director of Interface Development of Omnicell.com. From 1984 to May 1994, Mr.
Coyne was employed by HBO & Company, a healthcare information systems company,
in various technical capacities, including Technical Manager and Software
Interface Team Manager. Mr. Coyne received a B.S. in chemical engineering from
Stanford University and an M.B.A. degree from the Anderson Graduate School of
Management at the University of California, Los Angeles.
 
    KENNETH E. PEREZ has served as Vice President of e-Strategies of
Omnicell.com since September 1999. From November 1998 to August 1999, Mr. Perez
served as Senior Vice President of Marketing for CyberCash, Inc. From 1992 to
1998, Mr. Perez held a number of positions at Hewlett-Packard Company, including
Director of Business Development, Financial Operations Manager of the Channel
Products Support Division and the Finance Department Supervisor for the
Commercial Systems Division. Mr. Perez received a B.A. degree in international
relations from Stanford University and an M.B.A. degree from the Anderson
Graduate School of Management at the University of California, Los Angeles.
 
    GARY E. WRIGHT has served as Vice President of e-Commerce Supplier
Relationships of Omnicell.com since September 1999. From July 1998 until August
1999, Mr. Wright served as Vice President of Business Development of
Omnicell.com and from June 1994 until June 1998 Mr. Wright served as Vice
President of Sales and Field Operations of Omnicell.com. From September 1993 to
July 1994, Mr. Wright served as a Vice President of PCS Health Systems, a
managed healthcare company. Mr. Wright received a B.S. from Northern Illinois
University.
 
    GORDON V. CLEMONS has served as a Director of Omnicell.com since December
1995. He has been the President, Chief Executive Officer and Chairman of the
Board of CorVel Corp., a provider of managed healthcare services, since 1991.
Mr. Clemons received a B.S. in business and technology from Oregon State
University and an M.B.A. from the University of Oregon.
 
    FREDERICK J. DOTZLER has served as a Director of Omnicell.com since December
1993. He has been a partner with Medicus Venture Partners, a venture capital
firm, since 1989. Mr.
 
                                       52

<PAGE>
Dotzler received a B.S. in industrial engineering from Iowa State University, an
M.B.A. from the University of Chicago and an advanced degree in economics from
Louvain University, Belgium.
 
    CHRISTOPHER J. DUNN, M.D. has served as a Director of Omnicell.com since
September 1992. Dr. Dunn has been in private medical practice since 1984. Dr.
Dunn received an M.D. and a master's degree in health service administration
from Stanford University. Dr. Dunn is also Director of the Respiratory Care Unit
at Care West Gateway, Director of Subacute Care at Care West Burlingame and
Medical Director of Critical Care Transport for American Medical
Response--Sacramento Valley. He is a fellow of the American College of Chest
Physicians and is an Associate Clinical Professor of Medicine at Stanford
University School of Medicine.
 
    RANDALL A. HACK has served as a Director of Omnicell.com since September
1995. Mr. Hack has been a Partner of Nassau Capital L.L.C., a private investment
management firm, since January 1995. From 1990 to 1994, Mr. Hack served as
President and Chief Executive Officer of the Princeton University Investment
Company, Princeton's portfolio of public and private assets. Mr. Hack received a
B.A. from Princeton University and an M.B.A. from Harvard University. Mr. Hack
serves as a director of Cornerstone Properties Inc. and Cypress Communications,
Inc.
 
    BENJAMIN A. HOROWITZ has served as a Director of Omnicell.com since
September 1999. Mr. Horowitz has been President and Chief Executive Officer of
Loudcloud, Inc., an Internet company, since September 1999. From March 1999 to
September 1999, he served as Vice President of AOL E-commerce Technology
Platform for America On-Line, an Internet service provider. From July 1995 to
March 1999, Mr. Horowitz was employed by Netscape Communications, an Internet
company, in various capacities, including Vice President of the directory and
security product line from 1997 to 1998. From 1994 to 1995, Mr. Horowitz was
employed by Lotus Development Corporation, a software company. Mr. Horowitz
received a B.S. degree from Columbia University and a M.S. in computer science
from the University of California, Los Angeles.
 
    KEVIN L. ROBERG has served as a Director of Omnicell.com since June 1997.
From December 1995 to June 1998, Mr. Roberg served as Chief Executive Officer
and President of ValueRx, a Value Health Company. From April 1995 until it was
acquired by ValueRx in December 1995, Mr. Roberg served as President and Chief
Executive of Medintell Systems Corporation, a pharmaceutical information
management company. From June 1994 to April 1995, Mr. Roberg served as
President--Western Health Plans and President--PRIMExtra, Inc. for EBP Health
Plans, Inc., a third party administrator. Mr. Roberg is also a director of Duane
Reade, Inc., Accredo Health, Inc. and the American Society of Health System
Pharmacists Foundation. Mr. Roberg is also a director and the immediate past
chairman of Children's Hospitals and Clinics of Minneapolis/St. Paul.
Mr. Roberg received a B.S. from the University of Iowa.
 
    JOHN D. STOBO, JR. has served as a Director of Omnicell.com since February
2000. Since November 1998, he has been a managing member of ABS Partners III,
LLC, which is the general partner of ABS Capital Partners III, L.P., a venture
capital firm. From December 1993 to November 1998, Mr. Stobo was a principal of
ABS Capital Partners and related entities. Prior to joining ABS Capital
Partners, Mr. Stobo worked in the healthcare investment banking group at Alex.
Brown & Sons Incorporated, an investment banking firm. Mr. Stobo received a B.A.
from the University of California, San Diego, and an M.B.A. from Cornell
University. Mr. Stobo is also a director of Pointshare Corporation.
 
    WILLIAM H. YOUNGER, JR. has served as a Director of Omnicell.com since
September 1992. Mr. Younger is a managing director of the general partner of
Sutter Hill Ventures, a venture
 
                                       53

<PAGE>
capital firm, where he has been employed since 1981. Mr. Younger holds a B.S. in
electrical engineering from the University of Michigan and an M.B.A. from
Stanford University. Mr. Younger serves as a director of Vitria Technology, Inc.
 
    There are no family relationships between any of the directors and officers
of Omnicell.com.
 
BOARD COMMITTEES
 
    The Board of Directors has a Compensation Committee and an Audit Committee.
The Compensation Committee makes recommendations to the Board concerning
salaries and incentive compensation for our officers and employees and
administers our stock option plans. The Audit Committee makes recommendations to
the Board of Directors regarding the selection of independent auditors, reviews
the results and scope of the audit and other services provided by our
independent auditors, and reviews and evaluates our audit and control functions.
Members of these committees will serve until their successors are appointed.
Members of the Compensation Committee are Mr. Dotzler, Dr. Dunn and Mr. Younger.
Members of the Audit Committee are Messrs. Clemons, Hack and Younger.
 
DIRECTOR COMPENSATION
 
    The members of the Board of Directors do not currently receive compensation
for their services as directors, but are reimbursed for travel expenses in
connection with attendance at Board and committee meetings. We have typically
granted non-employee directors options to purchase 25,000 shares of common stock
at the then fair market value upon election to the Board of Directors. In
February 1998, Dr. Dunn received a non-qualified stock option to purchase 25,000
shares of common stock at an exercise price of $6.50 per share. In September
1999, Mr. Horowitz received a non-qualified stock option to purchase 25,000
shares of common stock at an exercise price of $6.50 per share. These options
vest over a five-year period. In addition, in September 1999, the Board granted
to each of Messrs. Younger, Hack and Dotzler options to purchase 15,000 shares
of common stock at an exercise price of $6.50 per share which vest over a
three-year period. In April 2000, Mr. Horowitz received a non-qualified stock
option to purchase 10,000 shares of common stock at an exercise price of $6.50
per share which vest over a thirty month period. Following this offering, each
member of our Board of Directors who are not employees will be eligible to
receive initial and annual stock option grants to purchase our common stock.
These grants are more fully described below.
 

EXECUTIVE COMPENSATION
 
    The following table sets forth all compensation awarded to, earned by or
paid to our Chief Executive Officer, our Chairman of the Board and our four next
most highly compensated officers whose annual compensation exceeded $100,000 for
the year ended December 31, 1999. These individuals are referred to as the named
executive officers in this prospectus.
 
                                       54

<PAGE>
                           SUMMARY COMPENSATION TABLE
 

<TABLE>
<CAPTION>
                                                                                     LONG-TERM
                                                                                   COMPENSATION
                                               ANNUAL COMPENSATION(1)                 AWARDS
                                        ------------------------------------   ---------------------
                                                                OTHER ANNUAL   SECURITIES UNDERLYING
NAME AND PRINCIPAL POSITION              SALARY       BONUS     COMPENSATION        OPTIONS(2)
---------------------------             ---------   ---------   ------------   ---------------------
<S>                                     <C>         <C>         <C>            <C>
Sheldon D. Asher .....................  $298,000    $129,619     $  48,000(4)         214,320
  President, Chief Executive
  Officer and Director
 
Randall A. Lipps .....................   298,000      79,619            --            215,000
  Chairman of the Board
  and Director
 
John D. Higham .......................   187,000      51,578            --             35,000
  Vice President of Engineering
  and Chief Technical Officer
 
S. Michael Hanna .....................   145,000      88,079            --             35,000
  Vice President of Sales and
  Field Operations
 
Earl E. Fry(3) .......................   188,000      47,440        10,611(4)         170,000
  Vice President and
  Chief Financial Officer
</TABLE>

 
---------
 
(1) In accordance with Securities and Exchange Commission rules, Other Annual
    Compensation in the form of perquisites and other personal benefits has been
    omitted where the aggregate amount of such perquisites and other personal
    benefits constitutes less than the lesser of $50,000 or 10% of the total
    annual salary and bonus for the named executive officer for the fiscal year.
 
(2) These shares are subject to exercise under stock options granted under our
    stock option plans.
 
(3) Mr. Fry resigned in January 2000.
 
(4) Represents a loan forgiven by Omnicell.com.
 
                                       55

<PAGE>
STOCK OPTION GRANTS
 
    The following table sets forth information regarding options granted to each
of the named executive officers during the year ended December 31, 1999.
 

<TABLE>
<CAPTION>
                                                                                      POTENTIAL REALIZABLE
                                                                                            VALUE AT
                                                 INDIVIDUAL GRANTS                       ASSUMED ANNUAL
                                ---------------------------------------------------         RATES OF
                                NUMBER OF      PERCENTAGE                                  STOCK PRICE
                                SECURITIES      OF TOTAL                                APPRECIATION FOR
                                UNDERLYING      OPTIONS                                  OPTION TERM(1)
                                 OPTIONS       GRANTED IN     EXERCISE   EXPIRATION   ---------------------
NAME                            GRANTED(2)   FISCAL 1999(3)   PRICE(4)      DATE         5%          10%
----                            ----------   --------------   --------   ----------   ---------   ---------
<S>                             <C>          <C>              <C>        <C>          <C>         <C>
Sheldon D. Asher..............    94,320          5.23%        $6.50      02/15/09
                                 120,000          6.65          6.50      08/31/09
 
Randall A. Lipps..............    95,000          5.27          6.50      02/15/09
                                 120,000          6.65          6.50      08/31/09
 
John D. Higham................    15,000          0.83          6.50      02/15/09
                                  20,000          1.11          6.50      08/31/09
 
S. Michael Hanna..............    15,000          0.83          6.50      02/15/09
                                  20,000          1.11          6.50      08/31/09
 
Earl E. Fry(5)................    20,000          1.11          6.50      02/15/09
                                 150,000          8.31          6.50      08/31/09
</TABLE>

 
---------
 
(1) Potential realizable values are computed by multiplying the number of shares
    of common stock subject to a given option by the initial public offering
    price of $      per share, assuming that the aggregate stock value derived
    from that calculation compounds at the annual 5% or 10% rate shown in the
    table for the entire ten-year term of the option and subtracting from that
    result the aggregate option exercise price. The 5% and 10% assumed annual
    rates of stock appreciation are mandated by the rules of the SEC and do not
    reflect our estimate or projection of future stock price growth.
 
(2) These options were issued under our 1995 Management Stock Option Plan and
    our 1999 Equity Incentive Plan. Vesting and exercise terms are as follows:
    (a) Options vest over a four year period as follows: 10% in equal monthly
    installments during the first year, 20% in equal monthly installments during
    the second year, 30% in equal monthly installments during the third year and
    40% in equal monthly installments during the fourth year, so that the grant
    is fully vested at the end of four years; and (b) Options vest over 30
    months at a rate of 1/30 of the total amount vesting each month thereafter.
 
(3) Based on an aggregate of 1,804,208 shares subject to options granted to
    employees (not counting grants to non-employees) of the Company in the year
    ended December 31, 1999, including options granted to the named executive
    officers.
 
(4) Options were granted at an exercise price equal to the fair market value of
    our Common Stock, as determined by the Board of Directors at the date of the
    grant.
 
(5) At the time of Mr. Fry's resignation, options to purchase 117,927 shares had
    vested. Pursuant to the terms of a consulting agreement between Mr. Fry and
    us, these options remain outstanding with the same expiration date they had
    at the time of grant. The options that had not vested prior to Mr. Fry's
    resignation have expired.
 
                                       56

<PAGE>
  AGGREGATED OPTIONS EXERCISED IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
                                     VALUES
 
    The following table sets forth for each of the named executive officers the
shares acquired and the value realized on each exercise of stock options during
the year ended December 31, 1999 and number and value of securities underlying
unexercised options held by the named executive officers at December 31, 1999.
 

<TABLE>
<CAPTION>
                                                        NUMBER OF SECURITIES
                                                       UNDERLYING UNEXERCISED         VALUE OF UNEXERCISED
                             SHARES                          OPTIONS AT              IN-THE-MONEY OPTIONS AT
                            ACQUIRED                    DECEMBER 31, 1999(1)         DECEMBER 31, 1999(1)(2)
                               ON         VALUE      ---------------------------   ---------------------------
NAME                        EXERCISE    REALIZED     EXERCISABLE   UNEXERCISABLE   EXERCISABLE   UNEXERCISABLE
----                        --------   -----------   -----------   -------------   -----------   -------------
<S>                         <C>        <C>           <C>           <C>             <C>           <C>
Sheldon D. Asher..........  200,000    $1,279,000      600,068(3)     376,138      $3,224,006       $209,864
 
Randall A. Lipps..........        0             0      195,168        342,972         491,580        119,309
 
John D. Higham............        0             0       38,455         83,445         105,435         67,865
 
S. Michael Hanna..........        0             0       53,288        109,962               0              0
 
Earl E. Fry...............        0             0       86,746        204,649         361,042        146,309
</TABLE>

 
---------
 
(1) Some of the shares are immediately exercisable; however, the shares
    purchasable under such options are subject to repurchase by the Company at
    the original exercise price paid per share upon the optionee's cessation of
    service prior to the vesting of such shares. The shares listed as
    exercisable are those shares which are unexercised for which the Company no
    longer has a right of repurchase if the option is exercised by the holder;
    similarly, the shares listed as unexercisable include those shares over
    which the Company has a right of repurchase if the option is exercised by
    the holder.
 
(2) Based on the fair market value of our common stock at year ended December
    31, 1999 ($6.50 per share, as determined by our Board of Directors), less
    the exercise price payable for such shares.
 
(3) Dianne Snedden, Mr. Asher's ex-wife, has the right to receive 188,800 shares
    upon the exercise of vested options pursuant to a divorce agreement and any
    and all proceeds from the sale thereof.
 
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
 
    The Compensation Committee consists of Mr. Dotzler, Dr. Dunn and Mr.
Younger. None of these individuals is or has been an officer or employee of
Omnicell.com. No member of the Compensation Committee of Omnicell.com serves as
a member of the board of directors or compensation committee of any entity that
has one or more executive officers serving as a member of the Omnicell.com Board
of Directors.
 
STOCK PLANS
 
  1992 EQUITY INCENTIVE PLAN AND 1995 MANAGEMENT STOCK OPTION PLAN
 
    Our 1992 Equity Incentive Plan and 1995 Management Stock Option Plan
(collectively, the Incentive Plans) were adopted by the Board of Directors in
October 1992 and December 1995, respectively. There are currently 5,410,000
shares of common stock authorized for issuance under the Incentive Plans.
 
    The Incentive Plans provide for the grant of incentive stock options under
the Internal Revenue Code of 1986, as amended (the Code), to employees and
nonstatutory stock options, restricted stock purchase awards and stock bonuses
to employees, directors and consultants.
 
                                       57

<PAGE>
The Incentive Plans are administered by the Board of Directors or a committee
appointed by the Board which determines recipients and types of awards to be
granted, including the exercise price, number of shares subject to the award and
the exercisability thereof.
 
    The term of stock options granted under the Incentive Plans generally may
not exceed 10 years. The exercise price of options granted under the Incentive
Plans are determined by the Board of Directors, provided that the exercise price
for an incentive stock option cannot be less than 100% of the fair market value
of the common stock on the date of the option grant and the exercise price for a
nonstatutory stock option cannot be less than 85% of the fair market value of
the common stock on the date of option grant. Options granted under the
Incentive Plans vest at the rate specified in the option agreement. No incentive
stock option may be transferred by the optionee other than by will, beneficiary
designation or the laws of descent or distribution or, in certain limited
instances, pursuant to a qualified domestic relations order. The Board of
Directors may grant a nonstatutory stock option that is transferable. An
optionee whose relationship with us or any related corporation ceases for any
reason, other than by death or permanent and total disability, may exercise
options in the three-month period following such cessation, unless such options
terminate or expire sooner or later by their terms. Options may be exercised for
up to twelve months after an optionee's relationship with us and our affiliates
ceases due to death or disability, unless such options expire sooner or later by
their terms.
 
    No incentive stock option may be granted to any person who, at the time of
the grant, owns, or is deemed to own, stock possessing more than 10% of the
total combined voting power of Omnicell.com or any affiliate of Omnicell.com,
unless the option exercise price is at least 110% of the fair market value of
the stock subject to the option on the date of grant and the term of the option
does not exceed five years from the date of grant. The aggregate fair market
value, determined at the time of grant, of the shares of common stock with
respect to which incentive stock options are exercisable for the first time by
an optionee and its affiliates during any calendar year under all of our plans
may not exceed $100,000.
 
    Shares subject to options that have expired or otherwise terminated without
having been exercised in full, or vested in the case of restricted stock awards,
become available for the grant of awards under the Incentive Plans.
 
    The Board of Directors has the authority to reprice outstanding options and
to offer optionees the opportunity to replace outstanding options with new
options for the same or a different number of shares.
 
    We may grant restricted stock awards under the Incentive Plans that are
subject to a repurchase option by us in accordance with a vesting schedule and
at a price determined by the Board of Directors. Restricted stock purchases must
be at a price equal to at least 85% of the stock's fair market value on the
award date, but stock bonuses may be awarded in consideration of past services
without a purchase payment. Rights under a stock bonus or restricted stock
purchase agreement may not be transferred other than by will, the laws of
descent and distribution or a qualified domestic relations order while the stock
awarded pursuant to such an agreement remains subject to the agreement.
 
    As of March 31, 2000, 1,073,132 shares of common stock had been issued upon
the exercise of options granted under the Incentive Plans, options to purchase
3,939,017 shares of common stock were outstanding at a weighted average exercise
price of $3.84 per share and 397,851 shares of common stock remained available
for future grant. The Incentive Plans will terminate in October 2002 and
December 2005, respectively, unless sooner terminated by the Board of Directors.
 
                                       58

<PAGE>
  1997 EMPLOYEE STOCK PURCHASE PLAN
 
    In March 1997, our Board of Directors approved the 1997 Employee Stock
Purchase Plan which was later amended in September 1999. The 1997 plan is
intended to qualify as an employee stock purchase plan within the meaning of
Section 423 of the Code. Under the 1997 plan, the Board of Directors may
authorize participation by eligible employees, including officers, in periodic
offerings following the adoption of the 1997 plan. The offering period for any
offering will be no more than 27 months.
 
    The 1997 plan, as amended in September 1999, authorizes the issuance of
750,000 shares of common stock under the 1997 plan which amount is increased
each January 1 by the lesser of 500,000 or 1.5% of the number of shares of
common stock outstanding each January 1. However, the Board of Directors has the
authority to designate a smaller number of shares by which the authorized number
of shares of common stock will be increased on each January 1.
 
    Employees are eligible to participate if they are employed by Omnicell.com
or an affiliate of Omnicell.com designated by the Board of Directors and are
regularly employed at least 20 hours per week and five months per year.
Employees who participate in an offering can have up to 15% of their earnings
withheld pursuant to the 1997 plan and applied, on specified dates determined by
the Board of Directors, to the purchase of shares of common stock. The price of
common stock purchased under the 1997 plan will be equal to 85% of the lower of
the fair market value of the common stock on the commencement date of each
offering period or the relevant purchase date. Employees may end their
participation in the offering at any time during the offering period, and
participation ends automatically on termination of employment with Omnicell.com.
 
    In the event of certain changes of control of Omnicell.com, the Board of
Directors has discretion to provide that each right to purchase common stock
will be assumed or an equivalent right substituted by the successor corporation,
or the Board of Directors may shorten the offering period and provide for all
sums collected by payroll deductions to be applied to purchase stock immediately
prior to the change in control. The 1997 plan will terminate at the Board of
Directors' direction.
 
    As of March 31, 2000, we had issued 253,799 shares of common stock under the
1997 plan.
 
  1999 EQUITY INCENTIVE PLAN
 
    Our 1999 Equity Incentive Plan was adopted by the Board of Directors in
September 1999 and amended in April 2000. The 1999 plan was established to
replace the Incentive Plans. The 1999 plan will terminate in September 2009,
unless sooner terminated by the Board of Directors.
 
    The 1999 plan provides for the grant of incentive stock options under Code
Section 422 to employees, including officers and employee-directors, and
nonstatutory options, restricted stock purchase awards and stock bonuses to
employees, directors and consultants. The 1999 plan is administered by the Board
of Directors or a committee appointed by the Board which determines recipients
and the terms and types of awards to be granted, including the exercise price,
number of shares subject to the award and the exercisability thereof.
 
    Stock option grants under the 1999 plan are made pursuant to an option
agreement. The term of stock options granted under the 1999 plan generally may
not exceed 10 years. The exercise price of options granted under the 1999 plan
is determined by the Board of Directors, provided that the exercise price for an
incentive stock option plan cannot be less than 100% of
 
                                       59

<PAGE>
the fair market value of the common stock on the date of the option grant and
the exercise price for a nonstatutory stock option cannot be less than 85% of
the fair market value of the common stock on the date of the option grant.
 
    Options granted under the 1999 plan vest at the rate specified in the option
agreement. No incentive stock options may be transferred by the optionee other
than by will, beneficiary designation or the laws of descent and distribution
or, in certain limited instances, pursuant to a qualified domestic relations
order. The Board of Directors may grant a nonstatutory stock option that is
transferable. An optionee whose relationship with Omnicell.com or any related
corporation ceases for any reason may exercise options in the three-month period
following such cessation, unless such options terminate or expire sooner or
later by their terms. Unless the options expire sooner or later by their terms,
options may be exercised for up to twelve months after an optionee's
relationship with Omnicell.com and our affiliates ceases due to disability and
for up to eighteen months after an optionee's relationship with Omnicell.com and
our affiliates ceases due to death.
 
    No incentive stock options may be granted to any person who, at the time of
the grant, owns, or is deemed to own, stock possessing more than 10% of the
total combined voting power of Omnicell.com or any affiliate of Omnicell.com,
unless the option exercise price is at least 110% of the fair market value of
the stock subject to the option on the date of the grant, and the term of the
option does not exceed five years from the date of the grant. The aggregate fair
market value, determined at the time of the grant, of the shares of common stock
with respect to which incentive stock options are exercisable for the first time
by an optionee during any calendar year, under all such plans of Omnicell.com
and its affiliates, may not exceed $100,000.
 
    Five million shares of common stock are authorized for issuance under the
1999 plan. Effective January 1, 2001, the number of shares of common stock
authorized for issuance under the 1999 plan will be increased on each January 1
by the lesser of (i) 3,000,000 shares, or (ii) 5.0% of the number of shares of
common stock outstanding on that date. However, the Board of Directors has the
authority to designate a smaller number of shares by which the authorized number
of shares of common stock will be increased on each January 1.
 
    Shares subject to stock awards that have expired or otherwise terminated
without having been exercised in full, or vested in the case of restricted stock
awards, shall again become available for the grant of awards under the 1999
plan. Shares subject to stock awards issued under the 1999 plan that have
expired or otherwise terminated without having been exercised in full, or vested
in the case of restricted stock awards, shall also become available for the
grant of awards under the 1999 plan. Shares issued under the 1999 plan may be
previously unissued shares or reacquired shares bought on the market or
otherwise.
 
    Restricted stock purchase awards granted under the 1999 plan may be granted
pursuant to a repurchase option in favor of Omnicell.com in accordance with a
vesting schedule and at a price determined by the Board of Directors. Restricted
stock purchases must be at a price equal to 85% of the stock's fair market value
on the award date, but stock bonuses may be awarded in consideration of past
services without a purchase payment. Rights under a stock bonus or restricted
stock purchase agreement may not be transferred other than by will, the laws of
descent and distribution or a qualified domestic relations order while the stock
awarded pursuant to such an agreement remains subject to the agreement.
 
    Under certain changes in control of Omnicell.com including (i) a
dissolution, liquidation or sale of substantially all of our assets, (ii) a
merger or consolidation in which Omnicell.com is not the surviving corporation,
or (iii) a reverse merger in which Omnicell.com is the surviving corporation but
the shares of common stock outstanding immediately preceding the merger
 
                                       60

<PAGE>
are converted by virtue of the merger into other property, whether securities,
cash or otherwise, then to the extent permitted by applicable law, (i) any
surviving corporation will assume any stock awards, including stock options,
outstanding under the 1999 plan or substitute similar stock awards, or (ii) such
stock awards under the 1999 plan will continue in full force and effect. In the
event any surviving corporation refuses to assume or continue such stock awards,
or to substitute similar stock awards for those outstanding under the 1999 plan,
then the stock awards held by participants whose service with Omnicell.com or
surviving corporation has not terminated shall become fully vested and
exercisable prior to the change in control and any such Stock Award that are not
exercised prior to the change in control will terminate thereafter.
 
    As of March 31, 2000, 37,365 shares of common stock had been issued upon
exercise of options granted under the 1999 plan. Options to purchase 1,265,671
shares of common stock were outstanding at a weighted average exercise price of
$6.50 per share and 1,696,964 shares of common stock remained available for
future grant. The 1999 plan will terminate in September 2009, unless sooner
terminated by the Board of Directors.
 
  NON-EMPLOYEE DIRECTOR STOCK OPTION GRANTS
 
    The 1999 plan provides for automatic stock option grants to non-employee
directors on the Board. After the offering, each person who is not an employee
of the Company who is elected or appointed to the Board will be granted an
initial grant on the date of his or her election or appointment to purchase
40,000 shares of the common stock of the Company at the fair market value of the
common stock on that grant date. On the date of the offering, non-employee
directors of the Board who have not previously been granted options to purchase
the common stock of the Company will receive an initial stock option grant as if
he or she were first elected or appointed to the Board after the offering. The
non-employee directors become vested in each initial stock option grant 1/36
after each month of service on the Board from the stock option grant date so
that the directors will become vested fully after 36 months of service on the
Board after the grant.
 
    After the offering, each person who is a non-employee director on the day
after each annual stockholders' meeting, shall, on that date, be granted an
annual stock option grant to purchase 10,000 shares of the common stock of the
Company at the fair market value of the common stock of the Company on that
grant date. The non-employee directors become vested in each annual stock option
grant 1/12 after each month of service on the Board from the stock option grant
date so that the directors will become vested fully after 12 months of service
on the Board after the grant.
 
    The non-employee director stock options will have a maximum term of ten
years and generally must be exercised prior to the earliest of eighteen months
following the death of the non-employee directors, twelve months from the
termination of service on the Board by the non-employee director due to a
disability, three months from the termination of the service of non-employee
director for any other reason, or the expiration of the original term of the
stock options. The stock options shall not be transferable except as otherwise
provided in a stock option agreement to the extent permitted by federal
securities laws and regulations. If there is a change of control as described
above, the directors will become fully vested in their unvested portion of their
stock options and the options will be exercisable for a period of the shorter of
twelve months following the termination of their service on the Board or the
original term of the stock options.
 
                                       61

<PAGE>
  401(k) PLAN
 
    In October, 1993, we adopted a tax-qualified employee savings plan under
Section 401(k) of the Code covering our employees. Pursuant to the 401(k) plan,
eligible employees may elect to reduce their current compensation by up to the
lesser of 15% of their annual compensation or the statutorily prescribed annual
limit and have the amount of such reduction contributed to the 401(k) plan. In
addition, eligible employees may make rollover contributions to the 401(k) plan
from a tax-qualified retirement plan. The 401(k) plan is intended to qualify
under Section 401(a) of the Code, so that contributions by employees or
Omnicell.com to the 401(k) plan, and income earned on the 401(k) plan
contributions, are not taxable to employees until withdrawn from the 401(k)
plan, and so that contributions by Omnicell.com, if any, will be deductible by
Omnicell.com when made. We do not presently intend to make any matching or
discretionary contributions.
 
EMPLOYMENT ARRANGEMENTS
 
    In December 1993, Omnicell.com and Mr. Asher entered into an employment
agreement whereby Mr. Asher agreed to serve as President and Chief Executive
Officer. The agreement provides Mr. Asher with: (1) an annual base salary of at
least $200,000; (2) a performance bonus of at least $50,000; and (3) $1,000,000
of term life insurance, the owner and beneficiary of which are to be designated
by Mr. Asher. In the event of termination without cause, Mr. Asher will be
entitled to receive the base salary amount then in effect plus $50,000 for one
year following the date of termination.
 
    In February 1998 and in February 2000, our Board of Directors approved the
acceleration, under certain circumstances, of all prior stock options granted to
each officer under our equity incentive plans. Under this arrangement, the
unvested portion of each officer's stock options under our equity incentive
plans becomes fully-vested and exercisable if Omnicell.com is acquired and the
officer is (1) terminated without cause; (2) the principal place of performance
of the officer's responsibilities and duties is changed; or (3) there is a
material reduction in the officer's responsibilities and duties.
 
INDEMNIFICATION OF DIRECTORS AND EXECUTIVE OFFICERS AND LIMITATION OF LIABILITY
 
    Section 145 of the Delaware General Corporation Law authorizes a court to
award, or a corporation's board of directors to grant indemnity to directors and
officers in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities, including reimbursement for expenses
incurred, arising under the Securities Act.
 
    As permitted by Delaware law, our Certificate of Incorporation, which will
become effective upon the closing of this offering, includes a provision that
eliminates the personal liability of its directors for monetary damages for
breach of fiduciary duty as a director, except for liability:
 
    - for any breach of the director's duty of loyalty to us or our
      stockholders;
 
    - for acts or omissions not in good faith or that involve intentional
      misconduct or a knowing violation of law;
 
    - under Section 174 of the Delaware law regarding unlawful dividends and
      stock purchases; or
 
    - for any transaction from which the director derived an improper personal
      benefit.
 
                                       62

<PAGE>
    As permitted by Delaware law, our Certificate of Incorporation and/or our
Bylaws, which will become effective upon the closing of this offering, provide
that:
 
    - we are required to indemnify our directors and officers to the fullest
      extent permitted by Delaware law, so long as such person acted in good
      faith and in a manner the person reasonably believed to be in or not
      opposed to the best interests of Omnicell.com, and with respect to any
      criminal action or proceeding, had no reasonable cause to believe the
      person's conduct was unlawful.
 
    - we are permitted to indemnify our other employees to the extent that we
      indemnify our officers and directors, unless otherwise required by law,
      our Certificate of Incorporation, our Bylaws or agreements;
 
    - we are required to advance expenses, as incurred, to our directors and
      officers in connection with a legal proceeding to the fullest extent
      permitted by Delaware law, subject to certain very limited exceptions; and
 
    - the rights conferred in our Bylaws are not exclusive.
 
    Prior to the closing of this offering, we intend to enter into indemnity
agreements with each of our current directors and officers to give such
directors and officers additional contractual assurances regarding the scope of
the indemnification set forth in our Certificate of Incorporation and our Bylaws
and to provide additional procedural protections. At present, there is no
pending litigation or proceeding involving any of our directors, officers or
employees regarding which indemnification is sought, nor are we aware of any
threatened litigation that may result in claims for indemnification.
 
                                       63

<PAGE>
              CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
 
    Pursuant to his employment agreement, in December 1993, we loaned Sheldon
Asher an aggregate of $200,000 with an interest rate of 4% per year for the
purchase of 92,165 shares of Series D Preferred Stock, convertible into common
stock on a one-for-one basis. The purchase price of $2.17 per share was equal to
the fair market value of the shares at the time of the sale. Twenty percent of
this loan matured each year beginning on January 1, 1995 and was forgiven at
such time so long as Mr. Asher remained employed by us. This loan has been
completely forgiven.
 
    Pursuant to the Series E Preferred Stock Purchase Agreements dated December
22, 1993, the purchasers therein agreed to vote their shares to elect to our
Board of Directors a designated representative of Medicus Venture Partners 1993.
This obligation expires as of the date of this offering. Frederick J. Dotzler
has been the designated representative thereunder.
 
    Pursuant to the terms of the Series H Stock Purchase Agreement, dated
September 18, 1995, we agreed to nominate and use our best efforts to elect the
designated representatives of Nassau Capital, L.L.C. to our Board of Directors.
Randall A. Hack is the current designated representative of Nassau Capital.
 
    We entered into a Stock Purchase Agreement with Sun Healthcare, dated June
7, 1996, for 1,802,000 shares of Series I Preferred Stock. In July 1996, the
non-voting Series I Preferred Stock was converted into voting Series J Preferred
Stock on a one for one basis.
 
    In the years ended December 31, 1997, 1998 and 1999, we recorded revenues of
$7.1 million, $9.9 million and $5.1 million, from sales to Sun Healthcare,
representing approximately 19.7%, 20.5% and 9.7% of our revenues, respectively,
for the year. Sun Healthcare earned cash rebates of $0.7 million and $0.4
million for purchases made from us during the years ended December 31, 1997 and
1998, respectively.
 
    In February 1999, Sun Healthcare exercised its right to redeem all of its
shares of Series J Preferred Stock on a quarterly basis, over the succeeding ten
quarters. For all of 1999 and the first quarter of 2000, Sun Healthcare redeemed
901,00 shares of Series J Preferred Stock at a price of $14.03 per share for an
aggregate redemption amount of approximately $12.6 million. In addition, we paid
Sun Healthcare accrued interest on the Series J Preferred Stock of approximately
$2.0 million. These redemptions and interest payments were paid for with cash of
$8.3 million and the balance was paid by offsetting Sun Healthcare's outstanding
accounts receivable balances of $6.3 million. Sun Healthcare's right to redeem
its remaining shares of Series J Preferred Stock shall terminate on the closing
of this offering.
 
    In April 2000, our Board of Directors granted options to purchase an
aggregate of 535,000 shares of common stock to our officers. The exercise price
of these options is $6.50 per share which the Board determined to be the fair
market value of the common stock on the date of grant. These options vest
monthly over a 30 month period.
 
    Pursuant to the terms of the Series K Stock Purchase Agreement, dated
January 20, 2000, we agreed to nominate and use our best efforts to elect the
designated representative of ABS Capital Partners to our Board of Directors.
John D. Stobo, Jr. is the current designated representative of ABS Capital
Partners.
 
                                       64

<PAGE>
                             PRINCIPAL STOCKHOLDERS
 
    The following table sets forth certain information with respect to the
beneficial ownership of our outstanding common stock as of March 31, 2000, and
as adjusted to reflect the sale of the shares of common stock offered hereby:
(1) by each person or entity who is known by us to own beneficially more than 5%
of the common stock; (2) by each of our directors; (3) by our Chief Executive
Officer, (4) our other named executive officers, and (5) by all of our directors
and executive officers as a group. The table assumes the conversion of all
outstanding Preferred Stock into common stock upon the completion of this
offering. Except as otherwise noted, the stockholders named in the table have
sole voting and investment power with respect to all shares of common stock
shown as beneficially owned by them, subject to applicable community property
laws. Unless otherwise indicated in the table, the address of each stockholder
identified in the table is 1101 East Meadow Drive, Palo Alto, California 94303.
 

<TABLE>
<CAPTION>
                                               SHARES BENEFICIALLY           SHARES BENEFICIALLY
5% STOCKHOLDERS, EXECUTIVE OFFICERS,         OWNED PRIOR TO OFFERING        OWNED AFTER OFFERING
DIRECTORS, AND DIRECTORS AND EXECUTIVE     ---------------------------   ---------------------------
OFFICERS AS A GROUP                          NUMBER      PERCENTAGE(1)     NUMBER      PERCENTAGE(1)
--------------------------------------     -----------   -------------   -----------   -------------
<S>                                        <C>           <C>             <C>           <C>
Entities affiliated with Sutter Hill        3,827,425         20.8        3,827,425
  Ventures(2) ...........................
  755 Page Mill Road, Suite A-200
  Palo Alto, CA 94306
Medicus Venture Partners(3) .............   1,611,643          8.8        1,611,643
  2180 Sand Hill Road, Suite 400
  Menlo Park, CA 94025
ABS Capital Partners III, L.P.(4) .......   1,578,947          8.6        1,578,947
  101 California Street, 47(th) floor
  San Francisco, CA 94111
Nassau Capital Partners L.P.(5) .........   1,384,052          7.5        1,384,052
  22 Chambers Street
  Princeton, NJ 08542
Entities affiliated with Oak Investment
  Partners(6)............................   1,086,956          5.9        1,086,956
  One Gorham Island
  Westport, CT 06880
William H. Younger, Jr.(7)...............   3,827,425         20.8        3,827,425
Frederick J. Dotzler(8)..................   1,611,643          8.8        1,611,643
John D. Stobo, Jr. (9)...................   1,578,947          8.6        1,578,947
Randall A. Hack(10)......................   1,384,052          7.5        1,384,052
Randall A. Lipps(11).....................   1,233,934          6.6        1,233,934
Sheldon D. Asher(12).....................     936,524          4.9          936,524
Christopher J. Dunn, M.D.(13)............      68,850        *               68,850
Gordon V. Clemons(14)....................      22,083        *               22,083
Kevin L. Roberg(15)......................      14,583        *               14,583
Benjamin A. Horowitz(16).................       3,333        *                3,333
John D. Higham(17).......................     292,582          1.6          292,582
S. Michael Hanna(18).....................      79,573        *               79,573
All directors and executive officers as a
  group (19 persons)(19).................  11,824,114         59.3       11,824,114
</TABLE>

 
---------
 
*  Represents beneficial ownership of less than 1.0%.
 
                                       65

<PAGE>
 (1) Applicable percentage ownership is based on 18,418,807 shares of common
     stock outstanding as of March 31, 2000. Beneficial ownership is determined
     in accordance with the rules of the Commission, based on factors including
     voting and investment power with respect to shares, subject to the
     applicable community property laws. Shares of common stock subject to
     options or warrants currently exercisable, or exercisable within 60 days
     after March 31, 2000, are deemed outstanding for the purpose of computing
     the percentage ownership of the person holding such options or warrants,
     but are not deemed outstanding for computing the percentage ownership of
     any other person.
 
 (2) Includes 1,747,688 shares of common stock owned by Sutter Hill Ventures, A
     California Limited Partnership (Sutter Hill); 442,105 shares of common
     stock owned by Mr. Younger, a member of our Board of Directors and a
     managing director of Sutter Hill Ventures LLC, the general partner of
     Sutter Hill; 1,061,136 shares owned by the four other managing directors
     and one other director of Sutter Hill Ventures LLC, a retirement trust of
     one of the managing directors of Sutter Hill LLC, and family partnerships
     associated with the managing directors of Sutter Hill LLC; and 576,496
     shares owned by other entities and invididuals associated with Sutter Hill
     Ventures. Mr. Younger and the other managing directors of Sutter Hill
     Ventures LLC disclaim beneficial ownership in the shares listed above
     except as to their individual pecuniary interest therein.
 
 (3) Consists of (1) 13,860 shares of common stock held by Mr. Dotzler, 3,333 of
     which are subject to stock options exercisable in 60 days, (2) 909,092
     shares of common stock held by Medicus Venture Partners 1993, L.P.; (3)
     539,970 shares of common stock held by Medicus Venture Partners
     1994, L.P.; and (4) 152,054 shares of common stock held by Medicus Venture
     Partners 1995, L.P. (the Medicus Entities). Medicus Management Partners and
     a limited partnership affiliated with The Hillman Company are the general
     partners of each of the Medicus Entities. Mr. Dotzler, a member of our
     Board of Directors, and John Reher are general partners of Medicus
     Management Partners. The Hillman Company is controlled by Henry L. Hillman,
     Elsie Hilliard Hillman and C. G. Grefenstette, Trustees of the Henry L.
     Hillman Trust U/A dated November 18, 1985. The trustees share the power to
     vote and dispose of shares representing a majority of the voting shares of
     the Hillman Company. Mr. Dotzler disclaims beneficial ownership of such
     shares held by the Medicus Entities, except to the extent of his pecuniary
     interest therein.
 
 (4) Consists of 1,578,947 shares of common stock held by ABS Capital Partners
     III, L.P. Mr. Stobo, a member of our Board of Directors, is a managing
     member of ABS Partners III, LLC, the general partner of ABS Capital
     Partners III, L.P. Mr. Stobo disclaims beneficial ownership of these shares
     except to the extent of his pecuniary interest therein.
 
 (5) Includes 1,372,663 shares of common stock held by Nassau Capital Partners
     L.P., 8,058 shares of common stock held by NAS Partners L.L.C. and 3,333
     shares subject to stock options exercisable in 60 days granted to
     Mr. Hack. Mr. Hack, a member of our Board of Directors, is a member of NAS
     Partners L.L.C. and a member of Nassau Capital L.L.C., the sole general
     partner of Nassau Capital Partners L.P. The members of Nassau Capital
     L.L.C., disclaim that they are beneficial owners of shares of Nassau
     Capital Partners L.P. Mr. Hack disclaims beneficial ownership of the shares
     held by such entities except to the extent of his proportionate interest
     therein.
 
 (6) Includes 1,062,173 shares of common stock held by Oak Investment Partners
     VI, Limited Partnership and 24,783 shares of common stock held by Oak VI
     Affiliates Fund, Limited Partnership.
 
                                       66

<PAGE>
 (7) Includes 1,747,688 shares of common stock owned by Sutter Hill Ventures, A
     California Limited Partnership (Sutter Hill); 442,105 shares of common
     stock owned by Mr. Younger, a member of our Board of Directors and a
     managing director of Sutter Hill Ventures LLC, the general partner of
     Sutter Hill; 1,061,136 shares owned by the four other managing directors
     and one other director of Sutter Hill Ventures LLC, a retirement trust of
     one of the managing directors of Sutter Hill LLC, and family partnerships
     associated with the managing directors of Sutter Hill LLC; and 576,496
     shares owned by other entities and invididuals associated with Sutter Hill
     Ventures. Mr. Younger and the other managing directors of Sutter Hill
     Ventures LLC disclaim beneficial ownership in the shares listed above
     except as to their individual pecuniary interest therein.
 
 (8) Consists of (1) 13,860 shares of common stock held by Mr. Dotzler, 3,333 of
     which are subject to stock options exercisable in 60 days, (2) 909,092
     shares of common stock held by Medicus Venture Partners 1993, L.P.; (3)
     539,970 shares of common stock held by Medicus Venture Partners
     1994, L.P.; and (4) 152,054 shares of common stock held by Medicus Venture
     Partners 1995, L.P. (the Medicus Entities). Medicus Management Partners and
     a limited partnership affiliated with The Hillman Company are the general
     partners of each of the Medicus Entities. Mr. Dotzler, a member of our
     Board of Directors, and John Reher are general partners of Medicus
     Management Partners. The Hillman Company is controlled by Henry L. Hillman,
     Elsie Hilliard Hillman and C. G. Grefenstette, Trustees of the Henry L.
     Hillman Trust U/A dated November 18, 1985. The trustees share the power to
     vote and dispose of shares representing a majority of the voting shares of
     the Hillman Company. Mr. Dotzler disclaims beneficial ownership of such
     shares held by the Medicus Entities, except to the extent of his pecuniary
     interest therein.
 
 (9) Consists of 1,578,947 shares of common stock held by ABS Capital Partners
     III, L.P. Mr. Stobo, a member of our Board of Directors, is a managing
     member of ABS Partners III, LLC, the general partner of ABS Capital
     Partners III, L.P. Mr. Stobo disclaims beneficial ownership of these shares
     except to the extent of his pecuniary interest therein.
 
 (10) Includes 1,372,663 shares of common stock held by Nassau Capital Partners
      L.P., 8,058 shares of common stock held by NAS Partners L.L.C. and 3,333
      shares subject to stock options exercisable in 60 days granted to
      Mr. Hack. Mr. Hack, a member of our Board of Directors, is a member of NAS
      Partners L.L.C. and a member of Nassau Capital L.L.C., the sole general
      partner of Nassau Capital Partners L.P. The members of Nassau Capital
      L.L.C., disclaim that they are beneficial owners of shares of Nassau
      Capital Partners L.P. Mr. Hack disclaims beneficial ownership of the
      shares held by such entities except to the extent of his proportionate
      interest therein.
 
 (11) Includes 248,934 shares subject to stock options exercisable within 60
      days. Includes an aggregate of 152,000 shares held in trusts, of which
      Mr. Lipps is a trustee, for the benefit of Mr. Lipps' minor children.
 
 (12) Includes 190,911 shares held by the Sheldon D. Asher Trust, dated
      August 31, 1998. Also includes 662,434 shares subject to stock options
      exercisable within 60 days. Diane Snedden, Mr. Asher's ex-wife, has the
      right to receive 188,800 shares upon the exercise of vested options
      pursuant to a divorce agreement. Mr. Asher disclaims beneficial ownership
      of these shares. Also includes (1) 40,000 shares held by the Asher Family
      Special Trust, dated November 25, 1991, FBO Rachel A. Asher, Mr. Asher's
      minor child; (2) 40,000 shares held by the Asher Family Special Trust,
      dated November 25, 1991, FBO Emily R. Asher, Mr. Asher's minor child, for
      both of which Diane Snedden is Trustee; (3) 1,100 shares held by Bernard
      Asher, custodian for Emily Rose Asher under IL Uniform
 
                                       67

<PAGE>
      Trust to Minors Act; and (4) 1,100 shares held by Bernard Asher, custodian
      for Rachel Ann Asher under IL Uniform Trust to Minors Act. Bernard Asher
      is Mr. Asher's brother. Mr. Asher disclaims beneficial ownership of these
      shares.
 
 (13) Includes 7,083 shares subject to stock options exercisable within 60 days.
 
 (14) Consists of 22,083 shares subject to stock options exercisable within 60
      days.
 
 (15) Consists of 14,583 shares subject to stock options exercisable within 60
      days.
 
 (16) Consists of 3,333 shares subject to stock options exercisable within 60
      days.
 
 (17) Includes (1) 56,243 shares subject to stock options exercisable within 60
      days; (2) 221,792 shares held by the Higham-Bunker 1991 Family Trust, John
      D. Higham or Carol L. Bunker, Trustees; and (3) 10,000 shares held by John
      D. Higham or Carol L. Bunker, Guardians of Christina L. Higham.
 
 (18) Includes 68,432 shares subject to stock options exercisable within 60
      days.
 
 (19) Includes an aggregate of 1,576,099 shares subject to stock options
      exercisable within 60 days.
 
                                       68

<PAGE>

                          DESCRIPTION OF CAPITAL STOCK
 
GENERAL
 
    Upon the closing of this offering, we will be authorized to issue 50,000,000
shares of common stock, $.001 par value, and 5,000,000 shares of undesignated
preferred stock, $.001 par value. Immediately following the closing of this
offering, based on the number of shares outstanding as of March 31, 2000, there
were 18,418,807 shares of common stock outstanding held of record by
approximately 448 stockholders assuming the conversion of preferred stock.
 
COMMON STOCK
 
    The issued and outstanding shares of common stock are, and the shares of
common stock being offered by us hereby will be upon payment therefor, validly
issued, fully paid and nonassessable. Subject to the prior rights of the holders
of any preferred stock, the holders of outstanding shares of common stock are
entitled to receive dividends out of assets legally available therefor at such
times and in such amounts as the Board of Directors may from time to time
determine. The shares of common stock are neither redeemable nor convertible and
the holders thereof have no preemptive or subscription rights to purchase any of
our securities. Upon liquidation, dissolution or winding up of Omnicell.com, the
holders of common stock are entitled to receive pro rata our assets which are
legally available for distribution, after payment of all debts and other
liabilities and subject to the prior rights of any holders of any preferred
stock then outstanding. Each outstanding share of common stock is entitled to
one vote on all matters submitted to a vote of stockholders and has cumulative
voting rights with respect to the election of directors.
 
WARRANTS
 
    As of March 31, 2000, there were outstanding warrants to purchase the
following: (1) an aggregate of 18,434 shares of common stock at an exercise
price of $1.09 per share, (2) an aggregate of 20,381 shares of common stock at
an exercise price of $6.15 per share and (3) an aggregate of 67,934 shares of
common stock at an exercise price of $3.68 per share. Warrants to purchase (1)
an aggregate of 95,367 shares of common stock expire three years from the
effective date of this offering and (2) an aggregate of 11,382 shares of common
stock expire on July 7, 2005.
 
PREFERRED STOCK
 
    Upon the closing of this offering, all outstanding shares of preferred stock
will be converted into shares of common stock. Effective upon the closing of
this offering, we will be authorized to issue 5,000,000 shares of undesignated
preferred stock. The Board of Directors will have the authority to issue the
preferred stock in one or more series and to fix the price, rights, preferences,
privileges and restrictions thereof, including dividend rights, dividend rates,
conversion rights, voting rights, terms of redemption, redemption prices,
liquidation preferences and the number of shares constituting a series or the
designation of such series, without any further vote or action by our
stockholders. The issuance of preferred stock, while providing desirable
flexibility in connection with possible acquisitions and other corporate
purposes, could have the effect of delaying, deferring or preventing a change in
control of Omnicell.com without further action by the stockholders and may
adversely affect the market price of the common stock and the voting and other
rights of the holders of common stock. We have no current plans to issue any
shares of preferred stock.
 
                                       69

<PAGE>
REGISTRATION RIGHTS
 
    The holders of approximately 15,647,705 shares of common stock, as of March
31, 2000, and their permitted transferees are entitled to certain rights with
respect to the registration of these shares under the Securities Act. Under the
terms of agreements between us and the holders, the holders of at least 40% of
these shares may require, on two occasions, that we use our best efforts to
register these shares for public resale. The holders of these shares may not
exercise this right until four months after the effective date of this offering.
In addition, if we propose to register any of our securities under the
Securities Act, either for our own account or for the account of other security
holders exercising registration rights, the holders are entitled to notice of
such registration and are entitled to include shares of such common stock
therein. The holders of these shares may also require us on no more than four
occasions to register all or a portion of these shares on Form S-3 under the
Securities Act when use of such form becomes available to us. All such
registration rights are subject to conditions and limitations, including the
right of the underwriters of an offering to limit the number of shares to be
included in such registration. If such holders, by exercising their demand
registration rights, cause a large number of securities to be registered and
sold in the public market, such sales could have an adverse effect on the market
price for our common stock. If we were to initiate a registration and include
shares held by such holders pursuant to the exercise of their piggyback
registration rights, such sales may have an adverse effect on our ability to
raise capital.
 
ANTI-TAKEOVER PROVISIONS
 
  DELAWARE LAW
 
    Upon the closing of this offering, we will be subject to the provisions of
Section 203 of the Delaware General Corporation Law (the Anti-Takeover Law)
regulating corporate takeovers. The Anti-Takeover Law prevents Delaware
corporations, including those that are listed on the Nasdaq National Market,
from engaging, under certain circumstances, in a "business combination," which
includes a merger or sale of more than 10% of the corporation's assets, with any
"interested stockholder," that is, a stockholder who owns 15% or more of the
corporation's outstanding voting stock, as well as affiliates and associates of
any such person, for three years following the date that such stockholder became
an "interested stockholder" unless:
 
    - the transaction that resulted in the stockholder becoming an "interested
      stockholder" was approved by the board of directors prior to the date the
      "interested stockholder" attained such status;
 
    - upon consummation of the transaction that resulted in the stockholder
      becoming an "interested stockholder," the "interested stockholder" owned
      at least 85% of the voting stock of the corporation outstanding at the
      time the transaction commenced, excluding those shares owned by (i)
      persons who are directors as well as officers and (ii) employee stock
      plans in which employee participants do not have the right to determine
      confidentially whether shares held subject to the plan will be tendered in
      a tender or exchange offer; or
 
    - on or subsequent to such date, the "business combination" is approved by
      the board of directors and authorized at an annual or special meeting of
      stockholders by the affirmative vote of at least two-thirds of the
      outstanding voting stock that is not owned by the "interested
      stockholder."
 
                                       70

<PAGE>
    A Delaware corporation may "opt out" of the Anti-Takeover Law with an
express provision in its original certificate of incorporation or an express
provision in its certificate of incorporation or bylaws resulting from a
stockholders' amendment approved by at least a majority of the outstanding
voting shares. We have not "opted out" of the provisions of the Anti-Takeover
Law. This statute could prohibit or delay mergers or other takeover or change-
of-control attempts with respect to Omnicell.com and, accordingly, may
discourage attempts to acquire us.
 
  CHARTER AND BYLAW PROVISIONS
 
    Our Certificate of Incorporation and Bylaws include a number of provisions
that may have the effect of deterring or impeding hostile takeovers or changes
of control or management. These provisions include:
 
    - our Board of Directors is classified into three classes of directors with
      staggered three-year terms;
 
    - the authority of our Board of Directors to issue up to 5,000,000 shares of
      preferred stock and to determine the price and the rights preferences and
      privileges of these shares, without stockholder approval;
 
    - all stockholder action must be effected at a duly called meeting of
      stockholders and not by written consent; and
 
    - the elimination of cumulative voting.
 
    Such provisions may have the effect of delaying or preventing a change of
control.
 
    Our Certificate of Incorporation and Bylaws provide that we will indemnify
officers and directors against losses that they may incur in investigations and
legal proceedings resulting from their services to us, which may include
services in connection with takeover defense measures. Such provisions may have
the effect of preventing changes in our management.
 
  OPTION ACCELERATION
 
    In February 1998 and February 2000, our Board of Directors approved
resolutions providing that the unvested portion of each officer's stock options
under our equity incentive plans becomes fully-vested and exercisable if we are
acquired and the officer is thereafter (1) terminated without cause; (2) forced
to change the principal place of performance of the officer's responsibilities
and duties; or (3) placed in a position with a material reduction in the
officer's responsibilities and duties.
 
TRANSFER AGENT AND REGISTRAR
 
    The transfer agent and registrar for our common stock is            .
 
NATIONAL MARKET LISTING
 
    We intend to apply for listing of our common stock on the Nasdaq Stock
Market's National Market under the symbol "OMCL."
 
                                       71

<PAGE>
                        SHARES ELIGIBLE FOR FUTURE SALE
 
    Prior to this offering, there has been no public market for our common
stock. Future sales of substantial amounts of our common stock in the public
market could adversely affect prevailing market prices from time to time. For a
period of 180 days or more following this offering substantial amounts of our
common stock will not be freely tradable due to contractual and legal
restrictions as described below. Sales of substantial amounts of our common
stock in the public market after these restrictions lapse could depress the
prevailing market price and limit our ability to raise equity capital in the
future.
 
    Upon the closing of this offering and based on shares outstanding as of
March 31, 2000, we will have an aggregate of              shares of common stock
outstanding, assuming no exercise of the underwriters' over-allotment option and
no exercise of outstanding options or warrants. Of the outstanding shares, the
shares sold in this offering will be freely tradable, except that any shares
held by our "affiliates", as that term is defined in Rule 144 promulgated under
the Securities Act, may only be sold in compliance with the limitations
described below. The remaining shares of common stock held by existing
stockholders will be deemed restricted securities as defined under Rule 144.
Restricted securities may be sold in the public market only if registered or if
they qualify for an exemption from registration under Rules 144, 144(k) or 701
promulgated under the Securities Act, which are summarized below. In accordance
with the lock-up agreements described below and subject to the provisions of
Rules 144, 144(k) and 701, additional shares will be available for sale in the
public market at the following times:
 

<TABLE>
<CAPTION>
NUMBER OF SHARES                                    DATE
----------------        ------------------------------------------------------------
<S>                     <C>
                        After the date of this prospectus
                        90 days from the date of this prospectus
                        At various times after 180 days from the date of this
                        prospectus
</TABLE>

 
    In general, under Rule 144, as currently in effect, a person, or persons
whose shares are aggregated, including an affiliate, who has beneficially owned
shares for at least one year is entitled to sell, within any three-month period
commencing 90 days after the date of this prospectus, a number of shares that
does not exceed the greater of 1% of the then outstanding shares of common
stock, which will equal approximately              shares immediately after this
offering or the average weekly trading volume in the common stock during the
four calendar weeks preceding the date on which notice of such sale is filed,
subject to certain restrictions. In addition, a person who is not deemed to have
been an affiliate of ours at any time during the 90 days preceding a sale and
who has beneficially owned the shares proposed to be sold for at least two years
would be entitled to sell such shares under Rule 144(k) without regard to the
requirements described above. To the extent that shares were acquired from an
affiliate of ours, the person's holding period for the purpose of effecting a
sale under Rule 144 commences on the date of transfer from the affiliate.
 
    Employees, officers, directors, advisors or consultants who purchased our
common stock pursuant to a written compensatory plan or contract are entitled to
rely on the resale provisions of Rule 701, which permits non-affiliates to sell
their Rule 701 shares without having to comply with the public information,
holding period, volume limitation or notice provisions of Rule 144 and permits
affiliates to sell their Rule 701 shares without having to comply with Rule
144's holding period restrictions, in each case commencing 90 days after we
become subject to the reporting requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934.
 
                                       72

<PAGE>
    LOCK-UP AGREEMENTS.  Our directors, officers and stockholders who hold
approximately              shares in the aggregate, have agreed that they will
not offer, sell or agree to sell, directly or indirectly, or otherwise dispose
of any shares of common stock without the prior written consent of Deutsche Bank
Securities Inc. for a period of 180 days from the date of this prospectus.
Please see "Underwriting."
 
    We have agreed not to sell or otherwise dispose of any shares of common
stock during the 180-day period following the date of the prospectus, except we
may issue, and grant options to purchase, shares of common stock under the 1999
Stock Option Plan. In addition, we may issue shares of common stock in
connection with any acquisition of another company if the terms of such issuance
provide that such common stock shall not be resold prior to the expiration of
the 180-day period referenced in the preceding sentence.
 
    REGISTRATION RIGHTS.  Following this offering, some of our stockholders will
have registration rights. Please see, "Description of Capital
Stock--Registration Rights."
 
    STOCK OPTIONS AND WARRANTS.  Options to purchase 5,204,688 shares of our
common stock are outstanding as of March 31, 2000 under our 1992 Equity
Incentive Plan, our 1995 Management Stock Option Plan and our 1999 Equity
Incentive Plan. Following this offering, we expect to register the shares
underlying these options. This registration statement will automatically become
effective upon filing. Accordingly, subject to the exercise of such options,
shares included in such registration statement will be available for sale in the
open market immediately after the 180-day lock-up period expires.
 
    In addition, 106,749 shares of common stock issuable upon the exercise of
warrants will be eligible for sale as restricted securities set forth above, one
year after the exercise of these warrants.
 
                                       73

<PAGE>

                                  UNDERWRITING
 
    Subject to the terms and conditions of an underwriting agreement dated
      , 2000, the underwriters named below, who are represented by Deutsche Bank
Securities Inc., Donaldson, Lufkin & Jenrette Securities Corporation, Banc of
America Securities LLC and U.S. Bancorp Piper Jaffray Inc. have severally and
not jointly agreed to purchase from us, the following respective number of
shares of our common stock at a public offering price less the underwriting
discounts and commissions set forth on the cover page of this prospectus:
 

<TABLE>
<CAPTION>
                                                               NUMBER OF
UNDERWRITERS:                                                   SHARES
-------------                                                 -----------
<S>                                                           <C>
Deutsche Bank Securities Inc................................
Donaldson, Lufkin & Jenrette Securities Corporation.........
Banc of America Securities LLC..............................
U.S. Bancorp Piper Jaffray Inc..............................
                                                              ----------
        Total...............................................
                                                              ==========
</TABLE>

 
    The underwriting agreement provides that the obligations of the several
underwriters to purchase the shares of common stock offered hereby are subject
to certain conditions precedent and that the underwriters will purchase all
shares of the common stock offered hereby, other than those covered by the
over-allotment option described below, if any of these shares are purchased. In
addition, the underwriting agreement provides that, in the event of a default by
an underwriter, in certain circumstances the purchase commitments of
non-defaulting underwriters may be increased or the underwriting agreement may
be terminated.
 
    The underwriters propose to offer the shares of common stock to the public
at the public offering price set forth on the cover page of this prospectus and
to dealers at a price that represents a concession not in excess of $
      per share under the public offering price. The underwriters may allow, and
these dealers may re-allow, a concession of not more than $                per
share to certain other dealers. After the initial public offering,
representatives of the underwriters may change the offering price and other
selling terms.
 
    We have granted to the underwriters an option, exercisable not later than 30
days after the date of this prospectus, to purchase up to       additional
shares of common stock at the public offering price, less the underwriting
discounts set forth on the cover page of this prospectus. The underwriters may
exercise such option solely to cover over-allotments, if any, made in connection
with this offering. To the extent that the underwriters exercise this option,
each underwriter will become obligated, subject to conditions, to purchase
approximately the same percentage of additional shares of common stock as the
number of shares of common stock to be purchased by it in the above table bears
to the total number of shares of common stock offered hereby. We will be
obligated, pursuant to the option, to sell these additional shares of common
stock to the underwriters to the extent the option is exercised. If any
additional shares of common stock are purchased, the underwriters will offer the
additional shares on the same terms as those on which the other shares are being
offered.
 
    The underwriting fee is equal to the public offering price per share of
common stock less the amount paid by the underwriters to us per share of common
stock. The underwriting fee
 
                                       74

<PAGE>
is currently expected to be approximately    % of the initial public offering
price. We have agreed to pay the underwriters the following fees, assuming
either no exercise or full exercise by the underwriters of the underwriters'
over-allotment option:
 

<TABLE>
<CAPTION>
                                                                          TOTAL FEES
                                                         ---------------------------------------------
                                                          WITHOUT EXERCISE OF    WITH FULL EXERCISE OF
                                         FEE PER SHARE   OVER-ALLOTMENT OPTION   OVER-ALLOTMENT OPTION
                                         -------------   ---------------------   ---------------------
<S>                                      <C>             <C>                     <C>
Fees paid by Omnicell.com..............       $                 $                      $
</TABLE>

 
    In addition, we estimate that our share of the total expenses of this
offering, excluding underwriting discounts and commissions, will be
approximately $          .
 
    We have agreed to indemnify the underwriters against some specified types of
liabilities, including liabilities under the Securities Act, and to contribute
to payments the underwriters may be required to make in respect of any of these
liabilities.
 
    Each of our officers and directors, and substantially all of our
stockholders and holders of options and warrants to purchase our stock, have
agreed not to offer, sell, contract to sell or otherwise dispose of, or enter
into any transaction that is designed to, or could be expected to, result in the
disposition of any shares of our common stock or other securities convertible
into or exchangeable or exercisable for shares of our common stock or
derivatives of our common stock owned by these persons prior to this offering or
common stock issuable upon exercise of options or warrants held by these persons
for a period of 180 days after the effective date of the registration statement
of which this prospectus is a part without the prior written consent of the
registration statement of which this prospectus is a part without the prior
written consent of Deutsche Bank Securities Inc. This consent may be given at
any time without public notice. We have entered into a similar agreement with
the representatives of the underwriters. There are no agreements between the
representatives and any of our stockholders or affiliates releasing them from
these lock-up agreements prior to the expiration of the 180-day period.
 
    The representatives of the underwriters have advised us that the
underwriters do not intend to confirm sales to any account over which they
exercise discretionary authority.
 
    In order to facilitate the offering of our common stock, the underwriters
may engage in transactions that stabilize, maintain or otherwise affect the
market price of our common stock. Specifically, the underwriters may over-allot
shares of our common stock in connection with this offering, thus creating a
short position in our common stock for their own account. A short position
results when an underwriter sells more shares of common stock than that
underwriter is committed to purchase. Additionally, to cover these
over-allotments or to stabilize the market price of our common stock, the
underwriters may bid for, and purchase, shares of our common stock in the open
market. Finally, the representatives, on behalf of the underwriters, may also
reclaim selling concessions allowed to an underwriter or dealer if the
underwriting syndicate repurchases shares distributed by that underwriter or
dealer. Any of these activities may maintain the market price of our common
stock at a level above that which might otherwise prevail in the open market.
These transactions may be effected on the Nasdaq National Market or otherwise.
The underwriters are not required to engage in these activities and, if
commenced, may end any of these activities at any time.
 
    At our request, the underwriters have reserved for sale, at the initial
public offering price, up to       shares or   % of our common stock being sold
in this offering for our vendors, employees, family members of employees,
customers and other third parties. The number of shares of our common stock
available for sale to the general public will be reduced to the
 
                                       75

<PAGE>
extent these reserved shares are purchased. Any reserved shares that are not
purchased by these persons will be offered by the underwriters to the general
public on the same basis as the other shares in this offering.
 
PRICING OF THE OFFERING
 
    Prior to this offering, there has been no public market for our common
stock. Consequently, the initial public offering price for our common stock has
been determined by negotiations among us and the representatives of the
underwriters. Among the primary factors considered in determining the initial
public offering price were:
 
    - prevailing market conditions;
 
    - our results of operations in recent periods;
 
    - the present stage of our development;
 
    - the market capitalization and stage of development of the other companies
      that we and the representatives of the underwriters believe to be
      comparable to our business; and
 
    - estimates of our business potential.
 

                                 LEGAL MATTERS
 
    The validity of the shares of common stock offered hereby will be passed
upon for us by Cooley Godward LLP, Palo Alto, California. Certain legal matters
in connection with this offering will be passed upon for the underwriters by
Preston Gates & Ellis LLP, Seattle Washington. As of the date of this
prospectus, James C. Gaither, Secretary of Omnicell.com and a partner at Cooley
Godward LLP, owns an aggregate of 16,245 shares of our common stock.
 

                                    EXPERTS
 
    Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements at December 31, 1998 and 1999, and for each of the three
years in the period ended December 31, 1999, as set forth in their report. We
have included our financial statement in this prospectus and elsewhere in the
registration statement in reliance on Ernst & Young LLP's report, given on their
authority as experts in auditing and accounting.
 
                                       76

<PAGE>
                      WHERE YOU CAN FIND MORE INFORMATION
 
    We have filed with the Securities and Exchange Commission a registration
statement on Form S-1 under the Securities Act with respect to the common stock.
For further information regarding us and our common stock, please refer to the
registration statement and exhibits and schedules filed as part of the
registration statement. Each statement in this prospectus referring to a
contract, agreement or other document filed as an exhibit to the registration
statement is qualified in all respects by the filed exhibit.
 
    You may read and copy all or any portion of the registration statement or
any other information that we file at the Securities and Exchange Commission's
public reference room at 450 Fifth Street, N.W., Washington D.C. 20549. You can
request copies of these documents, upon payment of a duplicating fee, by writing
to the SEC. Please call the Securities and Exchange Commission at 1-800-SEC-0330
for further information on the operation of the public reference rooms. Our
Securities and Exchange Commission filings, including the registration
statement, are also available to you on the Securities and Exchange Commission's
Web site located at WWW.SEC.GOV.
 
    Upon completion of this offering, we will become subject to the information
and reporting requirements of the Securities Exchange Act of 1934, as amended,
and in accordance therewith, will file periodic reports, proxy statements and
other information with the SEC. Upon approval of the common stock for the
quotation on the Nasdaq National Market, such reports, proxy and information
statements and other information may also be inspected at the office of Nasdaq
Operations, 1735 K Street, N.W., Washington, D.C. 20006.
 
    We intend to provide our stockholders with annual reports containing
financial statements audited by an independent public accounting firm and to
make available to our stockholders quarterly reports containing unaudited
financial data for the first three quarters of each year.
 
                                       77

<PAGE>
                                  OMNICELL.COM
 
                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 

<TABLE>
<S>                                                           <C>
Report of Ernst & Young LLP, Independent Auditors...........    F-2
 
Consolidated Balance Sheets as of December 31, 1998 and
  1999......................................................    F-3
 
Consolidated Statements of Operations for the years ended
  December 31, 1997, 1998 and 1999..........................    F-4
 
Consolidated Statement of Redeemable Convertible Preferred
  Stock and Stockholders' Equity (Net Capital Deficiency)
  for the years ended December 31, 1997, 1998 and 1999......    F-5
 
Consolidated Statements of Cash Flows for the years ended
  December 31, 1997, 1998 and 1999..........................    F-6
 
Notes to Consolidated Financial Statements..................    F-8
</TABLE>

 
                                      F-1

<PAGE>

               REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
 
The Board of Directors and Stockholders
Omnicell.com
 
    We have audited the accompanying consolidated balance sheets of Omnicell.com
as of December 31, 1998 and 1999, and the related consolidated statements of
operations, redeemable convertible preferred stock and stockholders' equity (net
capital deficiency), and cash flows for each of the three years in the period
ended December 31, 1999. Our audits also included the financial statement
schedule listed in the index as item 14(a). These financial statements and
schedule are the responsibility of the Company's management. Our responsibility
is to express an opinion on these financial statements and schedule based on our
audits.
 
    We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
 
    In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Omnicell.com at
December 31, 1998 and 1999, and the consolidated results of its operations and
its cash flows for each of the three years in the period ended December 31,
1999, in conformity with accounting principles generally accepted in the United
States. Also, in our opinion, the related financial statement schedule, when
considered in relation to the basic financial statements taken as a whole,
presents fairly in all material respects the information set forth therein.
 
San Jose, California
March 29, 2000,

except for Note 18, as to which the date is
April 19, 2000
 
                                      F-2

<PAGE>
                                  OMNICELL.COM
 
                          CONSOLIDATED BALANCE SHEETS
 

<TABLE>
<CAPTION>
                                                                                     PRO FORMA LIABILITIES,
                                                                                     REDEEMABLE CONVERTIBLE
                                                                                      PREFERRED STOCK AND
                                                                                    STOCKHOLDERS' EQUITY AT
                                                                                       DECEMBER 31, (NET
                                                                 DECEMBER 31,         CAPITAL DEFICIENCY)
                                                              -------------------   ------------------------
                                                                1998       1999               1999
                                                              --------   --------   ------------------------
                                                                    (IN THOUSANDS, EXCEPT SHARE DATA)
                                                                                          (UNAUDITED)
<S>                                                           <C>        <C>        <C>
                           ASSETS
Current assets:
  Cash and cash equivalents.................................  $ 11,569   $  2,546
  Short-term investments....................................    10,503      4,152
  Accounts receivable, net of allowance for doubtful
    accounts of
    $278 in 1998 and $338 in 1999...........................    14,290      9,685
  Inventories...............................................     4,789      9,157
  Prepaid expenses and other current assets.................     1,168      1,841
                                                              --------   --------
    Total current assets....................................    42,319     27,381
                                                              --------   --------
 
Property and equipment, net.................................     2,830      7,033
Other assets................................................     1,212      2,035
                                                              --------   --------
      Total assets..........................................  $ 46,361   $ 36,449
                                                              ========   ========
  LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND
        STOCKHOLDERS' EQUITY (NET CAPITAL DEFICIENCY)
Current liabilities:
  Accounts payable..........................................  $    626   $  2,234           $  2,234
  Accrued liabilities.......................................     8,723     17,715             17,715
  Deferred revenue..........................................     1,955      3,494              3,494
  Deferred gross profit.....................................    20,227     31,370             31,370
                                                              --------   --------           --------
    Total current liabilities...............................    31,531     54,813             54,813
Notes payable...............................................        --      8,464              8,114

Other long-term liabilities.................................        67        845                845
Commitments and contingencies
Redeemable convertible preferred stock, no par value;
  3,604,000 shares designated; 1,802,000 and 1,081,200
  shares issued and outstanding in 1998 and 1999,
  respectively, no shares pro forma (liquidation preference
  of $15,166 in 1999).......................................    25,282     15,166                 --
Stockholders' equity (net capital deficiency):
  Convertible preferred stock, no par value; 18,500,000
   shares authorized (including 3,604,000 shares designated
   as redeemable convertible preferred stock); 11,527,848
   shares issued and outstanding in 1998 and 1999, no shares
   pro forma (liquidation preference of $35,147 in 1999)....    33,854     33,854                 --
  Common stock, no par value; 35,000,000 shares authorized;
   2,216,373 and 2,634,211 shares issued and outstanding in
   1998 and 1999, respectively, 15,495,455 shares pro
   forma....................................................     1,424      2,302             51,672
  Deferred compensation related to stock options............       (11)        --                 --
  Accumulated deficit.......................................   (45,784)   (78,997)           (78,997)
  Accumulated other comprehensive income (loss).............        (2)         2                  2
                                                              --------   --------           --------
    Total stockholders' equity (net capital deficiency).....   (10,519)   (42,839)           (27,323)
                                                              --------   --------           --------
      Total liabilities, redeemable convertible preferred
       stock, and stockholders' equity (net capital
       deficiency)..........................................  $ 46,361   $ 36,449           $ 36,449
                                                              ========   ========           ========
</TABLE>

 
   The accompanying notes are an integral part of these financial statements.
 
                                      F-3

<PAGE>
                                  OMNICELL.COM
 
                     CONSOLIDATED STATEMENTS OF OPERATIONS
 

<TABLE>
<CAPTION>
                                                                      YEAR ENDED DECEMBER 31,
                                                              ---------------------------------------
                                                                 1997          1998          1999
                                                              -----------   -----------   -----------
                                                               (IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                                                           <C>           <C>           <C>
Revenues....................................................   $ 36,073      $ 48,212      $ 52,604
Cost of revenues............................................     16,211        17,384        36,140
                                                               --------      --------      --------
Gross profit................................................     19,862        30,828        16,464
Operating expenses:
  Research and development..................................      5,921         5,986         8,977
  Selling, general, and administrative......................     24,805        25,060        37,998
  Integration expenses......................................         --            --           785
                                                               --------      --------      --------
    Total operating expenses................................     30,726        31,046        47,760
                                                               --------      --------      --------
Loss from operations........................................    (10,864)         (218)      (31,296)
Interest income.............................................        953         1,039           704
Interest expense............................................         --            --        (2,471)
                                                               --------      --------      --------
Income (loss) before provision for income taxes.............     (9,911)          821       (33,063)
Provision for income taxes..................................        201           185           150
                                                               --------      --------      --------
Net income (loss)...........................................    (10,112)          636       (33,213)
Preferred stock accretion...................................        (22)          (22)           --
                                                               --------      --------      --------
Net income (loss) available to common stockholders..........   $(10,134)     $    614      $(33,213)
                                                               ========      ========      ========
Net income (loss) per share:
  Basic.....................................................   $  (5.54)     $   0.29      $ (14.12)
  Diluted...................................................   $  (5.54)     $   0.04      $ (14.12)
  Pro forma basic and diluted...............................                               $  (2.10)
Weighted average common shares outstanding:
  Basic.....................................................      1,830         2,083         2,353
  Diluted...................................................      1,830        17,621         2,353
  Pro forma basic and diluted...............................                                 15,801
</TABLE>

 
   The accompanying notes are an integral part of these financial statements.
 
                                      F-4

<PAGE>
                                  OMNICELL.COM
      CONSOLIDATED STATEMENT OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND
                 STOCKHOLDERS' EQUITY (NET CAPITAL DEFICIENCY)

<TABLE>
<CAPTION>
                                    REDEEMABLE
                                    CONVERTIBLE               CONVERTIBLE                                      NOTE
                                  PREFERRED STOCK           PREFERRED STOCK            COMMON STOCK         RECEIVABLE
                              -----------------------   -----------------------   ----------------------       FROM
                                SHARES       AMOUNT        SHARES       AMOUNT      SHARES       AMOUNT    STOCKHOLDER
                              -----------   ---------   ------------   --------   -----------   --------   ------------
                                                        (IN THOUSANDS, EXCEPT SHARE AMOUNTS)
<S>                           <C>           <C>         <C>            <C>        <C>           <C>        <C>
Balance at December 31,
  1996......................   1,802,000    $ 25,238     11,527,848    $33,854     1,761,573     $  287       $(120)
  Net loss..................          --          --             --         --            --         --          --
  Change in unrealized loss
   on short-term
   investments..............          --          --             --         --            --         --          --
  Total comprehensive
   loss.....................
  Exercise of stock
   options..................          --          --             --         --       219,987        137          --
  Employee stock purchase
   plan.....................          --          --             --         --        69,327        383          --
  Forgiveness of notes
   receivable...............          --          --             --         --            --         --         120
  Amortization of deferred
   stock compensation.......          --          --             --         --            --         --          --
  Accretion of redeemable
   convertible preferred
   stock....................          --          22             --         --            --         --          --
                              ----------    --------    -----------    -------    ----------     ------       -----
Balance at December 31,
  1997......................   1,802,000      25,260     11,527,848     33,854     2,050,887        807          --
  Net income................          --          --             --         --            --         --          --
  Change in unrealized loss
   on short-term
   investments..............          --          --             --         --            --         --          --
  Total comprehensive
   income...................
  Exercise of stock
   options..................          --          --             --         --        78,276        135          --
  Employee stock purchase
   plan.....................          --          --             --         --        87,210        482          --
  Amortization of deferred
   compensation.............          --          --             --         --            --         --          --
  Accretion of redeemable
   convertible preferred
   stock....................          --          22             --         --            --         --          --
                              ----------    --------    -----------    -------    ----------     ------       -----
Balance at December 31,
  1998......................   1,802,000      25,282     11,527,848     33,854     2,216,373      1,424          --
  Net loss..................          --          --             --         --            --         --          --
  Change in unrealized loss
   on short-term
   investments..............          --          --             --         --            --         --          --
  Total comprehensive
   income...................          --          --             --         --            --         --          --
  Exercise of stock
   options..................          --          --             --         --       320,576        341          --
  Employee stock purchase
   plan.....................          --          --             --         --        97,262        537          --
  Amortization of deferred
   compensation.............          --          --             --         --            --         --          --
  Redemption of redeemable
   convertible preferred
   stock....................    (720,800)    (10,116)            --         --            --         --          --
                              ----------    --------    -----------    -------    ----------     ------       -----
Balance at December 31,
  1999......................   1,081,200    $ 15,166     11,527,848    $33,854     2,634,211     $2,302       $  --
                              ==========    ========    ===========    =======    ==========     ======       =====
 
<CAPTION>
                                                                                     TOTAL
                                 DEFERRED        ACCUMULATED                     STOCKHOLDERS'
                               COMPENSATION         OTHER                            EQUITY
                                RELATED TO      COMPREHENSIVE     ACCUMULATED     (NET CAPITAL
                              STOCK OPTIONS     INCOME (LOSS)       DEFICIT       DEFICIENCY)
                              --------------   ---------------   -------------   --------------
                                            (IN THOUSANDS, EXCEPT SHARE AMOUNTS)
<S>                           <C>              <C>               <C>             <C>
Balance at December 31,
  1996......................      $ (45)            $ (17)         $(36,264)        $ (2,305)
  Net loss..................         --                --           (10,112)         (10,112)
  Change in unrealized loss
   on short-term
   investments..............         --                11                --               11
                                                                                    --------
  Total comprehensive
   loss.....................                                                         (10,101)
                                                                                    --------
  Exercise of stock
   options..................         --                --                --              137
  Employee stock purchase
   plan.....................         --                --                --              383
  Forgiveness of notes
   receivable...............         --                --                --              120
  Amortization of deferred
   stock compensation.......         17                --                --               17
  Accretion of redeemable
   convertible preferred
   stock....................         --                --               (22)             (22)
                                  -----             -----          --------         --------
Balance at December 31,
  1997......................        (28)               (6)          (46,398)         (11,771)
  Net income................         --                --               636              636
  Change in unrealized loss
   on short-term
   investments..............         --                 4                --                4
                                                                                    --------
  Total comprehensive
   income...................                                                             640
                                                                                    --------
  Exercise of stock
   options..................         --                --                --              135
  Employee stock purchase
   plan.....................         --                --                --              482
  Amortization of deferred
   compensation.............         17                --                --               17
  Accretion of redeemable
   convertible preferred
   stock....................         --                --               (22)             (22)
                                  -----             -----          --------         --------
Balance at December 31,
  1998......................        (11)               (2)          (45,784)         (10,519)
  Net loss..................         --                --           (33,213)         (33,213)
  Change in unrealized loss
   on short-term
   investments..............         --                 4                --                4
                                                                                    --------
  Total comprehensive
   income...................         --                --                --          (33,209)
                                                                                    --------
  Exercise of stock
   options..................         --                --                --              341
  Employee stock purchase
   plan.....................         --                --                --              537
  Amortization of deferred
   compensation.............         11                --                --               11
  Redemption of redeemable
   convertible preferred
   stock....................         --                --                --               --
                                  -----             -----          --------         --------
Balance at December 31,
  1999......................      $  --             $   2          $(78,997)        $(42,839)
                                  =====             =====          ========         ========
</TABLE>

 
   The accompanying notes are an integral part of these financial statements.
 
                                      F-5

<PAGE>
                                  OMNICELL.COM
 
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
 

<TABLE>
<CAPTION>
                                                                 YEAR ENDED DECEMBER 31,
                                                              ------------------------------
                                                                1997       1998       1999
                                                              --------   --------   --------
                                                                      (IN THOUSANDS)
<S>                                                           <C>        <C>        <C>
OPERATING ACTIVITIES
  Net income (loss).........................................  $(10,112)  $    636   $(33,213)
  Adjustments to reconcile net income (loss) to net cash
   provided by (used in) operating activities:
    Depreciation............................................     1,741      1,375      1,984
    Loss on disposal of capital equipment...................       547         45          4
    Deferred rent...........................................       (43)       (50)       (63)
    Forgiveness of note receivable from stockholder.........       120         --         --
    Amortization of deferred compensation...................        17         17         11
    Write-off of Sure-Med inventory.........................        --         --     13,600
    Write-off of ADDS investment............................        --         --        550
    Write-off of fixed assets...............................        --         --        886
    Changes in assets and liabilities:
      Accounts receivable...................................    (7,433)     2,066       (453)
      Inventories...........................................    (1,092)      (437)     2,465
      Prepaid expenses and other current assets.............    (3,957)    (1,228)      (673)
      Other assets..........................................      (573)      (405)       432
      Accounts payable......................................      (352)      (345)     1,608
      Accrued liabilities...................................     6,317        (30)      (963)
      Deferred revenue......................................       (84)       747       (362)
      Deferred gross profit.................................    11,837      4,309      8,204
    Other liabilities.......................................        --         --        778
                                                              --------   --------   --------
    Net cash provided by (used in) operating activities.....    (3,067)     6,700     (5,205)
                                                              --------   --------   --------
 
INVESTING ACTIVITIES
Cash paid for Sure-Med acquisition, net of cash received....        --         --       (352)
Purchases of short-term investments.........................    (6,047)   (11,517)    (4,153)
Maturities of short-term investments........................    13,830      6,011     10,504
Capital expenditures........................................    (1,931)    (1,785)    (5,987)
                                                              --------   --------   --------
    Net cash provided by (used in) investing activities.....     5,852     (7,291)        12
                                                              --------   --------   --------
 
FINANCING ACTIVITIES
Proceeds from issuance of common stock......................       520        617        878
Redemption of redeemable convertible preferred stock........        --         --     (5,058)
Issuance of convertible promissory note.....................        --         --        350
                                                              --------   --------   --------
    Net cash provided by (used in) financing activities.....       520        617     (3,830)
                                                              --------   --------   --------
Net increase (decrease) in cash and cash equivalents........     3,305         26     (9,023)
Cash and cash equivalents at beginning of year..............     8,238     11,543     11,569
                                                              --------   --------   --------
Cash and cash equivalents at end of year....................  $ 11,543   $ 11,569   $  2,546
                                                              ========   ========   ========
</TABLE>

 
   The accompanying notes are an integral part of these financial statements.
 
                                      F-6

<PAGE>
                                  OMNICELL.COM
 
               CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
 

<TABLE>
<CAPTION>
                                                                 YEAR ENDED DECEMBER 31,
                                                              ------------------------------
                                                                1997       1998       1999
                                                              --------   --------   --------
                                                                      (IN THOUSANDS)
<S>                                                           <C>        <C>        <C>
SUPPLEMENTAL DISCLOSURES OF NONCASH FINANCING AND INVESTING
  ACTIVITIES
Issuance of note payable in Sure-Med acquisition............  $     --   $     --   $ 12,754
Sale of right to collect receivables to Baxter for note
  reduction.................................................        --         --     (4,840)
Change in unrealized loss on short-term investments.........       (11)        (4)        (4)
Issuance of note payable for leasehold improvements to
  landlord..................................................        --         --        200
Accretion of redeemable convertible preferred stock.........        22         22         --
Redemption of preferred stock offset with receivables.......        --         --      5,058
 
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for interest......................................  $     --   $     --   $  2,381
Cash paid for income taxes..................................        --         --         --
</TABLE>

 
   The accompanying notes are an integral part of these financial statements.
 
                                      F-7

<PAGE>
                                  OMNICELL.COM
 
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
NOTE 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
  DESCRIPTION OF THE COMPANY
 
    Omnicell.com (or the Company) was incorporated in the state of California on
September 30, 1992. The Company develops, manufactures, and markets automation
systems for hospitals and other healthcare facilities. In late 1999, the Company
launched the Omnicell Commerce Network, an e-commerce service that consists of
two Web-based applications, OmniBuyer and OmniSupplier.
 
  BASIS OF PRESENTATION
 
    The consolidated financial statements include the Company and its wholly
owned subsidiaries, Omnicell HealthCare Canada, Inc. and Omnicell Europe SARL.
All significant intercompany accounts and transactions are eliminated in
consolidation.
 
  USE OF ESTIMATES
 
    The preparation of consolidated financial statements in conformity with
accounting principles generally accepted in the United States requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the consolidated financial statements as well as the reported
amounts of revenues and expenses during the reporting period. Such management
estimates include the allowance for doubtful accounts receivable, valuation of
inventory, valuation allowance for deferred income taxes, and certain accrued
liabilities. Actual results could differ from those estimates.
 
  REVENUE RECOGNITION
 
    Revenues are derived from sales of automation systems and subsequent service
agreements. The Company markets its systems for sale or for lease. System sales
are recognized upon customer acceptance at the point of delivery and completion
of installation; revenues from sales-type leases are recognized upon customer
acceptance at the point of delivery, completion of installation, and the
commencement of the noncancelable lease term. Revenues from service agreements
and other revenues on system sales and sales-type leases are recognized ratably
over the related contract period, and such amounts were approximately
$2.5 million, $4.1 million and $7.0 million in the years ended December 31,
1997, 1998 and 1999, respectively. No revenues have been generated from the
Omnicell Commerce Network through December 31, 1999. Deferred revenue represents
amounts received under service agreements for which the services have not yet
been performed. Deferred gross profit represents the profit to be earned by the
Company, exclusive of installation costs, on systems sales for which customer
acceptance has occurred but the Company's installation obligation has not yet
been fulfilled. Installation costs are recorded to costs of goods sold when
incurred.
 
  FAIR VALUE OF FINANCIAL INSTRUMENTS
 
    The Company has determined the estimated fair value of financial
instruments. The amounts reported for cash and cash equivalents, accounts
receivable, accounts payable, notes
 
                                      F-8

<PAGE>
                                  OMNICELL.COM
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
NOTE 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
payable, and accrued expenses approximate fair value because of their short
maturities. Short-term investments are reported at their estimated fair value
based on quoted market prices of comparable instruments.
 
  CASH EQUIVALENTS
 
    The Company considers all highly liquid debt instruments with original
maturities of 90 days or less to be cash equivalents.
 
  CONCENTRATIONS OF CREDIT RISK
 
    Financial instruments that potentially subject the Company to concentrations
of credit risk consist principally of cash equivalents, investments, and
accounts receivable. Cash equivalents consist primarily of money market funds
and commercial debt securities and are held primarily with two financial
institutions. By policy, the Company limits the amounts invested in any type of
instrument for investments other than U.S. government treasury instruments. The
Company places its investments for safekeeping with an insured creditworthy
financial institution.
 
    The Company leases and sells its products primarily to hospitals and other
health care facilities throughout the United States. The majority of leases
originated by the Company are sold to unaffiliated finance companies (see
Note 3). To date, the Company has had no significant credit losses.
 
    One customer accounted for 19.7% and 20.5% of revenues in 1997 and 1998,
respectively. No one customer accounted for over 10.0% of revenues in 1999.
 
    Three customers accounted for 15.4%, 12.9% and 10.6% of accounts receivable
at December 31, 1998. One customer accounted for 11.0% of accounts receivable in
1999.
 
  SHORT-TERM INVESTMENTS
 
    Short-term investments consist primarily of highly liquid debt instruments
purchased with original maturities of greater than 90 days and are stated at
fair value. The Company classifies these securities as available-for-sale. The
differences between amortized cost and fair value, representing unrealized
holding gains or losses, are recorded as a separate component of stockholders'
equity until realized. Any gains and losses on the sale of short-term
investments are determined on a specific identification method, and such gains
and losses are reflected as a component of net interest income (expense). The
Company has not experienced any significant gains or losses on its investments
to date.
 
  INVENTORIES
 
    Inventories are stated at the lower of cost (utilizing standard costs, which
approximate the first-in, first-out method) or market. The Company routinely
assesses its on-hand inventory for timely identification and measurement of
obsolete, slow-moving, or otherwise impaired inventory.
 
                                      F-9

<PAGE>
                                  OMNICELL.COM
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
NOTE 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
  PROPERTY AND EQUIPMENT
 
    Property and equipment are stated at cost less accumulated depreciation and
amortization. Depreciation and amortization are computed using the straight-line
method over the estimated useful lives of the related assets, generally three to
five years. Leasehold improvements are amortized over the shorter of the lease
term or the estimated useful lives of the improvements, generally four to seven
years.
 
  RESEARCH AND DEVELOPMENT EXPENSES
 
    Research and development expenses are charged to operations as incurred. In
connection with the Company's automation systems product development efforts,
the Company develops software applications that are integral to the operation of
the product. The costs to develop such software applications have not been
capitalized, as the software development process is completed concurrently with
the establishment of technological feasibility and/or development of the related
hardware.
 
  ADVERTISING EXPENSES
 
    The Company expenses the costs of advertising as incurred. Advertising
expenses for the years ended December 31, 1997, 1998 and 1999 were approximately
$185,000, $11,000 and $628,000, respectively.
 
  STOCK-BASED COMPENSATION
 
    Under Statement of Financial Accounting Standards (SFAS) No. 123,
"Accounting for Stock-Based Compensation," the Company accounts for stock-based
awards to employees using the intrinsic value method established by Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" (APB
25). Thus, no compensation expense is recognized for options granted with
exercise prices equal to the fair value of the Company's common stock on the
date of grant.
 
  INCOME TAXES
 
    The Company accounts for income taxes in accordance with SFAS No. 109,
"Accounting for Income Taxes." This statement prescribes the use of the
liability method whereby deferred tax assets and liabilities are determined
based on differences between financial reporting and tax bases of assets and
liabilities, and are measured using enacted tax rates and laws that will be in
effect when the differences are expected to reverse.
 
  COMPREHENSIVE INCOME
 
    In June 1997, the Financial Accounting Standards Board (FASB) issued SFAS
No. 130, "Reporting Comprehensive Income," which establishes standards for
reporting and displaying comprehensive income and its components in financial
statements. The only items of other comprehensive income (loss) that the Company
currently reports are unrealized gains (losses)
 
                                      F-10

<PAGE>
                                  OMNICELL.COM
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
NOTE 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
on short-term investments, which are included in other accumulated comprehensive
income (loss) in the consolidated statements of redeemable convertible preferred
stock and stockholders' equity (net capital deficiency).
 
  SEGMENT REPORTING
 
    The Company adopted SFAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information." SFAS 131 requires the use of a management
approach in identifying segments of an enterprise. The adoption of FAS 131 did
not affect consolidated results of operations or financial position. See Note
15.
 
  NET INCOME (LOSS) PER SHARE
 
    Basic net income (loss) per share is computed by dividing the net income
(loss) for the period by weighted average number of common shares outstanding
during the period, less shares subject to repurchase. Diluted net income (loss)
per share is computed by dividing the net income (loss) for the period by the
weighted average number of common and common equivalent shares outstanding
during the period. Potentially dilutive securities composed of incremental
common shares issuable upon the exercise of stock options and warrants, and
common shares issuable on conversion of preferred stock, were excluded from
historical diluted loss per share for the years ended December 31, 1997 and 1999
because of their anti-dilutive effect.
 
    Under the provisions of SAB No. 98, common shares issued for nominal
consideration, if any, would be included in the per share calculations as if
they were outstanding for all periods presented. No common shares have been
issued for nominal consideration.
 
    In accordance with SFAS No. 128, "Earnings Per Share," and Securities and
Exchange Commission (SEC) Staff Accounting Bulletin (SAB) No. 98, pro forma net
loss per share has been computed as described above and also gives effect to
common equivalent shares arising from redeemable convertible preferred stock and
convertible preferred stock that will automatically convert upon the closing of
the initial public offering contemplated by this prospectus using the
if-converted method from the original date of issuance.
 
                                      F-11

<PAGE>
                                  OMNICELL.COM
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
NOTE 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
    The calculation of historical and pro forma basic and diluted net income
(loss) per share is as follows:
 

<TABLE>
<CAPTION>
                                                    YEAR ENDED DECEMBER 31,
                                               ---------------------------------
                                                 1997        1998        1999
                                               ---------   ---------   ---------
                                                (IN THOUSANDS, EXCEPT PER SHARE
                                                           AMOUNTS)
<S>                                            <C>         <C>         <C>
HISTORICAL:
  Basic:
    Net income (loss)........................  $(10,112)    $   636    $(33,213)
    Preferred stock accretion................       (22)        (22)         --
                                               --------     -------    --------
    Net income (loss) available to common
     stockholders............................  $(10,134)    $   614    $(33,213)
                                               ========     =======    ========
    Weighted average shares of common stock
     outstanding.............................     1,882       2,108       2,363
    Less: Weighted average shares subject to
     repurchase..............................        52          25          10
                                               --------     -------    --------
    Weighted average shares outstanding--
     basic...................................     1,830       2,083       2,353
                                               ========     =======    ========
    Net income (loss) per share..............  $  (5.54)    $  0.29    $ (14.12)
                                               ========     =======    ========
  Diluted:
    Net income (loss)........................  $(10,134)    $   636    $(33,213)
                                               ========     =======    ========
    Weighted average shares outstanding--
     basic...................................     1,830       2,083       2,353
    Weighted average number of common shares
     issuable upon the conversion of dilutive
     preferred shares........................        --      13,645          --
    Effect of dilutive securities--stock
     options.................................        --       1,893          --
                                               --------     -------    --------
    Diluted weighted average number of shares
     outstanding.............................     1,830      17,621       2,353
                                               ========     =======    ========
    Net income (loss) per share..............  $  (5.54)    $  0.04    $ (14.15)
                                               ========     =======    ========
PRO FORMA BASIC AND DILUTED:
  Net loss...................................                          $(33,213)
                                                                       ========
  Shares used above..........................                             2,348
  Adjustment to reflect the weighted average
   offset of the assumed conversion of the
   convertible note payable, the redeemable
   convertible preferred stock and
   convertible preferred stock...............                            13,448
                                                                       --------
  Weighted average shares used in computing
   pro forma basic and diluted net loss per
   share.....................................                            15,801
                                                                       ========
  Pro forma basic and diluted net loss per
   share.....................................                          $  (2.10)
                                                                       ========
</TABLE>

 
                                      F-12

<PAGE>
                                  OMNICELL.COM
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
NOTE 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
    The total number of shares excluded from the calculations of diluted net
loss per share for the years ended December 31, 1997 and 1999, prior to
application of the treasury stock method for stock options, was 879,867 and
1,061,764, respectively. Such securities, had they been dilutive, would have
been included in the computation of diluted net loss per share.
 
  UNAUDITED PRO FORMA LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND
    STOCKHOLDERS' EQUITY
 
    The unaudited pro forma liabilities, redeemable convertible preferred stock
and stockholders' equity information at December 31, 1999 reflects the assumed
conversion of the convertible note payable, the redeemable convertible preferred
stock and convertible preferred stock upon completion of the offering by this
prospectus.
 
  RECENTLY ISSUED ACCOUNTING STANDARDS
 
    In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities," as amended by SFAS 137, which is effective
for years beginning after June 15, 2000. SFAS 133 will require the Company to
recognize all derivatives on the balance sheet at fair value. Gains or losses
resulting from changes in the values of those derivatives would be accounted for
depending on the use of the derivative and whether it qualifies for hedge
accounting. SFAS 133 will be effective for the Company's financial statements
for the year ended December 31, 2001. Management believes that this statement
will not have a significant effect on the Company's results of operations or
financial condition.
 
    In December 1999, the Securities and Exchange Commission issued SAB No. 101,
"Revenue Recognition in Financial Statements." SAB 101 provides guidance on the
recognition, presentation and disclosure of revenue in financial statements.
 
    In March 1998, the Accounting Standards Executive Committee issued Statement
of Position 98-1, "Accounting for the Costs of Computer Software Developed or
Obtained for Internal Use" (SOP 98-1). SOP 98-1 requires companies to capitalize
certain qualifying computer software costs that are incurred during the
application development stage and amortize them over the software's estimated
useful life. The Company adopted SOP 98-1 effective January 1, 1999. The
adoption of SOP 98-1 did not have a material effect on the Company's
consolidated financial position, results of operations, or cash flows.
 
    In April 1998, the AICPA issued SOP 98-5, "Reporting the Costs of Start-Up
Activities" (SOP 98-5). SOP 98-5 is effective beginning on January 1, 1999 and
requires that start-up costs capitalized prior to January 1, 1999 be written off
and any future start-up costs be expensed as incurred. The adoption of SOP 98-5
did not have a material impact on the Company's financial position, results of
operations, or cash flows.
 
NOTE 2.  SURE-MED ACQUISITION
 
    Effective January 29, 1999, the Company acquired substantially all of the
assets together with certain specified liabilities and obligations of the
Sure-Med business activity (Sure-Med) of Baxter Healthcare Corporation (Baxter)
in a transaction accounted for as a purchase. Baxter
 
                                      F-13

<PAGE>
                                  OMNICELL.COM
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
NOTE 2.  SURE-MED ACQUISITION (CONTINUED)
designed, marketed and sold Sure-Med pharmacy automation systems to hospitals
and other health care facilities. The consolidated financial statements include
the operating results of Sure-Med from the date of acquisition.
 
    Sure-Med constituted a small business activity in Baxter's worldwide
operations, which was neither a division nor subject to the maintenance of
discrete accounting records such that financial statements could be or are
determinable. However, the Company believes that this business activity
generated revenues for Baxter of approximately $19.7 million (unaudited) and
$29.5 million (unaudited) for the years ended December 31, 1997 and 1998,
respectively. The Company believes that profits, if any, generated from the
Sure-Med activity of Baxter for the above-mentioned periods were minimal, and it
may not have been profitable as a historical activity.
 
    Pro forma results of operations, as if the transaction had occurred on
January 1, 1999, are not presented as they would not be materially different
than actual 1999 results.
 
    The original purchase price of $15.1 million consisted of a cash payment of
$2.0 million to Baxter, a promissory note of $12.7 million, and $400,000 of
related acquisition expenses. In December 1999, the purchase price was adjusted
downward to $13.5 million to reflect the receipt of $1.6 million from Baxter in
connection with final agreement between the two parties. The Company is
obligated to repay the principal amount of the promissory note in 12 quarterly
installments, commencing on March 31, 2001. The promissory note bears interest
at a rate of 8.0% through January 31, 2001 and thereafter at a rate of 13.0%.
Interest is payable quarterly, commencing on March 31, 1999. Upon the sale or
issuance by Omnicell.com of any shares of capital stock, excluding sales or
issuances of common stock or options under the Company's stock option and stock
purchase plans and private placements in any single year not exceeding 10.0% of
its outstanding paid-in capital, the Company is required to prepay the
outstanding principal amount of the promissory note plus accrued interest to the
extent of 50.0% of the net proceeds of such equity issuance. There is an
exception that allows up to $30 million of financing raised during 2000 to be
excluded as long as 50% of the proceeds shall be applied to redeeming the Series
J preferred stock.
 
    The purchase price consideration was allocated to the acquired assets and
assumed liabilities based on fair values as follows (in thousands):
 

<TABLE>
<S>                                                           <C>
Inventories.................................................  $20,433
Property and equipment......................................      886
Other assets, primarily residual value of leased systems....    1,805
Liabilities.................................................   (9,618)
                                                              -------
Total purchase consideration................................  $13,506
                                                              =======
</TABLE>

 
    During 1999, the Company sold to Baxter the right to collect trade
receivables related to shipments of Sure-Med product made prior to the
January 29, 1999 acquisition date for $4.8 million. Payment on this transaction
was made via a reduction in the note payable to Baxter.
 
    In the fourth quarter of 1999, the Company recorded a write off of $0.9
million for Sure-Med fixed assets due to abandonment of leasehold improvements
and other assets acquired
 
                                      F-14

<PAGE>
                                  OMNICELL.COM
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
NOTE 2.  SURE-MED ACQUISITION (CONTINUED)
as part of the product line acquisition. In the fourth quarter of 1999, after
sales of Sure-Med systems were determined to be substantially below original
forecasts, the Company recorded a $13.6 million charge to cost of revenues to
reflect a writedown of Sure-Med product line inventory to estimated net
realizable value. In 1999, the Company also recorded $785,000 of integration
expenses associated with the integration of the Company and Sure-Med engineering
efforts, product lines, and marketing efforts.
 
NOTE 3.  LEASING ARRANGEMENTS
 
    In addition to direct sales, the Company leases its systems to customers
under sales-type leases, which generally have terms of five years. The Company
has entered into agreements with four finance companies whereby, concurrent with
the customer lease transaction, lease receivables are sold to the finance
companies. Under these agreements, the Company is subject to recourse only in
the event of the Company's breach or nonperformance.
 
    In 1997, 1998 and 1999, net sales-type lease receivables sold under these
agreements totaled approximately $13.1 million, $11.7 million and
$22.3 million, respectively. The Company records revenue at an amount equal to
the cash to be received from the leasing company, which is equivalent to the net
present value of the lease streams, utilizing the implicit interest rate under
its funding agreements. At December 31, 1998 and 1999, accounts receivable
included approximately $1.0 million and $2.7 million, respectively, due from the
finance companies for lease receivables sold.
 
NOTE 4.  SHORT-TERM INVESTMENTS
 
    Short-term investments consist of the following (in thousands):
 

<TABLE>
<CAPTION>
                                           AMORTIZED   UNREALIZED GAIN
                                             COST          (LOSS)        FAIR VALUE
                                           ---------   ---------------   ----------
<S>                                        <C>         <C>               <C>
December 31, 1998:
  Certificates of deposits...............   $ 7,000       $      --        $ 7,000
  U.S. commercial debt securities........     3,505              (2)         3,503
                                            -------       ---------        -------
                                            $10,505       $      (2)       $10,503
                                            =======       =========        =======
 
December 31, 1999:
  Certificates of deposits...............   $ 2,000       $      --        $ 2,000
  U.S. commercial debt securities........     2,150               2          2,152
                                            -------       ---------        -------
                                            $ 4,150       $       2        $ 4,152
                                            =======       =========        =======
</TABLE>

 
    All short-term investments at December 31, 1999 mature in 2000.
 
                                      F-15

<PAGE>
                                  OMNICELL.COM
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
NOTE 5.  INVENTORIES
 
    Inventories consist of the following (in thousands):
 

<TABLE>
<CAPTION>
                                                                DECEMBER 31,
                                                             -------------------
                                                               1998       1999
                                                             --------   --------
<S>                                                          <C>        <C>
Raw materials..............................................   $2,354     $3,495
Work-in-process............................................      435        565
Finished goods.............................................    2,000      5,097
                                                              ------     ------
  Total....................................................   $4,789     $9,157
                                                              ======     ======
</TABLE>

 
NOTE 6.  PROPERTY AND EQUIPMENT
 
    Property and equipment consist of the following (in thousands):
 

<TABLE>
<CAPTION>
                                                              DECEMBER 31,
                                                           -------------------
                                                             1998       1999
                                                           --------   --------
<S>                                                        <C>        <C>
Equipment................................................  $ 5,107    $ 7,382
Furniture and fixtures...................................      542        930
Leasehold improvements...................................      829      1,120
Purchased software.......................................       --      3,233
                                                           -------    -------
                                                             6,478     12,665
Accumulated depreciation and amortization................   (3,648)    (5,632)
                                                           -------    -------
Property and equipment, net..............................  $ 2,830    $ 7,033
                                                           =======    =======
</TABLE>

 
    No equipment was leased under capital leases at December 31, 1998 and 1999.
 
    In August 1999, the Company completed a software license transaction with a
leading provider of business-to-business e-commerce software solutions.
Purchased software consists primarily of this software licensed on a perpetual
basis to enable the use of the Omnicell Commerce Network. Maintenance and
support will be provided by the licensor at contractual annual rates. The
Company will share with the licensor a portion of the transaction fees
collected, if any, from product manufacturers when purchases are made from
healthcare suppliers on the Omnicell Commerce Network.
 
NOTE 7.  OTHER ASSETS
 
    Included in other assets at December 31, 1997 is a $500,000, 8.5% note
receivable from a corporation in the development stage, which is due in
September 2000. The note receivable was automatically convertible to equity of
the corporation upon the closing of that entity's next financing of at least
$1,000,000 or upon default of payment, based on the unpaid principal balance and
accrued interest divided by the fair value price per share. In December 1998,
upon the closing of a financing by the corporation, the note was converted into
13,052 shares of its Series D convertible preferred stock. At December 31, 1999,
the Company determined that there was a permanent decline in the fair value of
this asset and it wrote off the entire investment, including accrued interest,
amounting to $550,000.
 
                                      F-16

<PAGE>
                                  OMNICELL.COM
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
NOTE 8.  ACCRUED LIABILITIES
 
    Accrued liabilities consist of the following (in thousands):
 

<TABLE>
<CAPTION>
                                                               DECEMBER 31,
                                                            -------------------
                                                              1998       1999
                                                            --------   --------
<S>                                                         <C>        <C>
Accrued compensation and related benefits.................   $1,989    $ 2,225
Accrued license fees......................................       --      2,523
Accrued upgrade costs.....................................       --      3,960
Other accrued liabilities.................................    6,734      9,007
                                                             ------    -------
                                                             $8,723    $17,715
                                                             ======    =======
</TABLE>

 
NOTE 9.  LONG TERM NOTES PAYABLE
 
    In October 1999, the Company executed a convertible promissory note with a
private party for $350,000 with interest accruing at 6.02%. No interest payments
are due until October 1, 2004, the maturity date of the note. If the Company
closes an initial public offering of its common stock, the note shall
automatically convert to an equivalent number shares of the Company's common
stock.
 
    In connection with the Company's facilities lease, the landlord has advanced
$200,000 to the Company for leasehold improvements. The Company has agreed to
repay this advance in monthly installments of $4,249. This borrowing arrangement
commenced on July 1, 1999, ends June 30, 2004, and bears interest at 10% per
annum.
 
    Scheduled debt repayments under the convertible promissory note, facilities
lease advance and Baxter promissory note (Note 2) are as follows:
 

<TABLE>
<S>                                                           <C>
2000........................................................  $   60
2001........................................................   2,678
2002........................................................   2,678
2003........................................................   2,678
2004........................................................     370
</TABLE>

 
NOTE 10.  CREDIT FACILITY
 
    In March 1999, the Company entered into a credit facility with a bank,
providing the Company with advances under a revolving loan in an aggregate
amount not to exceed the lesser of $10.0 million or 75.0% of eligible accounts
receivable, as defined. Amounts borrowed under the credit facility may be repaid
at any time with all outstanding advances due on September 26, 2000. Interest,
payable monthly, is at a rate equal to one and one-half percentage points above
the bank's prime rate (10.0% on December 31, 1999). At December 31, 1999, the
Company was not in compliance with certain financial covenants and no amounts
were outstanding or available under this credit facility.
 
                                      F-17

<PAGE>
                                  OMNICELL.COM
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
NOTE 11.  LEASE COMMITMENTS
 
    The Company leases its Palo Alto, California and Waukegan, Illinois offices
and manufacturing facilities under noncancelable operating leases. The leases
expire beginning January, 2002 through June, 2006. The Company has an option to
renew the Palo Alto facilities leases for an additional five years. Rent expense
for all operating leases was $631,000 (net of sublease income of $140,000),
$728,000 (net of sublease income of $64,000) and $1,629,000 for the years ended
December 31, 1997, 1998 and 1999, respectively.
 
    At December 31, 1999, future minimum annual lease payments, net of aggregate
future minimum receipts from sublease, were as follows (in thousands):
 

<TABLE>
<CAPTION>
                                                              OPERATING
                                                               LEASES
                                                              ---------
<S>                                                           <C>
2000........................................................   $1,848
2001........................................................    1,946
2002........................................................    2,009
2003........................................................    2,090
2004........................................................    1,522
Thereafter..................................................      451
                                                               ------
  Total minimum lease payments..............................   $9,866
                                                               ======
</TABLE>

 
NOTE 12.  REDEEMABLE CONVERTIBLE PREFERRED STOCK
 
    In June 1996, the Company issued 1,802,000 shares of nonvoting Series I
redeemable convertible preferred stock for $25,227,000 (net of issuance costs of
approximately $60,000) and authorized an equal number of voting shares of Series
J redeemable convertible preferred stock. The Series I redeemable convertible
preferred stock was converted into Series J redeemable convertible preferred
stock on a one-for-one basis in 1996.
 
    At any time after December 31, 1998, the holders of the Series J redeemable
convertible preferred stock were entitled to require the Company to redeem for
cash the outstanding shares over two- and-one-half years at a per share price
equal to the original issue price (subject to adjustment for events of dilution)
plus interest at 9.5% per annum (accruing beginning on March 8, 1999).
 
    On January 7, 1999, the holder of all Series J shares notified the Company
of its intent to exercise its redemption right.
 
    In March, June, and December 1999, the Company's Series J redeemable
convertible preferred stockholder redeemed a total of 720,800 shares of the
preferred stock for approximately $10.2 million. In lieu of cash payment to the
stockholder, the Company reduced approximately $5.1 million in trade receivables
owed to it by the stockholder. The Company also reduced its Series J stockholder
trade receivable by approximately $692,000 in lieu of cash payment for interest.
At December 31, 1999, the Company is obligated to redeem the remaining Series J
stock in six future installments over the next eighteen months.
 
                                      F-18

<PAGE>
                                  OMNICELL.COM
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
NOTE 12.  REDEEMABLE CONVERTIBLE PREFERRED STOCK (CONTINUED)
    Significant terms of the Series J redeemable convertible preferred stock are
as follows:
 
    - Each share of Series J preferred stock is convertible into one share of
      common stock (subject to adjustment for events of dilution). Each share
      will automatically convert upon an underwritten public offering of common
      stock meeting specified criteria.
 
    - Series J preferred stock has voting rights equivalent to the number of
      shares of common stock into which it is convertible.
 
    - Dividends may be declared at the discretion of the Board of Directors and
      are noncumulative. To the extent declared, dividends of $1.12 per share,
      per annum for Series J preferred stock must be paid prior to any dividends
      on any other preferred stock or common stock. No such dividends have been
      declared or paid.
 
    - In the event of liquidation, dissolution, or winding up of the Company,
      prior to any other preferred stockholders, Series J stockholders shall
      receive $14.03 per share plus all declared but unpaid dividends. Upon
      completion of this distribution, the holders of the common stock will
      receive a pro rata distribution of any remaining assets of the Company. At
      December 31, 1999, the aggregate liquidation preference for redeemable
      convertible preferred stock was $15,166,000.
 
NOTE 13.  STOCKHOLDERS' EQUITY
 
  CONVERTIBLE PREFERRED STOCK
 
    At December 31, 1998 and 1999, convertible preferred stock consisted of the
following (in thousands, net of issuance costs):
 

<TABLE>
<CAPTION>
                                               SHARES
                                             DESIGNATED   OUTSTANDING    AMOUNT
                                             ----------   -----------   --------
<S>                                          <C>          <C>           <C>
Series A...................................       480          480      $   120
Series B...................................       321          321          120
Series C...................................     1,700        1,700        1,014
Series D...................................     1,328        1,310        1,412
Series E...................................     1,966        1,965        6,458
Series F...................................     2,000        1,948       11,527
Series G...................................     1,000           --           --
Series H...................................     4,000        3,804       13,203
                                               ------       ------      -------
  Total....................................    12,795       11,528      $33,854
                                               ======       ======      =======
</TABLE>

 
    Significant terms of the convertible preferred stock are as follows:
 
    - Each share of Series A, B, C, D, E, G, and H is convertible into one share
      of common stock, and each share of Series F preferred stock is convertible
      into 1.107 shares of common stock (subject to adjustment for events of
      dilution). Each share will automatically convert upon an underwritten
      public offering of common stock meeting specified criteria.
 
                                      F-19

<PAGE>
                                  OMNICELL.COM
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
NOTE 13.  STOCKHOLDERS' EQUITY (CONTINUED)
    - Each share of convertible preferred stock has voting rights equivalent to
      the number of shares of common stock into which it is convertible. The
      holders of Series E preferred stock, voting together as a class, are
      entitled to elect one director of the Company. The holders of Series H
      preferred stock, voting as a class, are also entitled to elect one
      director of the Company.
 
    - Dividends may be declared at the discretion of the Board of Directors and
      are noncumulative. To the extent declared, dividends of $0.02, $0.03,
      $0.048, $0.085, $0.265, $0.49, $0.49, and $0.29 per share, per annum for
      Series A, B, C, D, E, F, G, and H preferred stock, respectively, must be
      paid prior to any dividends on common stock. No such dividends have been
      declared or paid.
 
    - In the event of liquidation, dissolution, or winding up of the Company,
      Series A, B, C, D, E, F, G, and H stockholders shall receive, after
      required distributions to the redeemable convertible preferred
      stockholders, $0.25, $0.375, $0.60, $1.085, $3.30, $6.15, $6.15, and $3.68
      per share, respectively, plus all declared but unpaid dividends. Upon
      completion of this distribution, the holders of the common stock will
      receive a pro rata distribution of any remaining assets of the Company. At
      December 31, 1999, the aggregate liquidation preference for preferred
      stock was $35.1 million
 
  CONVERTIBLE PREFERRED STOCK WARRANTS
 
    In connection with a capital lease financing in 1994, the Company issued a
warrant to purchase 18,434 shares of Series D preferred stock at an exercise
price of $1.09 per share. The warrant expires the later of three years from the
effective date of an initial public offering of the Company's common stock or in
2000. The value of the warrant was immaterial.
 
    In connection with capital lease financings in 1995, the Company issued
warrants to purchase 8,130, 11,382, and 67,934 shares of Series F, G, and H
preferred stock at $6.15, $6.15, and $3.68 per share, respectively. The Series F
and H warrants expire the later of three years from the effective date of an
initial public offering of the Company's common stock or in 2002. The Series G
warrant expires the later of five years from the effective date of an initial
public offering of the Company's common stock or in 2005. The estimated value of
these warrants remaining after amortization was expensed in June 1996 when the
repayments were made for the borrowings.
 
  COMMON STOCK
 
    At December 31, 1999, 10,000 shares of common stock are subject to
repurchase by the Company at the original issuance price. These repurchase
rights generally expire ratably over periods of three to five years.
 
  STOCK OPTION PLANS
 
    The Company has reserved 8,410,000 shares of common stock for issuance under
its 1992 Incentive Stock Plan, 1995 Management Option Plan, and 1999 Equity
Incentive Plan (the Plans). Under the Plans, incentive and nonqualified stock
options or rights to purchase common stock may be granted to employees,
directors, and consultants. Incentive options,
 
                                      F-20

<PAGE>
                                  OMNICELL.COM
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
NOTE 13.  STOCKHOLDERS' EQUITY (CONTINUED)
nonqualified options, and stock purchase rights must be priced to be at least
100%, 85%, and 85%, respectively, of the common stock's fair value at the date
of grant as determined by the Board of Directors. Options shall become
exercisable as determined by the Board of Directors. Sales of stock under stock
purchase rights are made pursuant to restricted stock purchase agreements.
 
    In September 1999, the Board of Directors adopted the 1999 Equity Incentive
Plan (Incentive Plan) for granting of incentive and nonqualified stock options
and rights to purchase common stock to employees, directors, and consultants.
Under the Incentive Plan, 3,000,000 shares of common stock are authorized for
issuance. Further, all unissued stock under the Company's 1992 Incentive Stock
Plan and 1995 Management Stock Option Plan are added to the 3,000,000 shares
reserved.
 
    A summary of stock option activity under the Plans follows (shares in
thousands):
 

<TABLE>
<CAPTION>
                                                  NUMBER OF   WEIGHTED AVERAGE
                                                   SHARES      EXERCISE PRICE
                                                  ---------   ----------------
<S>                                               <C>         <C>
Outstanding at December 31, 1996................    3,275          $1.80
  Granted.......................................      660           6.50
  Exercised.....................................     (220)          0.62
  Canceled......................................     (205)          3.26
                                                    -----
 
Outstanding at December 31, 1997................    3,510           2.67
  Granted.......................................      726           6.50
  Exercised.....................................      (78)          1.72
  Canceled......................................     (177)          5.42
                                                    -----
 
Outstanding at December 31, 1998................    3,981           3.27
  Granted.......................................    1,925           6.50
  Exercised.....................................     (321)          0.70
  Canceled......................................     (232)          6.18
                                                    -----
 
Outstanding at December 31, 1999................    5,353          $4.44
                                                    =====
</TABLE>

 
    Additional information regarding options outstanding as of December 31, 1999
is as follows (shares in thousands):
 

<TABLE>
<CAPTION>
                                                  WEIGHTED
                                                  AVERAGE
                                                 REMAINING        WEIGHTED                       WEIGHTED
                                    NUMBER      CONTRACTUAL       AVERAGE         NUMBER         AVERAGE
RANGE OF EXERCISE PRICE           OUTSTANDING   LIFE (YEARS)   EXERCISE PRICE   EXERCISABLE   EXERCISE PRICE
-----------------------           -----------   ------------   --------------   -----------   --------------
<S>                               <C>           <C>            <C>              <C>           <C>
$0.03 - $0.50..................        824           3.89          $0.15             824          $0.15
$0.75 - $2.00..................        738           5.34           0.80             681           0.79
$4.00 - $4.00..................        648           6.29           4.00             387           4.00
$6.50 - $6.50..................      3,143           8.70           6.50             711           6.50
                                     -----                                         -----
                                     5,353                                         2,603
                                     =====                                         =====
</TABLE>

 
                                      F-21

<PAGE>
                                  OMNICELL.COM
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
NOTE 13.  STOCKHOLDERS' EQUITY (CONTINUED)
    At December 31, 1999, there were 2,048,000 shares available for future grant
under the Plans, and options to purchase 2,603,000 shares were exercisable. Upon
the exercise of certain exercisable options, the Company would have the right to
repurchase 10,000 shares at the original issuance price. Such a right generally
expires over three to five years.
 
    In connection with the grant of certain stock options in December 1995, the
Company recorded deferred compensation of $62,000 for the difference between the
deemed fair value for accounting purposes and the option price. At December 31,
1999, the deferred compensation has been fully amortized. Such deferred
compensation is presented as a reduction to stockholders' equity.
 
    As discussed in Note 1, the Company continues to account for its stock-based
awards using the intrinsic value method in accordance with APB 25 and its
related interpretations. Accordingly, compensation expense has not been
recognized in the consolidated financial statements for employee stock
arrangements except for the difference between the deemed fair value for
accounting purposes and the exercise price of certain stock options as noted
above.
 
    SFAS 123 requires the disclosure of pro forma net loss had the Company
adopted the fair value method as of the beginning of 1995. Under SFAS 123, the
fair value of stock-based awards to employees is calculated through the use of
option pricing models, even though such models were developed to estimate the
fair value of freely tradable, fully transferable options without vesting
restrictions, which significantly differ from the Company's stock option awards.
These models also require subjective assumptions, including future stock price
volatility and expected time to exercise, which greatly affects the calculated
values. The Company's calculations were made using the Black-Scholes option
pricing model with risk-free interest rates of 6.17%, 5.42% and 5.38% in 1997,
1998 and 1999, respectively, and no dividends during the expected term. The
Company's calculations are based on a multiple-option valuation approach, and
forfeitures are recognized as they occur.
 
    For purposes of pro forma disclosures, the estimated fair value of the
options is amortized to expense over the options' vesting period. The Company's
pro forma information follows (in thousands):
 

<TABLE>
<CAPTION>
                                                     YEAR ENDED DECEMBER 31,
                                                  ------------------------------
                                                    1997       1998       1999
                                                  --------   --------   --------
<S>                                               <C>        <C>        <C>
Pro forma net income (loss).....................  $(10,519)   $  99     $(34,021)
Pro forma net income (loss) per share:
  Basic.........................................  $  (5.74)   $0.04     $ (14.49)
  Diluted.......................................  $  (5.75)   $0.01     $ (14.49)
</TABLE>

 
    The impact of outstanding nonvested stock options granted prior to 1995 has
been excluded from the pro forma calculations; accordingly, the 1999 and 1998
pro forma adjustments are not indicative of future period pro forma adjustments
when the calculation will apply to all applicable stock options.
 
                                      F-22

<PAGE>
                                  OMNICELL.COM
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
NOTE 13.  STOCKHOLDERS' EQUITY (CONTINUED)
  1997 EMPLOYEE STOCK PURCHASE PLAN
 
    The Company has an Employee Stock Purchase Plan under which employees can
purchase shares of the Company's common stock based on a percentage of their
compensation, but not greater than 15% of their earnings, up to a maximum of
$25,000 of fair value per year. The purchase price per share must be equal to
the lower of 85% of the fair value of the common stock at the beginning or end
of the six-month offering period. A total of 750,000 shares of common stock are
reserved for issuance under the plan. As of December 31, 1999, 254,000 shares
had been issued under this plan.
 
    On September 1, 1999, the Board of Directors amended the 1997 Employee Stock
Purchase Plan (Purchase Plan) to become effective simultaneously with the
effectiveness of the Company's initial public offering. Under the amended
Purchase Plan, 750,000 shares of common stock are authorized for issuance. As
amended, eligible employees may purchase stock at 85% of the lower of closing
prices for the common stock at the beginning of a twenty-four month offering
period or the end of each six-month purchase period.
 
    At December 31, 1999, the Company has reserved shares of common stock for
issuance as follows (in thousands):
 

<TABLE>
<S>                                                           <C>
Conversion of outstanding convertible preferred stock.......  11,528
Issuance under the Plans....................................   7,401
Employee stock purchase plan................................     496
Convertible preferred stock warrants........................     106
                                                              ------
Total.......................................................  19,531
                                                              ======
</TABLE>

 
NOTE 14.  INCOME TAXES
 
    The provision for income taxes consists of the following (in thousands):
 

<TABLE>
<CAPTION>
                                                                   YEAR ENDED
                                                                  DECEMBER 31,
                                                         ------------------------------
                                                           1997       1998       1999
                                                         --------   --------   --------
<S>                                                      <C>        <C>        <C>
Current provision:
  Federal..............................................    $120       $105       $ --
  State................................................      66         50        150
  Foreign..............................................      15         30         --
                                                           ----       ----       ----
Total current provision................................    $201       $185       $150
                                                           ====       ====       ====
</TABLE>

 
                                      F-23

<PAGE>
                                  OMNICELL.COM
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
NOTE 14.  INCOME TAXES (CONTINUED)
    The difference between the provision for income taxes and the amount
computed by applying the Federal statutory income tax rate (35%) to income
before taxes is explained below (in thousands):
 

<TABLE>
<CAPTION>
                                                     YEAR ENDED DECEMBER 31,
                                                  ------------------------------
                                                    1997       1998       1999
                                                  --------   --------   --------
<S>                                               <C>        <C>        <C>
Tax provision (benefit) at federal statutory
  rate..........................................  $(1,215)   $ 1,563    $(9,501)
State income tax................................       66         50        150
Federal alternative minimum taxes...............      120        105         --
Foreign taxes...................................       15         30         --
Unutilized (utilized) net operating losses......    1,215     (1,563)     9,501
                                                  -------    -------    -------
Total...........................................  $   201    $   185    $   150
                                                  =======    =======    =======
</TABLE>

 
    Significant components of the Company's deferred tax assets are as follows
at December 31 (in thousands):
 

<TABLE>
<CAPTION>
                                                 1997       1998       1999
                                               --------   --------   --------
<S>                                            <C>        <C>        <C>
Deferred tax assets:
  Net operating loss carryforwards...........  $  7,500   $  5,500   $  6,000
  Tax credit carryforwards...................       500        985      1,257
  Inventory related items....................        --         --      5,746
  Reserves and accruals......................     3,943      3,784      3,960
  Deferred revenue...........................        --         --      2,357
  Capitalized research and development
   costs.....................................       320        220        476
  Depreciation and amortization..............       112        205        205
  Other, net.................................       342        498      2,298
                                               --------   --------   --------
Total deferred tax assets....................    12,717     11,192     22,299
Valuation allowance..........................   (12,717)   (11,192)   (22,299)
                                               --------   --------   --------
Net deferred tax assets......................  $     --   $     --   $     --
                                               ========   ========   ========
</TABLE>

 
    The Company has established a valuation allowance equal to the net deferred
tax assets due to the uncertainties regarding the realization of deferred tax
assets based on the Company's lack of earnings history.
 
    As of December 31, 1999, the Company had a federal net operating loss
carryforward of approximately $17,100,000. The federal net operating loss
carryforward will expire beginning in 2008. The Company also had federal and
state research and development tax credit carryforwards of approximately
$670,000 and $550,000, respectively. The federal and state research and
development tax credit carryforwards will expire at various dates beginning in
year 2007 through 2019, if not utilized.
 
    Utilization of the net operating losses and tax credits may be subject to a
substantial annual limitation due to the ownership change limitations provided
by the Internal Revenue Code of 1986 and similar state provisions. The annual
limitation may result in the expiration of net operating losses and tax credits
before utilization.
 
                                      F-24

<PAGE>
                                  OMNICELL.COM
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
NOTE 15.  OPERATING SEGMENTS AND GEOGRAPHIC INFORMATION
 
    Management of the Company has determined the operating segments based upon
how the business is managed and operated. There are no significant intersegment
sales or transfers and substantially all of the Company's long-lived assets are
located in the United States.
 
    During 1999, the Company had three operating segments. Operating segments
have been aggregated into one reportable segment, Automation Systems, based upon
the criteria in SFAS No. 131. The operating segment below the quantitative
threshold, the Omnicell Commerce Network group, is disclosed in the "all other"
category. The Company's chief operating decision maker reviews information
pertaining to reportable segments only to the gross profit level. Assets of the
operating segments are not segregated.
 
    Information about reportable segment sales and gross profit areas follows:
 

<TABLE>
<CAPTION>
                                                    YEAR ENDED DECEMBER 31,
                                                 ------------------------------
                                                   1997       1998       1999
                                                 --------   --------   --------
<S>                                              <C>        <C>        <C>
AUTOMATION SYSTEMS
Net sales......................................  $36,073    $48,212    $52,604
Gross profit (loss)............................  $19,862    $30,828    $16,734
 
ALL OTHER
Net sales......................................  $    --    $    --    $    --
Gross profit (loss)............................  $    --    $    --    $  (270)
 
NET SALES
North America..................................  $36,073    $47,757    $52,559
Other..........................................       --        455         45
                                                 -------    -------    -------
Consolidated net sales.........................  $36,073    $48,212    $52,604
                                                 =======    =======    =======
</TABLE>

 
NOTE 16.  RELATED PARTY TRANSACTIONS
 
    The Company recorded revenues of approximately $7.1 million, $9.9 million
and $5.1 million in 1997, 1998, and 1999, respectively, from a Series J
redeemable convertible preferred stockholder and member of the Company's Board
of Directors until August 11, 1999 (of which approximately $974,000 and $302,000
is included in accounts receivable at December 31, 1998 and 1999, respectively).
Payment terms are net 45 days. Under the terms of a distribution agreement, this
related party earned cash rebates of approximately $438,000 and $0 for purchases
made from the Company during the years ended December 31, 1998 and 1999,
respectively.
 
NOTE 17.  EMPLOYEE BENEFIT PLAN
 
    During 1994, the Company established a 401(k) tax-deferred savings plan,
whereby eligible employees may contribute a percentage of their eligible
compensation but not greater than 15.0% of their earnings. Company contributions
are discretionary; no such Company contributions have been made since inception
of the plan.
 
                                      F-25

<PAGE>
                                  OMNICELL.COM
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
NOTE 18.  SUBSEQUENT EVENTS
 
    On April 19, 2000, the Company's Board of Directors took the following
actions:
 
    - authorized the filing of a registration statement with the Securities and
      Exchange Commission to register shares of its common stock in connection
      with the proposed initial public offering;
 
    - authorized the change of the Company's state of incorporation to Delaware.
      As part of the reincorporation, the Board of Directors authorized an
      increase in the number of authorized shares of common stock to 50,000,000.
      Upon the completion of this offering and after the conversion of all the
      Company's outstanding preferred stock to common stock, the Board of
      Directors authorized a decrease in the number of authorized shares of
      preferred stock to 5,000,000;
 
    - approved an amendment to the Company's 1999 Equity Incentive Plan to
      increase the number of shares reserved for issuance under such plan by
      2,000,000 shares, to a total of 5,000,000. The Board of Directors also
      approved an automatic increase in the number of shares reserved under such
      plan each January 1 (beginning January 1, 2001) by the lesser of 5% of the
      total then outstanding shares of common stock or 3,000,000 shares, unless
      the Board of Directors then designates a smaller increase in the number of
      authorized shares; and
 
    - approved an amendment to the Company's 1997 Employee Stock Purchase Plan
      to provide for an automatic increase in the number of shares reserved
      under such plan each January 1 (beginning January 1, 2001) by the lesser
      of 1.5% of the total then outstanding shares of common stock or 750,000
      shares, unless the Board of Directors then designates a smaller increase
      in the number of authorized shares.
 
  STOCK OPTION GRANTS
 
    Subsequent to December 31, 1999, the Company approved grants to employees
for options to purchase 1,409,250 shares of its common stock at $6.50 per share.
 
  SERIES K PREFERRED STOCK
 
    During the first quarter of 2000, the Company designated and issued
3,010,528 shares of Series K convertible preferred stock at a price of $9.50 per
share. Net proceeds were approximately $28.6 million. The attributes of the
Series K convertible preferred stock are similar to the Company's other series
of outstanding convertible preferred stock.
 
                                      F-26

<PAGE>
YOU MAY RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS. WE HAVE NOT
AUTHORIZED ANYONE TO PROVIDE INFORMATION DIFFERENT FROM THAT CONTAINED IN THE
PROSPECTUS. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR SALE OF COMMON STOCK
MEANS THAT INFORMATION CONTAINED IN THIS PROSPECTUS IS CORRECT AFTER THE DATE OF
THIS PROSPECTUS. THIS PROSPECTUS IS NOT AN OFFER TO SELL OR SOLICITATION OF AN
OFFER TO BUY THESE SHARES IN ANY CIRCUMSTANCES UNDER WHICH THE OFFER OR
SOLICITATION IS UNLAWFUL.
 
 
                              TABLE OF CONTENTS
 

<TABLE>
<CAPTION>
                                               PAGE
                                             --------
<S>                                          <C>
Prospectus Summary.........................      1
Risk Factors...............................      6
Special Note Regarding Forward-Looking
  Statements...............................     19
Use of Proceeds............................     19
Dividend Policy............................     19
Capitalization.............................     20
Dilution...................................     21
Selected Consolidated Financial Data.......     22

Management's Discussion and Analysis of
  Financial Condition and Results of
  Operations...............................     24
Business...................................     32
Management.................................     51
Certain Relationships and Related Party
  Transactions.............................     64
Principal Stockholders.....................     65
Description of Capital Stock...............     69
Shares Eligible for Future Sale............     72
Underwriting...............................     74
Legal Matters..............................     76
Experts....................................     76
Where You Can Find More Information........     77
Index to Financial Statements..............    F-1
</TABLE>

 
UNTIL              2000 (25 DAYS AFTER THE DATE OF THIS PROSPECTUS), ALL DEALERS
THAT BUY, SELL OR TRADE IN THESE SECURITIES, WHETHER OR NOT PARTICIPATING IN
THIS OFFERING, MAY BE REQUIRED TO DELIVER A PROSPECTUS. DEALERS ARE ALSO
OBLIGATED TO DELIVER A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT
TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.
 
[OMNICELL.COM LOGO]
 
                                     SHARES
 
COMMON STOCK
 
DEUTSCHE BANC ALEX. BROWN
 
DONALDSON, LUFKIN & JENRETTE
 
BANC OF AMERICA SECURITIES LLC
 
U.S. BANCORP PIPER JAFFRAY
 
PROSPECTUS
 
          , 2000

<PAGE>

 
                                   PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS
 

ITEM 13.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
 
    The following table sets forth all expenses, other than the underwriting
discounts and commissions, payable by Omnicell.com in connection with the sale
of the common stock being registered. All the amounts shown are estimates except
for the SEC registration fee and the NASD filing fee.
 

<TABLE>
<S>                                                           <C>
SEC registration fee........................................  $15,180
Nasdaq National Market listing fee..........................     *
NASD filing fee.............................................    6,250
Printing and engraving expenses.............................     *
Legal fees and expenses.....................................     *
Accounting fees and expenses................................     *
Transfer agent and registrar fees...........................     *
Miscellaneous...............................................     *
                                                              -------
Total.......................................................  $  *
                                                              =======
</TABLE>

 
------------------------
 
*   To be completed by amendment.
 
We intend to pay all expenses of registration, issuance and distribution.
 

ITEM 14.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.
 
    Section 145 of the Delaware General Corporation Law (the DGCL) authorizes a
court to award, or a corporation's board of directors to grant indemnity to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities, including
reimbursement for expenses incurred, arising under the Securities Act.
 
    As permitted by the DGCL, our Certificate of Incorporation, which will
become effective upon the closing of this offering, includes a provision that
eliminates the personal liability of our directors for monetary damages for
breach of fiduciary duty as a director, except for liability (1) for any breach
of the director's duty of loyalty to us or our stockholders; (2) for acts or
omissions not in good faith or that involve intentional misconduct or knowing
violation of law; (3) under Section 174 of the DGCL regarding unlawful dividends
and stock purchases; or (4) for any transaction from which the director derived
an improper personal benefit.
 
    As permitted by the DGCL, our Certificate of Incorporation and/or our
Bylaws, which will become effective upon the closing of this offering, provide
that (1) we are required to indemnify our directors and officers to the fullest
extent permitted by the DGCL, subject to certain very limited exceptions;
(2) we are permitted to indemnify our other employees to the extent that we
indemnify our officers and directors, unless otherwise required by law, our
Certificate of Incorporation, our Bylaws or agreements; (3) we are required to
advance expenses, as incurred, to our directors and officers in connection with
a legal proceeding to the fullest extent permitted by the DGCL, subject to
certain very limited exceptions; and (4) the rights conferred in our Bylaws are
not exclusive.
 
    Prior to the closing of this offering, we intend to enter into indemnity
agreements with each of our current directors and officers to give such
directors and officers additional contractual assurances regarding the scope of
the indemnification set forth in our Certificate of Incorporation and our Bylaws
and to provide additional procedural protections. At present, there is no
pending litigation or proceeding involving a director, officer or employee of
Omnicell.com regarding which indemnification is sought, nor are we aware or any
threatened litigation that may result in claims for indemnification.
 
                                      II-1

<PAGE>
    With approval by the board of directors, we expect to obtain directors' and
officers' liability insurance. Reference is made to the underwriting agreement
contained in Exhibit 1.1 hereto, which contains provisions indemnifying our
officers and directors against certain liabilities.
 

ITEM 15.  RECENT SALES OF UNREGISTERED SECURITIES.
 
(a) The Company has issued or sold the following securities within the past
    three years:
 
    - an aggregate of 3,010,528 shares of Series K convertible preferred stock
      at $9.50 per share in January and March 2000 to 25 accredited investors.
 
(b) As of March 31, 2000, the Company has issued:
 
    - an aggregate of 1,058,752 shares of common stock upon exercise of options
      under the 1992 Equity Incentive Plan;
 
    - an aggregate of 15,000 shares of common stock upon exercise of options
      under the 1995 Management Stock Option Plan;
 
    - an aggregate of 253,799 shares of common stock upon exercise of options
      under the 1997 Employee Stock Purchase Plan; and
 
    - an aggregate of 36,083 shares of common stock upon exercise of options
      under the 1999 Equity Incentive Plan.
 
(c) There were no underwritten offerings employed in connection with the
    transaction set forth in Item 15(a).
 
    The issuances described in Item 15(a) were deemed to be exempt from
registration under the Securities Act in reliance upon Section 4(2) thereof as
transactions by an issuer not involving any public offering. The issuances
described in Item 15(b) were deemed to be exempt from registration under the
Securities Act in reliance upon Rule 701 promulgated thereunder in that they
were offered and sold either pursuant to written compensatory benefit plans or
pursuant to a written contract relating to compensation, as provided by
Rule 701. In addition, such issuances were deemed to be exempt from registration
under Section 4(2) of the Securities Act as transactions by an issuer not
involving any public offering. The recipients of securities in each such
transaction represented their intentions to acquire the securities for
investment only and not with a view to or for sale in connection with any
distribution thereof and appropriate legends where affixed to the securities
issued in such transactions. All recipients had adequate access, through their
relationships with the Company, to information about the Registrant.
 

ITEM 16.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
 
(a) Exhibits.
 

<TABLE>
<CAPTION>
       EXHIBIT
       NUMBER                             DESCRIPTION OF DOCUMENT
       -------                            -----------------------
<S>                     <C>
 1.1*                   Form of Underwriting Agreement.
 
 3.1                    Amended and Restated Articles of Incorporation of
                        Omnicell.com.
 
 3.2                    Certificate of Amendment of Amended and Restated Articles of
                        Incorporation of Omnicell.com.
 
 3.3                    Certificate of Incorporation of Omnicell.com to be effective
                        upon reincorporation in Delaware.
 
 3.4                    Amended and Restated Certificate of Incorporation of
                        Omnicell.com to be filed following the closing of the
                        offering.
 
 3.5                    Bylaws of Omnicell.com.
</TABLE>

 
                                      II-2

<PAGE>
 

<TABLE>
<CAPTION>
       EXHIBIT
       NUMBER                             DESCRIPTION OF DOCUMENT
       -------                            -----------------------
<S>                     <C>
 3.6                    Bylaws of Omnicell.com to be effective upon reincorporation
                        in Delaware.
 
 4.1*                   Form of Common Stock Certificate.
 
 4.2                    Amended and Restated Investor Rights Agreement, dated
                        January 20, 2000.
 
 4.3                    Warrant Agreement, dated September 30, 1993, between
                        Omnicell.com and Comdisco, Inc.
 
 4.4                    Warrant Agreement, dated January 23, 1995, between
                        Omnicell.com and Comdisco, Inc.
 
 4.5                    Warrant Agreement, dated July 7, 1995, between Omnicell.com
                        and Comdisco, Inc.
 
 4.6                    Warrant Agreement, dated September 29, 1995, between
                        Omnicell.com and Comdisco, Inc.
 
 4.7                    Convertible Promissory Note, dated October 1, 1999.
 
 5.1*                   Opinion of Cooley Godward LLP, counsel to Omnicell.com.
 
10.1                    Real Property Lease, dated September 24, 1999, between W.F.
                        Baton & Co., Inc. and Omnicell.com, as amended.
 
10.2                    Real Property Lease, effective July 1, 1999, between
                        Omnicell.com and Amli Commercial Properties Limited
                        Partnership.
 
10.3                    Real Property Lease, dated April 3, 1996, between O'Donnell
                        Palo Alto Associates and Omnicell.com.
 
10.4                    Real Property Lease, dated March 25, 1994, between W.F.
                        Batton & Co., Inc. and Omnicell.com, as amended.
 
10.5                    Master Assignment Agreement and Master Sales Agreement,
                        dated September 29, 1994, between Americorp Financial, Inc.
                        and Omnicell.com, as amended.
 
10.6                    Group Purchasing Agreement, effective June 1, 1997, between
                        Premier Purchasing Partners, L.P., and Omnicell.com.
 
10.7                    Letter Agreement, dated June 27, 1997, between the
                        University Health System Consortium Services Corporation and
                        Omnicell.com.
 
10.8                    Federal Supply Schedule Contract No. V797P-3406k, effective
                        August 7, 1997, between the Department of Veterans Affairs
                        and Omnicell.com.
 
10.9                    Asset Purchase Agreement dated December 18, 1998, between
                        Omnicell.com and Baxter Healthcare Corporation, as amended.
 
10.10                   Loan and Security Agreement and Standby Facility Agreement,
                        dated January 27, 2000, between Silicon Valley bank and
                        Omnicell.com.
 
10.11**                 Vertical Hosted License Agreement, dated August 21, 1999,
                        between Omnicell.com and Commerce One, as amended.
 
10.12                   Form of Director and Officer Indemnification Agreement.
 
10.13                   1992 Equity Incentive Plan, as amended.
 
10.14                   1995 Management Stock Option Plan.
 
10.15                   1997 Employee Stock Purchase Plan, as amended.
 
10.16                   1999 Equity Incentive Plan, as amended.
 
10.17                   Program Agreement, dated June 7, 1999, between General
                        Electric Company and Omnicell.com.
 
10.18                   Employment Agreement, dated December 13, 1993, between
                        Omnicell.com and Sheldon D. Asher.
</TABLE>

 
                                      II-3

<PAGE>
 

<TABLE>
<CAPTION>
       EXHIBIT
       NUMBER                             DESCRIPTION OF DOCUMENT
       -------                            -----------------------
<S>                     <C>
10.19**                 Strategic Alliance Agreement, dated April 17, 2000, between
                        Omnicell.com and PricewaterhouseCoopers LLP.
 
21.1                    Subsidiaries of Omnicell.com
 
23.1                    Consent of Ernst & Young LLP, independent auditors.
 
23.2*                   Consent of Cooley Godward LLP. Reference is made to
                        Exhibit 5.1.
 
24.1                    Powers of Attorney. Reference is made to Page II-5.
 
27.1                    Financial Data Schedule.
</TABLE>

 
------------------------
 
*   To be filed by amendment.
 
**  Confidential treatment requested.
 
(b) Financial Statement Schedules.
 

<TABLE>
<CAPTION>
                                                                ADDITIONS
                                                         -----------------------
                                           BALANCE AT    CHARGED TO   CHARGED TO                BALANCE
                                          BEGINNING OF   COSTS AND      OTHER                    END OF
DESCRIPTION                                  PERIOD       EXPENSES     ACCOUNT     DEDUCTIONS    PERIOD
-----------                               ------------   ----------   ----------   ----------   --------
<S>                                       <C>            <C>          <C>          <C>          <C>
Year ended December 31, 1997 allowance
  for doubtful accounts.................    $159,783       $60,000           --      $1,415(1)  $218,368
Year ended December 31, 1998 allowance
  for doubtful accounts.................     218,368        60,000           --          --      278,368
Year ended December 31, 1999 allowance
  for doubtful accounts.................     278,368        60,000           --          --      338,368
</TABLE>

 
------------------------
 
(1) Uncollectible accounts written off.
 
    All other schedules for which provision is made in the applicable accounting
regulation of the Securities and Exchange Commission are not required under the
related instructions or are inapplicable and therefore have been omitted.
 

ITEM 17.  UNDERTAKINGS.
 
    The Registrant hereby undertakes to provide the Underwriters at the closing
specified in the Underwriting Agreement, certificates in such denominations and
registered in such names as required by the Underwriters to permit prompt
delivery to each purchaser.
 
    Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers, and controlling persons of the
Registrant pursuant to the provisions described in Item 14 or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer, or controlling person of the Registrant
in the successful defense of any action, suit, or proceeding) is asserted by
such director, officer, or controlling person in connection with the securities
being registered hereunder, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
 
    The Registrant hereby undertakes that:
 
    (1) For purposes of determining any liability under the Securities Act, the
       information omitted from the form of Prospectus filed as part of this
       Registration Statement in reliance upon Rule 430A
 
                                      II-4

<PAGE>
       and contained in a form of Prospectus filed by the Registrant pursuant to
       Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed
       to be a part of this Registration Statement as of the time it was
       declared effective.
 
    (2) For the purpose of determining any liability under the Securities Act,
       each post-effective amendment that contains a form of Prospectus shall be
       deemed to be a new Registration Statement relating to the securities
       offered therein, and the offering of such securities at that time shall
       be deemed to be the initial bona fide offering thereof.
 
                                      II-5

<PAGE>

                                   SIGNATURES
 
    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Palo Alto, State of
California, on the 19th day of April, 2000.
 

<TABLE>
<S>                                                    <C>  <C>
                                                       OMNICELL.COM
 
                                                       By:             /s/ SHELDON D. ASHER
                                                            -----------------------------------------
                                                                         Sheldon D. Asher
                                                              PRESIDENT AND CHIEF EXECUTIVE OFFICER
</TABLE>

 
                               POWER OF ATTORNEY
 
    Each person whose signature appears below constitutes and appoints Sheldon
D. Asher and Robert Y. Newell, IV his true and lawful attorney-in-fact and
agent, each acting alone, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
or all amendments (including post-effective amendments) to this Registration
Statement on Form S-1, and to any registration statement filed under Securities
and Exchange Commission Rule 462, and to file the same, with all exhibits
thereto, and all documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and agent, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
 
    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
 

<TABLE>
<CAPTION>
                 SIGNATURES                                  TITLE                        DATE
                 ----------                                  -----                        ----
<C>                                            <S>                                 <C>
            /s/ SHELDON D. ASHER               President and Chief Executive
    ------------------------------------         Officer and Director (PRINCIPAL     April 19, 2000
              Sheldon D. Asher                   EXECUTIVE OFFICER)
 
          /s/ ROBERT Y. NEWELL, IV             Vice President and Chief Financial
    ------------------------------------         Officer (PRINCIPAL FINANCIAL AND    April 19, 2000
            Robert Y. Newell, IV                 ACCOUNTING OFFICER)
 
            /s/ RANDALL A. LIPPS
    ------------------------------------       Chairman of the Board and Director    April 19, 2000
              Randall A. Lipps
 
            /s/ GORDON V. CLEMONS
    ------------------------------------       Director                              April 19, 2000
              Gordon V. Clemons
 
        /s/ CHRISTOPHER J. DUNN, M.D.
    ------------------------------------       Director                              April 19, 2000
          Christopher J. Dunn, M.D.
</TABLE>

 
                                      II-6

<PAGE>
 

<TABLE>
<CAPTION>
                 SIGNATURES                                  TITLE                        DATE
                 ----------                                  -----                        ----
<C>                                            <S>                                 <C>
          /s/ FREDERICK J. DOTZLER
    ------------------------------------       Director                              April 19, 2000
            Frederick J. Dotzler
 
             /s/ RANDALL A. HACK
    ------------------------------------       Director                              April 19, 2000
               Randall A. Hack
 
          /s/ BENJAMIN A. HOROWITZ
    ------------------------------------       Director                              April 19, 2000
            Benjamin A. Horowitz
 
             /s/ KEVIN L. ROBERG
    ------------------------------------       Director                              April 19, 2000
               Kevin L. Roberg
 
           /s/ JOHN D. STOBO, JR.
    ------------------------------------       Director                              April 19, 2000
             John D. Stobo, Jr.
 
         /s/ WILLIAM H. YOUNGER, JR.
    ------------------------------------       Director                              April 19, 2000
           William H. Younger, Jr.
</TABLE>

 
                                      II-7

<PAGE>

                                 EXHIBIT INDEX
 

<TABLE>
<CAPTION>
EXHIBIT
NUMBER                       DESCRIPTION OF DOCUMENT
-------    ------------------------------------------------------------
<S>        <C>
 1.1*      Form of Underwriting Agreement.
 
 3.1       Amended and Restated Articles of Incorporation of
           Omnicell.com.
 
 3.2       Certificate of Amendment of Amended and Restated Articles of
           Incorporation of Omnicell.com.
 
 3.3       Certificate of Incorporation of Omnicell.com to be effective
           upon reincorporation in Delaware.
 
 3.4       Amended and Restated Certificate of Incorporation of
           Omnicell.com to be filed following the closing of the
           offering.
 
 3.5       Bylaws of Omnicell.com.
 
 3.6       Bylaws of Omnicell.com to be effective upon reincorporation
           in Delaware.
 
 4.1*      Form of Common Stock Certificate.
 
 4.2       Amended and Restated Investor Rights Agreement dated
           January 20, 2000.
 
 4.3       Warrant Agreement, dated September 30, 1993, between
           Omnicell.com and Comdisco, Inc.
 
 4.4       Warrant Agreement, dated January 23, 1995, between
           Omnicell.com and Comdisco, Inc.
 
 4.5       Warrant Agreement, dated July 7, 1995, between Omnicell.com
           and Comdisco, Inc.
 
 4.6       Warrant Agreement, dated September 29, 1995, between
           Omnicell.com and Comdisco, Inc.
 
 4.7       Convertible Promissory Note, dated October 1, 1999.
 
 5.1*      Opinion of Cooley Godward LLP, counsel to Omnicell.com.
 
10.1       Real Property Lease, dated September 24, 1999, between W.F.
           Baton & Co., Inc. and Omnicell.com, as amended.
 
10.2       Real Property Lease, effective July 1, 1999, between
           Omnicell.com and Amli Commercial Properties Limited
           Partnership.
 
10.3       Real Property Lease, dated April 3, 1996, between O'Donnell
           Palo Alto Associates and Omnicell.com.
 
10.4       Real Property Lease, dated March 25, 1994, between W.F.
           Batton & Co., Inc. and Omnicell.com, as amended.
 
10.5       Master Assignment Agreement and Master Sales Agreement,
           dated September 29, 1994, between Americorp Financial, Inc.
           and Omnicell.com, as amended.
 
10.6       Group Purchasing Agreement, effective June 1, 1997, between
           Premier Purchasing Partners, L.P., and Omnicell.com.
 
10.7       Letter Agreement, dated June 27, 1997, between the
           University Health System Consortium Services Corporation and
           Omnicell.com.
 
10.8       Federal Supply Schedule Contract No. V797P-3406k, effective
           August 7, 1997, between the Department of Veterans Affairs
           and Omnicell.com.
 
10.9       Asset Purchase Agreement dated December 18, 1998, between
           Omnicell.com and Baxter Healthcare Corporation, as amended.
 
10.10      Loan and Security Agreement and Standby Facility Agreement,
           dated January 27, 2000, between Silicon Valley bank and
           Omnicell.com.
 
10.11**    Vertical Hosted License Agreement, dated August 21, 1999,
           between Omnicell.com and Commerce One, as amended.
</TABLE>

 

<PAGE>
 

<TABLE>
<CAPTION>
EXHIBIT
NUMBER                       DESCRIPTION OF DOCUMENT
-------    ------------------------------------------------------------
<S>        <C>
10.12      Form of Director and Officer Indemnification Agreement.
 
10.13      1992 Equity Incentive Plan, as amended.
 
10.14      1995 Management Stock Option Plan.
 
10.15      1997 Employee Stock Purchase Plan, as amended.
 
10.16      1999 Equity Incentive Plan, as amended.
 
10.17      Program Agreement, dated June 7, 1999, between General
           Electric Company and Omnicell.com.
 
10.18      Employment Agreement, dated December 13, 1993, between
           Omnicell.com and Sheldon D. Asher.
 
10.19**    Strategic Alliance Agreement, dated April 17, 2000, between
           Omnicell.com and PricewaterhouseCoopers LLP.
 
21.1       Subsidiaries of Omnicell.com
 
23.1       Consent of Ernst & Young LLP, independent auditors.
 
23.2*      Consent of Cooley Godward LLP. Reference is made to
           Exhibit 5.1.
 
24.1       Powers of Attorney. Reference is made to Page II-5.
 
27.1       Financial Data Schedule.
</TABLE>

 
------------------------
 
*   To be filed by amendment.
 
**  Confidential treatment requested.





<PAGE>

                              AMENDED AND RESTATED

                            ARTICLES OF INCORPORATION

                                       OF

                                  OMNICELL.COM

         Randall Lipps and Robert J. Brigham certify that:

         1. They are the Chairman of the Board and Assistant Secretary,
respectively, of OmniCell.com, a California corporation.

         2. The Articles of Incorporation of the Corporation are amended and
restated in full to read as follows:

                                       "I

         The name of the Corporation is OmniCell.com.

                                       II

         The purpose of the Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of California other than the banking business, the trust company business or
the practice of a profession permitted to be incorporated by the California
Corporations Code.

                                       III

         The Corporation is authorized to issue two classes of shares to be
designated respectively Common Stock and Preferred Stock. The total number of
shares of Common Stock the Corporation shall have authority to issue is
35,000,000 and the total number of shares of Preferred Stock the Corporation
shall have authority to issue is 18,500,000. The Preferred Stock may be issued
from time to time in one or more series. The Board of Directors is authorized to
fix the number of shares of any series of Preferred
 Stock and, subject to the
rights of existing shareholders set forth in Article IV, Section 6, to determine
or alter the rights, preferences, privileges, and restrictions granted to or
imposed upon any wholly unissued series of Preferred Stock and, within the
limits and restrictions stated in any resolution or resolutions of the Board of
Directors originally fixing the number of shares constituting any series of
Preferred Stock, to increase or decrease (but not below the number of shares of
any such series then outstanding) the number of shares of any such series
subsequent to the issue of shares of that series (subject to the provisions of
Section 6 of Article IV hereof).

         The Common Stock shall be divided into two series, to be designated,
respectively, Class A Voting Common Stock, consisting of 32,500,000 shares
("Class A Common"), and Class B Non-voting Common Stock, consisting of 2,500,000
shares ("Class B Common").


<PAGE>

         The first series of Preferred Stock shall be designated Series A
Preferred Stock ("Series A Preferred") and shall consist of 480,000 shares. The
second series of Preferred Stock shall be designated Series B Preferred Stock
("Series B Preferred") and shall consist of 320,666 shares. The third series of
Preferred Stock shall be designated Series C Preferred Stock ("Series C
Preferred") and shall consist of 1,700,000 shares. The fourth series of
Preferred Stock shall be designated Series D Preferred Stock ("Series D
Preferred") and shall consist of 1,328,000 shares. The fifth series of Preferred
Stock shall be designated Series E Preferred Stock ("Series E Preferred") and
shall consist of 1,966,000 shares. The sixth series of Preferred Stock shall be
designated Series F Preferred Stock ("Series F Preferred") and shall consist of
2,000,000 shares. The seventh series of Preferred Stock shall be designated
Series G Preferred Stock ("Series G Preferred") and shall consist of 1,000,000
shares. The eighth series of Preferred Stock shall be designated Series H
Preferred Stock ("Series H Preferred") and shall consist of 4,000,000 shares.
The ninth series of Preferred Stock shall be designated Series J Preferred Stock
("Series J Preferred") and shall consist of 1,802,000 shares. The tenth series
of Preferred Stock shall be designated Series K Preferred Stock ("Series K
Preferred") and shall consist of 2,105,263 shares. The Series A Preferred, the
Series B Preferred, the Series C Preferred, the Series D Preferred, the Series E
Preferred, the Series F Preferred, Series G Preferred, Series H Preferred,
Series J Preferred and Series K Preferred shall be referred to as the
"Preferred."

                                       IV

         The relative rights, preferences, privileges and restrictions granted
to or imposed on the respective classes of the shares of capital stock or the
holders thereof are as follows:

         1. DIVIDENDS.

                  (a) The holders of the Series J Preferred shall be entitled to
receive in any fiscal year, when and as declared by the Board of Directors, out
of any assets legally available therefore, dividends in cash at an annual rate
of $1.12 per share (as adjusted for any stock dividends, combinations,
consolidations or splits with respect to such shares). The right to such
dividends shall not be cumulative and no right shall accrue to holders of Series
J Preferred by reason of the fact that dividends on such shares were not
declared in any prior year, nor shall any undeclared dividends bear or accrue
interest. Such dividends shall be prior and in preference to any declaration or
payment of any dividend, (payable other than in common stock) on the Series A
Preferred, Series B Preferred, Series C Preferred, Series D Preferred, Series E
Preferred, Series F Preferred, Series G Preferred, Series H Preferred, Series K
Preferred, or Common Stock. No dividend may be paid on the Series A Preferred,
the Series B Preferred, the Series C Preferred, the Series D Preferred, the
Series E Preferred, the Series F Preferred, the Series G Preferred, the Series H
Preferred, Series K Preferred or the Common Stock unless and until any and all
dividends have been paid to the Series J Preferred.

                  (b) After payment of all required dividends required to the
holders of Series J Preferred, the holders of outstanding Series A Preferred,
Series B Preferred, Series C Preferred, Series D Preferred, Series E Preferred,
Series F Preferred, Series G Preferred, Series H Preferred, and Series K
Preferred shall be entitled to receive in any fiscal year, when and as 


<PAGE>

declared by the Board of Directors, out of any assets at the time legally
available therefor, dividends in cash at an annual rate of $0.02 per share of
Series A Preferred, $0.03 per share of Series B Preferred, $0.048 per share of
Series C Preferred, $0.085 per share of Series D Preferred, $0.265 per share of
Series E Preferred, $0.49 per share of Series F Preferred, $0.49 per share of
Series G Preferred, $0.29 per share of Series H Preferred, and $0.76 per share
of Series K Preferred (as adjusted for any stock dividends, combinations,
consolidations or splits with respect to such shares). Such dividends may be
payable quarterly or otherwise as the Board of Directors may from time to time
determine. The right to such dividends shall not be cumulative and no right
shall accrue to holders of such Preferred by reason of the fact that dividends
on such shares were not declared in any prior year, nor shall any undeclared
dividends bear or accrue interest.

                  (c) Any partial payment of such dividends to the holders of
the Series A Preferred, Series B Preferred, Series C Preferred, Series D
Preferred, Series E Preferred, Series F Preferred, Series G Preferred, Series H
Preferred and Series K Preferred shall be made in proportion to the amount each
such holder would be entitled to receive as set forth above if such amounts were
paid in full. Dividends other than dividends payable solely in Common Stock may
be declared or paid upon shares of Common Stock in any fiscal year of the
Corporation only if dividends at the annual rates set forth above shall have
been paid or declared and set apart upon all shares of Preferred for such fiscal
year. No dividend shall be declared or paid with respect to the Common Stock
unless at the same time an equivalent dividend is declared or paid with respect
to the Preferred on an as-if-converted to Common Stock basis. Any declared but
unpaid dividends on the Preferred shall be paid upon the conversion of such
shares into Common Stock either (at the option of the Corporation) by payment of
cash or by the issuance of additional shares of Common Stock based upon the fair
market value of the Common Stock at the time of conversion, as determined by the
Board of Directors. No dividend payable in Common Stock shall be declared or
paid with respect to any series of Preferred unless at the same time a similar
dividend is declared or paid to all series of Preferred on an as-if-converted to
Common Stock basis, such that the holders of no series of Preferred shall hold a
greater proportion of the Corporation's Common Stock following such dividend (on
an as-if converted basis) than immediately prior to such dividend.

         2. LIQUIDATION PREFERENCE. In the event of any liquidation,
dissolution, or winding up of the Corporation, either voluntary or involuntary,
distributions to the shareholders of the Corporation shall be made in the
following manner:

                  (a) Holders of the Series J Preferred shall be entitled to
receive, prior and in preference to any distribution of any of the assets or
surplus funds of the Corporation to the holders of the Series A Preferred,
Series B Preferred, Series C Preferred, Series D Preferred, Series E Preferred,
Series F Preferred, Series G Preferred, Series H Preferred, Series K Preferred
or Common Stock by reason of their ownership thereof, the amount of $14.03274
per share (as adjusted for any stock dividends, combinations, consolidations or
splits with respect to such shares), plus all accrued or declared but unpaid
dividends on such share for each share of Series J Preferred then held by them.
If the assets and funds thus distributed among the holders of Series J Preferred
shall be insufficient to permit the payment to such holders of the full
aforesaid preferential amount, then the entire assets and funds of the
Corporation legally available for distribution shall be distributed among the
holders of Series J Preferred in proportion to the full preferential amount each
such holder is otherwise entitled to receive.


<PAGE>

                  (b) Subject to the payment in full of the liquidation
preferences with respect to the Series J Preferred as provided in Section 2(a)
above, the holders of the Series A Preferred, Series B Preferred, Series C
Preferred, Series D Preferred, Series E Preferred, Series F Preferred, Series G
Preferred, Series H Preferred and Series K Preferred shall be entitled to
receive, prior and in preference to any distribution of any of the assets or
surplus funds of the Corporation to the holders of the Common Stock by reason of
their ownership of such stock, the amount of $0.25 per share for each share of
Series A Preferred then held by them, $0.375 per share for each share of Series
B Preferred then held by them, $0.60 per share for each share of Series C
Preferred then held by them, $1.085 per share for each share of Series D
Preferred then held by them, $3.30 per share of Series E Preferred then held by
them, $6.15 per share of Series F Preferred then held by them, $6.15 per share
of Series G Preferred then held by them, $3.68 per share of Series H Preferred
then held by them, and, for the holders of Series K Preferred, the greater of
(i) $9.50 per share of Series K Preferred then held by them and (ii) the amount
per share of Series K Preferred they would have received if they had converted
their Series K Preferred into Common Stock immediately prior to the liquidation,
adjusted for any stock dividends, combinations, consolidations, or splits with
respect to such shares and, in addition, an amount equal to all declared but
unpaid dividends on the Series A Preferred, Series B Preferred, Series C
Preferred, Series D Preferred, Series E Preferred, Series F Preferred, Series G
Preferred, Series H Preferred and Series K Preferred. If the assets and funds
thus distributed among the holders of Preferred shall be insufficient to permit
the payment to such holders of the full aforesaid preferential amount, then the
entire assets and funds of the Corporation remaining after payment in full of
the liquidation preference set forth in Section 2(a) and legally available for
distribution shall be distributed among the holders of Preferred in proportion
to the full preferential amount each such holder is otherwise entitled to
receive. After payment has been made to the holders of Preferred of the full
amounts to which they shall be entitled as aforesaid, the holders of the Common
Stock shall be entitled to receive ratably on a per-share basis all the
remaining assets.

                  (c) For purposes of this Section 2, a merger or consolidation
of the Corporation with or into any other corporation or corporations, or the
merger of any other corporation or corporations into the Corporation, in which
the shareholders of the Corporation receive distributions in cash or securities
of another corporation or corporations as a result of such consolidation or
merger, any transaction or series of related transactions to which the Company
is a party in which excess of fifty percent (50%) of the Company's voting power
is transferred, or a sale of all or substantially all of the assets of the
Corporation (collectively, a "Change in Control"), shall be treated as a
liquidation, dissolution or winding up of the Corporation.

         Any securities to be delivered to the holders of the Preferred pursuant
to this subsection (c) shall be valued as follows:

                           (i) Securities not subject to investment letter or
other similar restrictions on free marketability:


<PAGE>

                                    (A) If traded on a securities exchange or
the Nasdaq National Market System, the value shall be deemed to be the average
of the closing prices of the securities on such exchange or system over the
30-day period ending three (3) days prior to the closing;

                                    (B) If actively traded over-the-counter, the
value shall be deemed to be the average of the closing bid prices over the
30-day period ending three (3) days prior to the closing; and

                                    (C) If there is no active public market, the
value shall be the fair market value thereof, as determined in good faith by the
Board of Directors of the Corporation.

                           (ii) The method of valuation of securities subject to
investment letter or other restrictions on free marketability shall be to make
an appropriate discount from the market value determined as above in (i)(A),(B)
or (C) to reflect the approximate fair market value thereof, as determined in
good faith by the Board of Directors of the Corporation.

         The Corporation shall give each holder of record of shares of Preferred
written notice of an impending transaction described in this subsection 2(c) not
later than twenty (20) days prior to the shareholders meeting called to approve
such transaction, or twenty (20) days prior to the closing of such transaction,
whichever is earlier, and shall also notify such holders in writing of the final
approval of such transaction. The first of such notices shall describe the
material terms and conditions of the impending transaction and the provisions of
this section 2(c) and the Corporation shall thereafter give such holders prompt
notice of any material changes. The transaction shall in no event take place
sooner than twenty (20) days after the Corporation has given the first notice
provided for herein or sooner than ten (10) days after the corporation has given
notice of any material changes provided for herein; provided, however, that such
periods may be shortened upon the written consent of the holders of shares of
Preferred Stock which is entitled to such notice rights or similar notice rights
and which represents at least a majority of the voting power of all then
outstanding shares of such shares of Preferred Stock.

                  (d) As authorized by Section 402.5(c) of the California
Corporations Code, the provisions of Sections 502 and 503 of the California
Corporations Code shall not apply with respect to repurchase by the Corporation
of shares of Common Stock issued to or held by employees or consultants of the
Corporation or its subsidiaries upon termination of their employment or services
pursuant to agreement providing for the right of said repurchase.

         3. VOTING RIGHTS.

                  (a) Except as otherwise required by law or by Section 3(b)
hereof, the holder of each share of Common Stock issued and outstanding shall
have one vote and each holder of shares of Preferred shall be entitled to the
number of votes equal to the number of shares of Common Stock into which such
shares of Preferred could be converted at the record date for determination of
the shareholders entitled to vote on such matters, or, if no such record date is
established, at the date such vote is taken or any written consent of
shareholders is solicited, such 


<PAGE>

votes to be counted together with all other shares of stock of the Corporation
having general voting power and not separately as a class except as otherwise
provided herein or by law. Fractional votes by the holders of Preferred shall
not, however, be permitted and any fractional voting rights shall (after
aggregating all shares into which shares of the Preferred held by each holder
could be converted) be rounded to the nearest whole number. Holders of Common
Stock and the Preferred shall be entitled to notice of any shareholders' meeting
in accordance with the Bylaws of the Corporation.

                  (b) Notwithstanding Section 3(a) above, the Class B Common
shall not have any voting rights except as required by law.

                  (c) At each annual or special meeting called for the purpose
of electing directors, the holders of Series E Preferred, voting together as a
class, shall be entitled to elect one (1) director of the Corporation, the
holders of Series H Preferred, voting together as a class, shall be entitled to
elect one (1) director of the Corporation and the holders of Series K Preferred,
voting together as a class, shall be entitled to elect one (1) director of the
Corporation. Subject to the restrictions of Section 3(b) above, all remaining
directors shall be elected by the holders of the Common Stock and the Preferred
Stock (on an as-converted basis) voting together as a single class. In the case
of a vacancy in the office of director elected by the holders of (i) Series E
Preferred, (ii) Series H Preferred, or (iii) Series K Preferred, a successor
shall be elected to hold office for the unexpired term of such director by the
affirmative vote of the majority of the shares of such holders of (i) Series E
Preferred, (ii) Series H Preferred, or (iii) Series K Preferred, respectively.
In the case of any vacancies in the office of the remaining directors elected by
holders of the Common Stock and the Preferred Stock (on an as-converted basis),
voting together as a class, any successor shall be elected to hold office for
the unexpired term of such director by the affirmative vote of the majority of
the shares of such holders of Common and Preferred Stock. Subject to Section 303
of the California Corporations Code, any director who shall have been elected by
holders of (i) Series E Preferred, (ii) Series H Preferred, (iii) Series K
Preferred, or (iv) Common Stock and Preferred Stock, may be removed during the
aforesaid term of office, either for or without cause by, and only by, the
affirmative vote of the holders of a majority of (i) Series E Preferred, (ii)
Series H Preferred, (iii) Series K Preferred, or (iv) Common Stock and Preferred
Stock, respectively, given at a special meeting of the shareholders duly called
or by an action by written consent for that purpose, and any such vacancy
thereby created may be filled by the vote of the holders of a majority of (i)
Series E Preferred, (ii) Series H Preferred, (iii) Series K Preferred, or (iv)
Common Stock and Preferred Stock, respectively, at such meeting or in such
consent.

         4. CONVERSION. The holders of the Preferred have conversion rights as
follows (the "Conversion Rights"):

                  (a) RIGHT TO CONVERT. Each share of Series A Preferred, Series
B Preferred, Series C Preferred, Series D Preferred, Series E Preferred, Series
F Preferred, Series G Preferred, Series H Preferred, Series J Preferred and
Series K Preferred shall be convertible, at the option of the holder thereof, at
any time after the date of issuance of such share at the office of the
Corporation or any transfer agent for the Preferred, into such number of fully
paid and 


<PAGE>

nonassessable shares of Class A Common as is determined by dividing the
Conversion Price for such series of Preferred (determined as hereinafter
provided) in effect at the time of the conversion into the "Conversion Value"
per share of such series of Preferred. The number of shares of Class A Common
into which each series of Preferred is convertible is hereinafter referred to as
the "Conversion Rate" for such series. The Conversion Price per share of (i)
Series A Preferred shall be $0.25, (ii) Series B Preferred shall be $0.375,
(iii) Series C Preferred shall be $0.60, (iv) Series D Preferred shall be
$1.085, (v) Series E Preferred shall be $3.30, (vi) Series F Preferred shall be
$5.555874, (vii) Series G Preferred shall be $6.15, (viii) Series H Preferred
shall be $3.68, (ix) Series J Preferred shall be $14.03274, and (x) Series K
Preferred shall be $9.50. The Conversion Value per share of (i) Series A
Preferred shall be $0.25, (ii) Series B Preferred shall be $0.375, (iii) Series
C Preferred shall be $0.60, (iv) Series D Preferred shall be $1.085, (v) Series
E Preferred shall be $3.30, (vi) Series F Preferred shall be $6.15, (vii) Series
G Preferred shall be $6.15, (viii) Series H Preferred shall be $3.68, (ix)
Series J Preferred shall be $14.03274, and (x) Series K Preferred shall be
$9.50. The Conversion Price for each series of Preferred shall be subject to
adjustment as hereinafter provided.

                  (b) AUTOMATIC CONVERSION. Each share of Preferred shall
automatically be converted into shares of Class A Common at the then effective
Conversion Price upon the closing of a firm commitment underwritten public
offering pursuant to an effective registration statement under the Securities
Act of 1933, as amended, covering the offer and sale of Common Stock for the
account of the Corporation to the public (an "Initial Public Offering") at a
price per share (prior to deduction of underwriter commissions and offering
expenses) of not less than $7.36 per share (appropriately adjusted for any stock
dividends, stock splits, combinations, recapitalizations or similar events) and
an aggregate offering price to the public of not less than $10,000,000 (prior to
deduction of underwriter commissions and offering expenses).

                  (c) MECHANICS OF CONVERSION. No fractional shares of Common
Stock shall be issued upon conversion of shares of Preferred. In lieu of any
fractional shares to which the holder would otherwise be entitled, the
Corporation shall pay cash equal to such fraction multiplied by the then
effective Conversion Price. Before any holder of Preferred shall be entitled to
convert the same into full shares of Common Stock and to receive certificates
therefor, he shall surrender the certificate or certificates therefor, duly
endorsed, at the office of the Corporation or of any transfer agent for the
Preferred, and shall give written notice to the Corporation at such office that
he elects to convert the same; provided, however, that in the event of an
automatic conversion pursuant to Section 4(b), the outstanding shares of
Preferred shall be converted automatically without any further action by the
holders of such shares and whether or not the certificates representing such
shares are surrendered to the Corporation or its transfer agent, and provided
further that the Corporation shall not be obligated to issue certificates
evidencing the shares of Common Stock issuable upon such automatic conversion
unless the certificates evidencing such shares of Preferred are either delivered
to the Corporation or its transfer agent as provided above, or the holder
notifies the Corporation or its transfer agent that such certificates have been
lost, stolen or destroyed and executes an agreement reasonably satisfactory to
the Corporation to indemnify the Corporation from any loss incurred by it in
connection with the theft, loss or destruction of such certificates. The
Corporation shall, as soon as practicable after delivery of such certificates,
or such agreement and indemnification in the 


<PAGE>

case of a lost certificate, issue and deliver at such office to such holder of
Preferred, a certificate or certificates for the number of shares of Common
Stock to which he shall be entitled as aforesaid and a check payable to the
holder in the amount of any cash amounts payable as the result of a conversion
into fractional shares of Common Stock. Such conversion shall be deemed to have
been made immediately prior to the close of business on the date of such
surrender of the shares of Preferred to be converted, or in the case of
automatic conversion on the date of closing of the offering, and the person or
persons entitled to receive the shares of Common Stock issuable upon such
conversion shall be treated for all purposes as the record holder or holders of
such shares of Common Stock on such date.

                  (d) ADJUSTMENTS TO CONVERSION PRICE FOR DILUTIVE ISSUES.

                           (i) SPECIAL DEFINITIONS. For purposes of this Section
4(d), the following definitions shall apply:

                                    (1) "OPTIONS" shall mean rights, options or
warrants to subscribe for, purchase or otherwise acquire either Common Stock or
Convertible Securities.

                                    (2) "ORIGINAL ISSUE DATE" shall mean June
11, 1996.

                                    (3) "CONVERTIBLE SECURITIES" shall mean any
evidences of indebtedness, shares (other than the Common Stock) or other
securities convertible into or exchangeable for Common Stock.

                                    (4) "ADDITIONAL SHARES OF COMMON STOCK"
shall mean all shares of Common Stock issued (or, pursuant to Section 4(d)(ii),
deemed to be issued) by the Corporation after the Original Issue Date, other
than shares of Common Stock issued or issuable at any time:

                                             (A) upon conversion of the shares
of Preferred authorized herein;

                                             (B) (i) to officers, directors, and
employees of, and consultants to, the Corporation to be designated pursuant to
plans and arrangements approved by the Board of Directors; and (ii) to lending
or leasing institutions approved by the Board of Directors, provided that the
aggregate of (i) and (ii) do not exceed more that 4,058,821 shares (net of
shares repurchased and Options expiring unexercised), appropriately adjusted for
stock splits, combinations, stock dividends, recapitalizations, or similar
events (provided that any shares repurchased by the Corporation from employees,
officers, directors and consultants pursuant to the terms of stock repurchase
agreements approved by the Board of Directors, or Options which terminate
unexercised, shall not, unless reissued, be counted as issued for purposes of
this calculation);

                                             (C) as a dividend or distribution
on Preferred or any event for which adjustment is made pursuant to Section 4(e)
hereof;


<PAGE>

                                             (D) by way of dividend or other
distribution on shares of Common Stock excluded from the definition of
Additional Shares of Common Stock by the foregoing clauses (A), (B), or (C).

                           (ii) DEEMED ISSUE OF ADDITIONAL SHARES OF COMMON
STOCK. In the event the Corporation at any time or from time to time after the
Original Issue Date shall issue any Options or Convertible Securities or shall
fix a record date for the determination of holders of any class of securities
entitled to receive any such Options or Convertible Securities, then the maximum
number of shares (as set forth in the instrument relating thereto assuming the
satisfaction of any conditions to exercisability, including without limitation,
the passage of time and without regard to any provisions contained therein for a
subsequent adjustment of such number) of Common Stock issuable upon the exercise
of such Options or, in the case of Convertible Securities and Options therefor,
the conversion or exchange of such Convertible Securities, shall be deemed to be
Additional Shares of Common Stock issued as of the time of such issue or, in
case such a record date shall have been fixed, as of the close of business on
such record date, provided that Additional Shares of Common Stock shall not be
deemed to have been issued unless the consideration per share (determined
pursuant to Section 4(d)(iv) hereof) of such Additional Shares of Common Stock
would be less than the Conversion Price for such series in effect on the date of
and immediately prior to such issue, or such record date, as the case may be,
and provided further that in any such case in which Additional Shares of Common
Stock are deemed to be issued:

                                    (1) no further adjustment in the Conversion
Price shall be made upon the subsequent issue of Convertible Securities or
shares of Common Stock upon the exercise of such Options or conversion or
exchange of such Convertible Securities;

                                    (2) if such Options or Convertible
Securities by their terms provide, with the passage of time or otherwise, for
any increase or decrease in the consideration payable to the Corporation, or in
the number of shares of Common Stock issuable, upon the exercise, conversion or
exchange thereof, the Conversion Price computed upon the original issue thereof
(or upon the occurrence of a record date with respect thereto), and any
subsequent adjustments based thereon, shall, upon any such increase or decrease
becoming effective, be recomputed to reflect such increase or decrease insofar
as it affects such Options or the rights of conversion or exchange under such
Convertible Securities;

                                    (3) upon the expiration of any such Options
or any rights of conversion or exchange under such Convertible Securities which
shall not have been exercised, the Conversion Price computed upon the original
issue thereof (or upon the occurrence of a record date with respect thereto),
and any subsequent adjustments based thereon, shall, upon such expiration, be
recomputed as if,

                                             (A) in the case of Convertible
Securities or Options for Common Stock, the only Additional Shares of Common
Stock issued were shares of Common Stock, if any, actually issued upon the
exercise of such Options or the conversion or exchange of such Convertible
Securities and the consideration received therefor was the consideration 


<PAGE>

actually received by the Corporation for the issue of all such Options, 
whether or not exercised, plus the consideration actually received by the 
Corporation upon such exercise, or for the issue of all such Convertible 
Securities which were actually converted or exchanged, plus the additional 
consideration, if any, actually received by the Corporation upon such 
conversion or exchange, and

                                            (B) in the case of Options for
Convertible Securities, only the Convertible Securities, if any, actually issued
upon the exercise thereof were issued at the time of issue of such Options, and
the consideration received by the Corporation for the Additional Shares of
Common Stock deemed to have been then issued was the consideration actually
received by the Corporation for the issue of all such Options, whether or not
exercised, plus the consideration deemed to have been received by the
Corporation upon the issue of the Convertible Securities with respect to which
such Options were actually exercised;

                                    (4) no readjustment pursuant to clause (2)
or (3) above shall have the effect of increasing the Conversion Price to an
amount which exceeds the lower of (i) the Conversion Price on the original
adjustment date, or (ii) the Conversion Price that would have resulted from any
issuance of Additional Shares of Common Stock between the original adjustment
date and such readjustment date; and

                                    (5) in the case of any Options which expire
by their terms not more than 90 days after the date of issue thereof, no
adjustment of the Conversion Price shall be made until the expiration or
exercise of all such Options.

                            (iii) ADJUSTMENT OF CONVERSION PRICE UPON ISSUANCE
OF ADDITIONAL SHARES OF COMMON STOCK.

                                    (1) SERIES E PREFERRED, SERIES F 
PREFERRED AND SERIES H PREFERRED, SERIES J PREFERRED AND SERIES K PREFERRED. 
In the event the Corporation shall issue Additional Shares of Common Stock 
(including Additional Shares of Common Stock deemed to be issued pursuant to 
Section 4(d)(ii)) after the Original Issue Date without consideration or for 
consideration per share less than the Conversion Price for (i) the Series E 
Preferred, (ii) the Series F Preferred, (iii) the Series H Preferred, (iv) 
the Series J Preferred, and/or (v) Series K Preferred, in effect on the date 
of and immediately prior to such issue, then and in such event, the 
Conversion Price for the (i) Series E Preferred, (ii) Series F Preferred, 
(iii) Series H Preferred, (iv) Series J Preferred, and/or (v) Series K 
Preferred, if the applicable consideration per share is less than the 
Conversion Price then in effect for such series of Series Preferred, shall be 
reduced, concurrently with such issue, to a price determined by multiplying 
such Conversion Price by a fraction, the numerator of which shall be the 
number of shares of Common Stock outstanding immediately prior to such issue 
(including all shares of Common Stock issuable upon conversion of the 
outstanding shares of Preferred and all shares of Common Stock reserved for 
future issuance by the Board of Directors of the Corporation) plus the number 
of shares of Common Stock which the aggregate consideration received by the 
Corporation for the total number of Additional Shares of Common Stock so 
issued would purchase at such Conversion Price; and the denominator of which 
shall be the number of shares of Common Stock outstanding immediately 


<PAGE>

prior to such issue (including all shares of Common Stock issuable upon 
conversion of the outstanding shares of Preferred and all shares of Common 
Stock reserved for future issuance by the Board of Directors of the 
Corporation) plus the number of such Additional Shares of Common Stock so 
issued. In the event the Conversion Price for the Series K Preferred shall be 
adjusted as a result of this Section 4(d)(iii), the Minimum Price (as defined 
below) shall also be adjusted by the same fraction used to adjust the 
Conversion Price for the Series K Preferred.

                                    (2) SERIES G PREFERRED. In the event the
Corporation shall issue Additional Shares of Common Stock (including Additional
Shares of Common Stock deemed to be issued pursuant to Section 4(d)(ii)) after
the Original Issue Date and on or prior to September 30, 1995 (the "Trigger
Date"), without consideration or for consideration per share less than the
Conversion Price for the Series G Preferred in effect on the date of and
immediately prior to such issue, then and in such event, the Conversion Price
for the Series G Preferred shall be reduced, concurrently with such issue, to a
price equal to the amount of consideration received by the Corporation per share
in such issuance. In the event this Corporation shall issue Additional Shares of
Common Stock (including Additional Shares of Common Stock deemed to be issued
pursuant to Section 4(d)(ii)) after the Trigger Date without consideration or
for consideration per share less than the Conversion Price of the Series G
Preferred in effect on the date of and immediately prior to such issue, then in
such event, the Conversion Price of Series G Preferred shall be reduced,
concurrently with such issue, to a price determined by multiplying such
Conversion Price by a fraction, the numerator of which shall be the number of
shares of Common Stock outstanding immediately prior to such issue (including
all shares of Common Stock issuable upon conversion of the outstanding Preferred
Stock and all shares of Common Stock received for future issuance by the Board
of Directors of the Corporation) plus the number of shares of Common Stock which
the aggregate consideration received by the Corporation for the total number of
Additional Shares of Common Stock so issued would purchase at such Conversion
Price; and the denominator of which shall be the number of shares of Common
Stock outstanding immediately prior to such issue (including all shares of
Common Stock issuable upon conversion of the outstanding Preferred Stock and all
shares of Common Stock reserved for future issuance by the Board of Directors of
the Corporation) plus the number of such Additional Shares of Common Stock so
issued.

                                    (3) SERIES J PREFERRED. In the event the
Corporation shall undertake an Initial Public Offering at certain per share
prices set forth below (appropriately adjusted for any stock dividends, stock
splits, combinations, recapitalizations or similar events), the Series J
Preferred will undergo a Conversion Price adjustment. If the price per share to
the public in the Initial Public Offering is equal to or less than $11.22 and
higher than $9.82, the Conversion Price will be adjusted to $12.38345 per share.
If the price per share to the public in the Initial Public Offering is equal to
or less than $9.82 and higher than $8.42, the Conversion Price will be adjusted
to $11.69611 per share. If the price per share to the public in the Initial
Public Offering is equal to or less than $8.42 and higher than $7.02, the
Conversion Price will be adjusted to $11.07622 per share. If the price per share
to the public in the Initial Public Offering is equal to or less than $7.02, the
Conversion Price will be adjusted to $10.52310 per share.


<PAGE>

                                    (4) SERIES K PREFERRED. In the event of (i)
an Initial Public Offering, (ii) a liquidation, dissolution, or winding up of
the Corporation, either voluntary or involuntary or (iii) a Change of Control
(collectively, a "Liquidity Event"), during the time periods and at the per
share prices set forth below (appropriately adjusted for any stock dividends,
stock splits, combinations, recapitalizations or similar events), the Series K
Preferred will undergo a Conversion Price adjustment. If the price per share (on
an if-as-converted to Common Stock basis) in the Liquidity Event (the "Liquidity
Price") is less than $21.11 per share, and the Liquidity Event occurs prior to
the first anniversary of the first issuance date of the Series K Preferred (the
"Series K Issuance Date"), the Conversion Price for the Series K Preferred will
be adjusted to forty-five percent (45%) of the Liquidity Price. If the Liquidity
Price is less than $27.14 per share and the Liquidity Event occurs after the
first anniversary and prior to the second anniversary of the Series K Issuance
Date, the Conversion Price will be adjusted to thirty-five percent (35%) of the
Liquidity Price. If the Liquidity Price is less than $38.00 per share and the
Liquidity Event occurs after the second anniversary of the Series K Issuance
Date, the Conversion Price will be adjusted to twenty-five percent (25%) of the
Liquidity Price. Notwithstanding the foregoing, in no event shall the minimum
Conversion price per share of the Series K Preferred be adjusted below $5.00 per
share (appropriately adjusted under Section 4(d)(iii)(1) and for any stock
dividends, stock splits, combinations, recapitalizations or similar events) (the
"Minimum Price").

                           (iv) DETERMINATION OF CONSIDERATION. For purposes of
this Section 4(d), the consideration received by the Corporation for the issue
of any Additional Shares of Common Stock shall be computed as follows:

                                    (1) CASH AND PROPERTY. Such consideration
shall:

                                             (A) insofar as it consists of cash,
be computed at the aggregate amount of cash received by the Corporation
excluding amounts paid or payable for accrued interest or accrued dividends;

                                             (B) insofar as it consists of
property other than cash, be computed at the fair value thereof at the time of
such issue, as determined in good faith by the Board irrespective of any
accounting treatment; and

                                             (C) in the event Additional Shares
of Common Stock are issued together with other shares or securities or other
assets of the Corporation for consideration which covers both, be the proportion
of such consideration so received, computed as provided in clauses (A) and (B)
above, as determined in good faith by the Board.

                                    (2) OPTIONS AND CONVERTIBLE SECURITIES. The
consideration per share received by the Corporation for Additional Shares of
Common Stock deemed to have been issued pursuant to Section 4(d)(ii), relating
to Options and Convertible Securities, shall be determined by dividing


<PAGE>

                                             (x) the total amount, if any,
received or receivable by the Corporation as consideration for the issue of such
Options or Convertible Securities, plus the minimum aggregate amount of
additional consideration (as set forth in the instruments relating thereto,
without regard to any provision contained therein for a subsequent adjustment of
such consideration) payable to the Corporation upon the exercise of such Options
or the conversion or exchange of such Convertible Securities, or in the case of
Options for Convertible Securities, the exercise of such Options for Convertible
Securities and the conversion or exchange of such Convertible Securities by

                                             (y) the maximum number of shares of
Common Stock (as set forth in the instruments relating thereto, without regard
to any provision contained therein for a subsequent adjustment of such number)
issuable upon the exercise of such Options or the conversion or exchange of such
Convertible Securities.

                           (e) ADJUSTMENTS TO CONVERSION PRICE.

                                    (i) ADJUSTMENTS FOR STOCK DIVIDENDS,
SUBDIVISIONS, COMBINATIONS OR CONSOLIDATION OF COMMON STOCK. In the event the
outstanding shares of Common Stock shall be, after the Original Issue Date,
subdivided (by stock split or otherwise) into a greater number of shares of
Common Stock, or the Corporation shall declare or pay any dividend on the Common
Stock payable in Common Stock, the Conversion Price for each series then in
effect shall, concurrently with the effectiveness of such subdivision or stock
dividend, be proportionately decreased based on the ratio of (i) the number of
shares of Common Stock outstanding immediately prior to such subdivision or
stock dividend to (ii) the number of shares of Common Stock outstanding
immediately after such subdivision or stock dividend. In the event the
outstanding shares of Common Stock shall, after the Original Issue Date, be
combined or consolidated, by reclassification or otherwise, into a lesser number
of shares of Common Stock, the Conversion Price for each series then in effect
shall, concurrently with the effectiveness of such combination or consolidation,
be proportionately increased on the same basis as set forth above.

                                    (ii) ADJUSTMENTS FOR OTHER DISTRIBUTIONS. In
the event the Corporation at any time or from time to time, after the Original
Issue Date, makes, or fixes a record date for the determination of holders of
Common Stock entitled to receive any distribution payable in securities of the
Corporation other than shares of Common Stock and other than as otherwise
adjusted in this Section 4 or as otherwise provided in Section 2, then and in
each such event provision shall be made so that the holders of Preferred shall
receive upon conversion thereof, in addition to the number of shares of Common
Stock receivable thereupon, the amount of securities of the Corporation which
they would have received had their shares of Preferred been converted into
Common Stock on the date of such event and had they thereafter, during the
period from the date of such event to and including the date of conversion,
retained such securities receivable by them as aforesaid during such period,
subject to all other adjustments called for during such period under this
Section 4 with respect to the rights of the holders of the Preferred.


<PAGE>

                                    (iii) ADJUSTMENTS FOR RECLASSIFICATION,
EXCHANGE AND SUBSTITUTION. If the Common Stock issuable upon conversion of
shares of Preferred shall, after the Original Issue Date, be changed into the
same or a different number of shares of any other class or classes of stock,
whether by capital reorganization, reclassification or otherwise (other than a
subdivision or combination of shares provided for above), the Conversion Price
then in effect shall, concurrently with the effectiveness of such reorganization
or reclassification, be proportionately adjusted such that the shares of
Preferred shall be convertible into, in lieu of the number of shares of Common
Stock which the holders would otherwise have been entitled to receive, a number
of shares of such other class or classes of stock equivalent to the number of
shares of Common Stock that would have been subject to receipt by the holders
upon conversion of the Preferred immediately before that change.

                           (f) NO IMPAIRMENT. Except as permitted by Section 6,
the Corporation will not, by amendment of its Articles of Incorporation or
through any reorganization, transfer of assets, consolidation, merger,
dissolution, issue or sale of securities or any other voluntary action, avoid or
seek to avoid the observance or performance of any of the terms to be observed
or performed hereunder by the Corporation but will at all times in good faith
assist in the carrying out of all the provisions of this Section 4 and in the
taking of all such action as may be necessary or appropriate in order to protect
the Conversion Rights of the holders of Preferred against impairment, including
setting aside and reserving for future issuance upon conversion of the
outstanding shares of Preferred the number of shares of Common Stock issuable
upon such conversion.

                           (g) CERTIFICATE AS TO ADJUSTMENTS. Upon the
occurrence of each adjustment or readjustment of the Conversion Price for a
series of Preferred pursuant to this Section 4, the Corporation at its expense
shall promptly compute such adjustment or readjustment in accordance with the
terms hereof and furnish to each holder of such series of Preferred a
certificate setting forth such adjustment or readjustment and showing in detail
the facts upon which such adjustment or readjustment is based. The Corporation
shall, upon the written request at any time of any holder of such series of
Preferred, furnish or cause to be furnished to such holder a like certificate
setting forth (i) such adjustments and readjustments, (ii) the Conversion Price
in effect at the time for such series, and (iii) the number of shares of Common
Stock and the amount, if any, of other property which at the time would be
received upon the conversion of such series of Preferred.

                           (h) NOTICES OF RECORD DATE. In the event that the
Corporation shall propose at any time:

                                    (i) to declare any dividend or distribution
upon its Common Stock, whether in cash, property, stock or other securities,
whether or not a regular cash dividend and whether or not out of earnings or
earned surplus;

                                    (ii) to offer for subscription pro rata to
the holders of any class or series of its stock any additional shares of stock
of any class or series or any other similar rights;


<PAGE>

                                    (iii) to effect any reclassification or
recapitalization of its Common Stock outstanding which results in a change in
the Common Stock; or

                                    (iv) to merge or consolidate with or into
any other corporation, or sell, lease or convey all or substantially all its
property or business, or to liquidate, dissolve or wind up;

                                    Then, in connection with each such event,
the Corporation shall send to the holders of the Preferred:

                                             (1) at least 20 days' prior written
notice of the date on which a record shall be taken for such dividend,
distribution or subscription rights (and specifying the date on which the
holders of Common Stock shall be entitled thereto) or for determining rights to
vote on the matters referred to in (iii) and (iv) above; and

                                             (2) in the case of the matters
referred to in (iii) and (iv) above, at least 20 days' prior written notice of
the date when the same shall take place and specifying the date on which the
holders of Common Stock shall be entitled to exchange their Common Stock for
securities or other property deliverable upon the occurrence of such event or
the record date for the determination of such holders if such record date is
earlier.

         Each such written notice shall be delivered personally or given by
first class mail, postage prepaid, addressed to the holders of the Preferred at
the address for each such holder as shown on the books of the Corporation.

         5. REDEMPTION OF SERIES J PREFERRED.

                  (a) At the option of the holder thereof to be exercised not
less than sixty (60) days prior to the date of first redemption, the Corporation
shall redeem, from any source of funds legally available therefor, the Series J
Preferred in ten equal quarterly installments beginning not earlier than
December 31, 1998, and continuing thereafter on the same day of the month, on a
quarterly basis, (each a "Series J Redemption Date") until the remaining Series
J Preferred outstanding shall be redeemed. The Corporation shall effect such
redemptions on the applicable Series J Preferred Redemption by paying in cash in
exchange for the shares of Series J Preferred to be redeemed a sum equal to
$14.03274 per share of Series J Preferred (as adjusted for any stock dividends,
combinations or splits or other adjustments pursuant to Section 4 with respect
to such shares) plus all declared but unpaid dividends on such shares (the
"Series J Redemption Price").

                  (b) The Corporation shall also pay interest on the outstanding
balance due with respect to the Series J Redemption Price, to begin accruing on
the first Series J Redemption Date, at 9 1/2% per annum and to be payable with
each subsequent installment ("Series J Interest Payment"). The Series J Interest
Payment for each quarter shall be calculated as the number of Series J Preferred
then outstanding times the Series J Redemption Price times 1/4 times .095.


<PAGE>

                  (c) At least 10 but not more than 20 days prior to each Series
J Redemption Date written notice shall be mailed, first class postage prepaid,
to the holder of record (at the close of business on the business day next
preceding the day on which notice is given) of the Series J Preferred to be
redeemed, at the address last shown on the records of the Corporation for such
holder, notifying such holder of the redemption to be effected, specifying the
number of shares to be redeemed from such holder, the Series J Redemption Date,
the Series J Redemption Price, the place at which payment may be obtained and
calling upon such holder to surrender to the Corporation, in the manner and at
the place designated, his certificate or certificates representing the shares to
be redeemed (the "Redemption Notice"). On or after the Redemption Date, such
holder shall surrender to the Corporation the certificate or certificates
representing such shares, in the manner and at the place designated in the
Redemption Notice, and thereupon the Series J Redemption Price of such shares
shall be payable to the order of the person whose name appears on such
certificate or certificates as the owner thereof and each surrendered
certificate shall be canceled. In the event less than all the shares represented
by any such certificate are redeemed, a new certificate shall promptly be issued
representing the unredeemed shares.

                  (d) From and after the Series J Redemption Date, unless there
shall have been a default in payment of the Redemption Price, all rights of the
holder of shares of Series J Preferred designated for redemption in the
Redemption Notice as holder of Series J Preferred shall cease with respect to
such shares, and such shares shall not thereafter be transferred on the books of
the Corporation or be deemed to be outstanding for any purpose whatsoever. If
the funds of the Corporation legally available for redemption of shares of
Series J Preferred on any Redemption Date are insufficient to redeem the total
number of shares of Series J Preferred to be redeemed on such date and pay the
Series J Redemption Price, those funds which are legally available will be used
to redeem the maximum possible number of such shares to be redeemed. The shares
of Series J Preferred not redeemed shall remain outstanding and shall be
entitled to all the rights and preferences provided herein. The Series J
Redemption Prices to the extent not paid when due shall accrue interest in
accordance with the terms hereof every quarter until paid. At any time
thereafter when additional funds of the Corporation are legally available for
the redemption of shares of Series J Preferred such funds will immediately be
used to redeem the balance of the shares which the Corporation has become
obliged to redeem on any Redemption Date, but which it has not redeemed, and pay
any amounts owed for Series J Redemption Prices and Interest Payments.

                  (e) On or prior to each Redemption Date, the Corporation shall
deposit the Series J Preferred Redemption Price of all shares of Series J
Preferred designated for redemption in the Redemption Notice and not yet
redeemed plus the Series J Interest Payment due with respect thereto or so much
thereof as is then legally available in accordance with Section 5(d), with a
bank or trust corporation having aggregate capital and surplus in excess of
$100,000,000 as a trust fund for the benefit of the holder of the shares
designated for redemption and not yet redeemed, with irrevocable instructions
and authority to the bank or trust corporation to pay the Series J Redemption
Price for such shares to their respective holders on or after the Redemption
Date upon receipt of notification from the Corporation that such holder has
surrendered his share certificate to the Corporation pursuant to Section (c)
above. For each 


<PAGE>

Series J Redemption Date, unless otherwise provided in Section 5(d) above, the
deposit shall constitute full payment of the shares to their holders, and from
and after Series J Redemption Date the shares so called for redemption shall be
redeemed and shall be deemed to be no longer outstanding, and the holder thereof
shall cease to be shareholder with respect thereto except the rights to receive
from the bank or trust corporation payment of the Series J Redemption Price of
the shares, without interest, upon surrender of their certificates therefor.
Such instructions shall also provide that any moneys deposited by the
Corporation pursuant to this Section 5(e) for the redemption of shares
thereafter converted into shares of the Corporation's Common Stock hereof prior
to the Redemption Date shall be returned to the Corporation forthwith upon such
conversion. The balance of any moneys deposited by the Corporation pursuant to
this Section 5(e) remaining unclaimed at the expiration of two (2) years
following each Series J Redemption Date shall thereafter be returned to the
Corporation upon its request expressed in a resolution of its Board of
Directors.

         6. COVENANTS. In addition to any other rights provided by law, so long
as any shares of Preferred shall be outstanding, the Corporation shall not,
without first obtaining the affirmative vote or written consent of the holders
of not less than a majority of the outstanding shares of a series of Preferred:

                  (a) amend or repeal any provision of, or add any provision to,
the Corporation's Articles of Incorporation if such action would materially and
adversely directly alter or change the preferences, rights, or privileges of
such series of Preferred;

                  (b) increase or decrease the authorized number of shares of
such series of Preferred;

                  (c) authorize, issue, or enter into any agreement providing
for the issuance of any capital stock or other equity security which is senior
to such series of Preferred with respect to the payment of dividends,
redemption, or distribution upon liquidation; or

                  (d) redeem, purchase, or otherwise acquire any of the
Corporation's capital stock or other equity securities other than (i) shares of
Common Stock repurchased at cost from terminated employees or consultants
pursuant to contractual arrangements, or (ii) shares of Preferred redeemed
pursuant to the terms of the Articles of Incorporation of the Corporation.

         In addition to any other rights provided by law, so long as any shares
of Preferred shall be outstanding, the Corporation shall not, without first
obtaining the affirmative vote or written consent of the holders of a majority
of the outstanding shares of Preferred, voting together as a single class
(including the Series J Preferred):

                           (a) sell or convey all or substantially all of its
property or business or merge into or consolidate with any other corporation if
immediately after such merger or consolidation the shareholders of the
Corporation shall hold less than 50% of the voting power of the surviving
corporation; or


<PAGE>

                           (b) liquidate, dissolve, or effect a recapitalization
or reorganization of the Corporation.

                                        V

         The liability of the directors of the Corporation for monetary damages
shall be eliminated to the fullest extent permissible under California law. The
Corporation is also authorized, to the fullest extent permissible under
California law, to indemnify its agents (as defined in Section 317 of the
California Corporations Code), whether by bylaw, agreement or otherwise, for
breach of duty to the Corporation and its shareholders in excess of that
expressly permitted by Section 317 and to advance defense expenses to its agents
in connection with such matters as they are incurred. If, after the effective
date of this Article, California law is amended in a manner which permits a
corporation to limit the monetary or other liability of its directors or to
authorize indemnification of, or advancement of such defense expenses to, its
directors or other persons, in any such case to a greater extent than is
permitted on such effective date, the references in this Article to "California
law" shall to that extent be deemed to refer to California law as so amended."

         3. The foregoing Amendment and Restatement of Articles of Incorporation
has been duly approved by the Board of Directors.

         4. The foregoing Amendment and Restatement of Articles of Incorporation
has been duly approved by the required vote of shareholders in accordance with
Section 902 and Section 903 of the Corporations Code.

         5. The total number of outstanding shares of Common Stock of the
Corporation is 2,605,135, and the total number of outstanding shares of (i)
Series A Preferred is 480,000, (ii) Series B Preferred is 320,666, (iii) Series
C Preferred is 1,700,000, (iv) Series D Preferred is 1,309,484, (v) Series E
Preferred is 1,965,262, (vi) Series F Preferred is 1,948,090, (vii) Series G
Preferred is zero, (viii) Series H Preferred is 3,804,346 (ix) Series I
Preferred Stock is zero and (x) Series J Preferred is 1,081,200. The number of
shares voting in favor of Amendment and Restatement equaled or exceeded the vote
required. The percentage vote required was (i) more than 50% of the Common Stock
voting as a class and (ii) more than 50% of the Preferred Stock voting together
as a class."


<PAGE>

         We further declare under penalty of perjury that the matters set forth
in the foregoing certificate are true and correct of our own knowledge.

         Executed at Palo Alto, California, this 5th day of January 2000.


                                       By: /s/ Randall Lipps       
                                          -------------------------------------
                                                Randall Lipps
                                                Chairman of the Board

                                       By:
                                           ------------------------------------
                                                Robert J. Brigham
                                                Assistant Secretary


<PAGE>

We further declare under penalty of perjury that the matters set forth in the
foregoing certificate are true and correct of our own knowledge.

         Executed at Palo Alto, California, this 5th day of January 2000.

                                       By:
                                          -------------------------------------
                                                Randall Lipps
                                                Chairman of the Board

                                       By:   /s/ Robert J. Brigham    
                                          -------------------------------------
                                                Robert J. Brigham
                                                Assistant Secretary



<PAGE>

                           CERTIFICATE OF AMENDMENT OF

                AMENDED AND RESTATED ARTICLES OF INCORPORATION OF

                                  OMNICELL.COM

         Randall  Lipps and Robert J. Brigham certify that:

         1. They are the Chairman of the Board and Assistant Secretary,
respectively, of OMNICELL.COM, a California corporation.

         2. Article III of the Amended and Restated Articles of Incorporation of
this corporation is amended to read in full as follows:

                                      "III

                  The Corporation is authorized to issue two classes of shares
         to be designated respectively Common Stock and Preferred Stock. The
         total number of shares of Common Stock the Corporation shall have
         authority to issue is 35,000,000 and the total number of shares of
         Preferred Stock the Corporation shall have authority to issue is
         18,500,000. The Preferred Stock may be issued from time to time in one
         or more series. The Board of Directors is authorized to fix the number
         of shares of any series of Preferred Stock and, subject to the rights
         of existing shareholders set forth in Article IV, Section 6, to
         determine or alter the rights, preferences, privileges, and
         restrictions granted to or imposed upon any wholly unissued series of
         Preferred Stock and, within the limits and restrictions stated in any
         resolution or resolutions
 of the Board of Directors originally fixing
         the number of shares constituting any series of Preferred Stock, to
         increase or decrease (but not below the number of shares of any such
         series then outstanding) the number of shares of any such series
         subsequent to the issue of shares of that series (subject to the
         provisions of Section 6 of Article IV hereof).

                  The Common Stock shall be divided into two series, to be
         designated, respectively, Class A Voting Common Stock, consisting of
         32,500,000 shares ("Class A Common"), and Class B Non-voting Common
         Stock, consisting of 2,500,000 shares ("Class B Common").

                  The first series of Preferred Stock shall be designated Series
         A Preferred Stock ("Series A Preferred") and shall consist of 480,000
         shares. The second series of Preferred Stock shall be designated Series
         B Preferred Stock ("Series B Preferred") and shall consist of 320,666
         shares. The third series of Preferred Stock shall be designated Series
         C Preferred Stock ("Series C Preferred") and shall consist of 1,700,000
         shares. The fourth series of Preferred Stock shall be designated Series
         D Preferred Stock ("Series D Preferred") and shall consist of 1,328,000
         shares. The fifth series of Preferred Stock shall be designated Series
         E Preferred Stock ("Series E Preferred") and shall consist of 1,966,000
         shares. The sixth series of Preferred Stock shall be designated Series
         F Preferred Stock 


<PAGE>

         ("Series F Preferred") and shall consist of 2,000,000 shares. The
         seventh series of Preferred Stock shall be designated Series G
         Preferred Stock ("Series G Preferred") and shall consist of 1,000,000
         shares. The eighth series of Preferred Stock shall be designated Series
         H Preferred Stock ("Series H Preferred") and shall consist of 4,000,000
         shares. The ninth series of Preferred Stock shall be designated Series
         J Preferred Stock ("Series J Preferred") and shall consist of 1,802,000
         shares. The tenth series of Preferred Stock shall be designated Series
         K Preferred Stock ("Series K Preferred") and shall consist of 3,157,895
         shares. The Series A Preferred, the Series B Preferred, the Series C
         Preferred, the Series D Preferred, the Series E Preferred, the Series F
         Preferred, Series G Preferred, Series H Preferred, Series J Preferred
         and Series K Preferred shall be referred to as the "Preferred". "

         3. The foregoing Amendment and Restatement of Articles of Incorporation
has been duly approved by the Board of Directors.

         4. The foregoing Amendment and Restatement of Articles of Incorporation
has been duly approved by the required vote of shareholders in accordance with
Section 902 and Section 903 of the Corporations Code.

         5. The total number of outstanding shares of Common Stock of the
Corporation is 2,605,135, and the total number of outstanding shares of (i)
Series A Preferred is 480,000, (ii) Series B Preferred is 320,666, (iii) Series
C Preferred is 1,700,000, (iv) Series D Preferred is 1,309,484, (v) Series E
Preferred is 1,965,262, (vi) Series F Preferred is 1,948,090, (vii) Series G
Preferred is zero, (viii) Series H Preferred is 3,804,346, (ix) Series I
Preferred Stock is zero, (x) Series J Preferred is 1,081,200 and (xi) Series K
Preferred is 2,105,263. The number of shares voting in favor of Amendment and
Restatement equaled or exceeded the vote required. The percentage vote required
was (i) more than 50% of the Common Stock voting as a class and (ii) more than
50% of the Preferred Stock voting together as a class."


<PAGE>

We further declare under penalty of perjury that the matters set forth in the
foregoing certificate are true and correct of our own knowledge.

         Executed at Palo Alto, California, this 3 day of MARCH 2000.


                                          By:   /s/ Randall Lipps
                                             ---------------------------
                                                   Randall Lipps
                                                   Chairman of the Board

                                          By:   /s/ Robert J. Brigham
                                             ---------------------------
                                                   Robert J. Brigham
                                                   Assistant Secretary




<PAGE>

                                                                    EXHIBIT 3.3


                         CERTIFICATE OF INCORPORATION OF

                           OMNICELL MERGER CORPORATION


         The undersigned, a natural person (the "Sole Incorporator"), for the 
purpose of organizing a corporation to conduct the business and promote the 
purposes hereinafter stated, under the provisions and subject to the 
requirements of the laws of the State of Delaware hereby certifies that:

                                       I.

         The name of this corporation is Omnicell Merger Corporation.

                                       II.

         The address of the registered office of the corporation in the State 
of Delaware is 1013 Centre Road, City of Wilmington, 19805, County of New 
Castle and the name of the registered agent of the corporation in the State 
of Delaware at such address is Corporation Service Company.

                                      III.

         The purpose of the Corporation is to engage in any lawful act or 
activity for which a corporation may be organized under the General 
Corporation Law of California other than the banking business, the trust 
company business or the practice of a profession permitted to be incorporated 
by the California Corporations Code.

                                       IV.

         The Corporation is authorized to issue two classes of shares to be 
designated respectively Common Stock and Preferred Stock. The total number of 
shares of Common Stock the Corporation
 shall have authority to issue is 
50,000,000, each having a par value of one-tenth of one cent ($.001) and the 
total number of shares of Preferred Stock the Corporation shall have 
authority to issue is 18,500,000, each having a par value of one-tenth of one 
cent ($.001).

         The Preferred Stock may be issued from time to time in one or more 
series. The Board of Directors is authorized to fix the number of shares of 
any series of Preferred Stock and, subject to the rights of existing 
shareholders set forth in Article V, Section 6, to determine or alter the 
rights, preferences, privileges, and restrictions granted to or imposed upon 
any wholly unissued series of Preferred Stock and, within the limits and 
restrictions stated in any resolution or resolutions of the Board of 
Directors originally fixing the number of shares constituting any series of 
Preferred Stock, to increase or decrease (but not below the number of shares 
of any such series then outstanding) the number of shares of any such series 
subsequent to the issue of shares of that series (subject to the provisions 
of Section 6 of Article V hereof).


<PAGE>

         The Common Stock shall be divided into two series, to be designated, 
respectively, Class A Voting Common Stock, consisting of 47,500,000 shares 
("Class A Common"), and Class B Non-voting Common Stock, consisting of 
2,500,000 shares ("Class B Common").

         The first series of Preferred Stock shall be designated Series A 
Preferred Stock ("Series A Preferred") and shall consist of 480,000 shares. 
The second series of Preferred Stock shall be designated Series B Preferred 
Stock ("Series B Preferred") and shall consist of 320,666 shares. The third 
series of Preferred Stock shall be designated Series C Preferred Stock 
("Series C Preferred") and shall consist of 1,700,000 shares. The fourth 
series of Preferred Stock shall be designated Series D Preferred Stock 
("Series D Preferred") and shall consist of 1,328,000 shares. The fifth 
series of Preferred Stock shall be designated Series E Preferred Stock 
("Series E Preferred") and shall consist of 1,966,000 shares. The sixth 
series of Preferred Stock shall be designated Series F Preferred Stock 
("Series F Preferred") and shall consist of 2,000,000 shares. The seventh 
series of Preferred Stock shall be designated Series G Preferred Stock 
("Series G Preferred") and shall consist of 1,000,000 shares. The eighth 
series of Preferred Stock shall be designated Series H Preferred Stock 
("Series H Preferred") and shall consist of 4,000,000 shares. The ninth 
series of Preferred Stock shall be designated Series J Preferred Stock 
("Series J Preferred") and shall consist of 1,802,000 shares. The tenth 
series of Preferred Stock shall be designated Series K Preferred Stock 
("Series K Preferred") and shall consist of 3,157,895 shares. The eleventh 
series of Preferred Stock shall be designated Series L Preferred Stock 
("Series L Preferred") and shall consist of 526,316 shares. The remaining 
219,123 shares of Preferred Stock are not yet designated. The Series A 
Preferred, the Series B Preferred, the Series C Preferred, the Series D 
Preferred, the Series E Preferred, the Series F Preferred, Series G 
Preferred, Series H Preferred, Series J Preferred, Series K Preferred and 
Series L Preferred shall be referred to as the "Preferred."

                                       V.

The relative rights, preferences, privileges and restrictions granted to or 
imposed on the respective classes of the shares of capital stock or the 
holders thereof are as follows:

         1.       DIVIDENDS.

                  (a) The holders of the Series J Preferred shall be entitled 
to receive in any fiscal year, when and as declared by the Board of 
Directors, out of any assets legally available therefore, dividends in cash 
at an annual rate of $1.12 per share (as adjusted for any stock dividends, 
combinations, consolidations or splits with respect to such shares). The 
right to such dividends shall not be cumulative and no right shall accrue to 
holders of Series J Preferred by reason of the fact that dividends on such 
shares were not declared in any prior year, nor shall any undeclared 
dividends bear or accrue interest. Such dividends shall be prior and in 
preference to any declaration or payment of any dividend, (payable other than 
in common stock) on the Series A Preferred, Series B Preferred, Series C 
Preferred, Series D Preferred, Series E Preferred, Series F Preferred, Series 
G Preferred, Series H Preferred, Series K Preferred, Series L Preferred, or 
Common Stock. No dividend may be paid on the Series A Preferred, the Series B 
Preferred, the Series C Preferred, the Series D Preferred, the Series E 
Preferred, the Series F Preferred, the Series G Preferred, the Series H 
Preferred, the Series K Preferred, the Series L Preferred or the Common Stock 
unless and until any and all dividends have been paid to the Series J 
Preferred.


                                       2


<PAGE>

                  (b) After payment of all required dividends required to the 
holders of Series J Preferred, the holders of outstanding Series A Preferred, 
Series B Preferred, Series C Preferred, Series D Preferred, Series E 
Preferred, Series F Preferred, Series G Preferred, Series H Preferred, Series 
K Preferred, and Series L Preferred shall be entitled to receive in any 
fiscal year, when and as declared by the Board of Directors, out of any 
assets at the time legally available therefor, dividends in cash at an annual 
rate of $0.02 per share of Series A Preferred, $0.03 per share of Series B 
Preferred, $0.048 per share of Series C Preferred, $0.085 per share of Series 
D Preferred, $0.265 per share of Series E Preferred, $0.49 per share of 
Series F Preferred, $0.49 per share of Series G Preferred, $0.29 per share of 
Series H Preferred, $0.76 per share of Series K Preferred, and $0.76 per 
share of Series L Preferred (as adjusted for any stock dividends, 
combinations, consolidations or splits with respect to such shares). Such 
dividends may be payable quarterly or otherwise as the Board of Directors may 
from time to time determine. The right to such dividends shall not be 
cumulative and no right shall accrue to holders of such Preferred by reason 
of the fact that dividends on such shares were not declared in any prior 
year, nor shall any undeclared dividends bear or accrue interest.

                  (c) Any partial payment of such dividends to the holders of 
the Series A Preferred, Series B Preferred, Series C Preferred, Series D 
Preferred, Series E Preferred, Series F Preferred, Series G Preferred, Series 
H Preferred, Series K Preferred and Series L Preferred shall be made in 
proportion to the amount each such holder would be entitled to receive as set 
forth above if such amounts were paid in full. Dividends other than dividends 
payable solely in Common Stock may be declared or paid upon shares of Common 
Stock in any fiscal year of the Corporation only if dividends at the annual 
rates set forth above shall have been paid or declared and set apart upon all 
shares of Preferred for such fiscal year. No dividend shall be declared or 
paid with respect to the Common Stock unless at the same time an equivalent 
dividend is declared or paid with respect to the Preferred on an 
as-if-converted to Common Stock basis. Any declared but unpaid dividends on 
the Preferred shall be paid upon the conversion of such shares into Common 
Stock either (at the option of the Corporation) by payment of cash or by the 
issuance of additional shares of Common Stock based upon the fair market 
value of the Common Stock at the time of conversion, as determined by the 
Board of Directors. No dividend payable in Common Stock shall be declared or 
paid with respect to any series of Preferred unless at the same time a 
similar dividend is declared or paid to all series of Preferred on an 
as-if-converted to Common Stock basis, such that the holders of no series of 
Preferred shall hold a greater proportion of the Corporation's Common Stock 
following such dividend (on an as-if converted basis) than immediately prior 
to such dividend.

         2. LIQUIDATION PREFERENCE. In the event of any liquidation, 
dissolution, or winding up of the Corporation, either voluntary or 
involuntary, distributions to the shareholders of the Corporation shall be 
made in the following manner:

                  (a) Holders of the Series J Preferred shall be entitled to 
receive, prior and in preference to any distribution of any of the assets or 
surplus funds of the Corporation to the holders of the Series A Preferred, 
Series B Preferred, Series C Preferred, Series D Preferred, Series E 
Preferred, Series F Preferred, Series G Preferred, Series H Preferred, Series 
K Preferred, Series L Preferred or Common Stock by reason of their ownership 
thereof, the amount of $14.03274 per share (as adjusted for any stock 
dividends, combinations, consolidations or splits with respect to such 
shares), plus all accrued or declared but unpaid dividends on such share for 
each share of Series J Preferred then held by them. If the assets and funds 
thus distributed among the holders of Series J Preferred shall be 
insufficient to permit the payment to such 


                                       3


<PAGE>

holders of the full aforesaid preferential amount, then the entire assets and 
funds of the Corporation legally available for distribution shall be 
distributed among the holders of Series J Preferred in proportion to the full 
preferential amount each such holder is otherwise entitled to receive.

                  (b) Subject to the payment in full of the liquidation 
preferences with respect to the Series J Preferred as provided in Section 
2(a) above, the holders of the Series A Preferred, Series B Preferred, Series 
C Preferred, Series D Preferred, Series E Preferred, Series F Preferred, 
Series G Preferred, Series H Preferred, Series K Preferred and Series L 
Preferred shall be entitled to receive, prior and in preference to any 
distribution of any of the assets or surplus funds of the Corporation to the 
holders of the Common Stock by reason of their ownership of such stock, the 
amount of $0.25 per share for each share of Series A Preferred then held by 
them, $0.375 per share for each share of Series B Preferred then held by 
them, $0.60 per share for each share of Series C Preferred then held by them, 
$1.085 per share for each share of Series D Preferred then held by them, 
$3.30 per share of Series E Preferred then held by them, $6.15 per share of 
Series F Preferred then held by them, $6.15 per share of Series G Preferred 
then held by them, $3.68 per share of Series H Preferred then held by them, 
for the holders of Series K Preferred, the greater of (i) $9.50 per share of 
Series K Preferred, then held by such holder and (ii) the amount per share of 
Series K Preferred, that such holder would have received if they had 
converted their Series K Preferred shares into Common Stock immediately prior 
to the liquidation, and for the holders of Series L Preferred, $9.50 per 
share of Series L Preferred then held by them, adjusted for any stock 
dividends, combinations, consolidations, or splits with respect to such 
shares and, in addition, an amount equal to all declared but unpaid dividends 
on the Series A Preferred, Series B Preferred, Series C Preferred, Series D 
Preferred, Series E Preferred, Series F Preferred, Series G Preferred, Series 
H Preferred Series K Preferred and Series L Preferred. If the assets and 
funds thus distributed among the holders of Preferred shall be insufficient 
to permit the payment to such holders of the full aforesaid preferential 
amount, then the entire assets and funds of the Corporation remaining after 
payment in full of the liquidation preference set forth in Section 2(a) and 
legally available for distribution shall be distributed among the holders of 
Preferred in proportion to the full preferential amount each such holder is 
otherwise entitled to receive. After payment has been made to the holders of 
Preferred of the full amounts to which they shall be entitled as aforesaid, 
the holders of the Common Stock shall be entitled to receive ratably on a 
per-share basis all the remaining assets.

         (c) For purposes of this Section 2, a merger or consolidation of the 
Corporation with or into any other corporation or corporations, or the merger 
of any other corporation or corporations into the Corporation, in which the 
shareholders of the Corporation receive distributions in cash or securities 
of another corporation or corporations as a result of such consolidation or 
merger, any transaction or series of related transactions to which the 
Company is a party in which excess of fifty percent (50%) of the Company's 
voting power is transferred, or a sale of all or substantially all of the 
assets of the Corporation (collectively, a "Change in Control"), shall be 
treated as a liquidation, dissolution or winding up of the Corporation.

         Any securities to be delivered to the holders of the Preferred 
pursuant to this subsection (c) shall be valued as follows:

                           (i) Securities not subject to investment letter or
other similar restrictions on free marketability:


                                       4


<PAGE>

                                    (A) If traded on a securities exchange or 
the Nasdaq National Market System, the value shall be deemed to be the 
average of the closing prices of the securities on such exchange or system 
over the 30-day period ending three (3) days prior to the closing;

                                    (B) If actively traded over-the-counter, 
the value shall be deemed to be the average of the closing bid prices over 
the 30-day period ending three (3) days prior to the closing; and

                                    (C) If there is no active public market, 
the value shall be the fair market value thereof, as determined in good faith 
by the Board of Directors of the Corporation.

                           (ii) The method of valuation of securities subject 
to investment letter or other restrictions on free marketability shall be to 
make an appropriate discount from the market value determined as above in 
(i)(A),(B) or (C) to reflect the approximate fair market value thereof, as 
determined in good faith by the Board of Directors of the Corporation.

         The Corporation shall give each holder of record of shares of 
Preferred written notice of an impending transaction described in this 
subsection 2(c) not later than twenty (20) days prior to the shareholders 
meeting called to approve such transaction, or twenty (20) days prior to the 
closing of such transaction, whichever is earlier, and shall also notify such 
holders in writing of the final approval of such transaction. The first of 
such notices shall describe the material terms and conditions of the 
impending transaction and the provisions of this section 2(c) and the 
Corporation shall thereafter give such holders prompt notice of any material 
changes. The transaction shall in no event take place sooner than twenty (20) 
days after the Corporation has given the first notice provided for herein or 
sooner than ten (10) days after the corporation has given notice of any 
material changes provided for herein; provided, however, that such periods 
may be shortened upon the written consent of the holders of shares of 
Preferred Stock which is entitled to such notice rights or similar notice 
rights and which represents at least a majority of the voting power of all 
then outstanding shares of such shares of Preferred Stock.

                           (d) As authorized by Section 402.5(c) of the 
California Corporations Code, the provisions of Sections 502 and 503 of the 
California Corporations Code shall not apply with respect to repurchase by 
the Corporation of shares of Common Stock issued to or held by employees or 
consultants of the Corporation or its subsidiaries upon termination of their 
employment or services pursuant to agreement providing for the right of said 
repurchase.

         3.       VOTING RIGHTS.

                  (a) Except as otherwise required by law or by Section 3(b) 
hereof, the holder of each share of Common Stock issued and outstanding shall 
have one vote and each holder of shares of Preferred shall be entitled to the 
number of votes equal to the number of shares of Common Stock into which such 
shares of Preferred could be converted at the record date for determination 
of the shareholders entitled to vote on such matters, or, if no such record 
date is established, at the date such vote is taken or any written consent of 
shareholders is solicited, such votes to be counted together with all other 
shares of stock of the Corporation having general voting power and not 
separately as a class except as otherwise provided herein or by law. 


                                       5


<PAGE>

Fractional votes by the holders of Preferred shall not, however, be permitted 
and any fractional voting rights shall (after aggregating all shares into 
which shares of the Preferred held by each holder could be converted) be 
rounded to the nearest whole number. Holders of Common Stock and the 
Preferred shall be entitled to notice of any shareholders' meeting in 
accordance with the Bylaws of the Corporation.

                  (b) Notwithstanding Section 3(a) above, the Class B Common 
shall not have any voting rights except as required by law.

                  (c) At each annual or special meeting called for the 
purpose of electing directors, the holders of Series E Preferred, voting 
together as a class, shall be entitled to elect one (1) director of the 
Corporation, the holders of Series H Preferred, voting together as a class, 
shall be entitled to elect one (1) director of the Corporation and the 
holders of Series K Preferred, voting together as a class, shall be entitled 
to elect one (1) director of the Corporation. Subject to the restrictions of 
Section 3(b) above, all remaining directors shall be elected by the holders 
of the Common Stock and the Preferred Stock (on an as-converted basis) voting 
together as a single class. In the case of a vacancy in the office of 
director elected by the holders of (i) Series E Preferred, (ii) Series H 
Preferred, or (iii) Series K Preferred, a successor shall be elected to hold 
office for the unexpired term of such director by the affirmative vote of the 
majority of the shares of such holders of (i) Series E Preferred, (ii) Series 
H Preferred, or (iii) Series K Preferred, respectively. In the case of any 
vacancies in the office of the remaining directors elected by holders of the 
Common Stock and the Preferred Stock (on an as-converted basis), voting 
together as a class, any successor shall be elected to hold office for the 
unexpired term of such director by the affirmative vote of the majority of 
the shares of such holders of Common and Preferred Stock. Subject to Section 
303 of the California Corporations Code, any director who shall have been 
elected by holders of (i) Series E Preferred, (ii) Series H Preferred, (iii) 
Series K Preferred, or (iv) Common Stock and Preferred Stock, may be removed 
during the aforesaid term of office, either for or without cause by, and only 
by, the affirmative vote of the holders of a majority of (i) Series E 
Preferred, (ii) Series H Preferred, (iii) Series K Preferred, or (iv) Common 
Stock and Preferred Stock, respectively, given at a special meeting of the 
shareholders duly called or by an action by written consent for that purpose, 
and any such vacancy thereby created may be filled by the vote of the holders 
of a majority of (i) Series E Preferred, (ii) Series H Preferred, (iii) 
Series K Preferred, or (iv) Common Stock and Preferred Stock, respectively, 
at such meeting or in such consent.

         4. CONVERSION. The holders of the Preferred have conversion rights 
as follows (the "Conversion Rights"):

                  (a) RIGHT TO CONVERT. Each share of Series A Preferred, 
Series B Preferred, Series C Preferred, Series D Preferred, Series E 
Preferred, Series F Preferred, Series G Preferred, Series H Preferred, Series 
J Preferred, Series K Preferred and Series L Preferred shall be convertible, 
at the option of the holder thereof, at any time after the date of issuance 
of such share at the office of the Corporation or any transfer agent for the 
Preferred, into such number of fully paid and nonassessable shares of Class A 
Common as is determined by dividing the Conversion Price for such series of 
Preferred (determined as hereinafter provided) in effect at the time of the 
conversion into the "Conversion Value" per share of such series of Preferred. 
The number of shares of Class A Common into which each series of Preferred is 
convertible is 


                                       6


<PAGE>

hereinafter referred to as the "Conversion Rate" for such series. The 
Conversion Price per share of (i) Series A Preferred shall be $0.25, (ii) 
Series B Preferred shall be $0.375, (iii) Series C Preferred shall be $0.60, 
(iv) Series D Preferred shall be $1.085, (v) Series E Preferred shall be 
$3.30, (vi) Series F Preferred shall be $5.555874, (vii) Series G Preferred 
shall be $6.15, (viii) Series H Preferred shall be $3.68, (ix) Series J 
Preferred shall be $14.03274, (x) Series K Preferred shall be $9.50, and (xi) 
Series L Preferred shall be $9.50. The Conversion Value per share of (i) 
Series A Preferred shall be $0.25, (ii) Series B Preferred shall be $0.375, 
(iii) Series C Preferred shall be $0.60, (iv) Series D Preferred shall be 
$1.085, (v) Series E Preferred shall be $3.30, (vi) Series F Preferred shall 
be $6.15, (vii) Series G Preferred shall be $6.15, (viii) Series H Preferred 
shall be $3.68, (ix) Series J Preferred shall be $14.03274, (x) Series K 
Preferred shall be $9.50, and (xi) Series L Preferred shall be $9.50. The 
Conversion Price for each series of Preferred shall be subject to adjustment 
as hereinafter provided.

                  (b) AUTOMATIC CONVERSION. Each share of Preferred shall 
automatically be converted into shares of Class A Common at the then 
effective Conversion Price upon the closing of a firm commitment underwritten 
public offering pursuant to an effective registration statement under the 
Securities Act of 1933, as amended, covering the offer and sale of Common 
Stock for the account of the Corporation to the public (an "Initial Public 
Offering") at a price per share (prior to deduction of underwriter 
commissions and offering expenses) of not less than $7.36 per share 
(appropriately adjusted for any stock dividends, stock splits, combinations, 
recapitalizations or similar events) and an aggregate offering price to the 
public of not less than $10,000,000 (prior to deduction of underwriter 
commissions and offering expenses).

                  (c) MECHANICS OF CONVERSION. No fractional shares of Common 
Stock shall be issued upon conversion of shares of Preferred. In lieu of any 
fractional shares to which the holder would otherwise be entitled, the 
Corporation shall pay cash equal to such fraction multiplied by the then 
effective Conversion Price. Before any holder of Preferred shall be entitled 
to convert the same into full shares of Common Stock and to receive 
certificates therefor, he shall surrender the certificate or certificates 
therefor, duly endorsed, at the office of the Corporation or of any transfer 
agent for the Preferred, and shall give written notice to the Corporation at 
such office that he elects to convert the same; provided, however, that in 
the event of an automatic conversion pursuant to Section 4(b), the 
outstanding shares of Preferred shall be converted automatically without any 
further action by the holders of such shares and whether or not the 
certificates representing such shares are surrendered to the Corporation or 
its transfer agent, and provided further that the Corporation shall not be 
obligated to issue certificates evidencing the shares of Common Stock 
issuable upon such automatic conversion unless the certificates evidencing 
such shares of Preferred are either delivered to the Corporation or its 
transfer agent as provided above, or the holder notifies the Corporation or 
its transfer agent that such certificates have been lost, stolen or destroyed 
and executes an agreement reasonably satisfactory to the Corporation to 
indemnify the Corporation from any loss incurred by it in connection with the 
theft, loss or destruction of such certificates. The Corporation shall, as 
soon as practicable after delivery of such certificates, or such agreement 
and indemnification in the case of a lost certificate, issue and deliver at 
such office to such holder of Preferred, a certificate or certificates for 
the number of shares of Common Stock to which he shall be entitled as 
aforesaid and a check payable to the holder in the amount of any cash amounts 
payable as the result of a conversion into fractional shares of Common Stock. 
Such conversion shall be deemed to have been made immediately prior to the 
close of business on the date of such surrender of the 


                                       7.


<PAGE>

shares of Preferred to be converted, or in the case of automatic conversion 
on the date of closing of the offering, and the person or persons entitled to 
receive the shares of Common Stock issuable upon such conversion shall be 
treated for all purposes as the record holder or holders of such shares of 
Common Stock on such date.

                  (d) ADJUSTMENTS TO CONVERSION PRICE FOR DILUTIVE ISSUES.

                           (i) SPECIAL DEFINITIONS. For purposes of this 
Section 4(d), the following definitions shall apply:

                                    (1) "OPTIONS" shall mean rights, options 
or warrants to subscribe for, purchase or otherwise acquire either Common 
Stock or Convertible Securities.

                                    (2) "ORIGINAL ISSUE DATE" shall mean June 
11, 1996.

                                    (3) "CONVERTIBLE SECURITIES" shall mean 
any evidences of indebtedness, shares (other than the Common Stock) or other 
securities convertible into or exchangeable for Common Stock.

                                    (4) "ADDITIONAL SHARES OF COMMON STOCK" 
shall mean all shares of Common Stock issued (or, pursuant to Section 
4(d)(ii), deemed to be issued) by the Corporation after the Original Issue 
Date, other than shares of Common Stock issued or issuable at any time:

                                             (A) upon conversion of the 
shares of Preferred authorized herein;

                                             (B) (i) to officers, directors, 
and employees of, and consultants to, the Corporation to be designated 
pursuant to plans and arrangements approved by the Board of Directors; and 
(ii) to lending or leasing institutions approved by the Board of Directors, 
provided that the aggregate of (i) and (ii) do not exceed more that 4,058,821 
shares (net of shares repurchased and Options expiring unexercised), 
appropriately adjusted for stock splits, combinations, stock dividends, 
recapitalizations, or similar events (provided that any shares repurchased by 
the Corporation from employees, officers, directors and consultants pursuant 
to the terms of stock repurchase agreements approved by the Board of 
Directors, or Options which terminate unexercised, shall not, unless 
reissued, be counted as issued for purposes of this calculation);

                                             (C) as a dividend or 
distribution on Preferred or any event for which adjustment is made pursuant 
to Section 4(e) hereof;

                                             (D) by way of dividend or other 
distribution on shares of Common Stock excluded from the definition of 
Additional Shares of Common Stock by the foregoing clauses (A), (B), or (C).

                           (ii) DEEMED ISSUE OF ADDITIONAL SHARES OF COMMON 
STOCK. In the event the Corporation at any time or from time to time after 
the Original Issue Date shall issue any Options or Convertible Securities or 
shall fix a record date for the determination of holders 


                                       8.


<PAGE>

of any class of securities entitled to receive any such Options or 
Convertible Securities, then the maximum number of shares (as set forth in 
the instrument relating thereto assuming the satisfaction of any conditions 
to exercisability, including without limitation, the passage of time and 
without regard to any provisions contained therein for a subsequent 
adjustment of such number) of Common Stock issuable upon the exercise of such 
Options or, in the case of Convertible Securities and Options therefor, the 
conversion or exchange of such Convertible Securities, shall be deemed to be 
Additional Shares of Common Stock issued as of the time of such issue or, in 
case such a record date shall have been fixed, as of the close of business on 
such record date, provided that Additional Shares of Common Stock shall not 
be deemed to have been issued unless the consideration per share (determined 
pursuant to Section 4(d)(iv) hereof) of such Additional Shares of Common 
Stock would be less than the Conversion Price for such series in effect on 
the date of and immediately prior to such issue, or such record date, as the 
case may be, and provided further that in any such case in which Additional 
Shares of Common Stock are deemed to be issued:

                                    (1) no further adjustment in the 
Conversion Price shall be made upon the subsequent issue of Convertible 
Securities or shares of Common Stock upon the exercise of such Options or 
conversion or exchange of such Convertible Securities;

                                    (2) if such Options or Convertible 
Securities by their terms provide, with the passage of time or otherwise, for 
any increase or decrease in the consideration payable to the Corporation, or 
in the number of shares of Common Stock issuable, upon the exercise, 
conversion or exchange thereof, the Conversion Price computed upon the 
original issue thereof (or upon the occurrence of a record date with respect 
thereto), and any subsequent adjustments based thereon, shall, upon any such 
increase or decrease becoming effective, be recomputed to reflect such 
increase or decrease insofar as it affects such Options or the rights of 
conversion or exchange under such Convertible Securities;

                                    (3) upon the expiration of any such 
Options or any rights of conversion or exchange under such Convertible 
Securities which shall not have been exercised, the Conversion Price computed 
upon the original issue thereof (or upon the occurrence of a record date with 
respect thereto), and any subsequent adjustments based thereon, shall, upon 
such expiration, be recomputed as if,

                                             (A) in the case of Convertible 
Securities or Options for Common Stock, the only Additional Shares of Common 
Stock issued were shares of Common Stock, if any, actually issued upon the 
exercise of such Options or the conversion or exchange of such Convertible 
Securities and the consideration received therefor was the consideration 
actually received by the Corporation for the issue of all such Options, 
whether or not exercised, plus the consideration actually received by the 
Corporation upon such exercise, or for the issue of all such Convertible 
Securities which were actually converted or exchanged, plus the additional 
consideration, if any, actually received by the Corporation upon such 
conversion or exchange, and

                                             (B) in the case of Options for 
Convertible Securities, only the Convertible Securities, if any, actually 
issued upon the exercise thereof were issued at the time of issue of such 
Options, and the consideration received by the Corporation for the 


                                       9.


<PAGE>

Additional Shares of Common Stock deemed to have been then issued was the 
consideration actually received by the Corporation for the issue of all such 
Options, whether or not exercised, plus the consideration deemed to have been 
received by the Corporation upon the issue of the Convertible Securities with 
respect to which such Options were actually exercised;

                                    (4) no readjustment pursuant to clause 
(2) or (3) above shall have the effect of increasing the Conversion Price to 
an amount which exceeds the lower of (i) the Conversion Price on the original 
adjustment date, or (ii) the Conversion Price that would have resulted from 
any issuance of Additional Shares of Common Stock between the original 
adjustment date and such readjustment date; and

                                    (5) in the case of any Options which 
expire by their terms not more than 90 days after the date of issue thereof, 
no adjustment of the Conversion Price shall be made until the expiration or 
exercise of all such Options.

                           (iii) ADJUSTMENT OF CONVERSION PRICE UPON ISSUANCE 
OF ADDITIONAL SHARES OF COMMON STOCK.

                                    (1) SERIES E PREFERRED, SERIES F 
PREFERRED AND SERIES H PREFERRED, SERIES J PREFERRED SERIES K PREFERRED AND 
SERIES L PREFERRED. In the event the Corporation shall issue Additional 
Shares of Common Stock (including Additional Shares of Common Stock deemed to 
be issued pursuant to Section 4(d)(ii)) after the Original Issue Date without 
consideration or for consideration per share less than the Conversion Price 
for (i) the Series E Preferred, (ii) the Series F Preferred, (iii) the Series 
H Preferred, (iv) the Series J Preferred, (v) Series K Preferred, and/or (vi) 
Series L Preferred in effect on the date of and immediately prior to such 
issue, then and in such event, the Conversion Price for the (i) Series E 
Preferred, (ii) Series F Preferred, (iii) Series H Preferred, (iv) Series J 
Preferred, (v) Series K Preferred, and/or (vi) Series L Preferred if the 
applicable consideration per share is less than the Conversion Price then in 
effect for such series of Series Preferred, shall be reduced, concurrently 
with such issue, to a price determined by multiplying such Conversion Price 
by a fraction, the numerator of which shall be the number of shares of Common 
Stock outstanding immediately prior to such issue (including all shares of 
Common Stock issuable upon conversion of the outstanding shares of Preferred 
and all shares of Common Stock reserved for future issuance by the Board of 
Directors of the Corporation) plus the number of shares of Common Stock which 
the aggregate consideration received by the Corporation for the total number 
of Additional Shares of Common Stock so issued would purchase at such 
Conversion Price; and the denominator of which shall be the number of shares 
of Common Stock outstanding immediately prior to such issue (including all 
shares of Common Stock issuable upon conversion of the outstanding shares of 
Preferred and all shares of Common Stock reserved for future issuance by the 
Board of Directors of the Corporation) plus the number of such Additional 
Shares of Common Stock so issued. In the event the Conversion Price for the 
Series K Preferred shall be adjusted as a result of this Section 4(d)(iii), 
the Minimum Price (as defined below) shall also be adjusted by the same 
fraction used to adjust the Conversion Price for the Series K Preferred.

                                    (2) SERIES G PREFERRED. In the event the 
Corporation shall issue Additional Shares of Common Stock (including 
Additional Shares of Common Stock deemed to be issued pursuant to Section 
4(d)(ii)) after the Original Issue Date and on or prior to 


                                       10.


<PAGE>

September 30, 1995 (the "Trigger Date"), without consideration or for 
consideration per share less than the Conversion Price for the Series G 
Preferred in effect on the date of and immediately prior to such issue, then 
and in such event, the Conversion Price for the Series G Preferred shall be 
reduced, concurrently with such issue, to a price equal to the amount of 
consideration received by the Corporation per share in such issuance. In the 
event this Corporation shall issue Additional Shares of Common Stock 
(including Additional Shares of Common Stock deemed to be issued pursuant to 
Section 4(d)(ii)) after the Trigger Date without consideration or for 
consideration per share less than the Conversion Price of the Series G 
Preferred in effect on the date of and immediately prior to such issue, then 
in such event, the Conversion Price of Series G Preferred shall be reduced, 
concurrently with such issue, to a price determined by multiplying such 
Conversion Price by a fraction, the numerator of which shall be the number of 
shares of Common Stock outstanding immediately prior to such issue (including 
all shares of Common Stock issuable upon conversion of the outstanding 
Preferred Stock and all shares of Common Stock received for future issuance 
by the Board of Directors of the Corporation) plus the number of shares of 
Common Stock which the aggregate consideration received by the Corporation 
for the total number of Additional Shares of Common Stock so issued would 
purchase at such Conversion Price; and the denominator of which shall be the 
number of shares of Common Stock outstanding immediately prior to such issue 
(including all shares of Common Stock issuable upon conversion of the 
outstanding Preferred Stock and all shares of Common Stock reserved for 
future issuance by the Board of Directors of the Corporation) plus the number 
of such Additional Shares of Common Stock so issued.

                                    (3) SERIES J PREFERRED. In the event the 
Corporation shall undertake an Initial Public Offering at certain per share 
prices set forth below (appropriately adjusted for any stock dividends, stock 
splits, combinations, recapitalizations or similar events), the Series J 
Preferred will undergo a Conversion Price adjustment. If the price per share 
to the public in the Initial Public Offering is equal to or less than $11.22 
and higher than $9.82, the Conversion Price will be adjusted to $12.38345 per 
share. If the price per share to the public in the Initial Public Offering is 
equal to or less than $9.82 and higher than $8.42, the Conversion Price will 
be adjusted to $11.69611 per share. If the price per share to the public in 
the Initial Public Offering is equal to or less than $8.42 and higher than 
$7.02, the Conversion Price will be adjusted to $11.07622 per share. If the 
price per share to the public in the Initial Public Offering is equal to or 
less than $7.02, the Conversion Price will be adjusted to $10.52310 per share.

                                    (4) SERIES K PREFERRED. In the event of 
(i) an Initial Public Offering, (ii) a liquidation, dissolution, or winding 
up of the Corporation, either voluntary or involuntary or (iii) a Change of 
Control (collectively, a "Liquidity Event"), during the time periods and at 
the per share prices set forth below (appropriately adjusted for any stock 
dividends, stock splits, combinations, recapitalizations or similar events), 
the Series K Preferred will undergo a Conversion Price adjustment. If the 
price per share (on an if-as-converted to Common Stock basis) in the 
Liquidity Event (the "Liquidity Price") is less than $21.11 per share, and 
the Liquidity Event occurs prior to the first anniversary of the first 
issuance date of the Series K Preferred (the "Series K Issuance Date"), the 
Conversion Price for the Series K Preferred will be adjusted to forty-five 
percent (45%) of the Liquidity Price. If the Liquidity Price is less than 
$27.14 per share and the Liquidity Event occurs after the first anniversary 
and prior to the second anniversary of the Series K Issuance Date, the 
Conversion Price will be adjusted to thirty-five percent (35%) of the 
Liquidity Price. If the Liquidity Price is less than 


                                       11.


<PAGE>

$38.00 per share and the Liquidity Event occurs after the second anniversary 
of the Series K Issuance Date, the Conversion Price will be adjusted to 
twenty-five percent (25%) of the Liquidity Price. Notwithstanding the 
foregoing, in no event shall the minimum Conversion price per share of the 
Series K Preferred be adjusted below $5.00 per share (appropriately adjusted 
under Section 4(d)(iii)(1) and for any stock dividends, stock splits, 
combinations, recapitalizations or similar events) (the "Minimum Price").

                           (iv) DETERMINATION OF CONSIDERATION. For purposes 
of this Section 4(d), the consideration received by the Corporation for the 
issue of any Additional Shares of Common Stock shall be computed as follows:

                                    (1) CASH AND PROPERTY. Such consideration 
shall:

                                             (A) insofar as it consists of 
cash, be computed at the aggregate amount of cash received by the Corporation 
excluding amounts paid or payable for accrued interest or accrued dividends;

                                             (B) insofar as it consists of 
property other than cash, be computed at the fair value thereof at the time 
of such issue, as determined in good faith by the Board irrespective of any 
accounting treatment; and

                                             (C) in the event Additional 
Shares of Common Stock are issued together with other shares or securities or 
other assets of the Corporation for consideration which covers both, be the 
proportion of such consideration so received, computed as provided in clauses 
(A) and (B) above, as determined in good faith by the Board.

                                    (2) OPTIONS AND CONVERTIBLE SECURITIES. 
The consideration per share received by the Corporation for Additional Shares 
of Common Stock deemed to have been issued pursuant to Section 4(d)(ii), 
relating to Options and Convertible Securities, shall be determined by 
dividing

                                             (x) the total amount, if any, 
received or receivable by the Corporation as consideration for the issue of 
such Options or Convertible Securities, plus the minimum aggregate amount of 
additional consideration (as set forth in the instruments relating thereto, 
without regard to any provision contained therein for a subsequent adjustment 
of such consideration) payable to the Corporation upon the exercise of such 
Options or the conversion or exchange of such Convertible Securities, or in 
the case of Options for Convertible Securities, the exercise of such Options 
for Convertible Securities and the conversion or exchange of such Convertible 
Securities by

                                             (y) the maximum number of shares 
of Common Stock (as set forth in the instruments relating thereto, without 
regard to any provision contained therein for a subsequent adjustment of such 
number) issuable upon the exercise of such Options or the conversion or 
exchange of such Convertible Securities.



                                       12.


<PAGE>

                           (e)      ADJUSTMENTS TO CONVERSION PRICE.

                                    (i) ADJUSTMENTS FOR STOCK DIVIDENDS, 
SUBDIVISIONS, COMBINATIONS OR CONSOLIDATION OF COMMON STOCK. In the event the 
outstanding shares of Common Stock shall be, after the Original Issue Date, 
subdivided (by stock split or otherwise) into a greater number of shares of 
Common Stock, or the Corporation shall declare or pay any dividend on the 
Common Stock payable in Common Stock, the Conversion Price for each series 
then in effect shall, concurrently with the effectiveness of such subdivision 
or stock dividend, be proportionately decreased based on the ratio of (i) the 
number of shares of Common Stock outstanding immediately prior to such 
subdivision or stock dividend to (ii) the number of shares of Common Stock 
outstanding immediately after such subdivision or stock dividend. In the 
event the outstanding shares of Common Stock shall, after the Original Issue 
Date, be combined or consolidated, by reclassification or otherwise, into a 
lesser number of shares of Common Stock, the Conversion Price for each series 
then in effect shall, concurrently with the effectiveness of such combination 
or consolidation, be proportionately increased on the same basis as set forth 
above.

                                    (ii) ADJUSTMENTS FOR OTHER DISTRIBUTIONS. 
In the event the Corporation at any time or from time to time, after the 
Original Issue Date, makes, or fixes a record date for the determination of 
holders of Common Stock entitled to receive any distribution payable in 
securities of the Corporation other than shares of Common Stock and other 
than as otherwise adjusted in this Section 4 or as otherwise provided in 
Section 2, then and in each such event provision shall be made so that the 
holders of Preferred shall receive upon conversion thereof, in addition to 
the number of shares of Common Stock receivable thereupon, the amount of 
securities of the Corporation which they would have received had their shares 
of Preferred been converted into Common Stock on the date of such event and 
had they thereafter, during the period from the date of such event to and 
including the date of conversion, retained such securities receivable by them 
as aforesaid during such period, subject to all other adjustments called for 
during such period under this Section 4 with respect to the rights of the 
holders of the Preferred.

                                    (iii) ADJUSTMENTS FOR RECLASSIFICATION, 
EXCHANGE AND SUBSTITUTION. If the Common Stock issuable upon conversion of 
shares of Preferred shall, after the Original Issue Date, be changed into the 
same or a different number of shares of any other class or classes of stock, 
whether by capital reorganization, reclassification or otherwise (other than 
a subdivision or combination of shares provided for above), the Conversion 
Price then in effect shall, concurrently with the effectiveness of such 
reorganization or reclassification, be proportionately adjusted such that the 
shares of Preferred shall be convertible into, in lieu of the number of 
shares of Common Stock which the holders would otherwise have been entitled 
to receive, a number of shares of such other class or classes of stock 
equivalent to the number of shares of Common Stock that would have been 
subject to receipt by the holders upon conversion of the Preferred 
immediately before that change.

                           (f) NO IMPAIRMENT. Except as permitted by Section 
6, the Corporation will not, by amendment of its Articles of Incorporation or 
through any reorganization, transfer of assets, consolidation, merger, 
dissolution, issue or sale of securities or any other voluntary action, avoid 
or seek to avoid the observance or performance of any of the 


                                       13.


<PAGE>

terms to be observed or performed hereunder by the Corporation but will at 
all times in good faith assist in the carrying out of all the provisions of 
this Section 4 and in the taking of all such action as may be necessary or 
appropriate in order to protect the Conversion Rights of the holders of 
Preferred against impairment, including setting aside and reserving for 
future issuance upon conversion of the outstanding shares of Preferred the 
number of shares of Common Stock issuable upon such conversion.

                           (g) CERTIFICATE AS TO ADJUSTMENTS. Upon the 
occurrence of each adjustment or readjustment of the Conversion Price for a 
series of Preferred pursuant to this Section 4, the Corporation at its 
expense shall promptly compute such adjustment or readjustment in accordance 
with the terms hereof and furnish to each holder of such series of Preferred 
a certificate setting forth such adjustment or readjustment and showing in 
detail the facts upon which such adjustment or readjustment is based. The 
Corporation shall, upon the written request at any time of any holder of such 
series of Preferred, furnish or cause to be furnished to such holder a like 
certificate setting forth (i) such adjustments and readjustments, (ii) the 
Conversion Price in effect at the time for such series, and (iii) the number 
of shares of Common Stock and the amount, if any, of other property which at 
the time would be received upon the conversion of such series of Preferred.

                           (h) NOTICES OF RECORD DATE. In the event that the 
Corporation shall propose at any time:

                                    (i) to declare any dividend or 
distribution upon its Common Stock, whether in cash, property, stock or other 
securities, whether or not a regular cash dividend and whether or not out of 
earnings or earned surplus;

                                    (ii) to offer for subscription pro rata 
to the holders of any class or series of its stock any additional shares of 
stock of any class or series or any other similar rights;

                                    (iii) to effect any reclassification or 
recapitalization of its Common Stock outstanding which results in a change in 
the Common Stock; or

                                    (iv) to merge or consolidate with or into 
any other corporation, or sell, lease or convey all or substantially all its 
property or business, or to liquidate, dissolve or wind up;

                                    Then, in connection with each such event, 
the Corporation shall send to the holders of the Preferred:

                                             (1) at least 20 days' prior 
written notice of the date on which a record shall be taken for such 
dividend, distribution or subscription rights (and specifying the date on 
which the holders of Common Stock shall be entitled thereto) or for 
determining rights to vote on the matters referred to in (iii) and (iv) 
above; and

                                             (2) in the case of the matters 
referred to in (iii) and (iv) above, at least 20 days' prior written notice 
of the date when the same shall take place and specifying the date on which 
the holders of Common Stock shall be entitled to exchange their 


                                       14.


<PAGE>

Common Stock for securities or other property deliverable upon the occurrence 
of such event or the record date for the determination of such holders if 
such record date is earlier.

         Each such written notice shall be delivered personally or given by 
first class mail, postage prepaid, addressed to the holders of the Preferred 
at the address for each such holder as shown on the books of the Corporation.

         5.       REDEMPTION OF SERIES J PREFERRED.

                  (a) At the option of the holder thereof to be exercised not 
less than sixty (60) days prior to the date of first redemption, the 
Corporation shall redeem, from any source of funds legally available 
therefor, the Series J Preferred in ten equal quarterly installments 
beginning not earlier than December 31, 1998, and continuing thereafter on 
the same day of the month, on a quarterly basis, (each a "Series J Redemption 
Date") until the remaining Series J Preferred outstanding shall be redeemed. 
The Corporation shall effect such redemptions on the applicable Series J 
Preferred Redemption by paying in cash in exchange for the shares of Series J 
Preferred to be redeemed a sum equal to $14.03274 per share of Series J 
Preferred (as adjusted for any stock dividends, combinations or splits or 
other adjustments pursuant to Section 4 with respect to such shares) plus all 
declared but unpaid dividends on such shares (the "Series J Redemption 
Price").

                  (b) The Corporation shall also pay interest on the 
outstanding balance due with respect to the Series J Redemption Price, to 
begin accruing on the first Series J Redemption Date, at 9 1/2% per annUM and 
to be payable with each subsequent installment ("Series J Interest Payment"). 
The Series J Interest Payment for each quarter shall be calculated as the 
number of Series J Preferred then outstanding times the Series J Redemption 
Price times 1/4 times .095.

                  (c) At least 10 but not more than 20 days prior to each 
Series J Redemption Date written notice shall be mailed, first class postage 
prepaid, to the holder of record (at the close of business on the business 
day next preceding the day on which notice is given) of the Series J 
Preferred to be redeemed, at the address last shown on the records of the 
Corporation for such holder, notifying such holder of the redemption to be 
effected, specifying the number of shares to be redeemed from such holder, 
the Series J Redemption Date, the Series J Redemption Price, the place at 
which payment may be obtained and calling upon such holder to surrender to 
the Corporation, in the manner and at the place designated, his certificate 
or certificates representing the shares to be redeemed (the "Redemption 
Notice"). On or after the Redemption Date, such holder shall surrender to the 
Corporation the certificate or certificates representing such shares, in the 
manner and at the place designated in the Redemption Notice, and thereupon 
the Series J Redemption Price of such shares shall be payable to the order of 
the person whose name appears on such certificate or certificates as the 
owner thereof and each surrendered certificate shall be canceled. In the 
event less than all the shares represented by any such certificate are 
redeemed, a new certificate shall promptly be issued representing the 
unredeemed shares.

                  (d) From and after the Series J Redemption Date, unless 
there shall have been a default in payment of the Redemption Price, all 
rights of the holder of shares of Series J Preferred designated for 
redemption in the Redemption Notice as holder of Series J Preferred 


                                       15.


<PAGE>

shall cease with respect to such shares, and such shares shall not thereafter 
be transferred on the books of the Corporation or be deemed to be outstanding 
for any purpose whatsoever. If the funds of the Corporation legally available 
for redemption of shares of Series J Preferred on any Redemption Date are 
insufficient to redeem the total number of shares of Series J Preferred to be 
redeemed on such date and pay the Series J Redemption Price, those funds 
which are legally available will be used to redeem the maximum possible 
number of such shares to be redeemed. The shares of Series J Preferred not 
redeemed shall remain outstanding and shall be entitled to all the rights and 
preferences provided herein. The Series J Redemption Prices to the extent not 
paid when due shall accrue interest in accordance with the terms hereof every 
quarter until paid. At any time thereafter when additional funds of the 
Corporation are legally available for the redemption of shares of Series J 
Preferred such funds will immediately be used to redeem the balance of the 
shares which the Corporation has become obliged to redeem on any Redemption 
Date, but which it has not redeemed, and pay any amounts owed for Series J 
Redemption Prices and Interest Payments.

                  (e) On or prior to each Redemption Date, the Corporation 
shall deposit the Series J Preferred Redemption Price of all shares of Series 
J Preferred designated for redemption in the Redemption Notice and not yet 
redeemed plus the Series J Interest Payment due with respect thereto or so 
much thereof as is then legally available in accordance with Section 5(d), 
with a bank or trust corporation having aggregate capital and surplus in 
excess of $100,000,000 as a trust fund for the benefit of the holder of the 
shares designated for redemption and not yet redeemed, with irrevocable 
instructions and authority to the bank or trust corporation to pay the Series 
J Redemption Price for such shares to their respective holders on or after 
the Redemption Date upon receipt of notification from the Corporation that 
such holder has surrendered his share certificate to the Corporation pursuant 
to Section (c) above. For each Series J Redemption Date, unless otherwise 
provided in Section 5(d) above, the deposit shall constitute full payment of 
the shares to their holders, and from and after Series J Redemption Date the 
shares so called for redemption shall be redeemed and shall be deemed to be 
no longer outstanding, and the holder thereof shall cease to be shareholder 
with respect thereto except the rights to receive from the bank or trust 
corporation payment of the Series J Redemption Price of the shares, without 
interest, upon surrender of their certificates therefor. Such instructions 
shall also provide that any moneys deposited by the Corporation pursuant to 
this Section 5(e) for the redemption of shares thereafter converted into 
shares of the Corporation's Common Stock hereof prior to the Redemption Date 
shall be returned to the Corporation forthwith upon such conversion. The 
balance of any moneys deposited by the Corporation pursuant to this Section 
5(e) remaining unclaimed at the expiration of two (2) years following each 
Series J Redemption Date shall thereafter be returned to the Corporation upon 
its request expressed in a resolution of its Board of Directors.

         6. COVENANTS. In addition to any other rights provided by law, so 
long as any shares of Preferred shall be outstanding, the Corporation shall 
not, without first obtaining the affirmative vote or written consent of the 
holders of not less than a majority of the outstanding shares of a series of 
Preferred:

                  (a) amend or repeal any provision of, or add any provision 
to, the Corporation's Articles of Incorporation if such action would 
materially and adversely directly alter or change the preferences, rights, or 
privileges of such series of Preferred;


                                       16.


<PAGE>

                  (b) increase or decrease the authorized number of shares of 
such series of Preferred;

                  (c) authorize, issue, or enter into any agreement providing 
for the issuance of any capital stock or other equity security which is 
senior to such series of Preferred with respect to the payment of dividends, 
redemption, or distribution upon liquidation; or

                  (d) redeem, purchase, or otherwise acquire any of the 
Corporation's capital stock or other equity securities other than (i) shares 
of Common Stock repurchased at cost from terminated employees or consultants 
pursuant to contractual arrangements, or (ii) shares of Preferred redeemed 
pursuant to the terms of the Articles of Incorporation of the Corporation.

         In addition to any other rights provided by law, so long as any 
shares of Preferred shall be outstanding, the Corporation shall not, without 
first obtaining the affirmative vote or written consent of the holders of a 
majority of the outstanding shares of Preferred, voting together as a single 
class (including the Series J Preferred):

                           (a) sell or convey all or substantially all of its 
property or business or merge into or consolidate with any other corporation 
if immediately after such merger or consolidation the shareholders of the 
Corporation shall hold less than 50% of the voting power of the surviving 
corporation; or

                           (b) liquidate, dissolve, or effect a recapitalization
or reorganization of the Corporation.


                                       VI.

                  For the management of the business and for the conduct of 
the affairs of the corporation, and in further definition, limitation and 
regulation of the powers of the corporation, of its directors and of its 
stockholders or any class thereof, as the case may be, it is further provided 
that:

         A.

                  1. The management of the business and the conduct of the 
affairs of the corporation shall be vested in its Board of Directors. The 
number of directors which shall constitute the whole Board of Directors shall 
be fixed exclusively by one or more resolutions adopted by the Board of 
Directors.

                  2. BOARD OF DIRECTORS

                           a. Subject to the rights of the holders of any 
series of Preferred Stock to elect additional directors under specified 
circumstances, following the closing of the initial public offering pursuant 
to an effective registration statement under the Securities Act of 1933, as 
amended (the "1933 Act"), covering the offer and sale of Common Stock to the 
public (the "Initial Public Offering"), the directors shall be divided into 
three classes designated as Class I, Class II and Class III, respectively. 
Directors shall be assigned to each class in accordance with 


                                       17.


<PAGE>

a resolution or resolutions adopted by the Board of Directors. At the first 
annual meeting of stockholders following the closing of the Initial Public 
Offering, the term of office of the Class I directors shall expire and Class 
I directors shall be elected for a full term of three years. At the second 
annual meeting of stockholders following the Initial Public Offering, the 
term of office of the Class II directors shall expire and Class II directors 
shall be elected for a full term of three years. At the third annual meeting 
of stockholders following the Initial Public Offering, the term of office of 
the Class III directors shall expire and Class III directors shall be elected 
for a full term of three years. At each succeeding annual meeting of 
stockholders, directors shall be elected for a full term of three years to 
succeed the directors of the class whose terms expire at such annual meeting. 
During such time or times that the corporation is subject to Section 2115(b) 
of the California General Corporation Law ("CGCL"), this Section A.2.a of 
this Article VI shall become effective and be applicable only when the 
corporation is a "listed" corporation within the meaning of Section 301.5 of 
the CGCL.

                           b. In the event that the corporation is unable to 
have a classified board under applicable law, Section 301.5 of the CGCL, 
Section A. 2. a. of this Article VI shall not apply and all directors shall 
be elected at each annual meeting of stockholders to hold office until the 
next annual meeting.

                           c. No stockholder entitled to vote at an election 
for directors may cumulate votes to which such stockholder is entitled, 
unless, at the time of such election, the corporation (i) is subject to 
Section 2115(b) of the CGCL AND (ii) is not or ceases to be a "listed" 
corporation under Section 301.5 of the CGCL. During this time, every 
stockholder entitled to vote at an election for directors may cumulate such 
stockholder's votes and give one candidate a number of votes equal to the 
number of directors to be elected multiplied by the number of votes to which 
such stockholder's shares are otherwise entitled, or distribute the 
stockholder's votes on the same principle among as many candidates as such 
stockholder thinks fit. No stockholder, however, shall be entitled to so 
cumulate such stockholder's votes unless (i) the names of such candidate or 
candidates have been placed in nomination prior to the voting and (ii) the 
stockholder has given notice at the meeting, prior to the voting, of such 
stockholder's intention to cumulate such stockholder's votes. If any 
stockholder has given proper notice to cumulate votes, all stockholders may 
cumulate their votes for any candidates who have been properly placed in 
nomination. Under cumulative voting, the candidates receiving the highest 
number of votes, up to the number of directors to be elected, are elected.

         Notwithstanding the foregoing provisions of this section, each 
director shall serve until his successor is duly elected and qualified or 
until his death, resignation or removal. No decrease in the number of 
directors constituting the Board of Directors shall shorten the term of any 
incumbent director.

         3. REMOVAL OF DIRECTORS

                           a. During such time or times that the corporation 
is subject to Section 2115(b) of the CGCL, the Board of Directors or any 
individual director may be removed from office at any time without cause by 
the affirmative vote of the holders of at least a majority of the outstanding 
shares entitled to vote on such removal; provided, however, that unless the 
entire Board is removed, no individual director may be removed when the votes 
cast against such 


                                       18.


<PAGE>

director's removal, or not consenting in writing to such removal, would be 
sufficient to elect that director if voted cumulatively at an election which 
the same total number of votes were cast (or, if such action is taken by 
written consent, all shares entitled to vote were voted) and the entire 
number of directors authorized at the time of such director's most recent 
election were then being elected.

                           b. At any time or times that the corporation is 
not subject to Section 2115(b) of the CGCL and subject to any limitations 
imposed by law, Section A. 3. a. above shall no longer apply and removal 
shall be as provided in Section 141(k) of the DGCL.

         4. VACANCIES

                           a. Subject to the rights of the holders of any 
series of Preferred Stock, any vacancies on the Board of Directors resulting 
from death, resignation, disqualification, removal or other causes and any 
newly created directorships resulting from any increase in the number of 
directors, shall, unless the Board of Directors determines by resolution that 
any such vacancies or newly created directorships shall be filled by the 
stockholders, except as otherwise provided by law, be filled only by the 
affirmative vote of a majority of the directors then in office, even though 
less than a quorum of the Board of Directors, and not by the stockholders. 
Any director elected in accordance with the preceding sentence shall hold 
office for the remainder of the full term of the director for which the 
vacancy was created or occurred and until such director's successor shall 
have been elected and qualified.

                           b. If at the time of filling any vacancy or any 
newly created directorship, the directors then in office shall constitute 
less than a majority of the whole board (as constituted immediately prior to 
any such increase), the Delaware Court of Chancery may, upon application of 
any stockholder or stockholders holding at least ten percent (10%) of the 
total number of the shares at the time outstanding having the right to vote 
for such directors, summarily order an election to be held to fill any such 
vacancies or newly created directorships, or to replace the directors chosen 
by the directors then in offices as aforesaid, which election shall be 
governed by Section 211 of the DGCL.

                           c. At any time or times that the corporation is 
subject to Section 2115(b) of the CGCL, if, after the filling of any vacancy 
by the directors then in office who have been elected by stockholders shall 
constitute less than a majority of the directors then in office, then

                                    (i) Any holder or holders of an aggregate 
of five percent (5%) or more of the total number of shares at the time 
outstanding having the right to vote for those directors may call a special 
meeting of stockholders; or

                                    (ii) The Superior Court of the proper 
county shall, upon application of such stockholder or stockholders, summarily 
order a special meeting of stockholders, to be held to elect the entire 
board, all in accordance with Section 305(c) of the CGCL. The term of office 
of any director shall terminate upon that election of a successor.


                                       19.


<PAGE>

         B.

                  1. Subject to paragraph (h) of Section 43 of the Bylaws, 
the Bylaws may be altered or amended or new Bylaws adopted by the affirmative 
vote of at least sixty-six and two-thirds percent (66-2/3%) of the voting 
power of all of the then-outstanding shares of the voting stock of the 
corporation entitled to vote. The Board of Directors shall also have the 
power to adopt, amend, or repeal Bylaws.

                  2. The directors of the corporation need not be elected by 
written ballot unless the Bylaws so provide.

                  3. No action shall be taken by the stockholders of the 
corporation except at an annual or special meeting of stockholders called in 
accordance with the Bylaws or by written consent of stockholders in 
accordance with the Bylaws prior to the closing of the Initial Public 
Offering and following the closing of the Initial Public Offering no action 
shall be taken by the stockholders by written consent.

                  4. Advance notice of stockholder nominations for the 
election of directors and of business to be brought by stockholders before 
any meeting of the stockholders of the corporation shall be given in the 
manner provided in the Bylaws of the corporation.

                                      VII.

         A. The liability of the directors for monetary damages shall be 
eliminated to the fullest extent under applicable law.

         B. This corporation is authorized to provide indemnification of 
agents (as defined in Section 317 of the CGCL) for breach of duty to the 
corporation and its shareholders through bylaw provisions or through 
agreements with the agents, or through shareholder resolutions, or otherwise, 
in excess of the indemnification otherwise permitted by Section 317 of the 
CGCL, subject, at any time or times the corporation is subject to Section 
2115(b) to the limits on such excess indemnification set forth in Section 204 
of the CGCL.

         C. Any repeal or modification of this Article VII shall be 
prospective and shall not affect the rights under this Article VII in effect 
at the time of the alleged occurrence of any act or omission to act giving 
rise to liability or indemnification.

                                      VIII.

         A. The corporation reserves the right to amend, alter, change or 
repeal any provision contained in this Certificate of Incorporation, in the 
manner now or hereafter prescribed by statute, except as provided in 
paragraph B. of this Article VII, and all rights conferred upon the 
stockholders herein are granted subject to this reservation.



                                       20.


<PAGE>

         B. Notwithstanding any other provisions of this Certificate of 
Incorporation or any provision of law which might otherwise permit a lesser 
vote or no vote, but in addition to any affirmative vote of the holders of 
any particular class or series of the Voting Stock required by law, this 
Certificate of Incorporation or any Preferred Stock Designation, the 
affirmative vote of the holders of at least sixty-six and two-thirds percent 
(66-2/3%) of the voting power of all of the then-outstanding shares of the 
voting stock, voting together as a single class, shall be required to alter, 
amend or repeal Articles VI, VII, and VIII.

                                       IX.

         The name and the mailing address of the Sole Incorporator is as 
follows:

                               Sally A. Kay
                               Cooley Godward LLP
                               Five Palo Alto Square
                               3000 El Camino Real
                               Palo Alto, CA 94306

         IN WITNESS WHEREOF, this Certificate has been subscribed this 4th 
day of April, 2000 by the undersigned who affirms that the statements made 
herein are true and correct.

                                              /s/ Sally A. Kay
                                              -------------------------------
                                              SALLY A. KAY
                                              SOLE INCORPORATOR



                                       21.





<PAGE>

                                                                    EXHIBIT 3.4


                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                                  OMNICELL.COM


                                       I.

     The name of this corporation is Omnicell.com.

                                      II.

     The address of the registered office of the corporation in the State of 
Delaware is 1013 Centre Road, City of Wilmington, 19805, County of New Castle 
and the name of the registered agent of the corporation in the State of 
Delaware at such address is Corporation Service Company.

                                      III.

     The purpose of this corporation is to engage in any lawful act or 
activity for which a corporation may be organized under the General 
Corporation Law of the State of Delaware.

                                      IV.

     A. This corporation is authorized to issue two classes of stock to be 
designated, respectively, "Common Stock" and "Preferred Stock." The total 
number of shares which the corporation is authorized to issue is sixty-eight 
million five hundred thousand (68,500,000) shares. Fifty million (50,000,000) 
shares shall be Common Stock, each having a par value of one-tenth of one 
cent ($.001). Five million (5,000,000) shares shall be Preferred Stock, each 
having a par value of one-tenth of one cent ($.001).

     B. The Preferred Stock may be issued from time to time in one or more 
series. The Board of Directors is hereby authorized, by filing a certificate 
(a "Preferred
 Stock Designation") pursuant to the Delaware General 
Corporation Law ("DGCL"), to fix or alter from time to time the designation, 
powers, preferences and rights of the shares of each such series and the 
qualifications, limitations or restrictions of any wholly unissued series of 
Preferred Stock, and to establish from time to time the number of shares 
constituting any such series or any of them; and to increase or decrease the 
number of shares of any series subsequent to the issuance of shares of that 
series, but not below the number of shares of such series then outstanding. 
In case the number of shares of any series shall be decreased in accordance 
with the foregoing sentence, the shares constituting such decrease shall 
resume the status that they had prior to the adoption of the resolution 
originally fixing the number of shares of such series.


<PAGE>

                                       V.

     For the management of the business and for the conduct of the affairs of
the corporation, and in further definition, limitation and regulation of the
powers of the corporation, of its directors and of its stockholders or any class
thereof, as the case may be, it is further provided that:

     A.

         1. The management of the business and the conduct of the affairs of the
corporation shall be vested in its Board of Directors. The number of directors
which shall constitute the whole Board of Directors shall be fixed exclusively
by one or more resolutions adopted by the Board of Directors.

         2. BOARD OF DIRECTORS

               a. Subject to the rights of the holders of any series of 
Preferred Stock to elect additional directors under specified circumstances, 
following the closing of the initial public offering pursuant to an effective 
registration statement under the Securities Act of 1933, as amended (the 
"1933 Act"), covering the offer and sale of Common Stock to the public (the 
"Initial Public Offering"), the directors shall be divided into three classes 
designated as Class I, Class II and Class III, respectively. Directors shall 
be assigned to each class in accordance with a resolution or resolutions 
adopted by the Board of Directors. At the first annual meeting of 
stockholders following the closing of the Initial Public Offering, the term 
of office of the Class I directors shall expire and Class I directors shall 
be elected for a full term of three years. At the second annual meeting of 
stockholders following the Initial Public Offering, the term of office of the 
Class II directors shall expire and Class II directors shall be elected for a 
full term of three years. At the third annual meeting of stockholders 
following the Initial Public Offering, the term of office of the Class III 
directors shall expire and Class III directors shall be elected for a full 
term of three years. At each succeeding annual meeting of stockholders, 
directors shall be elected for a full term of three years to succeed the 
directors of the class whose terms expire at such annual meeting. During such 
time or times that the corporation is subject to Section 2115(b) of the 
California General Corporation Law ("CGCL"), this Section A.2.a of this 
Article V shall become effective and be applicable only when the corporation 
is a "listed" corporation within the meaning of Section 301.5 of the CGCL.

               b. In the event that the corporation is unable to have a 
classified board under applicable law, Section 301.5 of the CGCL, Section A. 
2. a. of this Article V shall not apply and all directors shall be elected at 
each annual meeting of stockholders to hold office until the next annual 
meeting.

               c. No stockholder entitled to vote at an election for 
directors may cumulate votes to which such stockholder is entitled, unless, 
at the time of such election, the corporation (i) is subject to Section 
2115(b) of the CGCL AND (ii) is not or ceases to be a "listed" corporation 
under Section 301.5 of the CGCL. During this time, every stockholder entitled 
to vote at an election for directors may cumulate such stockholder's votes 
and give one candidate a number of votes equal to the number of directors to 
be elected multiplied by the number of votes


<PAGE>

to which such stockholder's shares are otherwise entitled, or distribute the 
stockholder's votes on the same principle among as many candidates as such 
stockholder thinks fit. No stockholder, however, shall be entitled to so 
cumulate such stockholder's votes unless (i) the names of such candidate or 
candidates have been placed in nomination prior to the voting and (ii) the 
stockholder has given notice at the meeting, prior to the voting, of such 
stockholder's intention to cumulate such stockholder's votes. If any 
stockholder has given proper notice to cumulate votes, all stockholders may 
cumulate their votes for any candidates who have been properly placed in 
nomination. Under cumulative voting, the candidates receiving the highest 
number of votes, up to the number of directors to be elected, are elected.

     Notwithstanding the foregoing provisions of this section, each director 
shall serve until his successor is duly elected and qualified or until his 
death, resignation or removal. No decrease in the number of directors 
constituting the Board of Directors shall shorten the term of any incumbent 
director.

         3. REMOVAL OF DIRECTORS

               a. During such time or times that the corporation is subject 
to Section 2115(b) of the CGCL, the Board of Directors or any individual 
director may be removed from office at any time without cause by the 
affirmative vote of the holders of at least a majority of the outstanding 
shares entitled to vote on such removal; provided, however, that unless the 
entire Board is removed, no individual director may be removed when the votes 
cast against such director's removal, or not consenting in writing to such 
removal, would be sufficient to elect that director if voted cumulatively at 
an election which the same total number of votes were cast (or, if such 
action is taken by written consent, all shares entitled to vote were voted) 
and the entire number of directors authorized at the time of such director's 
most recent election were then being elected.

               b. At any time or times that the corporation is not subject to 
Section 2115(b) of the CGCL and subject to any limitations imposed by law, 
Section A. 3. a. above shall no longer apply and removal shall be as provided 
in Section 141(k) of the DGCL.

         4. VACANCIES

               a. Subject to the rights of the holders of any series of 
Preferred Stock, any vacancies on the Board of Directors resulting from 
death, resignation, disqualification, removal or other causes and any newly 
created directorships resulting from any increase in the number of directors, 
shall, unless the Board of Directors determines by resolution that any such 
vacancies or newly created directorships shall be filled by the stockholders, 
except as otherwise provided by law, be filled only by the affirmative vote 
of a majority of the directors then in office, even though less than a quorum 
of the Board of Directors, and not by the stockholders. Any director elected 
in accordance with the preceding sentence shall hold office for the remainder 
of the full term of the director for which the vacancy was created or 
occurred and until such director's successor shall have been elected and 
qualified.

               b. If at the time of filling any vacancy or any newly created 
directorship, the directors then in office shall constitute less than a 
majority of the whole board


<PAGE>

(as constituted immediately prior to any such increase), the Delaware Court 
of Chancery may, upon application of any stockholder or stockholders holding 
at least ten percent (10%) of the total number of the shares at the time 
outstanding having the right to vote for such directors, summarily order an 
election to be held to fill any such vacancies or newly created 
directorships, or to replace the directors chosen by the directors then in 
offices as aforesaid, which election shall be governed by Section 211 of the 
DGCL.

               c. At any time or times that the corporation is subject to 
Section 2115(b) of the CGCL, if, after the filling of any vacancy by the 
directors then in office who have been elected by stockholders shall 
constitute less than a majority of the directors then in office, then

                    (i) Any holder or holders of an aggregate of five percent 
(5%) or more of the total number of shares at the time outstanding having the 
right to vote for those directors may call a special meeting of stockholders; 
or

                    (ii) The Superior Court of the proper county shall, upon 
application of such stockholder or stockholders, summarily order a special 
meeting of stockholders, to be held to elect the entire board, all in 
accordance with Section 305(c) of the CGCL. The term of office of any 
director shall terminate upon that election of a successor.

     B.

         1. Subject to paragraph (h) of Section 43 of the Bylaws, the Bylaws 
may be altered or amended or new Bylaws adopted by the affirmative vote of at 
least sixty-six and two-thirds percent (66-2/3%) of the voting power of all 
of the then-outstanding shares of the voting stock of the corporation 
entitled to vote. The Board of Directors shall also have the power to adopt, 
amend, or repeal Bylaws.

         2. The directors of the corporation need not be elected by written 
ballot unless the Bylaws so provide.

         3. No action shall be taken by the stockholders of the corporation 
except at an annual or special meeting of stockholders called in accordance 
with the Bylaws.

         4. Advance notice of stockholder nominations for the election of 
directors and of business to be brought by stockholders before any meeting of 
the stockholders of the corporation shall be given in the manner provided in 
the Bylaws of the corporation.


<PAGE>

                                      VI.

     A. The liability of the directors for monetary damages shall be 
eliminated to the fullest extent under applicable law.

     B. This corporation is authorized to provide indemnification of agents 
(as defined in Section 317 of the CGCL) for breach of duty to the corporation 
and its shareholders through bylaw provisions or through agreements with the 
agents, or through shareholder resolutions, or otherwise, in excess of the 
indemnification otherwise permitted by Section 317 of the CGCL, subject, at 
any time or times the corporation is subject to Section 2115(b) to the limits 
on such excess indemnification set forth in Section 204 of the CGCL.

     C. Any repeal or modification of this Article VI shall be prospective 
and shall not affect the rights under this Article VI in effect at the time 
of the alleged occurrence of any act or omission to act giving rise to 
liability or indemnification.

                                      VII.

     A. The corporation reserves the right to amend, alter, change or repeal 
any provision contained in this Certificate of Incorporation, in the manner 
now or hereafter prescribed by statute, except as provided in paragraph B. of 
this Article VII, and all rights conferred upon the stockholders herein are 
granted subject to this reservation.

     B. Notwithstanding any other provisions of this Certificate of 
Incorporation or any provision of law which might otherwise permit a lesser 
vote or no vote, but in addition to any affirmative vote of the holders of 
any particular class or series of the Voting Stock required by law, this 
Certificate of Incorporation or any Preferred Stock Designation, the 
affirmative vote of the holders of at least sixty-six and two-thirds percent 
(66-2/3%) of the voting power of all of the then-outstanding shares of the 
voting stock, voting together as a single class, shall be required to alter, 
amend or repeal Articles V, VI, and VII.




<PAGE>


                                                           EXHIBIT 3.5

                                     BYLAWS

                                       OF

                           OMNICELL TECHNOLOGIES, INC.


                                    ARTICLE 1

                                CORPORATE OFFICES


         SECTION 1.1 PRINCIPAL OFFICE The board of directors shall fix the 
location of the principal executive office of the corporation at any place 
within or outside the State of California. If the principal executive office 
is located outside such state and the corporation has one or more business 
offices in such state, then the board of directors shall fix and designate a 
principal business office in the State of California.

         SECTION 1.2 OTHER OFFICES. The board of directors may at any time 
establish branch or subordinate offices at any place or places where the 
corporation is qualified to do business.

                                    ARTICLE 2

                            MEETINGS OF SHAREHOLDERS


         SECTION 2.1 PLACE OF MEETINGS. Meetings of shareholders shall be 
held at any place within or outside the State of California designated by the 
board of directors. In the absence of any such designation, shareholders' 
meetings shall be held at the principal executive office of the corporation.

         SECTION 2.2 ANNUAL MEETING. The annual meeting of shareholders shall 
be held each year on a date and at a time designated by the board of 
directors. In the absence of such designation, the annual meeting
 of 
shareholders shall be held on the second Tuesday of May in each year at 10:00 
a.m. However, if such day falls on a legal holiday, then the meeting shall be 
held at the same time and place on the next succeeding full business day. At 
the meeting, directors shall be elected, and any other proper business may be 
transacted.

         SECTION 2.3 SPECIAL MEETING. A special meeting of the shareholders 
may be called at any time by the board of directors, or by the chairman of 
the board, or by the 

                                       1.


<PAGE>

president, or by one or more shareholders holding shares in the aggregate 
entitled to cast not less than ten percent (10%) of the votes at that meeting.

         If a special meeting is called by any person or persons other than 
the board of directors or the president or the chairman of the board, then 
the request shall be in writing, specifying the time of such meeting and the 
general nature of the business proposed to be transacted, and shall be 
delivered personally or sent by registered mail or by telegraphic or other 
facsimile transmission to the chairman of the board, the president, any vice 
president or the secretary of the corporation. The officer receiving the 
request shall cause notice to be promptly given to the shareholders entitled 
to vote, in accordance with the provisions of Sections 2.4 and 2.5 of these 
bylaws, that a meeting will be held at the time requested by the person or 
persons calling the meeting, so long as that time is not less than 
thirty-five (35) nor more than sixty (60) days after the receipt of the 
request. If the notice is not given within twenty (20) days after receipt of 
the request, then the person or persons requesting the meeting may give the 
notice. Nothing contained in this paragraph of this Section 2.3 shall be 
construed as limiting, fixing or affecting the time when a meeting of 
shareholders called by action of the board of directors may be held.

         SECTION 2.4 NOTICE OF SHAREHOLDERS' MEETINGS. All notices of 
meetings of shareholders shall be sent or otherwise given in accordance with 
Section 2.5 of these bylaws not less than ten (10) (or, if sent by 
third-class mail pursuant to Section 2.5 of these bylaws, thirty (30)) nor 
more than sixty (60) days before the date of the meeting. The notice shall 
specify the place, date, and hour of the meeting and (i) in the case of a 
special meeting, the general nature of the business to be transacted (no 
business other than that specified in the notice may be transacted) or (ii) 
in the case of the annual meeting, those matters which the board of 
directors, at the time of giving the notice, intends to present for action by 
the shareholders (but subject to the provisions of the next paragraph of this 
Section 2.4 , any proper matter may be presented at the meeting for such 
action). The notice of any meeting at which directors are to be elected shall 
include the name of any nominee or nominees who, at the time of the notice, 
the board intends to present for election.

         If action is proposed to be taken at any meeting for approval of (i) 
a contract or transaction in which a director has a direct or indirect 
financial interest, pursuant to Section 310 of the Corporations Code of 
California (the "Code"), (ii) an amendment of the articles of incorporation, 
pursuant to Section 902 of the Code, (iii) a reorganization of the 
corporation, pursuant to Section 1201 of the Code, (iv) a voluntary 
dissolution of the corporation, pursuant to Section 1900 of the Code, or (v) 
a distribution in dissolution other than in accordance with the rights of 
outstanding preferred shares, pursuant to Section 2007 of the Code, then the 
notice shall also state the general nature of that proposal.

         SECTION 2.5 MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE. Written
notice of any meeting of shareholders shall be given either (i) personally or
(ii) by first-class mail or 

                                       2.


<PAGE>

(iii) by third-class mail but only if the corporation has outstanding shares 
held of record by five hundred (500) or more persons (determined as provided 
in Section 605 of the Code) on the record date for the shareholders' meeting, 
or (iv) by telegraphic or other written communication. Notices not personally 
delivered shall be sent charges prepaid and shall be addressed to the 
shareholder at the address of that shareholder appearing on the books of the 
corporation or given by the shareholder to the corporation for the purpose of 
notice. If no such address appears on the corporation's books or is given, 
notice shall be deemed to have been given if sent to that shareholder by mail 
or telegraphic or other written communication to the corporation's principal 
executive office, or if published at least once in a newspaper of general 
circulation in the county where that office is located. Notice shall be 
deemed to have been given at the time when delivered personally or deposited 
in the mail or sent by telegram or other means of written communication.

         If any notice addressed to a shareholder at the address of that 
shareholder appearing on the books of the corporation is returned to the 
corporation by the United States Postal Service marked to indicate that the 
United States Postal Service is unable to deliver the notice to the 
shareholder at that address, then all future notices or reports shall be 
deemed to have been duly given without further mailing if the same shall be 
available to the shareholder on written demand of the shareholder at the 
principal executive office of the corporation for a period of one (1) year 
from the date of the giving of the notice.

         An affidavit of the mailing or other means of giving any notice of 
any shareholders' meeting, executed by the secretary, assistant secretary or 
any transfer agent of the corporation giving the notice, shall be prima facie 
evidence of the giving of such notice.

         SECTION 2.6 QUORUM. The presence in person or by proxy of the 
holders of a majority of the shares entitled to vote thereat constitutes a 
quorum for the transaction of business at all meetings of shareholders. The 
shareholders present at a duly called or held meeting at which a quorum is 
present may continue to do business until adjournment, notwithstanding the 
withdrawal of enough shareholders to leave less than a quorum, if any action 
taken (other than adjournment) is approved by at least a majority of the 
shares required to constitute a quorum.

         SECTION 2.7 ADJOURNED MEETING; NOTICE. Any shareholders' meeting, 
annual or special, whether or not a quorum is present, may be adjourned from 
time to time by the vote of the majority of the shares represented at that 
meeting, either in person or by proxy. In the absence of a quorum, no other 
business may be transacted at that meeting except as provided in Section 2.6 
of these bylaws.

         When any meeting of shareholders, either annual or special, is
adjourned to another time or place, notice need not be given of the adjourned
meeting if the time and place are announced at the meeting at which the
adjournment is taken. However, if a new record date 

                                       3.


<PAGE>

for the adjourned meeting is fixed or if the adjournment is for more than 
forty-five (45) days from the date set for the original meeting, then notice 
of the adjourned meeting shall be given. Notice of any such adjourned meeting 
shall be given to each shareholder of record entitled to vote at the 
adjourned meeting in accordance with the provisions of Sections 2.4 and 2.5 
and of these bylaws. At any adjourned meeting the corporation may transact 
any business which might have been transacted at the original meeting.

         SECTION 2.8 VOTING. The shareholders entitled to vote at any meeting 
of shareholders shall be determined in accordance with the provisions of 
Section 2.11 of these bylaws, subject to the provisions of Sections 702 
through 704 of the Code (relating to voting shares held by a fiduciary, in 
the name of a corporation or in joint ownership).

         The shareholders' vote may be by voice vote or by ballot; provided, 
however, that any election for directors must be by ballot if demanded by any 
shareholder at the meeting and before the voting has begun.

         Except as provided in the last paragraph of this Section 2.8, or as 
may be otherwise provided in the articles of incorporation, each outstanding 
share, regardless of class, shall be entitled to one vote on each matter 
submitted to a vote of the shareholders. Any shareholder entitled to vote on 
any matter may vote part of the shares in favor of the proposal and refrain 
from voting the remaining shares or, except when the matter is the election 
of directors, may vote them against the proposal; but, if the shareholder 
fails to specify the number of shares which the shareholder is voting 
affirmatively, it will be conclusively presumed that the shareholder's 
approving vote is with respect to all shares which the shareholder is 
entitled to vote.

         If a quorum is present, the affirmative vote of the majority of the 
shares represented and voting at a duly held meeting (which shares voting 
affirmatively also constitute at least a majority of the required quorum) 
shall be the act of the shareholders, unless the vote of a greater number or 
a vote by classes is required by the Code or by the articles of incorporation.

         At a shareholders' meeting at which directors are to be elected, a 
shareholder shall be entitled to cumulate votes (i.e., cast for any candidate 
a number of votes greater than the number of votes which such shareholder 
normally is entitled to cast) if the candidates' names have been placed in 
nomination prior to commencement of the voting and the shareholder has given 
notice prior to commencement of the voting of the shareholder's intention to 
cumulate votes. If any shareholder has given such a notice, then every 
shareholder entitled to vote may cumulate votes for candidates in nomination 
either (i) by giving one candidate a number of votes equal to the number of 
directors to be elected multiplied by the number of votes to which that 
shareholder's shares are normally entitled or (ii) by distributing the 
shareholder's votes on the same principle among any or all of the 

                                       4.


<PAGE>

candidates, as the shareholder thinks fit. The candidates receiving the 
highest number of affirmative votes, up to the number of directors to be 
elected, shall be elected; votes against any candidate and votes withheld 
shall have no legal effect.

         SECTION 2.9 VALIDATION OF MEETINGS; WAIVER OF NOTICE; CONSENT

            The transactions of any meeting of shareholders, either annual or 
special, however called and noticed, and wherever held, shall be as valid as 
though they had been taken at a meeting duly held after regular call and 
notice, if a quorum be present either in person or by proxy, and if, either 
before or after the meeting, each person entitled to vote, who was not 
present in person or by proxy, signs a written waiver of notice or a consent 
to the holding of the meeting or an approval of the minutes thereof. The 
waiver of notice or consent or approval need not specify either the business 
to be transacted or the purpose of any annual or special meeting of 
shareholders, except that if action is taken or proposed to be taken for 
approval of any of those matters specified in the second paragraph of Section 
2.4 of these bylaws, the waiver of notice or consent or approval shall state 
the general nature of the proposal. All such waivers, consents, and approvals 
shall be filed with the corporate records or made a part of the minutes of 
the meeting.

         Attendance by a person at a meeting shall also constitute a waiver 
of notice of and presence at that meeting, except when the person objects at 
the beginning of the meeting to the transaction of any business because the 
meeting is not lawfully called or convened. Attendance at a meeting is not a 
waiver of any right to object to the consideration of matters required by the 
Code to be included in the notice of the meeting but not so included, if that 
objection is expressly made at the meeting.

         SECTION 2.10 SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A 
MEETING. Any action which may be taken at any annual or special meeting of 
shareholders may be taken without a meeting and without prior notice, if a 
consent in writing, setting forth the action so taken, is signed by the 
holders of outstanding shares having not less than the minimum number of 
votes that would be necessary to authorize or take that action at a meeting 
at which all shares entitled to vote on that action were present and voted.

         In the case of election of directors, such a consent shall be 
effective only if signed by the holders of all outstanding shares entitled to 
vote for the election of directors. However, a director may be elected at any 
time to fill any vacancy on the board of directors, provided that it was not 
created by removal of a director and that it has not been filled by the 
directors, by the written consent of the holders of a majority of the 
outstanding shares entitled to vote for the election of directors.

         All such consents shall be maintained in the corporate records. Any 
shareholder giving a written consent, or the shareholder's proxy holders, or 
a transferee of the shares, or 

                                       5.


<PAGE>

a personal representative of the shareholder, or their respective proxy 
holders, may revoke the consent by a writing received by the secretary of the 
corporation before written consents of the number of shares required to 
authorize the proposed action have been filed with the secretary.

         If the consents of all shareholders entitled to vote have not been 
solicited in writing and if the unanimous written consent of all such 
shareholders has not been received, then the secretary shall give prompt 
notice of the corporate action approved by the shareholders without a 
meeting. Such notice shall be given to those shareholders entitled to vote 
who have not consented in writing and shall be given in the manner specified 
in Section of these bylaws. In the case of approval of (i) a contract or 
transaction in which a director has a direct or indirect financial interest, 
pursuant to Section 310 of the Code, (ii) indemnification of a corporate 
"agent," pursuant to Section 317 of the Code, (iii) a reorganization of the 
corporation, pursuant to Section 1201 of the Code, and (iv) a distribution in 
dissolution other than in accordance with the rights of outstanding preferred 
shares, pursuant to Section 2007 of the Code, the notice shall be given at 
least ten (10) days before the consummation of any action authorized by that 
approval.

         SECTION 2.11 RECORD DATE FOR SHAREHOLDER NOTICE; VOTING; GIVING 
CONSENTS. For purposes of determining the shareholders entitled to notice of 
any meeting or to vote thereat or entitled to give consent to corporate 
action without a meeting, the board of directors may fix, in advance, a 
record date, which shall not be more than sixty (60) days nor less than ten 
(10) days before the date of any such meeting nor more than sixty (60) days 
before any such action without a meeting, and in such event only shareholders 
of record on the date so fixed are entitled to notice and to vote or to give 
consents, as the case may be, notwithstanding any transfer of any shares on 
the books of the corporation after the record date, except as otherwise 
provided in the Code.

         If the board of directors does not so fix a record date:

                  (a) the record date for determining shareholders entitled 
to notice of or to vote at a meeting of shareholders shall be at the close of 
business on the business day next preceding the day on which notice is given 
or, if notice is waived, at the close of business on the business day next 
preceding the day on which the meeting is held; and

                  (b) the record date for determining shareholders entitled 
to give consent to corporate action in writing without a meeting, (i) when no 
prior action by the board has been taken, shall be the day on which the first 
written consent is given, or (ii) when prior action by the board has been 
taken, shall be at the close of business on the day on which the board adopts 
the resolution relating to that action, or the sixtieth (60th) day before the 
date of such other action, whichever is later.

                                       6.


<PAGE>

         The record date for any other purpose shall be as provided in 
Article 8 of these bylaws.

         SECTION 2.12 PROXIES. Every person entitled to vote for directors, 
or on any other matter, shall have the right to do so either in person or by 
one or more agents authorized by a written proxy signed by the person and 
filed with the secretary of the corporation. A proxy shall be deemed signed 
if the shareholder's name is placed on the proxy whether by manual signature, 
typewriting, telegraphic transmission or otherwise) by the shareholder or the 
shareholder's attorney-in-fact. A validly executed proxy which does not state 
that it is irrevocable shall continue in full force and effect unless (i) the 
person who executed the proxy revokes it prior to the time of voting by 
delivering a writing to the corporation stating that the proxy is revoked or 
by executing a subsequent proxy and presenting it to the meeting or by voting 
in person at the meeting, or (ii) written notice of the death or incapacity 
of the maker of that proxy is received by the corporation before the vote 
pursuant to that proxy is counted; provided, however, that no proxy shall be 
valid after the expiration of eleven (11) months from the date of the proxy, 
unless otherwise provided in the proxy. The dates contained on the forms of 
proxy presumptively determine the order of execution, regardless of the 
postmark dates on the envelopes in which they are mailed. The revocability of 
a proxy that states on its face that it is irrevocable shall be governed by 
the provisions of Sections 705(e) and 705(f) of the Code.

         SECTION 2.13 INSPECTORS OF ELECTION. Before any meeting of 
shareholders, the board of directors may appoint an inspector or inspectors 
of election to act at the meeting or its adjournment. If no inspector of 
election is so appointed, then the chairman of the meeting may, and on the 
request of any shareholder or a shareholder's proxy shall, appoint an 
inspector or inspectors of election to act at the meeting. The number of 
inspectors shall be either one (1) or three (3). If inspectors are appointed 
at a meeting pursuant to the request of one (1) or more shareholders or 
proxies, then the holders of a majority of shares or their proxies present at 
the meeting shall determine whether one (1) or three (3) inspectors are to be 
appointed. If any person appointed as inspector fails to appear or fails or 
refuses to act, then the chairman of the meeting may, and upon the request of 
any shareholder or a shareholder's proxy shall, appoint a person to fill that 
vacancy.

         Such inspectors shall:

                  (a) determine the number of shares outstanding and the 
voting power of each, the number of shares represented at the meeting, the 
existence of a quorum, and the authenticity, validity, and effect of proxies;

                  (b) receive votes, ballots or consents;

                                       7.


<PAGE>

                  (c) hear and determine all challenges and questions in any 
way arising in connection with the right to vote;

                  (d) count and tabulate all votes or consents;

                  (e) determine when the polls shall close;

                  (f) determine the result; and

                  (g) do any other acts that may be proper to conduct the 
election or vote with fairness to all shareholders.

                                    ARTICLE 3

                                    DIRECTORS

         SECTION 3.1 POWERS. Subject to the provisions of the Code and any 
limitations in the articles of incorporation and these bylaws relating to 
action required to be approved by the shareholders or by the outstanding 
shares, the business and affairs of the corporation shall be managed and all 
corporate powers shall be exercised by or under the direction of the board of 
directors.

         SECTION 3.2 NUMBER OF DIRECTORS. The number of directors of the 
corporation shall be not less than five (5) nor more than nine (9). The exact 
number of directors shall be eight (8) until changed, within the limits 
specified above, by a resolution amending this Section 3.2, duly adopted by 
the board of directors or by the shareholders. The indefinite number of 
directors may be changed, or a definite number may be fixed without provision 
for an indefinite number, by a duly adopted amendment to the articles of 
incorporation or by an amendment to this bylaw duly adopted by the vote or 
written consent of holders of a majority of the outstanding shares entitled 
to vote; provided, however, that an amendment reducing the fixed number or 
the minimum number of directors to a number less than five (5) cannot be 
adopted if the votes cast against its adoption at a meeting, or the shares 
not consenting in the case of an action by written consent, are equal to more 
than sixteen and two-thirds percent (16-2/3%) of the outstanding shares 
entitled to vote thereon. No amendment may change the stated maximum number 
of authorized directors to a number greater than two (2) times the stated 
minimum number of directors minus one (1).

         No reduction of the authorized number of directors shall have the 
effect of removing any director before that director's term of office expires.

         SECTION 3.3 ELECTION AND TERM OF OFFICE OF DIRECTORS. Directors 
shall be elected at each annual meeting of shareholders to hold office until 
the next annual meeting. Each director, including a director elected to fill 
a vacancy, shall hold office until the 

                                       8.


<PAGE>

expiration of the term for which elected and until a successor has been 
elected and qualified.

         SECTION 3.4 RESIGNATION AND VACANCIES. Any director may resign 
effective on giving written notice to the chairman of the board, the 
president, the secretary or the board of directors, unless the notice 
specifies a later time for that resignation to become effective. If the 
resignation of a director is effective at a future time, the board of 
directors may elect a successor to take office when the resignation becomes 
effective.

         Vacancies in the board of directors may be filled by a majority of 
the remaining directors, even if less than a quorum, or by a sole remaining 
director; however, a vacancy created by the removal of a director by the vote 
or written consent of the shareholders or by court order may be filled only 
by the affirmative vote of a majority of the shares represented and voting at 
a duly held meeting at which a quorum is present (which shares voting 
affirmatively also constitute a majority of the required quorum), or by the 
unanimous written consent of all shares entitled to vote thereon. Each 
director so elected shall hold office until the next annual meeting of the 
shareholders and until a successor has been elected and qualified.

         A vacancy or vacancies in the board of directors shall be deemed to 
exist (i) in the event of the death, resignation or removal of any director, 
(ii) if the board of directors by resolution declares vacant the office of a 
director who has been declared of unsound mind by an order of court or 
convicted of a felony, (iii) if the authorized number of directors is 
increased, or (iv) if the shareholders fail, at any meeting of shareholders 
at which any director or directors are elected, to elect the number of 
directors to be elected at that meeting.

         The shareholders may elect a director or directors at any time to 
fill any vacancy or vacancies not filled by the directors, but any such 
election other than to fill a vacancy created by removal, if by written 
consent, shall require the consent of the holders of a majority of the 
outstanding shares entitled to vote thereon.

         SECTION 3.5 PLACE OF MEETINGS; MEETINGS BY TELEPHONE. Regular 
meetings of the board of directors may be held at any place within or outside 
the State of California that has been designated from time to time by 
resolution of the board. In the absence of such a designation, regular 
meetings shall be held at the principal executive office of the corporation. 
Special meetings of the board may be held at any place within or outside the 
State of California that has been designated in the notice of the meeting or, 
if not stated in the notice or if there is no notice, at the principal 
executive office of the corporation.

                                       9.


<PAGE>

         Any meeting, regular or special, may be held by conference telephone 
or similar communication equipment, so long as all directors participating in 
the meeting can hear one another; and all such directors shall be deemed to 
be present in person at the meeting.

         SECTION 3.6 REGULAR MEETINGS. Regular meetings of the board of 
directors may be held without notice if the times of such meetings are fixed 
by the board of directors.

         SECTION 3.7 SPECIAL MEETINGS; NOTICE. Special meetings of the board 
of directors for any purpose or purposes may be called at any time by the 
chairman of the board, the president, any vice president, the secretary or 
any two directors.

         Notice of the time and place of special meetings shall be delivered 
personally or by telephone to each director or sent by first-class mail or 
telegram, charges prepaid, addressed to each director at that director's 
address as it is shown on the records of the corporation. If the notice is 
mailed, it shall be deposited in the United States mail at least four (4) 
days before the time of the holding of the meeting. If the notice is 
delivered personally or by telephone or telegram, it shall be delivered 
personally or by telephone or to the telegraph company at least forty-eight 
(48) hours before the time of the holding of the meeting. Any oral notice 
given personally or by telephone may be communicated either to the director 
or to a person at the office of the director who the person giving the notice 
has reason to believe will promptly communicate it to the director. The 
notice need not specify the purpose or the place of the meeting, if the 
meeting is to be held at the principal executive office of the corporation.

         SECTION 3.8 QUORUM. A majority of the authorized number of directors 
shall constitute a quorum for the transaction of business, except to adjourn 
as provided in Section 3.10 of these bylaws. Every act or decision done or 
made by a majority of the directors present at a duly held meeting at which a 
quorum is present shall be regarded as the act of the board of directors, 
subject to the provisions of Section 310 of the Code (as to approval of 
contracts or transactions in which a director has a direct or indirect 
material financial interest), Section 311 of the Code (as to appointment of 
committees), Section 317(e) of the Code (as to indemnification of directors), 
the articles of incorporation, and other applicable law.

         A meeting at which a quorum is initially present may continue to 
transact business notwithstanding the withdrawal of directors, if any action 
taken is approved by at least a majority of the required quorum for that 
meeting.

         SECTION 3.9 WAIVER OF NOTICE. Notice of a meeting need not be given to
any director (i) who signs a waiver of notice or a consent to holding the
meeting or an approval of the minutes thereof, whether before or after the
meeting, or (ii) who attends the meeting without protesting, prior thereto or at
its commencement, the lack of notice to such 

                                       10.


<PAGE>

directors. All such waivers, consents, and approvals shall be filed with the 
corporate records or made part of the minutes of the meeting. A waiver of 
notice need not specify the purpose of any regular or special meeting of the 
board of directors.

         SECTION 3.10 ADJOURNMENT. A majority of the directors present, 
whether or not constituting a quorum, may adjourn any meeting to another time 
and place.

         SECTION 3.11 NOTICE OF ADJOURNMENT. Notice of the time and place of 
holding an adjourned meeting need not be given unless the meeting is 
adjourned for more than twenty-four (24) hours. If the meeting is adjourned 
for more than twenty-four (24) hours, then notice of the time and place of 
the adjourned meeting shall be given before the adjourned meeting takes 
place, in the manner specified in Section 3.7 of these bylaws, to the 
directors who were not present at the time of the adjournment.

         SECTION 3.12 BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING. Any 
action required or permitted to be taken by the board of directors may be 
taken without a meeting, provided that all members of the board individually 
or collectively consent in writing to that action. Such action by written 
consent shall have the same force and effect as a unanimous vote of the board 
of directors. Such written consent and any counterparts thereof shall be 
filed with the minutes of the proceedings of the board.

         SECTION 3.13 FEES AND COMPENSATION OF DIRECTORS. Directors and 
members of committees may receive such compensation, if any, for their 
services and such reimbursement of expenses as may be fixed or determined by 
resolution of the board of directors. This Section 3.13 shall not be 
construed to preclude any director from serving the corporation in any other 
capacity as an officer, agent, employee or otherwise and receiving 
compensation for those services.

         SECTION 3.14 APPROVAL OF LOANS TO OFFICERS.** The corporation may, 
upon the approval of the board of directors alone, make loans of money or 
property to, or guarantee the obligations of, any officer of the corporation 
or its parent or subsidiary, whether or not a director, or adopt an employee 
benefit plan or plans authorizing such loans or guaranties provided that (i) 
the board of directors determines that such a loan or guaranty or plan may 
reasonably be expected to benefit the corporation, (ii) the corporation has 
outstanding shares held of record by 100 or more persons (determined as 
provided in Section 605 of the Code) on the date of approval by the board of 
directors, and (iii) the approval of the board of directors is by a vote 
sufficient without counting the vote of any interested director or directors.

                                       11.


<PAGE>

------------------
** This section is effective only if it has been approved by the shareholders 
in accordance with Sections 315(b) and 152 of the Code.

                                    ARTICLE 4

                                   COMMITTEES

         SECTION 4.1 COMMITTEES OF DIRECTORS. The board of directors may, by 
resolution adopted by a majority of the authorized number of directors, 
designate one (1) or more committees, each consisting of two or more 
directors, to serve at the pleasure of the board. The board may designate one 
(1) or more directors as alternate members of any committee, who may replace 
any absent member at any meeting of the committee. The appointment of members 
or alternate members of a committee requires the vote of a majority of the 
authorized number of directors. Any committee, to the extent provided in the 
resolution of the board, shall have all the authority of the board, except 
with respect to:

                  (a) the approval of any action which, under the Code, also 
requires shareholders' approval or approval of the outstanding shares;

                  (b) the filling of vacancies on the board of directors or 
in any committee;

                  (c) the fixing of compensation of the directors for serving 
on the board or any committee;

                  (d) the amendment or repeal of these bylaws or the adoption 
of new bylaws;

                  (e) the amendment or repeal of any resolution of the board 
of directors which by its express terms is not so amendable or repealable;

                  (f) a distribution to the shareholders of the corporation, 
except at a rate or in a periodic amount or within a price range determined 
by the board of directors; or

                  (g) the appointment of any other committees of the board of 
directors or the members of such committees.

                                       12.


<PAGE>

         SECTION 4.2 MEETINGS AND ACTION OF COMMITTEES. Meetings and actions 
of committees shall be governed by, and held and taken in accordance with, 
the provisions of Article 3 of these bylaws, Section 3.5 (place of meetings), 
Section 3.6 (regular meetings), Section 3.7 (special meetings and notice), 
Section 3.8 (quorum), Section 3.9 (waiver of notice), Section 3.10 
(adjournment), Section 3.11 (notice of adjournment), and Section 3.12 (action 
without meeting), with such changes in the context of those bylaws as are 
necessary to substitute the committee and its members for the board of 
directors and its members; provided, however, that the time of regular 
meetings of committees may be determined either by resolution of the board of 
directors or by resolution of the committee, that special meetings of 
committees may also be called by resolution of the board of directors, and 
that notice of special meetings of committees shall also be given to all 
alternate members, who shall have the right to attend all meetings of the 
committee. The board of directors may adopt rules for the government of any 
committee not inconsistent with the provisions of these bylaws.

                                    ARTICLE 5

                                    OFFICERS

         SECTION 5.1 OFFICERS. The officers of the corporation shall be a 
president, a secretary, and a chief financial officer. The corporation may 
also have, at the discretion of the board of directors, a chairman of the 
board, one or more vice presidents, one or more assistant secretaries, one or 
more assistant treasurers, and such other officers as may be appointed in 
accordance with the provisions of Section of these bylaws. Any number of 
offices may be held by the same person.

         SECTION 5.2 ELECTION OF OFFICERS. The officers of the corporation, 
except such officers as may be appointed in accordance with the provisions of 
Section 5.3 or Section 5.5 of these bylaws, shall be chosen by the board, 
subject to the rights, if any, of an officer under any contract of employment.

         SECTION 5.3 SUBORDINATE OFFICERS. The board of directors may 
appoint, or may empower the president to appoint, such other officers as the 
business of the corporation may require, each of whom shall hold office for 
such period, have such authority, and perform such duties as are provided in 
these bylaws or as the board of directors may from time to time determine.

         SECTION 5.4 REMOVAL AND RESIGNATION OF OFFICERS. Subject to the 
rights, if any, of an officer under any contract of employment, any officer 
may be removed, either with or without cause, by the board of directors at 
any regular or special meeting of the board or, except in case of an officer 
chosen by the board of directors, by any officer upon whom such power of 
removal may be conferred by the board of directors.

                                       13.


<PAGE>

         Any officer may resign at any time by giving written notice to the 
corporation. Any resignation shall take effect at the date of the receipt of 
that notice or at any later time specified in that notice; and, unless 
otherwise specified in that notice, the acceptance of the resignation shall 
not be necessary too make it effective. Any resignation is without prejudice 
to the rights, if any, of the corporation under any contract to which the 
officer is a party.

         SECTION 5.5 VACANCIES IN OFFICES. A vacancy in any office because of 
death, resignation, removal, disqualification or any other cause shall be 
filled in the manner prescribed in these bylaws for regular appointments to 
that office.

         SECTION 5.6 CHAIRMAN OF THE BOARD. The chairman of the board, if 
such an officer be elected, shall, if present, preside at meetings of the 
board of directors and exercise and perform such other powers and duties as 
may from time to time be assigned to him by the board of directors or as may 
be prescribed by these bylaws. If there is no president, then the chairman of 
the board shall also be the chief executive officer of the corporation and 
shall have the powers and duties prescribed in Section 5.7 of these bylaws.

         SECTION 5.7 PRESIDENT. Subject to such supervisory powers, if any, 
as may be given by the board of directors to the chairman of the board, if 
there be such an officer, the president shall be the chief executive officer 
of the corporation and shall, subject to the control of the board of 
directors, have general supervision, direction, and control of the business 
and the officers of the corporation. He shall preside at all meetings of the 
shareholders and, in the absence or nonexistence of a chairman of the board, 
at all meetings of the board of directors. He shall have the general powers 
and duties of management usually vested in the office of president of a 
corporation ration, and shall have such other powers and duties as may be 
prescribed by the board of directors or these bylaws.

         SECTION 5.8 VICE PRESIDENTS. In the absence or disability of the
president, the vice presidents, if any, in order of their rank as fixed by the
board of directors or, if not ranked, a vice president designated by the board
of directors, shall perform all the duties of the president and when so acting
shall have all the powers of, and be subject to all the restrictions upon, the
president. The vice presidents shall have such other powers and perform such
other duties as from time to time may be prescribed for them respectively by the
board of directors, these bylaws, the president or the chairman of the board.

         SECTION 5.9 SECRETARY. The secretary shall keep or cause to be kept, 
at the principal executive office of the corporation or such other place as 
the board of directors may direct, a book of minutes of all meetings and 
actions of directors, committees of directors and shareholders. The minutes 
shall show the time and place of each meeting, whether regular or special 
(and, if special, how authorized and the notice given), the names 

                                       14.


<PAGE>

of those present at directors' meetings or committee meetings, the number of 
shares present or represented at shareholders' meetings, and the proceedings 
thereof.

         The secretary shall keep, or cause to be kept, at the principal 
executive office of the corporation or at the office of the corporation's 
transfer agent or registrar, as determined by resolution of the board of 
directors, a share register, or a duplicate share register, showing the names 
of all shareholders and their addresses, the number and classes of shares 
held by each, the number and date of certificates evidencing such shares, and 
the number and date of cancellation of every certificate surrendered for 
cancellation.

         The secretary shall give, or cause to be given, notice of all 
meetings of the shareholders and of the board of directors required to be 
given by law or by these bylaws. He shall keep the seal of the corporation, 
if one be adopted, in safe custody and shall have such other powers and 
perform such other duties as may be prescribed by the board of directors or 
by these bylaws.

         SECTION 5.10 CHIEF FINANCIAL OFFICER. The chief financial officer 
shall keep and maintain, or cause to be kept and maintained, adequate and 
correct books and records of accounts of the properties and business 
transactions of the corporation, including accounts of its assets, 
liabilities, receipts, disbursements, gains, losses, capital, retained 
earnings, and shares. The books of account shall at all reasonable times be 
open to inspection by any director.

         The chief financial officer shall deposit all money and other 
valuables in the name and to the credit of the corporation with such 
depositaries as may be designated by the board of directors. He shall 
disburse the funds of the corporation as may be ordered by the board of 
directors, shall render to the president and directors, whenever they request 
it, an account of all of his transactions as chief financial officer and of 
the financial condition of the corporation, and shall have such other powers 
and perform such other duties as may be prescribed by the board of directors 
or these bylaws.

                                    ARTICLE 6

       INDEMNIFICATION OF DIRECTORS. OFFICERS. EMPLOYEES, AND OTHER AGENTS

         SECTION 6.1 INDEMNIFICATION OF DIRECTORS AND OFFICERS. The 
corporation shall, to the maximum extent and in the manner permitted by the 
Code, indemnify each of its directors and officers against expenses (as 
defined in Section 317(a) of the Code), judgments, fines, settlements, and 
other amounts actually and reasonably incurred in connection with any 
proceeding (as defined in Section 317(a) of the Code), arising by reason of 
the fact that such person is or was an agent of the corporation. For purposes 
of 

                                       15.


<PAGE>

this Article 6, a "director" or "officer" of the corporation includes any 
person (i) who is or was a director or officer of the corporation, (ii) who 
is or was serving at the request of the corporation as a director or officer 
of another corporation, partnership, joint venture, trust or other 
enterprise, or (iii) who was a director or officer of a corporation which was 
a predecessor corporation of the corporation or of another enterprise at the 
request of such predecessor corporation.

         SECTION 6.2 INDEMNIFICATION OF OTHERS. The corporation shall have 
the power, to the extent and in the manner permitted by the Code, to 
indemnify each of its employees and agents (other than directors and 
officers) against expenses (as defined in Section 317(a) of the Code), 
judgments, fines, settlements, and other amounts actually and reasonably 
incurred in connection with any proceeding (as defined in Section 317(a) of 
the Code), arising by reason of the fact that such person is or was an agent 
of the corporation. For purposes of this Article 6, an "employee" or "agent" 
of the corporation (other than a director or officer) includes any person (i) 
who is or was an employee or agent of the corporation, (ii) who is or was 
serving at the request of the corporation as an employee or agent of another 
corporation, partnership, joint venture, trust or other enterprise, or (iii) 
who was an employee or agent of a corporation which was a predecessor 
corporation of the corporation or of another enterprise at the request of 
such predecessor corporation.

         SECTION 6.3 PAYMENT OF EXPENSES IN ADVANCE. Expenses incurred in 
defending any civil or criminal action or proceeding for which 
indemnification is required pursuant to Section 6.1 or for which 
indemnification is permitted pursuant to Section 6.2 following authorization 
thereof by the Board of Directors shall be paid by the corporation in advance 
of the final disposition of such action or proceeding upon receipt of an 
undertaking by or on behalf of the indemnified party to repay such amount if 
it shall ultimately be determined that the indemnified party is not entitled 
to be indemnified as authorized in this Article 6.

         SECTION 6.4 INDEMNITY NOT EXCLUSIVE. The indemnification provided by 
this Article 6 shall not be deemed exclusive of any other rights to which 
those seeking indemnification may be entitled under any bylaw, agreement, 
vote of shareholders or disinterested directors or otherwise, both as to 
action in an official capacity and as to action in another capacity while 
holding such office, to the extent that such additional rights to 
indemnification are authorized in the Articles of Incorporation.

         SECTION 6.5 INSURANCE INDEMNIFICATION. The corporation shall have 
the power to purchase and maintain insurance on behalf of any person who is 
or was a director, officer, employee or agent of the corporation against any 
liability asserted against or incurred by such person in such capacity or 
arising out of such person's status as such, whether or not the corporation 
would have the power to indemnify him against such liability under the 
provisions of this Article 6.

                                       16.


<PAGE>

         SECTION 6.6 CONFLICTS. No indemnification or advance shall be made 
under this Article 6, except where such indemnification or advance is 
mandated by law or the order, judgment or decree of any court of competent 
jurisdiction, in any circumstance where it appears:

                     (a) That it would be inconsistent with a provision of 
the Articles of Incorporation, these bylaws, a resolution of the shareholders 
or an agreement in effect at the time of the accrual of the alleged cause of 
the action asserted in the proceeding in which the expenses were incurred or 
other amounts were paid, which prohibits or otherwise limits indemnification; 
or

                     (b) That it would be inconsistent with any condition 
expressly imposed by a court in approving a settlement.

                                    ARTICLE 7

                               RECORDS AND REPORTS

         SECTION 7.1 MAINTENANCE AND INSPECTION OF SHARE REGISTER. The 
corporation shall keep either at its principal executive office or at the 
office of its transfer agent or registrar (if either be appointed), as 
determined by resolution of the board of directors, a record of its 
shareholders listing the names and addresses of all shareholders and the 
number and class of shares held by each shareholder.

         A shareholder or shareholders of the corporation who holds at least 
five percent (5%) in the aggregate of the outstanding voting shares of the 
corporation or who holds at least one percent (1%) of such voting shares and 
has filed a Schedule 14B with the Securities and Exchange Commission relating 
to the election of directors, may (i) inspect and copy the records of 
shareholders' names, addresses, and shareholdings during usual business hours 
on five (5) days' prior written demand on the corporation, (ii) obtain from 
the transfer agent of the corporation, on written demand and on the tender of 
such transfer agent's usual charges for such list, a list of the names and 
addresses of the shareholders who are entitled to vote for the election of 
directors, and their shareholdings, as of the most recent record date for 
which that list has been compiled or as of a date specified by the 
shareholder after the date of demand. Such list shall be made available to 
any such shareholder by the transfer agent on or before the later of five (5) 
days after the demand is received or five (5) days after the date specified 
in the demand as the date as of which the list is to be compiled.

                                       17.


<PAGE>

         The record of shareholders shall also be open to inspection on the 
written demand of any shareholder or holder of a voting trust certificate, at 
any time during usual business hours, for a purpose reasonably related to the 
holder's interests as a shareholder or as the holder of a voting trust 
certificate.

         Any inspection and copying under this Section 7.1 may be made in 
person or by an agent or attorney of the shareholder or holder of a voting 
trust certificate making the demand.

         SECTION 7.2 MAINTENANCE AND INSPECTION OF BYLAWS. The corporation 
shall keep at its principal executive office or, if its principal executive 
office is not in the State of California, at its principal business office in 
California the original or a copy of these bylaws as amended to date, which 
bylaws shall be open to inspection by the shareholders at all reasonable 
times during office hours. If the principal executive office of the 
corporation is outside the State of California and the corporation has no 
principal business office in such state, then the secretary shall, upon the 
written request of any shareholder, furnish to that shareholder a copy of 
these bylaws as amended to date.

         SECTION 7.3 MAINTENANCE AND INSPECTION OF OTHER CORPORATE RECORDS. 
The accounting books and records and the minutes of proceedings of the 
shareholders, of the board of directors, and of any committee or committees 
of the board of directors shall be kept at such place or places as are 
designated by the board of directors or, in absence of such designation, at 
the principal executive office of the corporation. The minutes shall be kept 
in written form, and the accounting books and records shall be kept either in 
written form or in any other form capable of being converted into written 
form.

         The minutes and accounting books and records shall be open to 
inspection upon the written demand of any shareholder or holder of a voting 
trust certificate, at any reasonable time during usual business hours, for a 
purpose reasonably related to the holder's interests as a shareholder or as 
the holder of a voting trust certificate. The inspection may be made in 
person or by an agent or attorney and shall include the right to copy and 
make extracts. Such rights of inspection shall extend to the records of each 
subsidiary corporation of the corporation.

         SECTION 7.4 INSPECTION BY DIRECTORS. Every director shall have the 
absolute right at any reasonable time to inspect all books, records, and 
documents of every kind as well as the physical properties of the corporation 
and each of its subsidiary corporations. Such inspection by a director may be 
made in person or by an agent or attorney. The right of inspection includes 
the right to copy and make extracts of documents.

         SECTION 7.5 ANNUAL REPORT TO SHAREHOLDERS; WAIVER. The board of 
directors shall cause an annual report to be sent to the shareholders not 
later than one hundred twenty 

                                       18.


<PAGE>

(120) days after the close of the fiscal year adopted by the corporation. 
Such report shall be sent at least fifteen (15) days (or, if sent by 
third-class mail, thirty-five (35) days) before the annual meeting of 
shareholders to be held during the next fiscal year and in the manner 
specified in Section of these bylaws for giving notice to shareholders of the 
corporation.

         The annual report shall contain (i) a balance sheet as of the end of 
the fiscal year, (ii) an income statement, (iii) a statement of changes in 
financial position for the fiscal year, and (iv) any report of independent 
accountants or, if there is no such report, the certificate of an authorized 
officer of the corporation that the statements were prepared without audit 
from the books and records of the corporation.

         The foregoing requirement of an annual report shall be waived so 
long as the shares of the corporation are held by fewer than one hundred 
(100) holders of record.

         SECTION 7.6 FINANCIAL STATEMENTS. If no annual report for the fiscal 
year has been sent to shareholders, then the corporation shall, upon the 
written request of any shareholder made more than one hundred twenty (120) 
days after the close of such fiscal year, deliver or mail to the person 
making the request, within thirty (30) days thereafter, a copy of a balance 
sheet as of the end of such fiscal year and an income statement and statement 
of changes in financial position for such fiscal year.

         If a shareholder or shareholders holding at least five percent (5%) 
of the outstanding shares of any class of stock of the corporation makes a 
written request to the corporation for an income statement of the corporation 
for the three-month, six-month or nine-month period of the then current 
fiscal year ended more than thirty (30) days before the date of the request, 
and for a balance sheet of the corporation as of the end of that period, then 
the chief financial officer shall cause that statement to be prepared, if not 
already prepared, and shall deliver personally or mail that statement or 
statements to the person making the request within thirty (30) days after the 
receipt of the request. If the corporation has not sent to the shareholders 
its annual report for the last fiscal year, the statements referred to in the 
first paragraph of this Section 7.6 shall likewise be delivered or mailed to 
the shareholder or shareholders within thirty (30) days after the request.

         The quarterly income statements and balance sheets referred to in 
this section shall be accompanied by the report, if any, of any independent 
accountants engaged by the corporation or by the certificate of an authorized 
officer of the corporation that the financial statements were prepared 
without audit from the books and records of the corporation.

         SECTION 7.7 REPRESENTATION OF SHARES OF OTHER CORPORATIONS. The 
chairman of the board, the president, any vice president, the chief financial 
officer, the secretary or assistant secretary of this corporation, or any 
other person authorized by the board of directors or the president or a vice 
president, is authorized to vote, represent, and exercise 

                                       19.


<PAGE>

on behalf of this corporation all rights incident to any and all shares of 
any other corporation or corporations standing in the name of this 
corporation. The authority herein granted may be exercised either by such 
person directly or by any other person authorized to do so by proxy or power 
of attorney duly executed by such person having the authority.

                                    ARTICLE 8

                                 GENERAL MATTERS

         SECTION 8.1 RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING. 
For purposes of determining the shareholders entitled to receive payment of 
any dividend or other distribution or allotment of any rights or the 
shareholders entitled to exercise any rights in respect of any other lawful 
action (other than action by shareholders by written consent without a 
meeting), the board of directors may fix, in advance, a record date, which 
shall not be more than sixty (60) days before any such action. In that case, 
only shareholders of record at the close of business on the date so fixed are 
entitled to receive the dividend, distribution or allotment of rights, or to 
exercise such rights, as the case may be, notwithstanding any transfer of any 
shares on the books of the corporation after the record date so fixed, except 
as otherwise provided in the Code.

         If the board of directors does not so fix a record date, then the 
record date for determining shareholders for any such purpose shall be at the 
close of business on the day on which the board adopts the applicable 
resolution or the sixtieth (60th) day before the date of that action, 
whichever is later.

         SECTION 8.2 CHECKS; DRAFTS; EVIDENCES OF INDEBTEDNESS. From time to 
time, the board of directors shall determine by resolution which person or 
persons may sign or endorse all checks, drafts, other orders for payment of 
money, notes or other evidences of indebtedness that are issued in the name 
of or payable to the corporation, and only the persons so authorized shall 
sign or endorse those instruments.

         SECTION 8.3 CORPORATE CONTRACTS AND INSTRUMENTS: HOW EXECUTED. The 
board of directors, except as otherwise provided in these bylaws, may 
authorize any officer or officers, or agent or agents, to enter into any 
contract or execute any instrument in the name of and on behalf of the 
corporation; such authority may be general or confined to specific instances. 
Unless so authorized or ratified by the board of directors or within the 
agency power of an officer, no officer, agent or employee shall have any 
power or authority to bind the corporation by any contract or engagement or 
to pledge its credit or to render it liable for any purpose or for any amount.

         SECTION 8.4 CERTIFICATES FOR SHARES. A certificate or certificates 
for shares of the corporation shall be issued to each shareholder when any of 
such shares are fully paid. The 

                                       20.


<PAGE>

board of directors may authorize the issuance of certificates for shares 
partly paid provided that these certificates shall state the total amount of 
the consideration to be paid for them and the amount actually paid. All 
certificates shall be signed in the name of the corporation by the chairman 
of the board or the vice chairman of the board or the president or a vice 
president and by the chief financial officer or an assistant treasurer or the 
secretary or an assistant secretary, certifying the number of shares and the 
class or series of shares owned by the shareholder. Any or all of the 
signatures on the certificate may be facsimile.

         In case any officer, transfer agent or registrar who has signed or 
whose facsimile signature has been placed on a certificate ceases to be that 
officer, transfer agent or registrar before that certificate is issued, it 
may be issued by the corporation with the same effect as if that person were 
an officer, transfer agent or registrar at the date of issue.

         SECTION 8.5 LOST CERTIFICATES. Except as provided in this Section 
8.5, no new certificates for shares shall be issued to replace a previously 
issued certificate unless the latter is surrendered to the corporation and 
canceled at the same time. The board of directors may, in case any share 
certificate or certificate for any other security is lost, stolen or 
destroyed, authorize the issuance of replacement certificates on such terms 
and conditions as the board may require; the board may require 
indemnification of the corporation secured by a bond or other adequate 
security sufficient to protect the corporation against any claim that may be 
made against it, including any expense or liability, on account of the 
alleged loss, theft or destruction of the certificate or the issuance of the 
replacement certificate.

         SECTION 8.6 CONSTRUCTION; DEFINITIONS. Unless the context requires 
otherwise, the general provisions, rules of construction, and definitions in 
the Code shall govern the construction of these bylaws. Without limiting the 
generality of this provision, the singular number includes the plural, the 
plural number includes the singular, and the term "person" includes both a 
corporation and a natural person.

                                       21.


<PAGE>

                                    ARTICLE 9

                                   AMENDMENTS

         SECTION 9.1 AMENDMENT BY SHAREHOLDERS. New bylaws may be adopted or 
these bylaws may be amended or repealed by the vote or written consent of 
holders of a majority of the outstanding shares entitled to vote; provided, 
however, that if the articles of incorporation of the corporation set forth 
the number of authorized directors of the corporation, then the authorized 
number of directors may be changed only by an amendment of the articles of 
incorporation.

         SECTION 9.2 AMENDMENT BY DIRECTORS. Subject to the rights of the 
shareholders as provided in Section 9.1 of these bylaws, bylaws, other than a 
bylaw or an amendment of a bylaw changing the authorized number of directors 
(except to fix the authorized number of directors pursuant to a bylaw 
providing for a variable number of directors), may be adopted, amended or 
repealed by the board of directors.

                                       22.


<PAGE>


                        CERTIFICATE OF ADOPTION OF BYLAWS

                                       OF

                           OMNICELL TECHNOLOGIES, INC.

           CERTIFICATE BY SECRETARY OF ADOPTION BY SHAREHOLDERS' VOTE

         The undersigned hereby certifies that he is the duly elected, 
qualified, and acting Secretary of Omnicell Technologies, Inc. and that the 
foregoing Bylaws, comprising twenty-five (25) pages, were submitted to the 
shareholders by written consent dated May 10, 1993, and recorded in the 
minutes thereof and were ratified by the vote of shareholders entitled to 
exercise the majority of the voting power of the corporation.

         IN WITNESS WHEREOF, the undersigned has hereunto set his hand and 
affixed the corporate seal this _____ day of _________________1993.



                              ------------------------------------------------
                              Michael J. O'Donnell, Secretary



<PAGE>










                                     BYLAWS

                                       OF

                           OMNICELL TECHNOLOGIES, INC.








<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                              PAGE 
<S>                <C>                                                                                        <C>
ARTICLE 1.            CORPORATE OFFICES..........................................................................1

         Section 1.1       Principal Office......................................................................1
         Section 1.2       Other Offices.........................................................................1

ARTICLE 2.            MEETINGS OF SHAREHOLDERS...................................................................1

         Section 2.1       Place of Meetings.....................................................................1
         Section 2.2       Annual Meeting........................................................................1
         Section 2.3       Special Meeting.......................................................................1
         Section 2.4       Notice of Shareholders' Meetings......................................................2
         Section 2.5       Manner of Giving Notice; Affidavit of Notice..........................................2
         Section 2.6       Quorum................................................................................3
         Section 2.7       Adjourned Meeting; Notice.............................................................3
         Section 2.8       Voting................................................................................4
         Section 2.9       Validation of Meetings; Waiver of Notice; Consent.....................................5
         Section 2.10      Shareholder Action by Written Consent without a Meeting...............................5
         Section 2.11      Record Date for Shareholder Notice; Voting; Giving Consents...........................6
         Section 2.12      Proxies...............................................................................6
         Section 2.13      Inspectors of Election................................................................7

ARTICLE 3.            DIRECTORS..................................................................................8

         Section 3.1       Powers................................................................................8
         Section 3.2       Number of Directors...................................................................8
         Section 3.3       Election and Term of Office of Directors..............................................8
         Section 3.4       Resignation and Vacancies.............................................................8
         Section 3.5       Place of Meetings; Meetings by Telephone..............................................9
         Section 3.6       Regular Meetings......................................................................9
         Section 3.7       Special Meetings; Notice.............................................................10
         Section 3.8       Quorum...............................................................................10
         Section 3.9       Waiver of Notice.....................................................................10
         Section 3.10      Adjournment..........................................................................10
         Section 3.11      Notice of Adjournment................................................................11
         Section 3.12      Board Action by Written Consent without a Meeting....................................11
         Section 3.13      Fees and Compensation of Directors...................................................11
         Section 3.14      Approval of Loans to Officers.**.....................................................11

ARTICLE 4.            COMMITTEES................................................................................12

                                       i.


<PAGE>

                                TABLE OF CONTENTS
                                  (CONTINUED)

         Section 4.1       Committees of Directors..............................................................12
         Section 4.2       Meetings And Action Of Committees....................................................12

ARTICLE 5.            OFFICERS..................................................................................13

         Section 5.1       Officers.............................................................................13
         Section 5.2       Election of Officers.................................................................13
         Section 5.3       Subordinate Officers.................................................................13
         Section 5.4       Removal and Resignation of Officers..................................................13
         Section 5.5       Vacancies in Offices.................................................................14
         Section 5.6       Chairman of the Board................................................................14
         Section 5.7       President............................................................................14
         Section 5.8       Vice Presidents......................................................................14
         Section 5.9       Secretary............................................................................14
         Section 5.10      Chief Financial Officer..............................................................15

ARTICLE 6.            INDEMNIFICATION OF DIRECTORS.  OFFICERS.  EMPLOYEES, AND OTHER AGENTS.....................15

         Section 6.1       Indemnification of Directors and Officers............................................15
         Section 6.2       Indemnification of Others............................................................16
         Section 6.3       Payment of Expenses in Advance.......................................................16
         Section 6.4       Indemnity Not Exclusive..............................................................16
         Section 6.5       Insurance Indemnification............................................................16
         Section 6.6       Conflicts............................................................................16

ARTICLE 7.            RECORDS AND REPORTS.......................................................................17

         Section 7.1       Maintenance and Inspection of Share Register.........................................17
         Section 7.2       Maintenance and Inspection of Bylaws.................................................18
         Section 7.3       Maintenance and Inspection of Other Corporate Records................................18
         Section 7.4       Inspection by Directors..............................................................18
         Section 7.5       Annual Report to Shareholders; Waiver................................................18
         Section 7.6       Financial Statements.................................................................19
         Section 7.7       Representation of Shares of Other Corporations.......................................19

ARTICLE 8.            GENERAL MATTERS...........................................................................20

         Section 8.1       Record Date for Purposes Other Than Notice and Voting................................20
         Section 8.2       Checks; Drafts; Evidences of Indebtedness............................................20
         Section 8.3       Corporate Contracts and Instruments: How Executed....................................20

                                       ii.


<PAGE>

                                TABLE OF CONTENTS
                                  (CONTINUED)

         Section 8.4       Certificates for Shares..............................................................20
         Section 8.5       Lost Certificates....................................................................21
         Section 8.6       Construction; Definitions............................................................21

ARTICLE 9.            AMENDMENTS................................................................................21

         Section 9.1       Amendment by Shareholders............................................................21
         Section 9.2       Amendment by Directors...............................................................21
</TABLE>

                                       iii.



<PAGE>


                                                                    EXHIBIT 3.6

                                     BYLAWS

                                       OF

                           OMNICELL MERGER CORPORATION


                            (A DELAWARE CORPORATION)

<PAGE>


<TABLE>
<CAPTION>
                                                                                                               PAGE
<S>                                                                                                              <C>
ARTICLE I             OFFICES.....................................................................................1

         Section 1.        Registered Office......................................................................1

         Section 2.        Other Offices..........................................................................1

ARTICLE II            CORPORATE SEAL..............................................................................1

         Section 3.        Corporate Seal.........................................................................1

ARTICLE III           STOCKHOLDERS' MEETINGS......................................................................1

         Section 4.        Place of Meetings......................................................................1

         Section 5.        Annual Meetings........................................................................1

         Section 6.        Special Meetings.......................................................................3

         Section 7.        Notice of Meetings.....................................................................4

         Section 8.        Quorum.................................................................................5

         Section 9.        Adjournment and Notice of Adjourned Meetings...........................................5

         Section 10.       Voting Rights..........................................................................5

         Section 11.       Joint Owners of Stock..................................................................6

         Section 12.       List of Stockholders...................................................................6

         Section 13.       Action without Meeting.................................................................6

         Section 14.       Organization...........................................................................7

ARTICLE IV            DIRECTORS...................................................................................8

         Section 15.       Number and Term of Office..............................................................8

         Section 16.       Powers.................................................................................8

         Section 17.       Classes of Directors...................................................................8

         Section 18.       Vacancies..............................................................................9

         Section 19.       Resignation...........................................................................10

         Section 20.       Removal...............................................................................10

         Section 21.       Meetings..............................................................................10

         Section 22.       Quorum and Voting.....................................................................11

         Section 23.       Action without Meeting................................................................12

         Section 24.       Fees and Compensation.................................................................12

         Section 25.       Committees............................................................................12

         Section 26.       Organization..........................................................................13


                                       i.

<PAGE>

                                TABLE OF CONTENTS
                                   (CONTINUED)

                                                                                                               PAGE

ARTICLE V             OFFICERS...................................................................................13

         Section 27.       Officers Designated...................................................................13

         Section 28.       Tenure and Duties of Officers.........................................................14

         Section 29.       Delegation of Authority...............................................................15

         Section 30.       Resignations..........................................................................15

         Section 31.       Removal...............................................................................15


ARTICLE VI            EXECUTION OF CORPORATE INSTRUMENTS AND VOTING OF SECURITIES OWNED BY THE
                      CORPORATION................................................................................15

         Section 32.       Execution of Corporate Instruments....................................................15

         Section 33.       Voting of Securities Owned by the  Corporation........................................16

ARTICLE VII           SHARES OF STOCK............................................................................16

         Section 34.       Form and Execution of Certificates....................................................16

         Section 35.       Lost Certificates.....................................................................17

         Section 36.       Transfers.............................................................................17

         Section 37.       Fixing Record Dates...................................................................17

         Section 38.       Registered Stockholders...............................................................18

ARTICLE VIII          OTHER SECURITIES OF THE CORPORATION........................................................18

         Section 39.       Execution of Other Securities.........................................................18

ARTICLE IX            DIVIDENDS..................................................................................19

         Section 40.       Declaration of Dividends..............................................................19

         Section 41.       Dividend Reserve......................................................................19

ARTICLE X             FISCAL YEAR................................................................................19

         Section 42.       Fiscal Year...........................................................................19

ARTICLE XI            INDEMNIFICATION............................................................................19

         Section 43.       Indemnification of Directors, Executive Officers, Other Officers, Employees
                           and Other Agents......................................................................19

ARTICLE XII           NOTICES....................................................................................23

         Section 44.       Notices...............................................................................23

ARTICLE XIII          AMENDMENTS.................................................................................24

         Section 45.       Amendments............................................................................24


                                       ii.

<PAGE>

                                TABLE OF CONTENTS
                                   (CONTINUED)

                                                                                                               PAGE

ARTICLE XIV           LOANS TO OFFICERS..........................................................................24

         Section 46.       Loans to Officers.....................................................................24
</TABLE>


                                      iii.

<PAGE>

                                     BYLAWS

                                       OF

                           OMNICELL MERGER CORPORATION


                            (A DELAWARE CORPORATION)


                                    ARTICLE I

                                     OFFICES

         SECTION 1.  REGISTERED OFFICE. The registered office of the 
corporation in the State of Delaware shall be in the City of Wilmington, 
County of New Castle.

         SECTION 2.  OTHER OFFICES. The corporation shall also have and 
maintain an office or principal place of business at such place as may be 
fixed by the Board of Directors, and may also have offices at such other 
places, both within and without the State of Delaware as the Board of 
Directors may from time to time determine or the business of the corporation 
may require.

                                   ARTICLE II

                                 CORPORATE SEAL

         SECTION 3.  CORPORATE SEAL. The corporate seal shall consist of a 
die bearing the name of the corporation and the inscription, "Corporate 
Seal-Delaware." Said seal may be used by causing it or a facsimile thereof to 
be impressed or affixed or reproduced or otherwise.

                                   ARTICLE III

                             STOCKHOLDERS' MEETINGS

         SECTION 4.  PLACE OF MEETINGS. Meetings of the stockholders of the 
corporation shall be held at such place, either within or without the State 
of Delaware, as may be designated from time to time by the Board of 
Directors, or, if not so designated, then at the office of the corporation 
required to be maintained pursuant to Section 2 hereof.

         SECTION 5.  ANNUAL MEETINGS.

                  (a) The annual meeting of the stockholders of the 
corporation, for the purpose of election of directors and for such other 
business as may lawfully come before it, shall be held on such date and at 
such time as may be designated from time to time by the Board of Directors. 
Nominations of persons for election to the Board of Directors of the 
corporation and the proposal of business to be considered by the stockholders 
may be made at an annual meeting of stockholders: (i) pursuant to the 
corporation's notice of meeting of stockholders; (ii) by or at the 

                                       1.

<PAGE>

direction of the Board of Directors; or (iii) by any stockholder of the 
corporation who was a stockholder of record at the time of giving of notice 
provided for in the following paragraph, who is entitled to vote at the 
meeting and who complied with the notice procedures set forth in Section 5.

                  (b) At an annual meeting of the stockholders, only such 
business shall be conducted as shall have been properly brought before the 
meeting. For nominations or other business to be properly brought before an 
annual meeting by a stockholder pursuant to clause (c) of Section 5(a) of 
these Bylaws, (i) the stockholder must have given timely notice thereof in 
writing to the Secretary of the corporation, (ii) such other business must be 
a proper matter for stockholder action under the Delaware General Corporation 
Law ("DGCL"), (iii) if the stockholder, or the beneficial owner on whose 
behalf any such proposal or nomination is made, has provided the corporation 
with a Solicitation Notice (as defined in this Section 5(b)), such 
stockholder or beneficial owner must, in the case of a proposal, have 
delivered a proxy statement and form of proxy to holders of at least the 
percentage of the corporation's voting shares required under applicable law 
to carry any such proposal, or, in the case of a nomination or nominations, 
have delivered a proxy statement and form of proxy to holders of a percentage 
of the corporation's voting shares reasonably believed by such stockholder or 
beneficial owner to be sufficient to elect the nominee or nominees proposed 
to be nominated by such stockholder, and must, in either case, have included 
in such materials the Solicitation Notice, and (iv) if no Solicitation Notice 
relating thereto has been timely provided pursuant to this section, the 
stockholder or beneficial owner proposing such business or nomination must 
not have solicited a number of proxies sufficient to have required the 
delivery of such a Solicitation Notice under this Section 5. To be timely, a 
stockholder's notice shall be delivered to the Secretary at the principal 
executive offices of the Corporation not later than the close of business on 
the ninetieth (90th) day nor earlier than the close of business on the one 
hundred twentieth (120th) day prior to the first anniversary of the preceding 
year's annual meeting; provided, however, that in the event that the date of 
the annual meeting is advanced more than thirty (30) days prior to or delayed 
by more than thirty (30) days after the anniversary of the preceding year's 
annual meeting, notice by the stockholder to be timely must be so delivered 
not earlier than the close of business on the one hundred twentieth (120th) 
day prior to such annual meeting and not later than the close of business on 
the later of the ninetieth (90th) day prior to such annual meeting or the 
tenth (10th) day following the day on which public announcement of the date 
of such meeting is first made. In no event shall the public announcement of 
an adjournment of an annual meeting commence a new time period for the giving 
of a stockholder's notice as described above. Such stockholder's notice shall 
set forth: (A) as to each person whom the stockholder proposed to nominate 
for election or reelection as a director all information relating to such 
person that is required to be disclosed in solicitations of proxies for 
election of directors in an election contest, or is otherwise required, in 
each case pursuant to Regulation 14A under the Securities Exchange Act of 
1934, as amended (the "1934 Act") and Rule 14a-11 thereunder (including such 
person's written consent to being named in the proxy statement as a nominee 
and to serving as a director if elected); (B) as to any other business that 
the stockholder proposes to bring before the meeting, a brief description of 
the business desired to be brought before the meeting, the reasons for 
conducting such business at the meeting and any material interest in such 
business of such stockholder and the beneficial owner, if any, on whose 
behalf the proposal is made; and (C) as to the stockholder giving the notice 
and the beneficial owner, if any, on whose behalf the nomination or proposal 
is made (i) the name and address of such stockholder, as they appear on the 
corporation's books, 

                                       2.

<PAGE>

and of such beneficial owner, (ii) the class and number of shares of the 
corporation which are owned beneficially and of record by such stockholder 
and such beneficial owner, and (iii) whether either such stockholder or 
beneficial owner intends to deliver a proxy statement and form of proxy to 
holders of, in the case of the proposal, at least the percentage of the 
corporation's voting shares required under applicable law to carry the 
proposal or, in the case of a nomination or nominations, a sufficient number 
of holders of the corporation's voting shares to elect such nominee or 
nominees (an affirmative statement of such intent, a "Solicitation Notice").

                  (c) Notwithstanding anything in the second sentence of 
Section 5(b) of these Bylaws to the contrary, in the event that the number of 
directors to be elected to the Board of Directors of the Corporation is 
increased and there is no public announcement naming all of the nominees for 
director or specifying the size of the increased Board of Directors made by 
the corporation at least one hundred (100) days prior to the first 
anniversary of the preceding year's annual meeting, a stockholder's notice 
required by this Section 5 shall also be considered timely, but only with 
respect to nominees for any new positions created by such increase, if it 
shall be delivered to the Secretary at the principal executive offices of the 
corporation not later than the close of business on the tenth (10th) day 
following the day on which such public announcement is first made by the 
corporation.

                  (d) Only such persons who are nominated in accordance with 
the procedures set forth in this Section 5 shall be eligible to serve as 
directors and only such business shall be conducted at a meeting of 
stockholders as shall have been brought before the meeting in accordance with 
the procedures set forth in this Section 5. Except as otherwise provided by 
law, the Chairman of the meeting shall have the power and duty to determine 
whether a nomination or any business proposed to be brought before the 
meeting was made, or proposed, as the case may be, in accordance with the 
procedures set forth in these Bylaws and, if any proposed nomination or 
business is not in compliance with these Bylaws, to declare that such 
defective proposal or nomination shall not be presented for stockholder 
action at the meeting and shall be disregarded.

                  (e) Notwithstanding the foregoing provisions of this 
Section 5, in order to include information with respect to a stockholder 
proposal in the proxy statement and form of proxy for a stockholders' 
meeting, stockholders must provide notice as required by the regulations 
promulgated under the 1934 Act. Nothing in these Bylaws shall be deemed to 
affect any rights of stockholders to request inclusion of proposals in the 
corporation proxy statement pursuant to Rule 14a-8 under the 1934 Act.

                  (f) For purposes of this Section 5, "public announcement" 
shall mean disclosure in a press release reported by the Dow Jones News 
Service, Associated Press or comparable national news service or in a 
document publicly filed by the corporation with the Securities and Exchange 
Commission pursuant to Section 13, 14 or 15(d) of the 1934 Act.

         SECTION 6.  SPECIAL MEETINGS.

                  (a) Special meetings of the stockholders of the corporation 
may be called, for any purpose or purposes, by (i) the Chairman of the Board 
of Directors, (ii) the Chief Executive Officer, or (iii) the Board of 
Directors pursuant to a resolution adopted by a majority of the total 

                                       3.


<PAGE>

number of authorized directors (whether or not there exist any vacancies in 
previously authorized directorships at the time any such resolution is 
presented to the Board of Directors for adoption).

At any time or times that the corporation is subject to Section 2115(b) of 
the California General Corporation Law ("CGCL"), stockholders holding five 
percent (5%) or more of the outstanding shares shall have the right to call a 
special meeting of stockholders only as set forth in Section 18(c) herein.

                  (b) If a special meeting is properly called by any person 
or persons other than the Board of Directors, the request shall be in 
writing, specifying the general nature of the business proposed to be 
transacted, and shall be delivered personally or sent by registered mail or 
by telegraphic or other facsimile transmission to the Chairman of the Board 
of Directors, the Chief Executive Officer, or the Secretary of the 
corporation. No business may be transacted at such special meeting otherwise 
than specified in such notice. The Board of Directors shall determine the 
time and place of such special meeting, which shall be held not less than 
thirty-five (35) nor more than one hundred twenty (120) days after the date 
of the receipt of the request. Upon determination of the time and place of 
the meeting, the officer receiving the request shall cause notice to be given 
to the stockholders entitled to vote, in accordance with the provisions of 
Section 7 of these Bylaws. If the notice is not given within one hundred 
(100) days after the receipt of the request, the person or persons properly 
requesting the meeting may set the time and place of the meeting and give the 
notice. Nothing contained in this paragraph (b) shall be construed as 
limiting, fixing, or affecting the time when a meeting of stockholders called 
by action of the Board of Directors may be held.

                  (c) Nominations of persons for election to the Board of 
Directors may be made at a special meeting of stockholders at which directors 
are to be elected pursuant to the corporation's notice of meeting (i) by or 
at the direction of the Board of Directors or (ii) by any stockholder of the 
corporation who is a stockholder of record at the time of giving notice 
provided for in these Bylaws who shall be entitled to vote at the meeting and 
who complies with the notice procedures set forth in this Section 6(c). In 
the event the corporation calls a special meeting of stockholders for the 
purpose of electing one or more directors to the Board of Directors, any such 
stockholder may nominate a person or persons (as the case may be), for 
election to such position(s) as specified in the corporation's notice of 
meeting, if the stockholder's notice required by Section 5(b) of these Bylaws 
shall be delivered to the Secretary at the principal executive offices of the 
corporation not earlier than the close of business on the one hundred 
twentieth (120th) day prior to such special meeting and not later than the 
close of business on the later of the ninetieth (90th) day prior to such 
meeting or the tenth (10th) day following the day on which public 
announcement is first made of the date of the special meeting and of the 
nominees proposed by the Board of Directors to be elected at such meeting. In 
no event shall the public announcement of an adjournment of a special meeting 
commence a new time period for the giving of a stockholder's notice as 
described above.

         SECTION 7.  NOTICE OF MEETINGS. Except as otherwise provided by law 
or the Certificate of Incorporation, written notice of each meeting of 
stockholders shall be given not less than ten (10) nor more than sixty (60) 
days before the date of the meeting to each stockholder entitled to vote at 
such meeting, such notice to specify the place, date and hour and purpose or 
purposes of the meeting. Notice of the time, place and purpose of any meeting 
of 

                                       4.

<PAGE>

stockholders may be waived in writing, signed by the person entitled to 
notice thereof, either before or after such meeting, and will be waived by 
any stockholder by his attendance thereat in person or by proxy, except when 
the stockholder attends a meeting for the express purpose of objecting, at 
the beginning of the meeting, to the transaction of any business because the 
meeting is not lawfully called or convened. Any stockholder so waiving notice 
of such meeting shall be bound by the proceedings of any such meeting in all 
respects as if due notice thereof had been given.

         SECTION 8.  QUORUM. At all meetings of stockholders, except where 
otherwise provided by statute or by the Certificate of Incorporation, or by 
these Bylaws, the presence, in person or by proxy duly authorized, of the 
holders of a majority of the outstanding shares of stock entitled to vote 
shall constitute a quorum for the transaction of business. In the absence of 
a quorum, any meeting of stockholders may be adjourned, from time to time, 
either by the chairman of the meeting or by vote of the holders of a majority 
of the shares represented thereat, but no other business shall be transacted 
at such meeting. The stockholders present at a duly called or convened 
meeting, at which a quorum is present, may continue to transact business 
until adjournment, notwithstanding the withdrawal of enough stockholders to 
leave less than a quorum. Except as otherwise provided by statute, the 
Certificate of Incorporation or these Bylaws, in all matters other than the 
election of directors, the affirmative vote of the majority of shares present 
in person or represented by proxy at the meeting and entitled to vote on the 
subject matter shall be the act of the stockholders. Except as otherwise 
provided by statute, the Certificate of Incorporation or these Bylaws, 
directors shall be elected by a plurality of the votes of the shares present 
in person or represented by proxy at the meeting and entitled to vote on the 
election of directors. Where a separate vote by a class or classes or series 
is required, except where otherwise provided by the statute or by the 
Certificate of Incorporation or these Bylaws, a majority of the outstanding 
shares of such class or classes or series, present in person or represented 
by proxy, shall constitute a quorum entitled to take action with respect to 
that vote on that matter and, except where otherwise provided by the statute 
or by the Certificate of Incorporation or these Bylaws, the affirmative vote 
of the majority (plurality, in the case of the election of directors) of the 
votes cast by the holders of shares of such class or classes or series shall 
be the act of such class or classes or series.

         SECTION 9.  ADJOURNMENT AND NOTICE OF ADJOURNED MEETINGS. Any 
meeting of stockholders, whether annual or special, may be adjourned from 
time to time either by the chairman of the meeting or by the vote of a 
majority of the shares casting votes. When a meeting is adjourned to another 
time or place, notice need not be given of the adjourned meeting if the time 
and place thereof are announced at the meeting at which the adjournment is 
taken. At the adjourned meeting, the corporation may transact any business 
which might have been transacted at the original meeting. If the adjournment 
is for more than thirty (30) days or if after the adjournment a new record 
date is fixed for the adjourned meeting, a notice of the adjourned meeting 
shall be given to each stockholder of record entitled to vote at the meeting.

         SECTION 10.  VOTING RIGHTS. For the purpose of determining those 
stockholders entitled to vote at any meeting of the stockholders, except as 
otherwise provided by law, only persons in whose names shares stand on the 
stock records of the corporation on the record date, as provided in Section 
12 of these Bylaws, shall be entitled to vote at any meeting of stockholders. 
Every person entitled to vote shall have the right to do so either in person 
or by an

                                       5.

<PAGE>

agent or agents authorized by a proxy granted in accordance with Delaware 
law. An agent so appointed need not be a stockholder. No proxy shall be voted 
after three (3) years from its date of creation unless the proxy provides for 
a longer period.

         SECTION 11.  JOINT OWNERS OF STOCK. If shares or other securities 
having voting power stand of record in the names of two (2) or more persons, 
whether fiduciaries, members of a partnership, joint tenants, tenants in 
common, tenants by the entirety, or otherwise, or if two (2) or more persons 
have the same fiduciary relationship respecting the same shares, unless the 
Secretary is given written notice to the contrary and is furnished with a 
copy of the instrument or order appointing them or creating the relationship 
wherein it is so provided, their acts with respect to voting shall have the 
following effect: (a) if only one (1) votes, his act binds all; (b) if more 
than one (1) votes, the act of the majority so voting binds all; (c) if more 
than one (1) votes, but the vote is evenly split on any particular matter, 
each faction may vote the securities in question proportionally, or may apply 
to the Delaware Court of Chancery for relief as provided in the DGCL, Section 
217(b). If the instrument filed with the Secretary shows that any such 
tenancy is held in unequal interests, a majority or even-split for the 
purpose of subsection (c) shall be a majority or even-split in interest.

         SECTION 12.  LIST OF STOCKHOLDERS. The Secretary shall prepare and 
make, at least ten (10) days before every meeting of stockholders, a complete 
list of the stockholders entitled to vote at said meeting, arranged in 
alphabetical order, showing the address of each stockholder and the number of 
shares registered in the name of each stockholder. Such list shall be open to 
the examination of any stockholder, for any purpose germane to the meeting, 
during ordinary business hours, for a period of at least ten (10) days prior 
to the meeting, either at a place within the city where the meeting is to be 
held, which place shall be specified in the notice of the meeting, or, if not 
specified, at the place where the meeting is to be held. The list shall be 
produced and kept at the time and place of meeting during the whole time 
thereof and may be inspected by any stockholder who is present.

         SECTION 13.  ACTION WITHOUT MEETING.

                  (a) Unless otherwise provided in the Certificate of 
Incorporation, any action required by statute to be taken at any annual or 
special meeting of the stockholders, or any action which may be taken at any 
annual or special meeting of the stockholders, may be taken without a 
meeting, without prior notice and without a vote, if a consent in writing, 
setting forth the action so taken, shall be signed by the holders of 
outstanding stock having not less than the minimum number of votes that would 
be necessary to authorize or take such action at a meeting at which all 
shares entitled to vote thereon were present and voted.

                  (b) Every written consent shall bear the date of signature 
of each stockholder who signs the consent, and no written consent shall be 
effective to take the corporate action referred to therein unless, within 
sixty (60) days of the earliest dated consent delivered to the corporation in 
the manner herein required, written consents signed by a sufficient number of 
stockholders to take action are delivered to the corporation by delivery to 
its registered office in the State of Delaware, its principal place of 
business or an officer or agent of the corporation having custody of the book 
in which proceedings of meetings of stockholders are recorded. 

                                       6.

<PAGE>

Delivery made to a corporation's registered office shall be by hand or by 
certified or registered mail, return receipt requested.

                  (c) Prompt notice of the taking of the corporate action 
without a meeting by less than unanimous written consent shall be given to 
those stockholders who have not consented in writing and who, if the action 
had been taken at a meeting, would have been entitled to notice of the 
meeting if the record date for such meeting had been the date that written 
consents signed by a sufficient number of stockholders to take action were 
delivered to the corporation as provided in Section 228 (c) of the DGCL. If 
the action which is consented to is such as would have required the filing of 
a certificate under any section of the DGCL if such action had been voted on 
by stockholders at a meeting thereof, then the certificate filed under such 
section shall state, in lieu of any statement required by such section 
concerning any vote of stockholders, that written consent has been given in 
accordance with Section 228 of the DGCL.

                  (d) Notwithstanding the foregoing, no such action by 
written consent may be taken following the closing of the initial public 
offering pursuant to an effective registration statement under the Securities 
Act of 1933, as amended (the "1933 Act"), covering the offer and sale of 
Common Stock of the corporation (the "Initial Public Offering").

         SECTION 14.  ORGANIZATION.

                  (a) At every meeting of stockholders, the Chairman of the 
Board of Directors, or, if a Chairman has not been appointed or is absent, 
the President, or, if the President is absent, a chairman of the meeting 
chosen by a majority in interest of the stockholders entitled to vote, 
present in person or by proxy, shall act as chairman. The Secretary, or, in 
his absence, an Assistant Secretary directed to do so by the President, shall 
act as secretary of the meeting.

                  (b) The Board of Directors of the corporation shall be 
entitled to make such rules or regulations for the conduct of meetings of 
stockholders as it shall deem necessary, appropriate or convenient. Subject 
to such rules and regulations of the Board of Directors, if any, the chairman 
of the meeting shall have the right and authority to prescribe such rules, 
regulations and procedures and to do all such acts as, in the judgment of 
such chairman, are necessary, appropriate or convenient for the proper 
conduct of the meeting, including, without limitation, establishing an agenda 
or order of business for the meeting, rules and procedures for maintaining 
order at the meeting and the safety of those present, limitations on 
participation in such meeting to stockholders of record of the corporation 
and their duly authorized and constituted proxies and such other persons as 
the chairman shall permit, restrictions on entry to the meeting after the 
time fixed for the commencement thereof, limitations on the time allotted to 
questions or comments by participants and regulation of the opening and 
closing of the polls for balloting on matters which are to be voted on by 
ballot. Unless and to the extent determined by the Board of Directors or the 
chairman of the meeting, meetings of stockholders shall not be required to be 
held in accordance with rules of parliamentary procedure.

                                       7.

<PAGE>

                                   ARTICLE IV

                                    DIRECTORS

         SECTION 15.  NUMBER AND TERM OF OFFICE. The authorized number of 
directors of the corporation shall be fixed in accordance with the 
Certificate of Incorporation. Directors need not be stockholders unless so 
required by the Certificate of Incorporation. If for any cause, the directors 
shall not have been elected at an annual meeting, they may be elected as soon 
thereafter as convenient at a special meeting of the stockholders called for 
that purpose in the manner provided in these Bylaws.

         SECTION 16.  POWERS. The powers of the corporation shall be 
exercised, its business conducted and its property controlled by the 
Board of Directors, except as may be otherwise provided by statute or by 
the Certificate of Incorporation.

         SECTION 17.  CLASSES OF DIRECTORS.

                  (a) Subject to the rights of the holders of any series of 
Preferred Stock to elect additional directors under specified circumstances, 
following the closing of the Initial Public Offering, the directors shall be 
divided into three classes designated as Class I, Class II and Class III, 
respectively. Directors shall be assigned to each class in accordance with a 
resolution or resolutions adopted by the Board of Directors. At the first 
annual meeting of stockholders following the closing of the Initial Public 
Offering, the term of office of the Class I directors shall expire and Class 
I directors shall be elected for a full term of three years. At the second 
annual meeting of stockholders following the Initial Public Offering, the 
term of office of the Class II directors shall expire and Class II directors 
shall be elected for a full term of three years. At the third annual meeting 
of stockholders following the Initial Public Offering, the term of office of 
the Class III directors shall expire and Class III directors shall be elected 
for a full term of three years. At each succeeding annual meeting of 
stockholders, directors shall be elected for a full term of three years to 
succeed the directors of the class whose terms expire at such annual meeting. 
During such time or times that the corporation is subject to Section 2115(b) 
of the CGCL, this Section 17(a) shall become effective and apply only when 
the corporation is a "listed" corporation within the meaning of Section 301.5 
of the CGCL.

                  (b) In the event that the corporation is unable to have a 
classified Board of Directors under applicable law, Section 17(a) of these 
Bylaws shall not apply and all directors shall be elected at each annual 
meeting of stockholders to hold office until the next annual meeting.

                  (c) No stockholder entitled to vote at an election for 
directors may cumulate votes to which such stockholder is entitled, unless, 
at the time of the election, the corporation (i) is subject to Section 
2115(b) of the CGCL AND (ii) is not or ceases to be a "listed" corporation 
under Section 301.5 of the CGCL. During this time, every stockholder entitled 
to vote at an election for directors may cumulate such stockholder's votes 
and give one candidate a number of votes equal to the number of directors to 
be elected multiplied by the number of votes to which such stockholder's 
shares are otherwise entitled, or distribute the stockholder's votes on the 
same principle among as many candidates as such stockholder thinks fit. No 
stockholder, however, 

                                       8.

<PAGE>

shall be entitled to so cumulate such stockholder's votes unless (i) the 
names of such candidate or candidates have been placed in nomination prior to 
the voting and (ii) the stockholder has given notice at the meeting, prior to 
the voting, of such stockholder's intention to cumulate such stockholder's 
votes. If any stockholder has given proper notice to cumulate votes, all 
stockholders may cumulate their votes for any candidates who have been 
properly placed in nomination. Under cumulative voting, the candidates 
receiving the highest number of votes, up to the number of directors to be 
elected, are elected.

         Notwithstanding the foregoing provisions of this section, each 
director shall serve until his successor is duly elected and qualified or 
until his death, resignation or removal. No decrease in the number of 
directors constituting the Board of Directors shall shorten the term of any 
incumbent director.

         SECTION 18.  VACANCIES.

                  (a) Unless otherwise provided in the Certificate of 
Incorporation, any vacancies on the Board of Directors resulting from death, 
resignation, disqualification, removal or other causes and any newly created 
directorships resulting from any increase in the number of directors shall, 
unless the Board of Directors determines by resolution that any such 
vacancies or newly created directorships shall be filled by stockholders, be 
filled only by the affirmative vote of a majority of the directors then in 
office, even though less than a quorum of the Board of Directors. Any 
director elected in accordance with the preceding sentence shall hold office 
for the remainder of the full term of the director for which the vacancy was 
created or occurred and until such director's successor shall have been 
elected and qualified. A vacancy in the Board of Directors shall be deemed to 
exist under this Section 18 in the case of the death, removal or resignation 
of any director.

                  (b) If at the time of filling any vacancy or any newly 
created directorship, the directors then in office shall constitute less than 
a majority of the whole board (as constituted immediately prior to any such 
increase), the Delaware Court of Chancery may, upon application of any 
stockholder or stockholders holding at least ten percent (10%) of the total 
number of the shares at the time outstanding having the right to vote for 
such directors, summarily order an election to be held to fill any such 
vacancies or newly created directorships, or to replace the directors chosen 
by the directors then in offices as aforesaid, which election shall be 
governed by Section 211 of the DGCL.

                  (c) At any time or times that the corporation is subject to 
Section 2115(b) of the CGCL, if, after the filling of any vacancy, the 
directors then in office who have been elected by stockholders shall 
constitute less than a majority of the directors then in office, then

                           (1) Any holder or holders of an aggregate of five 
percent (5%) or more of the total number of shares at the time outstanding 
having the right to vote for those directors may call a special meeting of 
stockholders; or

                           (2) The Superior Court of the proper county shall, 
upon application of such stockholder or stockholders, summarily order a 
special meeting of stockholders, to be held 

                                       9.

<PAGE>

to elect the entire board, all in accordance with Section 305(c) of the CGCL. 
The term of office of any director shall terminate upon that election of a 
successor.

         SECTION 19.  RESIGNATION. Any director may resign at any time by 
delivering his written resignation to the Secretary, such resignation to 
specify whether it will be effective at a particular time, upon receipt by 
the Secretary or at the pleasure of the Board of Directors. If no such 
specification is made, it shall be deemed effective at the pleasure of the 
Board of Directors. When one or more directors shall resign from the Board of 
Directors, effective at a future date, a majority of the directors then in 
office, including those who have so resigned, shall have power to fill such 
vacancy or vacancies, the vote thereon to take effect when such resignation 
or resignations shall become effective, and each Director so chosen shall 
hold office for the unexpired portion of the term of the Director whose place 
shall be vacated and until his successor shall have been duly elected and 
qualified.

         SECTION 20.  REMOVAL.

                  (a) During such time or times that the corporation is 
subject to Section 2115(b) of the CGCL, the Board of Directors or any 
individual director may be removed from office at any time without cause by 
the affirmative vote of the holders of at least a majority of the outstanding 
shares entitled to vote on such removal; provided, however, that unless the 
entire Board is removed, no individual director may be removed when the votes 
cast against such director's removal, or not consenting in writing to such 
removal, would be sufficient to elect that director if voted cumulatively at 
an election which the same total number of votes were cast (or, if such 
action is taken by written consent, all shares entitled to vote were voted) 
and the entire number of directors authorized at the time of such director's 
most recent election were then being elected.

                  (b) Following any date on which the corporation is no 
longer subject to Section 2115(b) of the CGCL and subject to any limitations 
imposed by law, Section 20(a) above shall no longer apply and removal shall 
be as provided in Section 141(k) of the DGCL.

         SECTION 21.  MEETINGS.

                  (a) ANNUAL MEETINGS. The annual meeting of the Board of 
Directors shall be held immediately before or after the annual meeting of 
stockholders and at the place where such meeting is held. No notice of an 
annual meeting of the Board of Directors shall be necessary and such meeting 
shall be held for the purpose of electing officers and transacting such other 
business as may lawfully come before it.

                  (b) REGULAR MEETINGS. Unless otherwise restricted by the 
Certificate of Incorporation, regular meetings of the Board of Directors may 
be held at any time or date and at any place within or without the State of 
Delaware which has been designated by the Board of Directors and publicized 
among all directors. No formal notice shall be required for regular meetings 
of the Board of Directors.

                  (c) SPECIAL MEETINGS. Unless otherwise restricted by the 
Certificate of Incorporation, special meetings of the Board of Directors may 
be held at any time and place 

                                      10.

<PAGE>

within or without the State of Delaware whenever called by the Chairman of 
the Board, the President or any two of the directors

                  (d) TELEPHONE MEETINGS. Any member of the Board of 
Directors, or of any committee thereof, may participate in a meeting by means 
of conference telephone or similar communications equipment by means of which 
all persons participating in the meeting can hear each other, and 
participation in a meeting by such means shall constitute presence in person 
at such meeting.

                  (e) NOTICE OF MEETINGS. Notice of the time and place of all 
meetings of the Board of Directors shall be orally or in writing, by 
telephone, including a voice messaging system or other system or technology 
designed to record and communicate messages, facsimile, telegraph or telex, 
or by electronic mail or other electronic means, during normal business 
hours, at least twenty-four (24) hours before the date and time of the 
meeting, or sent in writing to each director by first class mail, charges 
prepaid, at least three (3) days before the date of the meeting. Notice of 
any meeting may be waived in writing at any time before or after the meeting 
and will be waived by any director by attendance thereat, except when the 
director attends the meeting for the express purpose of objecting, at the 
beginning of the meeting, to the transaction of any business because the 
meeting is not lawfully called or convened.

                  (f) WAIVER OF NOTICE. The transaction of all business at 
any meeting of the Board of Directors, or any committee thereof, however 
called or noticed, or wherever held, shall be as valid as though had at a 
meeting duly held after regular call and notice, if a quorum be present and 
if, either before or after the meeting, each of the directors not present 
shall sign a written waiver of notice. All such waivers shall be filed with 
the corporate records or made a part of the minutes of the meeting.

         SECTION 22.  QUORUM AND VOTING.

                  (a) Unless the Certificate of Incorporation requires a 
greater number and except with respect to indemnification questions arising 
under Section 43 hereof, for which a quorum shall be one-third of the exact 
number of directors fixed from time to time in accordance with the 
Certificate of Incorporation, a quorum of the Board of Directors shall 
consist of a majority of the exact number of directors fixed from time to 
time by the Board of Directors in accordance with the Certificate of 
Incorporation; PROVIDED, HOWEVER, at any meeting whether a quorum be present 
or otherwise, a majority of the directors present may adjourn from time to 
time until the time fixed for the next regular meeting of the Board of 
Directors, without notice other than by announcement at the meeting.

                  (b) At each meeting of the Board of Directors at which a 
quorum is present, all questions and business shall be determined by the 
affirmative vote of a majority of the directors present, unless a different 
vote be required by law, the Certificate of Incorporation or these Bylaws.

                                      11.

<PAGE>

         SECTION 23.  ACTION WITHOUT MEETING. Unless otherwise restricted by 
the Certificate of Incorporation or these Bylaws, any action required or 
permitted to be taken at any meeting of the Board of Directors or of any 
committee thereof may be taken without a meeting, if all members of the Board 
of Directors or committee, as the case may be, consent thereto in writing, 
and such writing or writings are filed with the minutes of proceedings of the 
Board of Directors or committee.

         SECTION 24.  FEES AND COMPENSATION. Directors shall be entitled to 
such compensation for their services as may be approved by the Board of 
Directors, including, if so approved, by resolution of the Board of 
Directors, a fixed sum and expenses of attendance, if any, for attendance at 
each regular or special meeting of the Board of Directors and at any meeting 
of a committee of the Board of Directors. Nothing herein contained shall be 
construed to preclude any director from serving the corporation in any other 
capacity as an officer, agent, employee, or otherwise and receiving 
compensation therefor.

         SECTION 25.  COMMITTEES.

                  (a) EXECUTIVE COMMITTEE. The Board of Directors may appoint 
an Executive Committee to consist of one (1) or more members of the Board of 
Directors. The Executive Committee, to the extent permitted by law and 
provided in the resolution of the Board of Directors shall have and may 
exercise all the powers and authority of the Board of Directors in the 
management of the business and affairs of the corporation, and may authorize 
the seal of the corporation to be affixed to all papers which may require it; 
but no such committee shall have the power or authority in reference to (i) 
approving or adopting, or recommending to the stockholders, any action or 
matter expressly required by the DGCL to be submitted to stockholders for 
approval, or (ii) adopting, amending or repealing any bylaw of the 
corporation.

                  (b) OTHER COMMITTEES. The Board of Directors may, from time 
to time, appoint such other committees as may be permitted by law. Such other 
committees appointed by the Board of Directors shall consist of one (1) or 
more members of the Board of Directors and shall have such powers and perform 
such duties as may be prescribed by the resolution or resolutions creating 
such committees, but in no event shall any such committee have the powers 
denied to the Executive Committee in these Bylaws.

                  (c) TERM. Each member of a committee of the Board of 
Directors shall serve a term on the committee coexistent with such member's 
term on the Board of Directors. The Board of Directors, subject to any 
requirements of any outstanding series of preferred Stock and the provisions 
of subsections (a) or (b) of this Bylaw, may at any time increase or decrease 
the number of members of a committee or terminate the existence of a 
committee. The membership of a committee member shall terminate on the date 
of his death or voluntary resignation from the committee or from the Board of 
Directors. The Board of Directors may at any time for any reason remove any 
individual committee member and the Board of Directors may fill any committee 
vacancy created by death, resignation, removal or increase in the number of 
members of the committee. The Board of Directors may designate one or more 
directors as alternate members of any committee, who may replace any absent 
or disqualified member at any meeting of the committee, and, in addition, in 
the absence or disqualification of any member of a committee, the member or 
members thereof present at any meeting and not disqualified from 

                                      12.

<PAGE>

voting, whether or not he or they constitute a quorum, may unanimously 
appoint another member of the Board of Directors to act at the meeting in the 
place of any such absent or disqualified member.

                  (d) MEETINGS. Unless the Board of Directors shall otherwise 
provide, regular meetings of the Executive Committee or any other committee 
appointed pursuant to this Section 25 shall be held at such times and places 
as are determined by the Board of Directors, or by any such committee, and 
when notice thereof has been given to each member of such committee, no 
further notice of such regular meetings need be given thereafter. Special 
meetings of any such committee may be held at any place which has been 
determined from time to time by such committee, and may be called by any 
director who is a member of such committee, upon written notice to the 
members of such committee of the time and place of such special meeting given 
in the manner provided for the giving of written notice to members of the 
Board of Directors of the time and place of special meetings of the Board of 
Directors. Notice of any special meeting of any committee may be waived in 
writing at any time before or after the meeting and will be waived by any 
director by attendance thereat, except when the director attends such special 
meeting for the express purpose of objecting, at the beginning of the 
meeting, to the transaction of any business because the meeting is not 
lawfully called or convened. A majority of the authorized number of members 
of any such committee shall constitute a quorum for the transaction of 
business, and the act of a majority of those present at any meeting at which 
a quorum is present shall be the act of such committee.

         SECTION 26.  ORGANIZATION. At every meeting of the directors, the 
Chairman of the Board of Directors, or, if a Chairman has not been appointed 
or is absent, the President (if a director), or if the President is absent, 
the most senior Vice President (if a director), or, in the absence of any 
such person, a chairman of the meeting chosen by a majority of the directors 
present, shall preside over the meeting. The Secretary, or in his absence, 
any Assistant Secretary directed to do so by the President, shall act as 
secretary of the meeting.

                                    ARTICLE V

                                    OFFICERS

         SECTION 27.  OFFICERS DESIGNATED. The officers of the corporation 
shall include, if and when designated by the Board of Directors, the Chairman 
of the Board of Directors, the Chief Executive Officer, the President, one or 
more Vice Presidents, the Secretary, the Chief Financial Officer, the 
Treasurer and the Controller, all of whom shall be elected at the annual 
organizational meeting of the Board of Directors. The Board of Directors may 
also appoint one or more Assistant Secretaries, Assistant Treasurers, 
Assistant Controllers and such other officers and agents with such powers and 
duties as it shall deem necessary. The Board of Directors may assign such 
additional titles to one or more of the officers as it shall deem 
appropriate. Any one person may hold any number of offices of the corporation 
at any one time unless specifically prohibited therefrom by law. The salaries 
and other compensation of the officers of the corporation shall be fixed by 
or in the manner designated by the Board of Directors.

                                      13.

<PAGE>

         SECTION 28.  TENURE AND DUTIES OF OFFICERS.

                  (a) GENERAL. All officers shall hold office at the pleasure 
of the Board of Directors and until their successors shall have been duly 
elected and qualified, unless sooner removed. Any officer elected or 
appointed by the Board of Directors may be removed at any time by the Board 
of Directors. If the office of any officer becomes vacant for any reason, the 
vacancy may be filled by the Board of Directors.

                  (b) DUTIES OF CHAIRMAN OF THE BOARD OF DIRECTORS. The 
Chairman of the Board of Directors, when present, shall preside at all 
meetings of the stockholders and the Board of Directors. The Chairman of the 
Board of Directors shall perform other duties commonly incident to his office 
and shall also perform such other duties and have such other powers, as the 
Board of Directors shall designate from time to time. If there is no 
President, then the Chairman of the Board of Directors shall also serve as 
the Chief Executive Officer of the corporation and shall have the powers and 
duties prescribed in paragraph (c) of this Section 28.

                  (c) DUTIES OF PRESIDENT. The President shall preside at all 
meetings of the stockholders and at all meetings of the Board of Directors, 
unless the Chairman of the Board of Directors has been appointed and is 
present. Unless some other officer has been elected Chief Executive Officer 
of the corporation, the President shall be the chief executive officer of the 
corporation and shall, subject to the control of the Board of Directors, have 
general supervision, direction and control of the business and officers of 
the corporation. The President shall perform other duties commonly incident 
to his office and shall also perform such other duties and have such other 
powers, as the Board of Directors shall designate from time to time.

                  (d) DUTIES OF VICE PRESIDENTS. The Vice Presidents may 
assume and perform the duties of the President in the absence or disability 
of the President or whenever the office of President is vacant. The Vice 
Presidents shall perform other duties commonly incident to their office and 
shall also perform such other duties and have such other powers as the Board 
of Directors or the President shall designate from time to time.

                  (e) DUTIES OF SECRETARY. The Secretary shall attend all 
meetings of the stockholders and of the Board of Directors and shall record 
all acts and proceedings thereof in the minute book of the corporation. The 
Secretary shall give notice in conformity with these Bylaws of all meetings 
of the stockholders and of all meetings of the Board of Directors and any 
committee thereof requiring notice. The Secretary shall perform all other 
duties given him in these Bylaws and other duties commonly incident to his 
office and shall also perform such other duties and have such other powers, 
as the Board of Directors shall designate from time to time. The President 
may direct any Assistant Secretary to assume and perform the duties of the 
Secretary in the absence or disability of the Secretary, and each Assistant 
Secretary shall perform other duties commonly incident to his office and 
shall also perform such other duties and have such other powers as the Board 
of Directors or the President shall designate from time to time.

                                      14.

<PAGE>

                  (f) DUTIES OF CHIEF FINANCIAL OFFICER. The Chief Financial 
Officer shall keep or cause to be kept the books of account of the 
corporation in a thorough and proper manner and shall render statements of 
the financial affairs of the corporation in such form and as often as 
required by the Board of Directors or the President. The Chief Financial 
Officer, subject to the order of the Board of Directors, shall have the 
custody of all funds and securities of the corporation. The Chief Financial 
Officer shall perform other duties commonly incident to his office and shall 
also perform such other duties and have such other powers as the Board of 
Directors or the President shall designate from time to time. The President 
may direct the Treasurer or any Assistant Treasurer, or the Controller or any 
Assistant Controller to assume and perform the duties of the Chief Financial 
Officer in the absence or disability of the Chief Financial Officer, and each 
Treasurer and Assistant Treasurer and each Controller and Assistant 
Controller shall perform other duties commonly incident to his office and 
shall also perform such other duties and have such other powers as the Board 
of Directors or the President shall designate from time to time.

         SECTION 29.  DELEGATION OF AUTHORITY. The Board of Directors may 
from time to time delegate the powers or duties of any officer to any other 
officer or agent, notwithstanding any provision hereof.

         SECTION 30.  RESIGNATIONS. Any officer may resign at any time by 
giving written notice to the Board of Directors or to the President or to the 
Secretary. Any such resignation shall be effective when received by the 
person or persons to whom such notice is given, unless a later time is 
specified therein, in which event the resignation shall become effective at 
such later time. Unless otherwise specified in such notice, the acceptance of 
any such resignation shall not be necessary to make it effective. Any 
resignation shall be without prejudice to the rights, if any, of the 
corporation under any contract with the resigning officer.

         SECTION 31.  REMOVAL. Any officer may be removed from office at any 
time, either with or without cause, by the affirmative vote of a majority of 
the directors in office at the time, or by the unanimous written consent of 
the directors in office at the time, or by any committee or superior officers 
upon whom such power of removal may have been conferred by the Board of 
Directors.

                                   ARTICLE VI

           EXECUTION OF CORPORATE INSTRUMENTS AND VOTING OF SECURITIES
                            OWNED BY THE CORPORATION

         SECTION 32.  EXECUTION OF CORPORATE INSTRUMENTS. The Board of 
Directors may, in its discretion, determine the method and designate the 
signatory officer or officers, or other person or persons, to execute on 
behalf of the corporation any corporate instrument or document, or to sign on 
behalf of the corporation the corporate name without limitation, or to enter 
into contracts on behalf of the corporation, except where otherwise provided 
by law or these Bylaws, and such execution or signature shall be binding upon 
the corporation.

                                      15.

<PAGE>

         All checks and drafts drawn on banks or other depositaries on funds 
to the credit of the corporation or in special accounts of the corporation 
shall be signed by such person or persons as the Board of Directors shall 
authorize so to do.

         Unless authorized or ratified by the Board of Directors or within 
the agency power of an officer, no officer, agent or employee shall have any 
power or authority to bind the corporation by any contract or engagement or 
to pledge its credit or to render it liable for any purpose or for any amount.

         SECTION 33.  VOTING OF SECURITIES OWNED BY THE CORPORATION. All 
stock and other securities of other corporations owned or held by the 
corporation for itself, or for other parties in any capacity, shall be voted, 
and all proxies with respect thereto shall be executed, by the person 
authorized so to do by resolution of the Board of Directors, or, in the 
absence of such authorization, by the Chairman of the Board of Directors, the 
Chief Executive Officer, the President, or any Vice President.

                                   ARTICLE VII

                                 SHARES OF STOCK

         SECTION 34.  FORM AND EXECUTION OF CERTIFICATES. Certificates for 
the shares of stock of the corporation shall be in such form as is consistent 
with the Certificate of Incorporation and applicable law. Every holder of 
stock in the corporation shall be entitled to have a certificate signed by or 
in the name of the corporation by the Chairman of the Board of Directors, or 
the President or any Vice President and by the Treasurer or Assistant 
Treasurer or the Secretary or Assistant Secretary, certifying the number of 
shares owned by him in the corporation. Any or all of the signatures on the 
certificate may be facsimiles. In case any officer, transfer agent, or 
registrar who has signed or whose facsimile signature has been placed upon a 
certificate shall have ceased to be such officer, transfer agent, or 
registrar before such certificate is issued, it may be issued with the same 
effect as if he were such officer, transfer agent, or registrar at the date 
of issue. Each certificate shall state upon the face or back thereof, in full 
or in summary, all of the powers, designations, preferences, and rights, and 
the limitations or restrictions of the shares authorized to be issued or 
shall, except as otherwise required by law, set forth on the face or back a 
statement that the corporation will furnish without charge to each 
stockholder who so requests the powers, designations, preferences and 
relative, participating, optional, or other special rights of each class of 
stock or series thereof and the qualifications, limitations or restrictions 
of such preferences and/or rights. Within a reasonable time after the 
issuance or transfer of uncertificated stock, the corporation shall send to 
the registered owner thereof a written notice containing the information 
required to be set forth or stated on certificates pursuant to this section 
or otherwise required by law or with respect to this section a statement that 
the corporation will furnish without charge to each stockholder who so 
requests the powers, designations, preferences and relative participating, 
optional or other special rights of each class of stock or series thereof and 
the qualifications, limitations or restrictions of such preferences and/or 
rights. Except as otherwise expressly provided by law, the rights and 
obligations of the holders of certificates representing stock of the same 
class and series shall be identical.

                                      16.

<PAGE>

         SECTION 35.  LOST CERTIFICATES. A new certificate or certificates 
shall be issued in place of any certificate or certificates theretofore 
issued by the corporation alleged to have been lost, stolen, or destroyed, 
upon the making of an affidavit of that fact by the person claiming the 
certificate of stock to be lost, stolen, or destroyed. The corporation may 
require, as a condition precedent to the issuance of a new certificate or 
certificates, the owner of such lost, stolen, or destroyed certificate or 
certificates, or his legal representative, to agree to indemnify the 
corporation in such manner as it shall require or to give the corporation a 
surety bond in such form and amount as it may direct as indemnity against any 
claim that may be made against the corporation with respect to the 
certificate alleged to have been lost, stolen, or destroyed.

         SECTION 36.  TRANSFERS.

                  (a) Transfers of record of shares of stock of the 
corporation shall be made only upon its books by the holders thereof, in 
person or by attorney duly authorized, and upon the surrender of a properly 
endorsed certificate or certificates for a like number of shares.

                  (b) The corporation shall have power to enter into and 
perform any agreement with any number of stockholders of any one or more 
classes of stock of the corporation to restrict the transfer of shares of 
stock of the corporation of any one or more classes owned by such 
stockholders in any manner not prohibited by the DGCL.

         SECTION 37.  FIXING RECORD DATES.

                  (a) In order that the corporation may determine the 
stockholders entitled to notice of or to vote at any meeting of stockholders 
or any adjournment thereof, the Board of Directors may fix, in advance, a 
record date, which record date shall not precede the date upon which the 
resolution fixing the record date is adopted by the Board of Directors, and 
which record date shall, subject to applicable law, not be more than sixty 
(60) nor less than ten (10) days before the date of such meeting. If no 
record date is fixed by the Board of Directors, the record date for 
determining stockholders entitled to notice of or to vote at a meeting of 
stockholders shall be at the close of business on the day next preceding the 
day on which notice is given, or if notice is waived, at the close of 
business on the day next preceding the day on which the meeting is held. A 
determination of stockholders of record entitled to notice of or to vote at a 
meeting of stockholders shall apply to any adjournment of the meeting; 
PROVIDED, HOWEVER, that the Board of Directors may fix a new record date for 
the adjourned meeting.

                  (b) Prior to the Initial Public Offering, in order that the 
corporation may determine the stockholders entitled to consent to corporate 
action in writing without a meeting, the Board of Directors may fix a record 
date, which record date shall not precede the date upon which the resolution 
fixing the record date is adopted by the Board of Directors, and which date 
shall not be more than ten (10) days after the date upon which the resolution 
fixing the record date is adopted by the Board of Directors. Any stockholder 
of record seeking to have the stockholders authorize or take corporate action 
by written consent shall, by written notice to the Secretary, request the 
Board of Directors to fix a record date. The Board of Directors shall 
promptly, but in all events within ten (10) days after the date on which such 
a request is received, adopt a resolution fixing the record date. If no 
record date has been fixed by the Board of Directors within ten (10) days of 
the date on which such a request is received, the record date for 

                                      17.

<PAGE>

determining stockholders entitled to consent to corporate action in writing 
without a meeting, when no prior action by the Board of Directors is required 
by applicable law, shall be the first date on which a signed written consent 
setting forth the action taken or proposed to be taken is delivered to the 
corporation by delivery to its registered office in the State of Delaware, 
its principal place of business or an officer or agent of the corporation 
having custody of the book in which proceedings of meetings of stockholders 
are recorded. Delivery made to the corporation's registered office shall be 
by hand or by certified or registered mail, return receipt requested. If no 
record date has been fixed by the Board of Directors and prior action by the 
Board of Directors is required by law, the record date for determining 
stockholders entitled to consent to corporate action in writing without a 
meeting shall be at the close of business on the day on which the Board of 
Directors adopts the resolution taking such prior action.

                  (c) In order that the corporation may determine the 
stockholders entitled to receive payment of any dividend or other 
distribution or allotment of any rights or the stockholders entitled to 
exercise any rights in respect of any change, conversion or exchange of 
stock, or for the purpose of any other lawful action, the Board of Directors 
may fix, in advance, a record date, which record date shall not precede the 
date upon which the resolution fixing the record date is adopted, and which 
record date shall be not more than sixty (60) days prior to such action. If 
no record date is fixed, the record date for determining stockholders for any 
such purpose shall be at the close of business on the day on which the Board 
of Directors adopts the resolution relating thereto.

         SECTION 38.  REGISTERED STOCKHOLDERS. The corporation shall be 
entitled to recognize the exclusive right of a person registered on its books 
as the owner of shares to receive dividends, and to vote as such owner, and 
shall not be bound to recognize any equitable or other claim to or interest 
in such share or shares on the part of any other person whether or not it 
shall have express or other notice thereof, except as otherwise provided by 
the laws of Delaware.

                                  ARTICLE VIII

                       OTHER SECURITIES OF THE CORPORATION

         SECTION 39.  EXECUTION OF OTHER SECURITIES. All bonds, debentures 
and other corporate securities of the corporation, other than stock 
certificates (covered in Section 34), may be signed by the Chairman of the 
Board of Directors, the President or any Vice President, or such other person 
as may be authorized by the Board of Directors, and the corporate seal 
impressed thereon or a facsimile of such seal imprinted thereon and attested 
by the signature of the Secretary or an Assistant Secretary, or the Chief 
Financial Officer or Treasurer or an Assistant Treasurer; PROVIDED, HOWEVER, 
that where any such bond, debenture or other corporate security shall be 
authenticated by the manual signature, or where permissible facsimile 
signature, of a trustee under an indenture pursuant to which such bond, 
debenture or other corporate security shall be issued, the signatures of the 
persons signing and attesting the corporate seal on such bond, debenture or 
other corporate security may be the imprinted facsimile of the signatures of 
such persons. Interest coupons appertaining to any such bond, debenture or 
other corporate security, authenticated by a trustee as aforesaid, shall be 
signed by the Treasurer or an Assistant Treasurer of the corporation or such 
other person as may be authorized by the Board of Directors, or bear 
imprinted thereon the facsimile signature of such person. In case any officer 

                                      18.

<PAGE>

who shall have signed or attested any bond, debenture or other corporate 
security, or whose facsimile signature shall appear thereon or on any such 
interest coupon, shall have ceased to be such officer before the bond, 
debenture or other corporate security so signed or attested shall have been 
delivered, such bond, debenture or other corporate security nevertheless may 
be adopted by the corporation and issued and delivered as though the person 
who signed the same or whose facsimile signature shall have been used thereon 
had not ceased to be such officer of the corporation.

                                   ARTICLE IX

                                    DIVIDENDS

         SECTION 40.  DECLARATION OF DIVIDENDS. Dividends upon the capital 
stock of the corporation, subject to the provisions of the Certificate of 
Incorporation and applicable law, if any, may be declared by the Board of 
Directors pursuant to law at any regular or special meeting. Dividends may be 
paid in cash, in property, or in shares of the capital stock, subject to the 
provisions of the Certificate of Incorporation and applicable law.

         SECTION 41.  DIVIDEND RESERVE. Before payment of any dividend, there 
may be set aside out of any funds of the corporation available for dividends 
such sum or sums as the Board of Directors from time to time, in their 
absolute discretion, think proper as a reserve or reserves to meet 
contingencies, or for equalizing dividends, or for repairing or maintaining 
any property of the corporation, or for such other purpose as the Board of 
Directors shall think conducive to the interests of the corporation, and the 
Board of Directors may modify or abolish any such reserve in the manner in 
which it was created.

                                    ARTICLE X

                                   FISCAL YEAR

         SECTION 42.  FISCAL YEAR. The fiscal year of the corporation shall 
be fixed by resolution of the Board of Directors.

                                   ARTICLE XI

                                 INDEMNIFICATION

         SECTION 43.  INDEMNIFICATION OF DIRECTORS, EXECUTIVE OFFICERS, OTHER 
OFFICERS, EMPLOYEES AND OTHER AGENTS.

                  (a) DIRECTORS AND EXECUTIVE OFFICERS. The corporation shall 
indemnify its directors and executive officers (for the purposes of this 
Article XI, "executive officers" shall have the meaning defined in Rule 3b-7 
promulgated under the 1934 Act) to the fullest extent not prohibited by the 
DGCL or any other applicable law; PROVIDED, HOWEVER, that the corporation may 
modify the extent of such indemnification by individual contracts with its 
directors and executive officers; and, PROVIDED, FURTHER, that the 
corporation shall not be required to indemnify any director or executive 
officer in connection with any proceeding (or part thereof) initiated by such 
person unless (i) such indemnification is expressly required to be made by 
law, (ii) the 

                                      19.

<PAGE>

proceeding was authorized by the Board of Directors of the corporation, (iii) 
such indemnification is provided by the corporation, in its sole discretion, 
pursuant to the powers vested in the corporation under the DGCL or any other 
applicable law or (iv) such indemnification is required to be made under 
subsection (d).

                  (b) OTHER OFFICERS, EMPLOYEES AND OTHER AGENTS. The 
corporation shall have power to indemnify its other officers, employees and 
other agents as set forth in the DGCL or any other applicable law. The Board 
of Directors shall have the power to delegate the determination of whether 
indemnification shall be given to any such person except executive officers 
to such officers or other persons as the Board of Directors shall determine.

                  (c) EXPENSES. The corporation shall advance to any person 
who was or is a party or is threatened to be made a party to any threatened, 
pending or completed action, suit or proceeding, whether civil, criminal, 
administrative or investigative, by reason of the fact that he is or was a 
director or executive officer, of the corporation, or is or was serving at 
the request of the corporation as a director or executive officer of another 
corporation, partnership, joint venture, trust or other enterprise, prior to 
the final disposition of the proceeding, promptly following request therefor, 
all expenses incurred by any director or executive officer in connection with 
such proceeding upon receipt of an undertaking by or on behalf of such person 
to repay said amounts if it should be determined ultimately that such person 
is not entitled to be indemnified under this Section 43 or otherwise.

         Notwithstanding the foregoing, unless otherwise determined pursuant 
to paragraph (e) of this Section 43, no advance shall be made by the 
corporation to an executive officer of the corporation (except by reason of 
the fact that such executive officer is or was a director of the corporation 
in which event this paragraph shall not apply) in any action, suit or 
proceeding, whether civil, criminal, administrative or investigative, if a 
determination is reasonably and promptly made (i) by the Board of Directors 
by a majority vote of a quorum consisting of directors who were not parties 
to the proceeding, or (ii) if such quorum is not obtainable, or, even if 
obtainable, a quorum of disinterested directors so directs, by independent 
legal counsel in a written opinion, that the facts known to the 
decision-making party at the time such determination is made demonstrate 
clearly and convincingly that such person acted in bad faith or in a manner 
that such person did not believe to be in or not opposed to the best 
interests of the corporation.

                  (d) ENFORCEMENT. Without the necessity of entering into an 
express contract, all rights to indemnification and advances to directors and 
executive officers under this Bylaw shall be deemed to be contractual rights 
and be effective to the same extent and as if provided for in a contract 
between the corporation and the director or executive officer. Any right to 
indemnification or advances granted by this Section 43 to a director or 
executive officer shall be enforceable by or on behalf of the person holding 
such right in any court of competent jurisdiction if (i) the claim for 
indemnification or advances is denied, in whole or in part, or (ii) no 
disposition of such claim is made within ninety (90) days of request 
therefor. The claimant in such enforcement action, if successful in whole or 
in part, shall be entitled to be paid also the expense of prosecuting his 
claim. In connection with any claim for indemnification, the corporation 
shall be entitled to raise as a defense to any such action that the claimant 
has not met the standards of conduct that make it permissible under the DGCL 
or any other applicable law for the corporation to indemnify the claimant for 
the amount claimed. In connection with any 

                                      20.

<PAGE>

claim by an executive officer of the corporation (except in any action, suit 
or proceeding, whether civil, criminal, administrative or investigative, by 
reason of the fact that such executive officer is or was a director of the 
corporation) for advances, the corporation shall be entitled to raise a 
defense as to any such action clear and convincing evidence that such person 
acted in bad faith or in a manner that such person did not believe to be in 
or not opposed to the best interests of the corporation, or with respect to 
any criminal action or proceeding that such person acted without reasonable 
cause to believe that his conduct was lawful. Neither the failure of the 
corporation (including its Board of Directors, independent legal counsel or 
its stockholders) to have made a determination prior to the commencement of 
such action that indemnification of the claimant is proper in the 
circumstances because he has met the applicable standard of conduct set forth 
in the DGCL or any other applicable law, nor an actual determination by the 
corporation (including its Board of Directors, independent legal counsel or 
its stockholders) that the claimant has not met such applicable standard of 
conduct, shall be a defense to the action or create a presumption that 
claimant has not met the applicable standard of conduct. In any suit brought 
by a director or executive officer to enforce a right to indemnification or 
to an advancement of expenses hereunder, the burden of proving that the 
director or executive officer is not entitled to be indemnified, or to such 
advancement of expenses, under this Section 43 or otherwise shall be on the 
corporation.

                  (e) NON-EXCLUSIVITY OF RIGHTS. The rights conferred on any 
person by this Bylaw shall not be exclusive of any other right which such 
person may have or hereafter acquire under any applicable statute, provision 
of the Certificate of Incorporation, Bylaws, agreement, vote of stockholders 
or disinterested directors or otherwise, both as to action in his official 
capacity and as to action in another capacity while holding office. The 
corporation is specifically authorized to enter into individual contracts 
with any or all of its directors, officers, employees or agents respecting 
indemnification and advances, to the fullest extent not prohibited by the 
Delaware General Corporation Law, or by any other applicable law.

                  (f) SURVIVAL OF RIGHTS. The rights conferred on any person 
by this Bylaw shall continue as to a person who has ceased to be a director, 
officer, employee or other agent and shall inure to the benefit of the heirs, 
executors and administrators of such a person.

                  (g) INSURANCE. To the fullest extent permitted by the DGCL 
or any other applicable law, the corporation, upon approval by the Board of 
Directors, may purchase insurance on behalf of any person required or 
permitted to be indemnified pursuant to this Section 43.

                  (h) AMENDMENTS. Any repeal or modification of this Section 
43 shall only be prospective and shall not affect the rights under this Bylaw 
in effect at the time of the alleged occurrence of any action or omission to 
act that is the cause of any proceeding against any agent of the corporation.

                  (i) SAVING CLAUSE. If this Bylaw or any portion hereof 
shall be invalidated on any ground by any court of competent jurisdiction, 
then the corporation shall nevertheless indemnify each director and executive 
officer to the full extent not prohibited by any applicable portion of this 
Section 43 that shall not have been invalidated, or by any other applicable 
law. If this Section 43 shall be invalid due to the application of the 
indemnification provisions of

                                      21.

<PAGE>

another jurisdiction, then the corporation shall indemnify each director and 
executive officer to the full extent under any other applicable law.

                   (j) CERTAIN DEFINITIONS. For the purposes of this Bylaw, 
the following definitions shall apply:

                           (1) The term "proceeding" shall be broadly 
construed and shall include, without limitation, the investigation, 
preparation, prosecution, defense, settlement, arbitration and appeal of, and 
the giving of testimony in, any threatened, pending or completed action, suit 
or proceeding, whether civil, criminal, administrative or investigative.

                           (2) The term "expenses" shall be broadly construed 
and shall include, without limitation, court costs, attorneys' fees, witness 
fees, fines, amounts paid in settlement or judgment and any other costs and 
expenses of any nature or kind incurred in connection with any proceeding.

                           (3) The term the "corporation" shall include, in 
addition to the resulting corporation, any constituent corporation (including 
any constituent of a constituent) absorbed in a consolidation or merger 
which, if its separate existence had continued, would have had power and 
authority to indemnify its directors, officers, and employees or agents, so 
that any person who is or was a director, officer, employee or agent of such 
constituent corporation, or is or was serving at the request of such 
constituent corporation as a director, officer, employee or agent of another 
corporation, partnership, joint venture, trust or other enterprise, shall 
stand in the same position under the provisions of this Section 43 with 
respect to the resulting or surviving corporation as he would have with 
respect to such constituent corporation if its separate existence had 
continued.

                           (4) References to a "director," "executive 
officer," "officer," "employee," or "agent" of the corporation shall include, 
without limitation, situations where such person is serving at the request of 
the corporation as, respectively, a director, executive officer, officer, 
employee, trustee or agent of another corporation, partnership, joint 
venture, trust or other enterprise.

                           (5) References to "other enterprises" shall 
include employee benefit plans; references to "fines" shall include any 
excise taxes assessed on a person with respect to an employee benefit plan; 
and references to "serving at the request of the corporation" shall include 
any service as a director, officer, employee or agent of the corporation 
which imposes duties on, or involves services by, such director, officer, 
employee, or agent with respect to an employee benefit plan, its 
participants, or beneficiaries; and a person who acted in good faith and in a 
manner he reasonably believed to be in the interest of the participants and 
beneficiaries of an employee benefit plan shall be deemed to have acted in a 
manner "not opposed to the best interests of the corporation" as referred to 
in this Section 43.

                                      22.

<PAGE>

                                   ARTICLE XII

                                     NOTICES

         SECTION 44.  NOTICES.

                  (a) NOTICE TO STOCKHOLDERS. Whenever, under any provisions of
these Bylaws, notice is required to be given to any stockholder, it shall be
given in writing, timely and duly deposited in the United States mail, postage
prepaid, and addressed to his last known post office address as shown by the
stock record of the corporation or its transfer agent.

                  (b) NOTICE TO DIRECTORS. Any notice required to be given to 
any director may be given by the method stated in subsection (a), or by 
overnight delivery service, facsimile, telex or telegram, except that such 
notice other than one which is delivered personally shall be sent to such 
address as such director shall have filed in writing with the Secretary, or, 
in the absence of such filing, to the last known post office address of such 
director.

                  (c) AFFIDAVIT OF MAILING. An affidavit of mailing, executed 
by a duly authorized and competent employee of the corporation or its 
transfer agent appointed with respect to the class of stock affected, 
specifying the name and address or the names and addresses of the stockholder 
or stockholders, or director or directors, to whom any such notice or notices 
was or were given, and the time and method of giving the same, shall in the 
absence of fraud, be prima facie evidence of the facts therein contained.

                  (d) TIME NOTICES DEEMED GIVEN. All notices given by mail or 
by overnight delivery service, as above provided, shall be deemed to have 
been given as at the time of mailing, and all notices given by facsimile, 
telex or telegram shall be deemed to have been given as of the sending time 
recorded at time of transmission.

                  (e) METHODS OF NOTICE. It shall not be necessary that the 
same method of giving notice be employed in respect of all directors, but one 
permissible method may be employed in respect of any one or more, and any 
other permissible method or methods may be employed in respect of any other 
or others.

                  (f) FAILURE TO RECEIVE NOTICE. The period or limitation of 
time within which any stockholder may exercise any option or right, or enjoy 
any privilege or benefit, or be required to act, or within which any director 
may exercise any power or right, or enjoy any privilege, pursuant to any 
notice sent him in the manner above provided, shall not be affected or 
extended in any manner by the failure of such stockholder or such director to 
receive such notice.

                  (g) NOTICE TO PERSON WITH WHOM COMMUNICATION IS UNLAWFUL. 
Whenever notice is required to be given, under any provision of law or of the 
Certificate of Incorporation or Bylaws of the corporation, to any person with 
whom communication is unlawful, the giving of such notice to such person 
shall not be required and there shall be no duty to apply to any governmental 
authority or agency for a license or permit to give such notice to such 
person. Any action or meeting which shall be taken or held without notice to 
any such person with whom communication is unlawful shall have the same force 
and effect as if such notice had been duly given. In the event that the 
action taken by the corporation is such as to require the filing of a 

                                      23.

<PAGE>

certificate under any provision of the DGCL, the certificate shall state, if 
such is the fact and if notice is required, that notice was given to all 
persons entitled to receive notice except such persons with whom 
communication is unlawful.

                  (h) NOTICE TO PERSON WITH UNDELIVERABLE ADDRESS. Whenever 
notice is required to be given, under any provision of law or the Certificate 
of Incorporation or Bylaws of the corporation, to any stockholder to whom (i) 
notice of two consecutive annual meetings, and all notices of meetings or of 
the taking of action by written consent without a meeting to such person 
during the period between such two consecutive annual meetings, or (ii) all, 
and at least two, payments (if sent by first class mail) of dividends or 
interest on securities during a twelve-month period, have been mailed 
addressed to such person at his address as shown on the records of the 
corporation and have been returned undeliverable, the giving of such notice 
to such person shall not be required. Any action or meeting which shall be 
taken or held without notice to such person shall have the same force and 
effect as if such notice had been duly given. If any such person shall 
deliver to the corporation a written notice setting forth his then current 
address, the requirement that notice be given to such person shall be 
reinstated. In the event that the action taken by the corporation is such as 
to require the filing of a certificate under any provision of the DGCL, the 
certificate need not state that notice was not given to persons to whom 
notice was not required to be given pursuant to this paragraph.

                                  ARTICLE XIII

                                   AMENDMENTS

         SECTION 45.  AMENDMENTS. Subject to paragraph (h) of Section 43 of 
the Bylaws, the Bylaws may be altered or amended or new Bylaws adopted by the 
affirmative vote of at least sixty-six and two-thirds percent (66-2/3%) of 
the voting power of all of the then-outstanding shares of the voting stock of 
the corporation entitled to vote. The Board of Directors shall also have the 
power to adopt, amend, or repeal Bylaws.

                                   ARTICLE XIV

                                LOANS TO OFFICERS

         SECTION 46.  LOANS TO OFFICERS. The corporation may lend money to, 
or guarantee any obligation of, or otherwise assist any officer or other 
employee of the corporation or of its subsidiaries, including any officer or 
employee who is a Director of the corporation or its subsidiaries, whenever, 
in the judgment of the Board of Directors, such loan, guarantee or assistance 
may reasonably be expected to benefit the corporation. The loan, guarantee or 
other assistance may be with or without interest and may be unsecured, or 
secured in such manner as the Board of Directors shall approve, including, 
without limitation, a pledge of shares of stock of the corporation. Nothing 
in these Bylaws shall be deemed to deny, limit or restrict the powers of 
guaranty or warranty of the corporation at common law or under any statute.

                                      24.



<PAGE>


                                  OMNICELL.COM

                 AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT


<PAGE>

                                  OMNICELL.COM

                 AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT


         THIS AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the "Agreement")
is entered into as of the 20th day of January, 2000, by and among OMNICELL.COM,
a California corporation (the "Company") the holders of Series A through J
Preferred Stock set forth on Exhibit A (the "Prior Holders") and the purchasers
of Series K Preferred Stock (the "Purchasers") listed on Exhibit B hereto. The
Prior Holders and the Purchasers are collectively referred to hereinafter as the
"Investors" and each individually as an "Investor."

                                    RECITALS

         WHEREAS, the Company and the Prior Holders are parties to the Series A
Preferred Subscription Agreements entered into on or around October 1992, the
Series B Preferred Subscription Agreements entered into on or around May 1993,
the Series C Preferred Stock Purchase Agreement dated May 14, 1993, the Series D
Preferred Stock Purchase Agreement dated October 25, 1993, the Series E
Preferred Stock Purchase Agreement dated December 22, 1993, the Series F
Preferred Stock Purchase Agreement dated June 8, 1994, the Series G Preferred
issued in May through July 1995, and the Series
 H Preferred Stock Agreement
dated September 18, 1995 (collectively, the "Prior Agreements") pursuant to
which the Company granted the Prior Holders certain participation, registration
and information rights.

         WHEREAS, the Purchasers are purchasing shares of the Company's Series K
Preferred Stock (the "Series K Preferred") pursuant to that certain Series K
Preferred Stock Purchase Agreement (the "Purchase Agreement") of even date
herewith; (the "Financing").

         WHEREAS, the obligations in the Purchase Agreement are conditioned upon
the execution and delivery of this Agreement;

         WHEREAS, the Company and the Prior Holders intend that this Agreement
shall supercede the portion of the Prior Agreements related to participation,
registration and information rights, all the Prior Holders shall be deemed to be
parties to this Agreement and that the Prior Agreements shall terminate upon the
Closing of the Financing; and

         WHEREAS, in connection with the consummation of the Financing, the
parties desire to enter into this Agreement in order to grant registration,
information rights and other rights to the Holders and Investors as set forth
below.

         NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree hereto as follows:


<PAGE>

SECTION 1. GENERAL.

         1.1 DEFINITIONS. As used in this Agreement the following terms shall
have the following respective meanings:

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

                  "Conversion Stock" means the Common Stock issued or issuable
pursuant to conversion of the Company's outstanding Series A Preferred issued
pursuant to the Subscription Agreements on or around October 1992, Series B
Preferred issued pursuant to the Subscription Agreements on or around May 1993,
Series C Preferred issued pursuant to the Series C Preferred Stock Purchase
Agreement dated May 14, 1993, Series D Preferred issued pursuant to the Series D
Preferred Stock Purchase Agreement dated October 25, 1993, Series E Preferred
issued pursuant to the Series E Preferred Stock Purchase Agreement dated
December 22, 1993, the Series F Preferred issued pursuant to the Series F
Preferred Stock Purchase Agreement dated June 8, 1994, the Series G Preferred
issued in May through July 1995, the Series H Preferred issued pursuant to the
Series H Preferred Stock Agreement dated September 18, 1995, the Series J
Preferred issued upon the conversion of the Series I Preferred issued pursuant
to the Series I Preferred Stock Agreement dated June 7, 1996 and the Series K
Preferred issued pursuant to the Purchase Agreement.

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

                  "Form S-3" means such form under the Securities Act as in
effect on the date hereof or any successor or similar registration form under
the Securities Act subsequently adopted by the SEC which permits inclusion or
incorporation of substantial information by reference to other documents filed
by the Company with the SEC.

                  "Holder" means any Investor holding Registrable Securities and
purchasers of Series A Preferred, Series B Preferred, Series C Preferred, Series
D Preferred, Series E Preferred, Series F Preferred, Series G Preferred, or
Series H Preferred (who for purposes of Section 2 of this Agreement, shall be
included in the definition of "Investor") and any persons holding Registrable
Securities to whom the rights under Section 2 have been transferred in
accordance with Section 2.12 hereof.

                  "Initial Offering" means the Company's first firm commitment
underwritten public offering of its Common Stock registered under the Securities
Act.

                  "Initiating Holders" shall mean any Holders who in the
aggregate are Holders of at least 40% of the Registrable Securities.

                  "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 of
effectiveness of such registration statement or document.

                  "Registrable Securities" means (a) Conversion Stock; and 
(b) any Common Stock of the Company issued or issuable in respect of the 
Conversion Stock or other securities issued


<PAGE>

or issuable pursuant to the conversion of the Series A Preferred, Series B 
Preferred, Series C Preferred, Series D Preferred, Series E Preferred, Series 
F Preferred, Series G Preferred, Series H Preferred, Series J Preferred and 
Series K Preferred upon any stock split, stock dividend, recapitalization, or 
similar event, or any Common Stock otherwise issued or issuable with respect 
to such securities; provided however, that shares of Common Stock or other 
securities shall only be treated as Registrable Securities if and so long as 
they have not been (i) sold to or through a broker or dealer or underwriter 
in a public distribution or a public securities transaction or (ii) 
transferred without concurrent transfer of registration rights pursuant to 
Section 2.12. "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 pursuant to then exercisable 
or convertible securities.

                  "Registration Expenses" shall mean all expenses incurred by
the Company in complying with Sections 2.4, 2.5 and 2.6 hereof, including,
without limitation, all registration and filing fees, printing expenses, fees
and disbursements of counsel for the Company, reasonable fees and disbursements
not to exceed twenty-five thousand dollars ($25,000) of a single special counsel
for the Holders, blue sky fees and expenses and the expense of any special
audits incident to or required by any such registration (but excluding the
compensation of regular employees of the Company which shall be paid in any
event by the Company).

                  "Restricted Securities" shall mean the securities of the
Company required to bear the legend set forth in Section 2.2 hereof.

                   "Securities Act" shall mean the Securities Act of 1933, as 
amended.

                  "Selling Expenses" shall mean all underwriting discounts and
selling commissions applicable to the sale.

                  "Shares" shall mean the Company's Preferred Stock held by the
Holders listed on Exhibit A hereto and their permitted assigns.


SECTION 2. REGISTRATION; RESTRICTIONS ON TRANSFER.

         2.1 RESTRICTIONS ON TRANSFERABILITY. The Shares and the Conversion
Stock shall not be sold, assigned, transferred or pledged except upon the
conditions specified in this Section 2, which conditions are intended to ensure
compliance with the provisions of the Securities Act. Each Investor will cause
any proposed purchaser, assignee, transferee, or pledgee of the Shares or the
Conversion Stock held by an Investor to agree to take and hold such securities
subject to the provisions and upon the conditions specified in this Section 2.

         2.2 RESTRICTIVE LEGEND. Each certificate representing (i) the Shares,
(ii) the Conversion Stock and (iii) any other securities issued in respect of
the Shares or the Conversion Stock upon any stock split, stock dividend,
recapitalization, merger, consolidation or similar event, shall (unless
otherwise permitted by the provisions of Section 2.3 below) be stamped or


<PAGE>

otherwise imprinted with a legend in the following form (in addition to any
legend required under applicable state securities laws):

          THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR
          INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
          1933 (THE "ACT"). SUCH SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE
          ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH SALE OR TRANSFER COMPLIES
          WITH THE PROVISIONS OF RULE 144 UNDER THE ACT IN THE OPINION OF
          COUNSEL TO THE COMPANY OR THE COMPANY RECEIVES AN OPINION OF COUNSEL
          REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS
          EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF
          THE ACT. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SHARES
          AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN
          REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE
          SECRETARY OF THE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE
          CORPORATION.

         Each Purchaser and Holder consents to the Company making a notation on
its records and giving instructions to any transfer agent of the Shares or the
Common Stock in order to implement the restrictions on transfer established in
this Section 2.

         Any legend endorsed on a certificate as described above shall be
removed and the Company shall issue a certificate without such legend to the
holder of such security if such security is registered under the Securities Act
or if a notification under Regulation A of the Securities Act is in effect with
respect thereto, or if such security may be sold under Rule 144(k) of the
Commission under the Securities Act.

         2.3 NOTICE OF PROPOSED TRANSFERS. The Holder of each certificate
representing Restricted Securities by acceptance thereof agrees to comply in all
respects with the provisions of this Section 2.3. Prior to any proposed sale,
assignment, transfer or pledge of any Restricted Securities, unless there is in
effect a registration statement under the Securities Act covering the proposed
transfer, the Holder thereof shall give written notice to the Company of such
Holder's intention to effect such transfer, sale, assignment or pledge. Each
such notice shall describe the manner and circumstances of the proposed
transfer, sale, assignment or pledge in sufficient detail, and shall be
accompanied (except in the case of (i) a transfer not involving a change in
beneficial ownership, (ii) a transfer which complies with the provisions of Rule
144 under the Securities Act in the opinion of counsel to the Company, (iii) a
transaction involving the distribution of Restricted Securities by any Holder to
any of its partners, retired partners, or to the estate of any of its partners
or retired partners, or to such Holder's spouse, siblings, spouse of such
siblings, ancestors and descendants and any trust established solely for such
Holder's benefit or for the benefit of such Holder's spouse, siblings, ancestors
and/or descendants, or to such Holder's "affiliates", as defined under the
Securities Act), at such Holder's expense, by either (i) a written opinion of
legal counsel who shall be, and whose legal opinion shall be, reasonably
satisfactory to the Company addressed to the Company, to the effect proposed
that 


<PAGE>

the transfer of the Restricted Securities may be effected without registration
under the Securities Act or (ii) a "no action" letter from the Commission to the
effect that the transfer of such securities without registration will not result
in a recommendation by the staff of the Commission that action be taken with
respect thereto, whereupon the Holder of such Restricted Securities shall be
entitled to transfer such Restricted Securities in accordance with the terms of
the notice delivered by the Holder to the Company. Each certificate evidencing
the Restricted Securities transferred as above provided shall bear, except if
such transfer is made pursuant to Rule 144, the appropriate restrictive legend
set forth in Section 2.2 above, except that such certificate shall not bear such
restrictive legend if in the opinion of counsel for such Holder and the Company
such legend is not required in order to establish compliance with any provision
of the Securities Act.

         2.4 REQUESTED REGISTRATION.

                  (a) REQUEST FOR REGISTRATION. In case the Company shall
receive from Initiating Holders a written request that the Company effect any
registration, qualification or compliance with respect to such Initiating
Holders' Registrable Securities where the reasonably anticipated aggregate
offering price to the public, net of underwriting discounts and commissions,
would exceed $5,000,000, the Company shall:

                           (i) promptly give written notice of the proposed
registration, qualification or compliance to all other Holders; and

                           (ii) as soon as practicable, use its best efforts to
effect such registration, qualification or compliance (including, without
limitation, appropriate qualification under applicable blue sky or other state
securities laws and appropriate compliance with applicable regulations issued
under the Securities Act and any other governmental requirements or regulations)
as may be so requested and as would permit or facilitate the sale and
distribution of all or such portion of such Registrable Securities as are
specified in such request, together with all or such portion of the Registrable
Securities of any Holder or Holders joining in such request as are specified in
a written request received by the Company within twenty (20) days after receipt
of such written notice from the Company; 

         Provided, however, that the Company shall not be obligated to file a
registration statement to effect any such registration, qualification or
compliance pursuant to this Section 2.4:

                                    (A) In any particular jurisdiction in which
the Company would be required to execute a general consent to service of process
in effecting such registration, qualification or compliance unless the Company
is already subject to service in such jurisdiction and except as may be required
by the Securities Act;

                                    (B) Starting on a date sixty (60) days prior
to and ending on a date four months immediately following the effective date of
any registration statement pertaining to the securities of the Company (other
than a registration of securities in a Rule 145 transaction or with respect to
an employee benefit plan), provided that the Company is actively employing in
good faith all reasonable efforts to cause such registration statement to become
effective;


<PAGE>

                                    (C) After (i) the Company has effected two
such registrations pursuant to this Section 8.5 (provided such Holders are able
to register at least 90% of the shares of Registrable Securities for which they
requested registration) and (ii) each such registration has been declared or
ordered effective; or

                                    (D) If the Company shall furnish to such
Holders a certificate signed by the President of the Company stating that in the
good faith judgment of the Board of Directors it would be seriously detrimental
to the Company or its shareholders for a registration statement to be filed in
the near future, then the Company's obligation to use its best efforts to
register, qualify or comply under this Section 2.4 shall be deferred for a
period not to exceed 120 days from the date of receipt of written request from
the Initiating Holders.

Subject to the foregoing clauses (A) through (D), the Company shall file a
registration statement covering the Registrable Securities so requested to be
registered as soon as practicable, after receipt of the request or requests of
the Initiating Holders.

                  (b) UNDERWRITING. In the event that the Initiating Holders
specify that a registration pursuant to Section 2.4 is for a registered public
offering involving an underwriting, the Company shall so advise the Holders as
part of the notice given pursuant to Section 2.4(a)(i). In such event, the right
of any Holder to registration pursuant to Section 2.4 shall be conditioned upon
such Holder's participation in the underwriting arrangements required by this
Section 2.4, and the inclusion of such Holder's Registrable Securities in the
underwriting to the extent requested shall be limited to the extent provided
herein.

         The Company shall (together with all Holders proposing to distribute
their securities through such underwriting) enter into an underwriting agreement
in customary form with the managing underwriter of nationally recognized
standing selected for such underwriting by a majority in interest of the
Initiating Holders, but subject to the Company's reasonable approval.
Notwithstanding any other provision of this Section 2.4, if the managing
underwriter advises the Initiating Holders in writing that marketing factors
require a limitation of the number of shares to be underwritten, then the
Company shall so advise all holders of Registrable Securities who have elected
to participate in such offering and the number of shares of Registrable
Securities that may be included in the registration and underwriting shall be
allocated among all Holders thereof in proportion, as nearly as practicable, to
the respective amounts of Registrable Securities held by such Holders at the
time of filing the registration statement. No Registrable Securities excluded
from the underwriting by reason of the underwriter's marketing limitation shall
be included in such registration.

         If any Holder of Registrable Securities disapproves of the terms of the
underwriting, such person may elect to withdraw therefrom by written notice to
the Company, the managing underwriter and the Initiating Holders. The
Registrable Securities and/or other securities so withdrawn shall also be
withdrawn from registration, and such Registrable Securities shall not be
transferred in a public distribution prior to 120 days after the effective date
of such registration, or such other shorter period of time as the underwriters
may permit. If by the withdrawal of such Registrable Securities a greater number
of Registrable Securities held by other Holders may be included in such
registration (up to the maximum of any limitation then imposed by the
underwriters), then the Company shall offer to all Holders, if any, whose shares
have been 


<PAGE>

excluded from the registration by the terms of this paragraph, the right to
include additional Registrable Securities in the same proportion used in
determining the underwriter limitation in this Section 2.4(b) up to the
limitation then imposed by the Underwriters.

         2.5 COMPANY REGISTRATION.

                  (a) NOTICE OF REGISTRATION. If at any time or from time to
time the Company shall determine to register any of its securities, either for
its own account or the account of a security holder or holders, other than (i) a
registration relating solely to employee benefit plans, (ii) a registration
relating solely to a Commission Rule 145 transaction or (iii) a registration in
which the only Common Stock being registered is Common Stock issuable upon
conversion of convertible debt securities which are also being registered, the
Company will:

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

                           (ii) include in such registration (and any related
qualification under blue sky laws or other compliance), and in any underwriting
involved therein, all the Registrable Securities specified in a written request
or requests, made within 30 days after receipt of such written notice from the
Company, by any Holder.

                  (b) UNDERWRITING. 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 2.5(a)(i). In such event the right of any Holder to
registration pursuant to Section 2.5 shall be conditioned upon such Holder's
participation in such underwriting and the inclusion of 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
distributing their securities through such underwriting) enter into an
underwriting agreement in customary form with the managing underwriter selected
for such underwriting by the Company. If the managing underwriter determines
that marketing factors require a limitation of the number of shares to be
underwritten, the underwriter may exclude some or all Registrable Securities
from such registration and underwriting and then the Company shall so advise all
Holders of Registrable Securities who have elected to participate in such
offering and the number of shares of Registrable Securities that may be included
in the registration and underwriting shall be allocated among all Holders
thereof in proportion, as nearly as practicable, to the respective amounts of
Registrable Securities held by such Holders at the time of filing the
registration statement but the foregoing shall not be interpreted to require any
cutback in the number of shares to be sold by the Company in such an offering.
Notwithstanding the above, in the event of an offering other than the Company's
initial public offering, the number of Registrable Securities included in such
offering shall not be reduced to less than 20% of the shares to be offered in
such offering.

                           If any Holder disapproves of the terms of any such 
underwriting, such person may elect to withdraw therefrom by written notice to
the Company and the managing underwriter. Any securities excluded or withdrawn
from such underwriting shall be withdrawn from such registration. If by the
withdrawal of such Registrable Securities a greater number of 


<PAGE>

Registrable Securities held by other Holders may be included in such
registration (up to the maximum of any limitation then imposed by the
underwriters), then the Company shall offer to all Holders, if any, whose shares
have been excluded from the registration by the terms of this paragraph, the
right to include additional Registrable Securities in the same proportion used
in determining the underwriter limitation in this Section up to the limitation
then imposed by the Underwriters.

                  (c) RIGHT TO TERMINATE REGISTRATION. The Company shall have
the right to terminate or withdraw any registration initiated by it under this
Section 2.5 prior to the effectiveness of such registration whether or not any
Holder elected to include securities in such registration.

         2.6 REGISTRATION ON FORM S-3.

                  (a) If a Holder or Holders request that the Company file a
registration statement on Form S-3 (or any successor form to Form S-3) for a
public offering of shares of the Registrable Securities, the reasonably
anticipated aggregate price to the public of which, net of underwriting
discounts and commissions, would exceed $1,000,000, and the Company is a
registrant entitled to use Form S-3 to register the Registrable Securities for
such an offering, the Company shall use its best efforts to cause such
Registrable Securities to be registered for the offering on such form and to
cause such Registrable Securities to be qualified in such jurisdictions as the
Holder or Holders may reasonably request; provided, however, that the Company
shall not be required to effect more than four registrations pursuant to this
Section 2.6. The substantive provisions of Section 2.4(b) shall be applicable to
each registration initiated under this Section 2.6. The Company shall give
notice to all Holders of Registrable Securities of the receipt of a request for
registration pursuant to this Section 2.6 and shall provide a reasonable
opportunity for other Holders to participate in the registration.

                  (b) Notwithstanding the foregoing, the Company shall not be
obligated to file a registration statement pursuant to this Section 2.6:

                           (i) in any particular jurisdiction in which the
Company would be required to execute a general consent to service of process in
effecting such registration, qualification or compliance unless the Company is
already subject to service in such jurisdiction and except as may be required by
the Securities Act;

                           (ii) if the Company, within ten (10) days of the
receipt of the request of the initiating Holders, gives notice of its bona fide
intention to effect the filing of a registration statement with the Commission
within ninety (90) days of receipt of such request (other than with respect to a
registration statement relating to a Rule 145 transaction or an offering solely
to employees);

                           (iii) starting with a date sixty (60) days prior to,
and ending on a date four months immediately following, the effective date of
any registration statement pertaining to the securities of the Company (other
than a registration of securities in a Rule 145 transaction or with respect to
an employee benefit plan), provided that the Company is actively employing in
good faith all reasonable efforts to cause such registration statement to become
effective;


<PAGE>

                           (iv) if the shares held by such Holder can be sold
pursuant to Rule 144 within a three month period of the date of the request for
a registration under this Section 2.6 and the applicable Holder holds less than
two (2%) percent of the outstanding voting stock of the Company; or

                           (v) if the Company shall furnish to such Holders a
certificate signed by the President of the Company stating that in the good
faith judgment of the Board of Directors it would be seriously detrimental to
the Company or its shareholders for a registration statement to be filed in the
near future, then the Company's obligation to use its best efforts to file a
registration statement shall be deferred for a period not to exceed one hundred
twenty (120) days from the receipt of the request to file such registration by
such Holder.

         2.7 EXPENSES OF REGISTRATION.

                  All Registration Expenses incurred in connection with all
registrations pursuant to Sections 2.4, 2.5 and 2.6 shall be borne by the
Company. Unless otherwise stated, all Selling Expenses relating to securities
registered on behalf of the Holders shall be borne by the Holders of such
securities pro rata on the basis of the number of shares so registered and sold.

         2.8 REGISTRATION PROCEDURES. In the case of each registration,
qualification or compliance effected by the Company pursuant to this Section 2,
the Company will keep each Holder advised in writing as to the initiation of
each registration, qualification and compliance and as to the completion
thereof, including any stop order or other proceeding initiated with respect to
such offering. At its expense the Company will:

                  (a) Prepare and file with the Commission a registration
statement with respect to such securities and use its best efforts to cause such
registration statement to become and remain effective for at least two (2) years
or until the distribution described in the Registration Statement has been
completed, whichever first occurs; and

                  (b) Furnish to the Holders participating in such registration
such reasonable number of copies of the registration statement, preliminary
prospectus, final prospectus and such other documents as such Holders may
reasonably request.


<PAGE>

         2.9 INDEMNIFICATION.

                  (a) The Company will indemnify each Holder, each of its
officers and directors and partners, 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
Section 2, and each underwriter, if any, and each person who controls any
underwriter within the meaning of Section 15 of the Securities Act, against all
expenses, claims, losses, damages or liabilities (or actions in respect
thereof), including any of the foregoing incurred in settlement of any
litigation, commenced or threatened, arising out of or based on any untrue
statement (or alleged untrue statement) of a material fact contained in any
registration statement, prospectus, offering circular or other document, or any
amendment or supplement thereto, 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, in light of the circumstances in which they were made,
not misleading, or any violation by the Company of the Securities Act or any
state securities law or any rule or regulation promulgated thereunder applicable
to the Company in connection with any such registration, qualification or
compliance, and the Company will reimburse each such Holder, each of its
officers and directors, 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,
preparing or defending any such 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 or alleged untrue statement or omission, made
in reliance upon and in conformity with written information furnished to the
Company by an instrument duly executed by any Holder, controlling person or
underwriter and stated to be specifically for use therein; provided, however,
that the foregoing indemnity agreement is subject to the condition that, insofar
as it relates to any such untrue statement, alleged untrue statement, omission
or alleged omission made in a preliminary prospectus on file with the Commission
at the time the registration statement becomes effective or the amended
prospectus filed with the Commission pursuant to Rule 424(b) (the "Final
Prospectus"), such indemnity agreement shall not inure to the benefit of any
underwriter, if a copy of the Final Prospectus was not furnished to the person
asserting the loss, liability, claim or damage at or prior to the time such
action is required by the Securities Act and such failure to furnish such Final
Prospectus was the cause of such loss, liability, claim or damage.

                  (b) Each 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 and officers, 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, and each other such Holder, each of its officers and directors
and each person controlling such Holder within the meaning of Section 15 of the
Securities Act, 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 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, such Holders, such directors, officers, persons, 


<PAGE>

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 an instrument duly executed by such Holder and
stated to be specifically for use therein; provided, however, that the foregoing
indemnity agreement is subject to the condition that, insofar as it relates to
any untrue statement, alleged untrue statement, omission or alleged omission
made in a preliminary prospectus on file with the Commission at the time the
registration statement becomes effective or in the Final Prospectus, such
indemnity agreement shall not inure to the benefit of any underwriter or any
Holder, if there is no underwriter, if a copy of the Final Prospectus was not
furnished to the person asserting the loss, liability, claim or damage at or
prior to the time such action is required by the Securities Act and such failure
to furnish such Final Prospectus was the cause of such loss, liability, claim or
damage. Notwithstanding the foregoing, the liability of each Holder under this
subsection (b) shall be limited in an amount equal to the net proceeds received
for the shares sold by such Holder.

                  (c) Each party entitled to indemnification under this Section
2.9 (the "Indemnified Party") shall give written notice to the party required to
provide indemnification (the "Indemnifying Party") promptly after such
Indemnified Party has actual knowledge of any claim as to which indemnity may be
sought, and the Indemnifying Party shall have the option to assume the defense
of any such claim or any litigation resulting therefrom, provided that counsel
for the Indemnifying Party, who shall conduct the defense of such claim or
litigation, 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 2 unless the failure to
give such notice is materially prejudicial to an Indemnifying Party's ability to
defend such action and provided further, that the Indemnifying Party shall not
assume the defense for matters as to which there is a conflict of interest or
separate and different defenses. No claim may be settled without the consent of
the Indemnifying Party (which consent shall not be unreasonably withheld). 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 which 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.

         2.10 INFORMATION BY HOLDER. Each Holder holding Registrable Securities
included in any registration shall furnish to the Company such information
regarding such Registrable Securities held by them and the distribution proposed
by such Holder as the Company may reasonably request in writing and as shall be
required in connection with any registration, qualification or compliance
referred to in this Section 2.


<PAGE>

         2.11 RULE 144 REPORTING. With a view to making available the benefits
of certain rules and regulations of the Commission which may at any time permit
the sale of the Restricted Securities to the public without registration, after
such time as a public market exists for the Common Stock of the Company, the
Company agrees to use its best efforts to:

                  (a) Make and keep public information available, as those terms
are understood and defined in Rule 144 under the Securities Act, at all times
after the effective date of the Initial Offering, as defined below;

                  (b) Use its best efforts to file with the Commission in a
timely manner all reports and other documents required of the Company under the
Securities Act and the Securities Exchange Act of 1934, as amended (at any time
after it has become subject to such reporting requirements); and

                  (c) So long as a Purchaser owns any Restricted Securities, to
furnish to the Purchaser forthwith upon request a written statement by the
Company as to its compliance with the reporting requirements of Rule 144 (at any
time after 90 days after the effective date of the first registration statement
filed by the Company for an offering of its securities to the general public),
and of the Securities Act and the Securities Exchange Act of 1934 (at any time
after it has become subject to such reporting requirements), a copy of the most
recent annual or quarterly report of the Company, and such other reports and
documents of the Company and other information in the possession of or
reasonably obtainable by the Company as a Purchaser may reasonably request in
availing itself of any rule or regulation of the Commission allowing a Purchaser
to sell any such securities without registration.

         2.12 TRANSFER OF REGISTRATION RIGHTS. The rights to cause the Company
to register securities granted Holders under Sections 2.4, 2.5 and 2.6 may be
assigned to a transferee or assignee in connection with any transfer or
assignment of Registrable Securities by a Purchaser provided that: (i) such
transfer shall otherwise be effected in accordance with applicable securities
laws, (ii) such assignee or transferee acquires at least 100,000 shares
(adjusted for stock splits, reverse splits, reorganizations and the like) of
Registrable Securities, (iii) written notice is promptly given to the Company,
(iv) such transferee agrees to be bound by the provisions of this Section 2 and
(v) such Holder obtains the prior written consent of the Company, which consent
shall not be unreasonably withheld. Notwithstanding the foregoing, the rights to
cause the Company to register securities may be assigned to any constituent
partner or affiliate of a Holder or to such Holder's spouse, siblings, spouse of
such siblings, ancestors and descendants and any trust established solely for
such Holder's benefit or for the benefit of such Holder's spouse, siblings,
ancestors and/or descendants, without compliance with item (ii) above, provided
written notice thereof is promptly given to the Company.

         2.13 LOCKUP AGREEMENT. Each holder of Registrable Securities and each
transferee pursuant to Section 2 hereof agrees, in connection with any
registration of the Company's securities, upon request of the Company or the
underwriters managing any underwritten offering of the Company's securities, not
to sell, make any short sale of, loan, grant any option for the purchase of, or
otherwise dispose of any Registrable Securities (other than those included in
the registration) without the prior written consent of the Company or such
underwriter, as the case may be, for such period of time (not to exceed 180
days) from the effective date of such 


<PAGE>

registration as the Company or the underwriters may specify; provided that these
obligations shall apply only to the Initial Offering and not to any subsequent
registration of the Company's securities; and provided further that this Section
2.13 shall apply only if all officers and directors of the Company who hold
shares of stock or options to purchase common stock have signed agreements with
the underwriters containing similar restrictions. The holders of Registrable
Securities agree that the Company may instruct its transfer agent to place
stop-transfer notations in its records to enforce the provisions of this Section
2.13.

         2.14 TERMINATION. The registration rights granted pursuant to this
Section 2 shall terminate on the fifth anniversary of the closing of the Initial
Offering.

SECTION 3. COVENANTS OF THE COMPANY.

         3.1 BASIC FINANCIAL INFORMATION AND REPORTING.

                  (a) The Company will maintain true books and records of
account in which full and correct entries will be made of all its business
transactions pursuant to a system of accounting established and administered in
accordance with generally accepted accounting principles consistently applied,
and will set aside on its books all such proper accruals and reserves as shall
be required under generally accepted accounting principles consistently applied.

                  (b) As soon as practicable after the end of each fiscal year
of the Company, and in any event within one hundred twenty (120) days
thereafter, to the extent requested by an Investor the Company will furnish each
Investor a balance sheet of the Company, as at the end of such fiscal year, and
a statement of income and a statement of cash flows of the Company, for such
year, all prepared in accordance with generally accepted accounting principles
consistently applied and setting forth in each case in comparative form the
figures for the previous fiscal year, all in reasonable detail. Such financial
statements shall be accompanied by a report and opinion thereon by independent
public accountants of national standing selected by the Company's Board of
Directors.

                  (c) The Company will furnish each Investor, 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-five
(45) days thereafter, to the extent requested by such Investor a balance sheet
of the Company as of the end of each such quarterly period, and a statement of
income and a statement of cash flows of the Company for such period and for the
current fiscal year to date, prepared in accordance with generally accepted
accounting principles, with the exception that no notes need be attached to such
statements and year-end audit adjustments may not have been made.

         3.2 CONFIDENTIALITY OF RECORDS. Each Investor agrees to use, and to use
its best efforts to insure that its authorized representatives use, the same
degree of care as such Investor uses to protect its own confidential information
to keep confidential any information furnished to it which the Company
identifies as being confidential or proprietary (so long as such information is
not in the public domain), except that such Investor may disclose such
proprietary or confidential information to any partner, subsidiary or parent of
such Investor for the purpose of 


<PAGE>

evaluating its investment in the Company as long as such partner, subsidiary or
parent is advised of the confidentiality provisions of this Section 3.3.

         3.3 RESERVATION OF COMMON STOCK. The Company will at all times reserve
and keep available, solely for issuance and delivery upon the conversion of the
Preferred Stock, all Common Stock issuable from time to time upon such
conversion.

         3.4 APPOINTMENT OF AUDIT COMMITTEE MEMBER. The Company will take all
actions within its control to cause the appointment of the representative of the
Series K Preferred on the Company's Board of Directors as a member of the Audit
Committee of the Company's Board of Directors.

         3.5 TERMINATION OF COVENANTS. All covenants of the Company contained in
Section 3 of this Agreement shall expire and terminate as to each Investor upon
the earlier of (i) the effective date of the registration statement pertaining
to the Initial Offering, which results in the Preferred Stock being converted
into Common Stock or (ii) upon (a) the sale, lease or other disposition of all
or substantially all of the assets of the Company or (b) an acquisition of the
Company by another corporation or entity by consolidation, merger or other
reorganization in which the holders of the Company's outstanding voting stock
immediately prior to such transaction own, immediately after such transaction,
securities representing less than fifty percent (50%) of the voting power of the
corporation or other entity surviving such transaction, PROVIDED that this
Section 3.5 shall not apply to a merger effected exclusively for the purpose of
changing the domicile of the Company (a "Change in Control").

SECTION 4. RIGHTS OF FIRST REFUSAL.

         The Company hereby grants to each Investor the right of first refusal
to purchase, pro rata, a portion of "New Securities" (as defined in this Section
4) that the Company may, from time to time, propose to sell and issue. Each
Investor's pro rata share, for purposes of this right of first refusal, is the
ratio (as of the record date set for determining which of the Company's
shareholders are entitled to such right of first refusal) of (X) the number of
shares of Common Stock owned or issuable (calculated after giving effect to any
anti-dilution adjustment as a result of such issuance) upon the conversion of
the Preferred Stock owned by such Investor to (Y) the total number of shares of
Common Stock outstanding or issuable (calculated after giving effect to any
anti-dilution adjustment as a result of such issuance) upon the conversion of
all outstanding Preferred Stock. This right of first refusal shall be subject to
the following provisions:

                  (a) "NEW SECURITIES" shall mean any Common Stock and Preferred
Stock of the Company whether or not authorized on the date hereof, and rights,
options, or warrants to purchase such Common Stock or Preferred Stock, and
securities of any type whatsoever that are, or may become, convertible into said
Common Stock or Preferred Stock; provided, however, that "New Securities" does
not include the following:

                           (i) all shares of Common Stock, or options to
purchase shares of Common Stock, issued or granted to officers, directors,
employees and consultants of the 


<PAGE>

Company pursuant to stock and option plans or arrangements approved by the Board
of Directors;

                           (ii) shares of Common Stock issuable upon conversion
of any of the Company's Preferred Stock;

                           (iii) securities of the Company offered to the public
pursuant to a registration statement filed under the Securities Act;

                           (iv) securities of the Company issued pursuant to the
acquisition of another corporation by the Company by merger, purchase of
substantially all of the assets, or other reorganization whereby the Company
owns not less than fifty-one percent (51%) of the voting power of such other
corporation;

                           (v) shares of Common Stock or Preferred Stock issued
in connection with any stock split, stock dividend, or recapitalization by the
Company; or

                           (vi) shares of Common Stock or Preferred Stock (or
options or warrants therefore) issued in connection with bona fide equipment,
accounts receivable, or other similar debt financing undertaken with a leasing
company, bank, or other financial institution regularly engaged in the business
of lending money.

                  (b) In the event that the Company proposes to undertake an
issuance of New Securities, it shall give each Investor written notice of its
intention, describing the number and type of New Securities, the price, the
general terms upon which the Company proposes to issue the same, and Investor's
pro rata share of the New Securities. Each Investor shall have ten (10) business
days from the date such notice is given to agree to purchase up to its pro rata
share of such New Securities at the price and upon the general terms specified
in the notice by giving written notice to the Company and stating therein the
quantity of New Securities to be purchased.

                  (c) The Company shall have ninety (90) days after giving the
notice referred to above to sell (or enter into an agreement pursuant to which
the sale of New Securities covered thereby shall be closed, if at all, within
thirty (30) days from the date of such agreement) with the New Securities
respecting which the Investor's rights were not exercised at a price and upon
general terms no more favorable to the purchasers thereof than specified in the
Company's notice. In the event the Company has not sold the New Securities
within such ninety (90) day period (or sold and issued New Securities in
accordance with the foregoing within thirty (30) days from the date of such
agreement), the Company shall not thereafter issue or sell any New Securities
without first offering such New Securities to the Purchasers in the manner
provided above.

                  (d) The right of first refusal granted under this Agreement
shall expire upon the date of the Initial Offering.

                  (e) This right of first refusal can be assigned, but only in
connection with an assignment of the Shares, and not to a party who is, or who
has an interest in, a competitor or potential competitor of the Company, as
determined by the Company's Board of Directors.


<PAGE>

                  (f) This right of first refusal shall not apply to Investors
who no longer own any Shares or Common Stock issuable upon conversion thereof as
of the date of the notice referred to above.

SECTION 5. MISCELLANEOUS.

         5.1 GOVERNING LAW. This Agreement shall be governed by and construed
under the laws of the State of California as applied to agreements among
California residents entered into and to be performed entirely within
California.

         5.2 SURVIVAL. The representations, warranties, covenants, and
agreements made herein shall survive any investigation made by any Holder and
the closing of the transactions contemplated hereby. All statements as to
factual matters contained in any certificate or other instrument delivered by or
on behalf of the Company pursuant hereto in connection with the transactions
contemplated hereby shall be deemed to be representations and warranties by the
Company hereunder solely as of the date of such certificate or instrument.

         5.3 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 and shall inure to the benefit of and be enforceable by each
person who shall be a holder of Registrable Securities from time to time;
PROVIDED, HOWEVER, that prior to the receipt by the Company of adequate written
notice of the transfer of any Registrable Securities specifying the full name
and address of the transferee, the Company may deem and treat the person listed
as the holder of such shares in its records as the absolute owner and holder of
such shares for all purposes, including the payment of dividends or any
redemption price.

         5.4 ENTIRE AGREEMENT. This Agreement, the Exhibits and Schedules
hereto, the Purchase Agreement and the other documents delivered pursuant
thereto constitute the full and entire understanding and agreement between the
parties with regard to the subjects hereof and no party shall be liable or bound
to any other in any manner by any representations, warranties, covenants and
agreements except as specifically set forth herein and therein. Sections 8 and 9
of each of the Prior Agreements which relate to participation, registration and
information rights shall terminate and be superceded by this Agreement

         5.5 SEVERABILITY. In the event one or more of the provisions of this
Agreement should, for any reason, be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality, or unenforceability
shall not affect any other provisions of this Agreement, and this Agreement
shall be construed as if such invalid, illegal or unenforceable provision had
never been contained herein. 5.6 AMENDMENT AND WAIVER.

                  (a) Except as otherwise expressly provided, this Agreement may
be amended or modified only upon the written consent of the Company and the
holders of at least a majority of the Registrable Securities; PROVIDED, HOWEVER,
that this Agreement may not be amended or modified to adversely affect the
Series K Preferred differently than any other series of Preferred Stock without
the approval of at least a majority of the shares of Series K Preferred.


<PAGE>

                  (b) Except as otherwise expressly provided, the obligations of
the Company and the rights of the Holders under this Agreement may be waived
only with the written consent of the holders of at least a majority of the
Registrable Securities; PROVIDED, HOWEVER, that the obligations under this
Agreement may not be waived to adversely affect the Series K Preferred
differently than any other series of Preferred Stock without the approval of at
least a majority of the shares Series K Preferred.

                  (c) For the purposes of determining the number of Holder or
Investors entitled to vote or exercise any rights hereunder, the Company shall
be entitled to rely solely on the list of record holders of its stock as
maintained by or on behalf of the Company.

         5.7 DELAYS OR OMISSIONS. It is agreed that no delay or omission to
exercise any right, power, or remedy accruing to any Holder, upon any breach,
default or noncompliance of the Company under this Agreement shall impair any
such right, power, or remedy, nor shall it be construed to be a waiver of any
such breach, default or noncompliance, or any acquiescence therein, or of any
similar breach, default or noncompliance thereafter occurring. It is further
agreed that any waiver, permit, consent, or approval of any kind or character on
any Holder's part of any breach, default or noncompliance under the Agreement or
any waiver on such Holder's part 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, by law, or otherwise afforded to Holders, shall be cumulative and not
alternative.

         5.8 NOTICES. All notices required or permitted hereunder shall be in
writing and shall be deemed effectively given: (a) upon personal delivery to the
party to be notified, (b) when sent by confirmed electronic mail or facsimile if
sent during normal business hours of the recipient; if not, then on the next
business day, (c) five (5) days after having been sent by registered or
certified mail, return receipt requested, postage prepaid, or (d) one (1) day
after deposit with a nationally recognized overnight courier, specifying next
day delivery, with written verification of receipt. All communications shall be
sent to the party to be notified at the address as set forth on the signature
pages hereof or Exhibit A hereto or at such other address as such party may
designate by ten (10) days advance written notice to the other parties hereto.

         5.9 ATTORNEYS' FEES. In the event that any suit or action is instituted
to enforce any provision in this Agreement, the prevailing party in such dispute
shall be entitled to recover from the losing party all fees, costs and expenses
of enforcing any right of such prevailing party under or with respect to this
Agreement, including without limitation, such reasonable fees and expenses of
attorneys and accountants, which shall include, without limitation, all fees,
costs and expenses of appeals.

         5.10 TITLES AND SUBTITLES. The titles of the sections and subsections
of this Agreement are for convenience of reference only and are not to be
considered in construing this Agreement.

         5.11 ADDITIONAL INVESTORS.

                  (a) Notwithstanding anything to the contrary contained herein,
if the Company shall issue additional shares of its Preferred Stock pursuant to
the Purchase Agreement, any purchaser of such shares of Preferred Stock may
become a party to this 


<PAGE>

Agreement by executing and delivering an additional counterpart signature page
to this Agreement and shall be deemed an "Investor" hereunder.

                  (b) Notwithstanding anything to the contrary contained herein,
if the Company shall issue Equity Securities in accordance with Section 4(iv) or
(vi) of this Agreement, any purchaser of such Equity Securities may become a
party to this Agreement by executing and delivering an additional counterpart
signature page to this Agreement and shall be deemed an "Investor" hereunder.

         5.12 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one instrument.



                      [THIS SPACE INTENTIONALLY LEFT BLANK]


<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND
RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first
paragraph hereof.

COMPANY:                                   PURCHASERS:

OMNICELL.COM                               ABS CAPITAL PARTNERS III, L.P.
                                           BY:  ABS PARTNERS III, LLC
                                           ITS:  GENERAL PARTNER

By:  /s/ Earl E. Fry                       By:                        
     ------------------------------           ---------------------------------
     Earl E. Fry                                 John D. Stobo, Jr.
     Vice President and                          Managing Member
     Chief Financial Officer           


                                           PURCHASER:
                                                     --------------------------
                                           By:                                
                                              --------------------------------
                                           Name:                              
                                                ------------------------------
                                           Title:                             
                                                 -----------------------------
PRIOR HOLDERS:

SHAREHOLDER:
            -----------------------
By:
   --------------------------------
Print Name:                                
           ------------------------
Title:                                     
      -----------------------------


                    INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND
RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first
paragraph hereof.

COMPANY:                                   PURCHASERS:

OMNICELL.COM                               ABS CAPITAL PARTNERS III, L.P.
                                           BY:  ABS PARTNERS III, LLC
                                           ITS:  GENERAL PARTNER

By:                                        By: /s/ John D. Stobo, Jr.         
   --------------------------------          ----------------------------------
         Earl E. Fry                                John D. Stobo, Jr.
         Vice President and                         Managing Member
         Chief Financial Officer


                                           PURCHASER:
                                                     --------------------------
                                           By:                                
                                              ---------------------------------
                                           Name:                              
                                                ------------------------------
                                           Title:                             
                                                 -----------------------------

PRIOR HOLDERS:

SHAREHOLDER:
            -----------------------
By:                                                  
   --------------------------------
Print Name:                                          
           ------------------------
Title:                                               
      -----------------------------


                    INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND
RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first
paragraph hereof.

COMPANY:                                   PURCHASERS:

OMNICELL.COM                               ABS CAPITAL PARTNERS III, L.P.
                                           BY:  ABS PARTNERS III, LLC
                                           ITS:  GENERAL PARTNER

By:                                        By:                                
   --------------------------------           ---------------------------------
                                                    John D. Stobo, Jr.
                                                    Managing Member



                                           PURCHASER:
                                                     --------------------------
                                           By:                                
                                              ---------------------------------
                                           Name:                              
                                                -------------------------------
                                           Title:                             
                                                 ------------------------------

PRIOR HOLDERS:

SHAREHOLDER: SHELDON ASHER TRUST

By: /s/ Sheldon D. Asher                   
   --------------------------------

Print Name: Sheldon D. Asher                   
           ------------------------
Title:                                     
      -----------------------------


                    INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND
RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first
paragraph hereof.

COMPANY:                                   PURCHASERS:

OMNICELL.COM                               ABS CAPITAL PARTNERS III, L.P.
                                           BY:  ABS PARTNERS III, LLC
                                           ITS:  GENERAL PARTNER

By:                                        By:                                
   --------------------------------           ---------------------------------
                                                    John D. Stobo, Jr.
                                                    Managing Member



                                           PURCHASER:
                                                     --------------------------
                                           By:                                
                                              ---------------------------------

                                           Name:                              
                                                -------------------------------

                                           Title:                             
                                                 ------------------------------

PRIOR HOLDERS:

SHAREHOLDER: HB ATKINSON CHARITABLE
 TRUST

By: /s/ John C. Atkinson                             
   --------------------------------

Print Name: John C. Atkinson                             
           ------------------------

Title: Trustee                                       
      -----------------------------


                    INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND
RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first
paragraph hereof.

COMPANY:                                   PURCHASERS:

OMNICELL.COM                               ABS CAPITAL PARTNERS III, L.P.
                                           BY:  ABS PARTNERS III, LLC
                                           ITS:  GENERAL PARTNER

By:                                        By:
   --------------------------------           ---------------------------------
                                                    John D. Stobo, Jr.
                                                    Managing Member



                                           PURCHASER:
                                                     --------------------------
                                           By:
                                              ---------------------------------
                                           Name:
                                                -------------------------------
                                           Title:
                                                 ------------------------------

PRIOR HOLDERS:

SHAREHOLDER: DELPHI VENTURES II, L.P.
         BY: DELPHI MANAGEMENT PARTNERS II, L.P.
         GENERAL PARTNER

By: /s/ Donald J. Lothrop                            
   --------------------------------
Print Name: Donald J. Lothrop                            
           ------------------------
Title:  General Partner                              
      -----------------------------


                    INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND
RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first
paragraph hereof.

COMPANY:                                   PURCHASERS:

OMNICELL.COM                               ABS CAPITAL PARTNERS III, L.P.
                                           BY:  ABS PARTNERS III, LLC
                                           ITS:  GENERAL PARTNER

By:                                        By:
   --------------------------------           ---------------------------------
                                                    John D. Stobo, Jr.
                                                    Managing Member



                                           PURCHASER:
                                                     --------------------------
                                           By:                              
                                              ---------------------------------
                                           Name:                            
                                                -------------------------------
                                           Title:                           
                                                 ------------------------------

PRIOR HOLDERS:

SHAREHOLDER: DELPHI BIOINVESTMENTS II, L.P.
         BY: DELPHI MANAGEMENT PARTNERS II, L.P.
         GENERAL PARTNER

By: /s/ Donald J. Lothrop                            
   --------------------------------
Print Name: Donald J. Lothrop                            
           ------------------------
Title:  General Partner                              
      -----------------------------


                    INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND
RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first
paragraph hereof.

COMPANY:                                   PURCHASERS:

OMNICELL.COM                               ABS CAPITAL PARTNERS III, L.P.
                                           BY:  ABS PARTNERS III, LLC
                                           ITS:  GENERAL PARTNER

By:                                        By:
   --------------------------------           ---------------------------------
                                                    John D. Stobo, Jr.
                                                    Managing Member



                                           PURCHASER:
                                                     --------------------------
                                           By:                                
                                              ---------------------------------
                                           Name:                              
                                                -------------------------------
                                           Title:                             
                                                 ------------------------------

PRIOR HOLDERS:

SHAREHOLDER: CHRISTOPHER J. DUNN

By: /s/ Christopher J. Dunn                          
   --------------------------------
Print Name: Christopher J. Dunn, MD                  
           ------------------------
Title: MD                                            
      -----------------------------


                    INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND
RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first
paragraph hereof.

COMPANY:                                   PURCHASERS:

OMNICELL.COM                               ABS CAPITAL PARTNERS III, L.P.
                                           BY:  ABS PARTNERS III, LLC
                                           ITS:  GENERAL PARTNER

By:                                        By:       
   --------------------------------           ---------------------------------
                                                    John D. Stobo, Jr.
                                                    Managing Member



                                           PURCHASER:
                                                     --------------------------
                                           By:       
                                              ---------------------------------
                                           Name:     
                                                -------------------------------
                                           Title:    
                                                 ------------------------------

PRIOR HOLDERS:

SHAREHOLDER: JAMES C. GAITHER

By: /s/ James C. Gaither                             
   --------------------------------
Print Name: James C. Gaither
           ------------------------
Title:                                               
      -----------------------------


                    INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND
RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first
paragraph hereof.

COMPANY:                                   PURCHASERS:

OMNICELL.COM                               ABS CAPITAL PARTNERS III, L.P.
                                           BY:  ABS PARTNERS III, LLC
                                           ITS:  GENERAL PARTNER

By:                                        By:
   --------------------------------           ---------------------------------
                                                    John D. Stobo, Jr.
                                                    Managing Member



                                           PURCHASER:
                                                     --------------------------
                                           By:                                 
                                              ---------------------------------
                                           Name:                               
                                                -------------------------------
                                           Title:                              
                                                 ------------------------------

PRIOR HOLDERS:

SHAREHOLDER: THE INDIVIDUALS VENTURE FUND (1994) LP

By: /s/ Roger Barry                                  
   --------------------------------
Print Name: Roger Barry
           ------------------------
Title: Managing Member                      
      -----------------------------


                    INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND
RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first
paragraph hereof.

COMPANY:                                   PURCHASERS:

OMNICELL.COM                               ABS CAPITAL PARTNERS III, L.P.
                                           BY:  ABS PARTNERS III, LLC
                                           ITS:  GENERAL PARTNER

By:                                        By:                                 
   --------------------------------           ---------------------------------
                                                    John D. Stobo, Jr.
                                                    Managing Member



                                           PURCHASER:
                                                     --------------------------
                                           By:                                 
                                              ---------------------------------
                                           Name:                               
                                                -------------------------------
                                           Title:                              
                                                 ------------------------------

PRIOR HOLDERS:

SHAREHOLDER: DELBERT A. LIPPS

By: /s/ Delbert A. Lipps                             
   --------------------------------
Print Name: Delbert A. Lipps
           ------------------------
Title:                                               
      -----------------------------


                    INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE



<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND
RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first
paragraph hereof.

COMPANY:                                   PURCHASERS:

OMNICELL.COM                               ABS CAPITAL PARTNERS III, L.P.
                                           BY:  ABS PARTNERS III, LLC
                                           ITS:  GENERAL PARTNER

By:                                        By:                                 
   --------------------------------           ---------------------------------
                                                    John D. Stobo, Jr.
                                                    Managing Member



                                           PURCHASER:
                                                     --------------------------
                                           By:                                 
                                              ---------------------------------
                                           Name:                               
                                                -------------------------------
                                           Title:                              
                                                 ------------------------------

PRIOR HOLDERS:

SHAREHOLDER: RANDALL A. LIPPS

CUSTODIAN UNDER CUTMA FOR DAVID A. LIPPS

By: /s/ Randall A. Lipps                             
   --------------------------------
Print Name: Randall A. Lipps
           ------------------------
Title: Custodian/Trustee                    
      -----------------------------


                    INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND
RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first
paragraph hereof.

COMPANY:                                   PURCHASERS:

OMNICELL.COM                               ABS CAPITAL PARTNERS III, L.P.
                                           BY:  ABS PARTNERS III, LLC
                                           ITS:  GENERAL PARTNER

By:                                        By:                                 
   --------------------------------           ---------------------------------
                                                    John D. Stobo, Jr.
                                                    Managing Member



                                           PURCHASER:
                                                     --------------------------
                                           By:                                 
                                              ---------------------------------
                                           Name:                               
                                                -------------------------------
                                           Title:                              
                                                 ------------------------------

PRIOR HOLDERS:

SHAREHOLDER: RANDALL A. LIPPS

CUSTODIAN UNDER CUTMA FOR ELIZABETH A. LIPPS

By: /s/ Randall A. Lipps                             
   --------------------------------
Print Name: Randall A. Lipps
           ------------------------
Title: Custodian/Trustee
      -----------------------------


                    INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND
RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first
paragraph hereof.

COMPANY:                                   PURCHASERS:

OMNICELL.COM                               ABS CAPITAL PARTNERS III, L.P.
                                           BY:  ABS PARTNERS III, LLC
                                           ITS:  GENERAL PARTNER

By:                                        By:                                 
   --------------------------------           ---------------------------------
                                                    John D. Stobo, Jr.
                                                    Managing Member



                                           PURCHASER:
                                                     --------------------------
                                           By:                                 
                                              ---------------------------------
                                           Name:                               
                                                -------------------------------
                                           Title:                              
                                                 ------------------------------

PRIOR HOLDERS:

SHAREHOLDER: RANDALL A. LIPPS

CUSTODIAN UNDER CUTMA FOR JOSHUA A. LIPPS

By: /s/ Randall A. Lipps                             
   --------------------------------
Print Name: Randall A. Lipps
           ------------------------
Title: Custodian/Trustee
      -----------------------------


                    INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND
RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first
paragraph hereof.

COMPANY:                                   PURCHASERS:

OMNICELL.COM                               ABS CAPITAL PARTNERS III, L.P.
                                           BY:  ABS PARTNERS III, LLC
                                           ITS:  GENERAL PARTNER

By:                                        By:                                 
   --------------------------------           ---------------------------------
                                                    John D. Stobo, Jr.
                                                    Managing Member



                                           PURCHASER:
                                                     --------------------------
                                           By:                                 
                                              ---------------------------------
                                           Name:                               
                                                -------------------------------
                                           Title:                              
                                                 ------------------------------

PRIOR HOLDERS:

SHAREHOLDER: RANDALL A. LIPPS

CUSTODIAN UNDER CUTMA FOR MARY MARGARET A. LIPPS

By: /s/ Randall A. Lipps                             
   --------------------------------
Print Name: Randall A. Lipps
           ------------------------
Title: Custodian/Trustee
      -----------------------------


                    INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND
RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first
paragraph hereof.

COMPANY:                                   PURCHASERS:

OMNICELL.COM                               ABS CAPITAL PARTNERS III, L.P.
                                           BY:  ABS PARTNERS III, LLC
                                           ITS:  GENERAL PARTNER

By:                                        By:                                 
   --------------------------------           ---------------------------------
                                                    John D. Stobo, Jr.
                                                    Managing Member



                                           PURCHASER:
                                                     --------------------------
                                           By:                                 
                                              ---------------------------------
                                           Name:                               
                                                -------------------------------
                                           Title:                              
                                                 ------------------------------

PRIOR HOLDERS:

SHAREHOLDER: RANDALL A. LIPPS

CUSTODIAN UNDER CUTMA FOR NATHAN A. LIPPS

By: /s/ Randall A. Lipps                             
   --------------------------------
Print Name: Randall A. Lipps
           ------------------------
Title: Custodian/Trustee
      -----------------------------


                    INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND
RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first
paragraph hereof.

COMPANY:                                   PURCHASERS:

OMNICELL.COM                               ABS CAPITAL PARTNERS III, L.P.
                                           BY:  ABS PARTNERS III, LLC
                                           ITS:  GENERAL PARTNER

By:                                        By:                                 
   --------------------------------           ---------------------------------
                                                    John D. Stobo, Jr.
                                                    Managing Member



                                           PURCHASER:
                                                     --------------------------
                                           By:                                 
                                              ---------------------------------
                                           Name:                               
                                                -------------------------------
                                           Title:                              
                                                 ------------------------------

PRIOR HOLDERS:

SHAREHOLDER: RANDALL A. LIPPS

CUSTODIAN UNDER CUTMA FOR SARAH A. LIPPS

By: /s/ Randall A. Lipps                             
   --------------------------------
Print Name: Randall A. Lipps
           ------------------------
Title: Custodian/Trustee
      -----------------------------


                    INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND
RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first
paragraph hereof.

COMPANY:                                   PURCHASERS:

OMNICELL.COM                               ABS CAPITAL PARTNERS III, L.P.
                                           BY:  ABS PARTNERS III, LLC
                                           ITS:  GENERAL PARTNER

By:                                        By:                                 
   --------------------------------           ---------------------------------
                                                    John D. Stobo, Jr.
                                                    Managing Member



                                           PURCHASER:
                                                     --------------------------
                                           By:                                 
                                              ---------------------------------
                                           Name:                               
                                                -------------------------------
                                           Title:                              
                                                 ------------------------------

PRIOR HOLDERS:

SHAREHOLDER: RANDALL A. LIPPS

CUSTODIAN UNDER CUTMA FOR ZACHARY A. LIPPS

By: /s/ Randall A. Lipps                             
   --------------------------------
Print Name: Randall A. Lipps
           ------------------------
Title: Custodian/Trustee
      -----------------------------


                    INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND
RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first
paragraph hereof.

COMPANY:                                   PURCHASERS:

OMNICELL.COM                               ABS CAPITAL PARTNERS III, L.P.
                                           BY:  ABS PARTNERS III, LLC
                                           ITS:  GENERAL PARTNER

By:                                        By:                                 
   --------------------------------           ---------------------------------
                                                    John D. Stobo, Jr.
                                                    Managing Member



                                           PURCHASER:
                                                     --------------------------
                                           By:                                 
                                              ---------------------------------
                                           Name:                               
                                                -------------------------------
                                           Title:                              
                                                 ------------------------------

PRIOR HOLDERS:

SHAREHOLDER: BENJAMIN LIPPS IRREVOCABLE TRUST

By: /s/ Randall A. Lipps                             
   --------------------------------
Print Name: Randall A. Lipps
           ------------------------
Title:         Trustee
      -----------------------------


                    INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND
RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first
paragraph hereof.

COMPANY:                                   PURCHASERS:

OMNICELL.COM                               ABS CAPITAL PARTNERS III, L.P.
                                           BY:  ABS PARTNERS III, LLC
                                           ITS:  GENERAL PARTNER

By:                                        By:                                 
   --------------------------------           ---------------------------------
                                                    John D. Stobo, Jr.
                                                    Managing Member



                                           PURCHASER:
                                                     --------------------------
                                           By:                                 
                                              ---------------------------------
                                           Name:                               
                                                -------------------------------
                                           Title:                              
                                                 ------------------------------

PRIOR HOLDERS:

SHAREHOLDER: MEDICUS VENTURE PARTNERS 1993, A CALIFORNIA LIMITED PARTNERSHIP

By: MEDICUS MANAGEMENT PARTNERS,
       GENERAL PARTNER

By: /s/ Frederick J. Dotzler                         
   --------------------------------
Print Name: Frederick J. Dotzler                     
           ------------------------
Title: General Partner                               
      -----------------------------


                    INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


<PAGE>


         IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND
RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first
paragraph hereof.

COMPANY:                                   PURCHASERS:

OMNICELL.COM                               ABS CAPITAL PARTNERS III, L.P.
                                           BY:  ABS PARTNERS III, LLC
                                           ITS:  GENERAL PARTNER

By:                                        By:                                 
   --------------------------------           ---------------------------------
                                                    John D. Stobo, Jr.
                                                    Managing Member



                                           PURCHASER:
                                                     --------------------------
                                           By:                                 
                                              ---------------------------------
                                           Name:                               
                                                -------------------------------
                                           Title:                              
                                                 ------------------------------
                                                                               
PRIOR HOLDERS:

SHAREHOLDER: MEDICUS VENTURE PARTNERS 1994, A CALIFORNIA LIMITED PARTNERSHIP

BY: MEDICUS MANAGEMENT PARTNERS,
       GENERAL PARTNER

By: /s/ Frederick J. Dotzler                         
   --------------------------------
Print Name: Frederick J. Dotzler                     
           ------------------------
Title: General Partner                               
      -----------------------------

                    INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


<PAGE>


         IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND
RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first
paragraph hereof.

COMPANY:                                   PURCHASERS:

OMNICELL.COM                               ABS CAPITAL PARTNERS III, L.P.
                                           BY:  ABS PARTNERS III, LLC
                                           ITS:  GENERAL PARTNER

By:                                        By:                                 
   --------------------------------           ---------------------------------
                                                    John D. Stobo, Jr.
                                                    Managing Member



                                           PURCHASER:
                                                     --------------------------
                                           By:                                 
                                              ---------------------------------
                                           Name:                               
                                                -------------------------------
                                           Title:                              
                                                 ------------------------------

PRIOR HOLDERS:

SHAREHOLDER: MEDICUS VENTURE PARTNERS 1995, A CALIFORNIA LIMITED PARTNERSHIP

BY: MEDICUS MANAGEMENT PARTNERS,
       GENERAL PARTNER

By: /s/ Frederick J. Dotzler                         
   --------------------------------
Print Name: Frederick J. Dotzler                     
           ------------------------
Title: General Partner                               
      -----------------------------


                    INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


<PAGE>


         IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND
RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first
paragraph hereof.

COMPANY:                                   PURCHASERS:

OMNICELL.COM                               ABS CAPITAL PARTNERS III, L.P.
                                           BY:  ABS PARTNERS III, LLC
                                           ITS:  GENERAL PARTNER

By:                                        By:                                 
   --------------------------------           ---------------------------------
                                                    John D. Stobo, Jr.
                                                    Managing Member



                                           PURCHASER:
                                                     --------------------------
                                           By:                                 
                                              ---------------------------------
                                           Name:                               
                                                -------------------------------
                                           Title:                              
                                                 ------------------------------

PRIOR HOLDERS:

SHAREHOLDER: NASSAU CAPITAL PARTNERS L.P.

BY: NASSAU CAPITAL LLC, ITS GENERAL PARTNER

By: /s/ Randall A. Hack                              
   --------------------------------
Print Name: Randall A. Hack                          
           ------------------------ 
Title: Member                                        
      -----------------------------


                    INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


<PAGE>


         IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND
RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first
paragraph hereof.

COMPANY:                                   PURCHASERS:

OMNICELL.COM                               ABS CAPITAL PARTNERS III, L.P.
                                           BY:  ABS PARTNERS III, LLC
                                           ITS:  GENERAL PARTNER

By:                                        By:                                 
   --------------------------------           ---------------------------------
                                                    John D. Stobo, Jr.
                                                    Managing Member



                                           PURCHASER:
                                                     --------------------------
                                           By:                                 
                                              ---------------------------------
                                           Name:                               
                                                -------------------------------
                                           Title:                              
                                                 ------------------------------

PRIOR HOLDERS:

SHAREHOLDER: NAS PARTNERS I, LLC


By: /s/ Randall A. Hack                              
   --------------------------------
Print Name: Randall A. Hack                          
           ------------------------
Title: Member                                        
      -----------------------------


                    INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


<PAGE>


         IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND
RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first
paragraph hereof.

COMPANY:                                   PURCHASERS:

OMNICELL.COM                               ABS CAPITAL PARTNERS III, L.P.
                                           BY:  ABS PARTNERS III, LLC
                                           ITS:  GENERAL PARTNER

By:                                        By:                                 
   --------------------------------           ---------------------------------
                                                    John D. Stobo, Jr.
                                                    Managing Member



                                           PURCHASER:
                                                     --------------------------
                                           By:       
                                              ---------------------------------
                                           Name:     
                                                -------------------------------
                                           Title:    
                                                 ------------------------------

PRIOR HOLDERS:

SHAREHOLDER: OAK VI AFFILIATES FUND


By: /s/ Edward F. Glassmeyer                         
   --------------------------------
Print Name: Edward F. Glassmeyer                     
           ------------------------  
Title:                                               
      -----------------------------
Managing Member of Oak VI Affiliates, LLC.
The General Partner of
Oak VI Affiliates Fund,
Limited Partnership


                    INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


<PAGE>


         IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND
RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first
paragraph hereof.

COMPANY:                                   PURCHASERS:

OMNICELL.COM                               ABS CAPITAL PARTNERS III, L.P.
                                           BY:  ABS PARTNERS III, LLC
                                           ITS:  GENERAL PARTNER

By:                                        By:                                 
   --------------------------------           ---------------------------------
                                                    John D. Stobo, Jr.
                                                    Managing Member



                                           PURCHASER:
                                                     --------------------------
                                           By:                                 
                                              ---------------------------------
                                           Name:                               
                                                -------------------------------
                                           Title:                              
                                                 ------------------------------

PRIOR HOLDERS:

SHAREHOLDER: OAK INVESTMENT PARTNERS, VI, LIMITED PARTNERSHIP


By: /s/ Edward F. Glassmeyer                         
   --------------------------------
Print Name: Edward F. Glassmeyer                     
           ------------------------
Title:                                               
      -----------------------------

Managing Member of Oak Associates VI, LLC.
The General Partner of
Oak Investment Partners VI,
Limited Partnership


                    INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


<PAGE>


         IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND
RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first
paragraph hereof.

COMPANY:                                   PURCHASERS:

OMNICELL.COM                               ABS CAPITAL PARTNERS III, L.P.
                                           BY:  ABS PARTNERS III, LLC
                                           ITS:  GENERAL PARTNER

By:                                        By:                                 
   --------------------------------           ---------------------------------
                                                    John D. Stobo, Jr.
                                                    Managing Member



                                           PURCHASER:
                                                     --------------------------
                                           By:                                 
                                              ---------------------------------
                                           Name:                               
                                                -------------------------------
                                           Title:                              
                                                 ------------------------------

PRIOR HOLDERS:

SHAREHOLDER: PANTHEON INTERNATIONAL PARTICIPATIONS


By: /s/ R.M. Swire
   --------------------------------
Print Name: R.M. Swire                               
           ------------------------
Title:            Director                  
      -----------------------------


                    INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


<PAGE>


         IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND
RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first
paragraph hereof.

COMPANY:                                   PURCHASERS:

OMNICELL.COM                               ABS CAPITAL PARTNERS III, L.P.
                                           BY:  ABS PARTNERS III, LLC
                                           ITS:  GENERAL PARTNER

By:                                        By:                                 
   --------------------------------           ---------------------------------
                                                    John D. Stobo, Jr.
                                                    Managing Member



                                           PURCHASER:
                                                     --------------------------
                                           By:                                 
                                              ---------------------------------
                                           Name:                               
                                                -------------------------------
                                           Title:                              
                                                 ------------------------------

PRIOR HOLDERS:

SHAREHOLDER: SEQUOIA CAPITAL VI
             SEQUOIA TECHNOLOGY PARTNERS VI
             SEQUOIA 1995


By: /s/ Thomas F. Stephenson                         
   --------------------------------
Print Name: Thomas F. Stephenson                     
           ------------------------
Title:                                               
      -----------------------------


                    INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


<PAGE>


         IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND
RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first
paragraph hereof.

COMPANY:                                   PURCHASERS:

OMNICELL.COM                               ABS CAPITAL PARTNERS III, L.P.
                                           BY:  ABS PARTNERS III, LLC
                                           ITS:  GENERAL PARTNER

By:                                        By:                                 
   --------------------------------           ---------------------------------
                                                    John D. Stobo, Jr.
                                                    Managing Member



                                           PURCHASER:
                                                     --------------------------
                                           By:                                 
                                              ---------------------------------
                                           Name:                               
                                                -------------------------------
                                           Title:                              
                                                 ------------------------------

PRIOR HOLDERS:

SHAREHOLDER: TIMOTHY J. AND OVEL G. SHEEHAN


By: /s/ Timothy J. Sheehan                           
   --------------------------------
Print Name: Timothy J. Sheehan                       
           ------------------------
Title:            Trustee                            
      -----------------------------


                    INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


<PAGE>


         IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND
RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first
paragraph hereof.

COMPANY:                                   PURCHASERS:

OMNICELL.COM                               ABS CAPITAL PARTNERS III, L.P.
                                           BY:  ABS PARTNERS III, LLC
                                           ITS:  GENERAL PARTNER

By:                                        By:                                 
   --------------------------------           ---------------------------------
                                                    John D. Stobo, Jr.
                                                    Managing Member



                                           PURCHASER:
                                                     --------------------------
                                           By:                                 
                                              ---------------------------------
                                           Name:                               
                                                -------------------------------
                                           Title:                              
                                                 ------------------------------

PRIOR HOLDERS:

SHAREHOLDER: DENNIS J. SHEEHAN


By: /s/ Dennis J. Sheehan                            
   --------------------------------
Print Name: Dennis J. Sheehan                        
           ------------------------
Title:                                               
      -----------------------------


                    INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


<PAGE>


         IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND
RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first
paragraph hereof.

COMPANY:                                   PURCHASERS:

OMNICELL.COM                               ABS CAPITAL PARTNERS III, L.P.
                                           BY:  ABS PARTNERS III, LLC
                                           ITS:  GENERAL PARTNER

By:                                        By:                        
   --------------------------------           ---------------------------------
                                                    John D. Stobo, Jr.
                                                    Managing Member



                                           PURCHASER:
                                                     --------------------------
                                           By:                        
                                              ---------------------------------
                                           Name:                      
                                                -------------------------------
                                           Title:                     
                                                 ------------------------------

PRIOR HOLDERS:

SHAREHOLDER: ERIC F. SHEEHAN


By: /s/ Dennis J. Sheehan                            
   --------------------------------
Print Name: Dennis J. Sheehan                        
           ------------------------
Title:            Custodian                          
      -----------------------------


                    INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


<PAGE>


         IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND
RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first
paragraph hereof.

COMPANY:                                   PURCHASERS:

OMNICELL.COM                               ABS CAPITAL PARTNERS III, L.P.
                                           BY:  ABS PARTNERS III, LLC
                                           ITS:  GENERAL PARTNER

By:                                        By:                                 
   --------------------------------           ---------------------------------
                                                    John D. Stobo, Jr.
                                                    Managing Member



                                           PURCHASER:
                                                     --------------------------
                                           By:                                 
                                              ---------------------------------
                                           Name:                               
                                                -------------------------------
                                           Title:                              
                                                 ------------------------------

PRIOR HOLDERS:

SHAREHOLDER: BENJAMIN SHEEHAN


By: /s/ Dennis J. Sheehan                            
   --------------------------------
Print Name: Dennis J. Sheehan                        
           ------------------------
Title:            Custodian                          
      -----------------------------


                    INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


<PAGE>


         IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND
RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first
paragraph hereof.

COMPANY:                                   PURCHASERS:

OMNICELL.COM                               ABS CAPITAL PARTNERS III, L.P.
                                           BY:  ABS PARTNERS III, LLC
                                           ITS:  GENERAL PARTNER

By:                                        By:                                 
   --------------------------------           ---------------------------------
                                                    John D. Stobo, Jr.
                                                    Managing Member



                                           PURCHASER:
                                                     --------------------------
                                           By:                                 
                                              ---------------------------------
                                           Name:                               
                                                -------------------------------
                                           Title:                              
                                                 ------------------------------

PRIOR HOLDERS:

SHAREHOLDER: SHARON A. SHEEHAN


By: /s/ Sharon A. Sheehan                            
   --------------------------------
Print Name: Sharon A. Sheehan                        
           ------------------------
Title:                                               
      -----------------------------


                    INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


<PAGE>


         IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND
RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first
paragraph hereof.

COMPANY:                                   PURCHASERS:

OMNICELL.COM                               ABS CAPITAL PARTNERS III, L.P.
                                           BY:  ABS PARTNERS III, LLC
                                           ITS:  GENERAL PARTNER

By:                                        By:                                 
   --------------------------------           ---------------------------------
                                                    John D. Stobo, Jr.
                                                    Managing Member



                                           PURCHASER:
                                                     --------------------------
                                           By:                                 
                                              ---------------------------------
                                           Name:                               
                                                -------------------------------
                                           Title:                              
                                                 ------------------------------

PRIOR HOLDERS:

SHAREHOLDER: SUTTER HILL VENTURES, A CALIFORNIA LIMITED PARTNERSHIP


By: /s/ William H. Younger, Jr.                      
   --------------------------------
Print Name: William H. Younger, Jr.                  
           ------------------------
Title: Managing Director of the General Partner
      -----------------------------------------

                    INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


<PAGE>


         IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND
RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first
paragraph hereof.

COMPANY:                                   PURCHASERS:

OMNICELL.COM                               ABS CAPITAL PARTNERS III, L.P.
                                           BY:  ABS PARTNERS III, LLC
                                           ITS:  GENERAL PARTNER

By:                                        By:                                 
   --------------------------------           ---------------------------------
                                                    John D. Stobo, Jr.
                                                    Managing Member



                                           PURCHASER:
                                                     --------------------------
                                           By:                                 
                                              ---------------------------------
                                           Name:                               
                                                -------------------------------
                                           Title:                              
                                                 ------------------------------

PRIOR HOLDERS:

SHAREHOLDER: TOW PARTNERS, L.P.


By: /s/ Paul M. Wythes                               
   --------------------------------
Print Name: Paul M. Wythes                           
           ------------------------
Title:   General Partner                    
      -----------------------------


                    INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


<PAGE>


         IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND
RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first
paragraph hereof.

COMPANY:                                   PURCHASERS:

OMNICELL.COM                               ABS CAPITAL PARTNERS III, L.P.
                                           BY:  ABS PARTNERS III, LLC
                                           ITS:  GENERAL PARTNER

By:                                        By:                                 
   --------------------------------           ---------------------------------
                                                    John D. Stobo, Jr.
                                                    Managing Member



                                           PURCHASER:
                                                     --------------------------
                                           By:                                 
                                              ---------------------------------
                                           Name:                               
                                                -------------------------------
                                           Title:                              
                                                 ------------------------------

PRIOR HOLDERS:

SHAREHOLDER: WILLIAM H. YOUNGER, JR.


By: /s/ William H. Younger, Jr.                      
   --------------------------------
Print Name: William H. Younger, Jr.                  
           ------------------------
Title:                                               
      -----------------------------


                    INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


<PAGE>


         IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND
RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first
paragraph hereof.

COMPANY:                                   PURCHASERS:

OMNICELL.COM                               ABS CAPITAL PARTNERS III, L.P.
                                           BY:  ABS PARTNERS III, LLC
                                           ITS:  GENERAL PARTNER

By:                                        By:                                 
   --------------------------------           ---------------------------------
                                                    John D. Stobo, Jr.
                                                    Managing Member



                                           PURCHASER:
                                                     --------------------------
                                           By:                                 
                                              ---------------------------------
                                           Name:                               
                                                -------------------------------
                                           Title:                              
                                                 ------------------------------

PRIOR HOLDERS:

SHAREHOLDER: THE YOUNGER LIVING TRUST


By: /s/ William H. Younger, Jr.                      
   --------------------------------
Print Name: William H. Younger, Jr.                  
           ------------------------
Title:   Trustee                                     
      -----------------------------


                    INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


<PAGE>


IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND RESTATED
INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph
hereof.


COMPANY:                                   PURCHASERS:

OMNICELL.COM                               ABS CAPITAL PARTNERS III, L. P.
                                           BY:  ABS PARTNERS III, LLC
                                           ITS:  GENERAL PARTNER


Signature:                                 By:
          -------------------------           ---------------------------------
          Earl E. Fry                                John D. Stobo, Jr.
          Vice President and Chief                    Managing Member
          Financial Officer


                                           SUTTER HILL VENTURES,
                                           A CALIFORNIA LIMITED PARTNERSHIP



                                           By: /s/ William H. Younger, Jr.
                                              ---------------------------------
                                           Name: William H. Younger, Jr.
                                                 Managing Director of the
                                                 General Partner


PRIOR HOLDERS:

SHAREHOLDER:
            -----------------------
By:
   ---------------------------------
Print Name:
           -------------------------
Title:
      ------------------------------


                    INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


<PAGE>


IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND RESTATED
INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph
hereof.


COMPANY:                                   PURCHASERS:

OMNICELL.COM                               ABS CAPITAL PARTNERS III, L. P.
                                           BY:  ABS PARTNERS III, LLC
                                           ITS:  GENERAL PARTNER


Signature:                                 By:
          -------------------------           ---------------------------------
           Earl E. Fry                                John D. Stobo, Jr.
           Vice President and Chief                     Managing Member
           Financial Officer


                                           SUTTER HILL ENTREPRENEURS FUND (AI),
                                           L.P.

                                           By: /s/ William H. Younger, Jr.

                                           Name: William H. Younger, Jr.
                                                 Managing Director of the
                                                 General Partner




PRIOR HOLDERS:

SHAREHOLDER:
            ----------------------
By:
   --------------------------------
Print Name:
           ------------------------
Title:
      -----------------------------


                    INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


<PAGE>


IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND RESTATED
INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph
hereof.


COMPANY:                                   PURCHASERS:

OMNICELL.COM                               ABS CAPITAL PARTNERS III, L. P.
                                           BY:  ABS PARTNERS III, LLC
                                           ITS:  GENERAL PARTNER


Signature:                                 By:
          -------------------------           ---------------------------------
           Earl E. Fry                                John D. Stobo, Jr.
           Vice President and Chief                    Managing Member
           Financial Officer


                                           SUTTER HILL ENTREPRENEURS FUND (QP),
                                           L.P.

                                           By: /s/ William H. Younger, Jr.

                                           Name: William H. Younger, Jr.
                                                 Managing Director of the 
                                                 General Partner


PRIOR HOLDERS:

SHAREHOLDER:
            ----------------------
By:
   --------------------------------
Print Name:
           ------------------------
Title:
      -----------------------------


                    INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


<PAGE>


IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND RESTATED
INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph
hereof.


COMPANY:                                   PURCHASERS:

OMNICELL.COM                               ABS CAPITAL PARTNERS III, L. P.
                                           BY:  ABS PARTNERS III, LLC
                                           ITS:  GENERAL PARTNER


Signature:                                 By:
          -------------------------           ---------------------------------
           Earl E. Fry                                John D. Stobo, Jr.
           Vice President and Chief                    Managing Member
           Financial Officer


                                           THE ANDERSON LIVING TRUST, U/A/D
                                           1/22/98

                                           By: /s/ David L. Anderson
                                                   David L. Anderson, Trustee


PRIOR HOLDERS:

SHAREHOLDER:
            ----------------------
By:
   --------------------------------
Print Name:
           ------------------------
Title:
      -----------------------------


                    INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


<PAGE>


IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND RESTATED
INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph
hereof.


COMPANY:                                   PURCHASERS:

OMNICELL.COM                               ABS CAPITAL PARTNERS III, L. P.
                                           BY:  ABS PARTNERS III, LLC
                                           ITS:  GENERAL PARTNER


Signature:                                 By:
          -------------------------           ---------------------------------
            Earl E. Fry                                John D. Stobo, Jr.
            Vice President and Chief                     Managing Member
            Financial Officer


                                           ANVEST, L.P.

                                           By: /s/ David L. Anderson
                                                   David  L.  Anderson,
                                                   General Partner
PRIOR HOLDERS:

SHAREHOLDER:
            ----------------------
By:
   --------------------------------
Print Name:
           ------------------------
Title:
      -----------------------------


                    INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


<PAGE>


IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND RESTATED
INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph
hereof.


COMPANY:                                   PURCHASERS:

OMNICELL.COM                               ABS CAPITAL PARTNERS III, L. P.
                                           BY:  ABS PARTNERS III, LLC
                                           ITS:  GENERAL PARTNER


Signature:                                 By:
          -------------------------           ---------------------------------
            Earl E. Fry                                John D. Stobo, Jr.
            Vice President and Chief                     Managing Member
            Financial Officer


                                           G. LEONARD BAKER, JR.

                                           By: /s/ G. Leonard Baker Jr.


PRIOR HOLDERS:

SHAREHOLDER:
            ----------------------
By:
   --------------------------------
Print Name:
           ------------------------
Title:
      -----------------------------


                    INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


<PAGE>


IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND RESTATED
INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph
hereof.


COMPANY:                                   PURCHASERS:

OMNICELL.COM                               ABS CAPITAL PARTNERS III, L. P.
                                           BY:  ABS PARTNERS III, LLC
                                           ITS:  GENERAL PARTNER


Signature:                                 By:
          -------------------------           ---------------------------------
            Earl E. Fry                                John D. Stobo, Jr.
            Vice President and Chief                     Managing Member
            Financial Officer


                                           SAUNDERS HOLDINGS, L.P.

                                           By: /s/ G. Leonard Baker, Jr.
                                                   G. Leonard Baker, Jr.,
                                                   General Partner

PRIOR HOLDERS:

SHAREHOLDER:
            ----------------------
By:
   --------------------------------
Print Name:
           ------------------------
Title:
      -----------------------------


                    INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


<PAGE>


IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND RESTATED
INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph
hereof.


COMPANY:                                   PURCHASERS:

OMNICELL.COM                               ABS CAPITAL PARTNERS III, L. P.
                                           BY:  ABS PARTNERS III, LLC
                                           ITS:  GENERAL PARTNER


Signature:                                 By:
          -------------------------           ---------------------------------
            Earl E. Fry                                John D. Stobo, Jr.
            Vice President and Chief                     Managing Member
            Financial Officer


                                           THE YOUNGER LIVING TRUST, U/A/D 
                                           1/20/95

                                           By: /s/ William H. Younger, Jr.
                                                   William H. Younger, Jr.,
                                                   Trustee

PRIOR HOLDERS:

SHAREHOLDER:
            ----------------------
By:
   --------------------------------
Print Name:
           ------------------------
Title:
      -----------------------------


                    INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


<PAGE>


IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND RESTATED
INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph
hereof.


COMPANY:                                   PURCHASERS:

OMNICELL.COM                               ABS CAPITAL PARTNERS III, L. P.
                                           BY:  ABS PARTNERS III, LLC
                                           ITS:  GENERAL PARTNER


Signature:                                 By:
          -------------------------           ---------------------------------
            Earl E. Fry                                John D. Stobo, Jr.
            Vice President and Chief                     Managing Member
            Financial Officer


                                           TENCH COXE, TRUSTEE,
                                           THE TAMERLANE CHARITABLE REMAINDER 
                                           UNITRUST

                                           By: /s/ Tenche Coxe
                                                   Tenche Coxe, Trustee

PRIOR HOLDERS:

SHAREHOLDER:
            ----------------------
By:
   --------------------------------
Print Name:
           ------------------------
Title:
      -----------------------------


                    INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


<PAGE>


IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND RESTATED
INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph
hereof.


COMPANY:                                   PURCHASERS:

OMNICELL.COM                               ABS CAPITAL PARTNERS III, L. P.
                                           BY:  ABS PARTNERS III, LLC
                                           ITS:  GENERAL PARTNER


Signature:                                 By:
          -------------------------           ---------------------------------
            Earl E. Fry                                John D. Stobo, Jr.
            Vice President and Chief                     Managing Member
            Financial Officer


                                           PAUL M. & MARSHA R. WYTHES, TRUSTEES
                                           THE WYTHES LIVING TRUST (7/21/87)

                                           By: /s/ Sherryl W. Hossack
                                           Sherryl W. Hossack under Power of 
                                           Attorney
PRIOR HOLDERS:

SHAREHOLDER:
            ----------------------
By:
   --------------------------------
Print Name:
           ------------------------
Title:
      -----------------------------


                    INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


<PAGE>


IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND RESTATED
INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph
hereof.


COMPANY:                                   PURCHASERS:

OMNICELL.COM                               ABS CAPITAL PARTNERS III, L. P.
                                           BY:  ABS PARTNERS III, LLC
                                           ITS:  GENERAL PARTNER


Signature:                                 By:
          -------------------------           ---------------------------------
            Earl E. Fry                                John D. Stobo, Jr.
            Vice President and Chief                     Managing Member
            Financial Officer


                                           TOW PARTNERS,
                                           A CALIFORNIA LIMITED PARTNERSHIP

                                           By: /s/ Sherryl W. Hossack
                                           Sherryl W. Hossack under Power of 
                                           Attorney

PRIOR HOLDERS:

SHAREHOLDER:
            ----------------------
By:
   --------------------------------
Print Name:
           ------------------------
Title:
      -----------------------------


                    INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


<PAGE>


IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND RESTATED
INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph
hereof.


COMPANY:                                   PURCHASERS:

OMNICELL.COM                               ABS CAPITAL PARTNERS III, L. P.
                                           BY:  ABS PARTNERS III, LLC
                                           ITS:  GENERAL PARTNER


Signature:                                 By:
          -------------------------           ---------------------------------
            Earl E. Fry                                John D. Stobo, Jr.
            Vice President and Chief                     Managing Member
            Financial Officer


                                           WYTHES 1999 GRANDCHILDREN'S TRUST
                                           JENNIFER W. VETTEL, PAUL M. WYTHES, 
                                           LINDA W. KNOLL, TRUSTEES

                                           By: /s/ Sherryl W. Hossack
                                           Sherryl W. Hossack under Power of 
                                           Attorney

PRIOR HOLDERS:

SHAREHOLDER:
            ----------------------
By:
   --------------------------------
Print Name:
           ------------------------
Title:
      -----------------------------


                    INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


<PAGE>


IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND RESTATED
INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph
hereof.


COMPANY:                                   PURCHASERS:

OMNICELL.COM                               ABS CAPITAL PARTNERS III, L. P.
                                           BY:  ABS PARTNERS III, LLC
                                           ITS:  GENERAL PARTNER


Signature:                                 By:
          -------------------------           ---------------------------------
            Earl E. Fry                                John D. Stobo, Jr.
            Vice President and Chief                     Managing Member
            Financial Officer


                                           GREGORY P. SANDS

                                           By: /s/ Gregory P. Sands


PRIOR HOLDERS:

SHAREHOLDER:
            ----------------------
By:
   --------------------------------
Print Name:
           ------------------------
Title:
      -----------------------------


                    INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


<PAGE>


IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND RESTATED
INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph
hereof.


COMPANY:                                   PURCHASERS:

OMNICELL.COM                               ABS CAPITAL PARTNERS III, L. P.
                                           BY:  ABS PARTNERS III, LLC
                                           ITS:  GENERAL PARTNER


Signature:                                 By:
          -------------------------           ---------------------------------
            Earl E. Fry                                John D. Stobo, Jr.
            Vice President and Chief                     Managing Member
            Financial Officer


                                           LAWRENCE EBRINGER

                                           By: /s/ Lawrence Ebringer


PRIOR HOLDERS:

SHAREHOLDER:
            ----------------------
By:
   --------------------------------
Print Name:
           ------------------------
Title:
      -----------------------------


                    INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


<PAGE>


IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND RESTATED
INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph
hereof.


COMPANY:                                   PURCHASERS:

OMNICELL.COM                               ABS CAPITAL PARTNERS III, L. P.
                                           BY:  ABS PARTNERS III, LLC
                                           ITS:  GENERAL PARTNER


Signature:                                 By:
          -------------------------           ---------------------------------
            Earl E. Fry                                John D. Stobo, Jr.
            Vice President and Chief                     Managing Member
            Financial Officer


                                           JAMES C. GAITHER

                                           By: /s/ Sherryl W. Hossack
                                           Sherryl W. Hossack under Power of 
                                           Attorney

PRIOR HOLDERS:

SHAREHOLDER:
            ----------------------
By:
   --------------------------------
Print Name:
           ------------------------
Title:
      -----------------------------


                    INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


<PAGE>


IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND RESTATED
INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph
hereof.


COMPANY:                                   PURCHASERS:

OMNICELL.COM                               ABS CAPITAL PARTNERS III, L. P.
                                           BY:  ABS PARTNERS III, LLC
                                           ITS:  GENERAL PARTNER


Signature:                                 By:
          -------------------------           ---------------------------------
            Earl E. Fry                                John D. Stobo, Jr.
            Vice President and Chief                     Managing Member
            Financial Officer


                                           RONALD L. PERKINS

                                           By: /s/ Sherryl W. Hossack
                                           Sherryl W. Hossack under Power of 
                                           Attorney

PRIOR HOLDERS:

SHAREHOLDER:
            ----------------------
By:
   --------------------------------
Print Name:
           ------------------------
Title:
      -----------------------------


                    INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


<PAGE>


IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND RESTATED
INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph
hereof.


COMPANY:                                   PURCHASERS:

OMNICELL.COM                               ABS CAPITAL PARTNERS III, L. P.
                                           BY:  ABS PARTNERS III, LLC
                                           ITS:  GENERAL PARTNER


Signature:                                 By:
          -------------------------           ---------------------------------
            Earl E. Fry                                John D. Stobo, Jr.
            Vice President and Chief                     Managing Member
            Financial Officer


                                           WELLS FARGO BANK, TRUSTEE
                                           SHV M/P/T FBO SHERRYL W. HOSSACK

                                           By: /s/ Vicki M. Bandel
                                                    Vicki M. Bandel
                                                    Asst. V.P. and Trust Officer

                                           By: /s/ S. Matson
                                                    S. Matson
                                                    Asst. V.P. and Trust Officer
PRIOR HOLDERS:

SHAREHOLDER:
            ----------------------
By:
   --------------------------------
Print Name:
           ------------------------
Title:
      -----------------------------


                    INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


<PAGE>


IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND RESTATED
INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph
hereof.


COMPANY:                                   PURCHASERS:

OMNICELL.COM                               ABS CAPITAL PARTNERS III, L. P.
                                           BY:  ABS PARTNERS III, LLC
                                           ITS:  GENERAL PARTNER


Signature:                                 By:
          -------------------------           ---------------------------------
            Earl E. Fry                                John D. Stobo, Jr.
            Vice President and Chief                     Managing Member
            Financial Officer


                                           WELLS FARGO BANK, TRUSTEE
                                           SHV M/P/T FBO MICHELE Y. PHUA

                                           By: /s/ Vicki M. Bandel
                                                    Vicki M. Bandel
                                                    Asst. V.P. and Trust Officer

                                           By: /s/ S. Matson
                                                    S. Matson
                                                    Asst. V.P. and Trust Officer

PRIOR HOLDERS:

SHAREHOLDER:
            ----------------------
By:
   --------------------------------
Print Name:
           ------------------------
Title:
      -----------------------------


                    INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


<PAGE>


IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND RESTATED
INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph
hereof.


COMPANY:                                   PURCHASERS:

OMNICELL.COM                               ABS CAPITAL PARTNERS III, L. P.
                                           BY:  ABS PARTNERS III, LLC
                                           ITS:  GENERAL PARTNER


Signature:                                 By:
          -------------------------           ---------------------------------
            Earl E. Fry                                John D. Stobo, Jr.
            Vice President and Chief                     Managing Member
            Financial Officer


                                           GENSTAR INVESTMENT CORPORATION

                                           By: /s/ Richard D. Paterson

                                           Name: Richard D. Paterson

                                           Title: Executive Vice President

PRIOR HOLDERS:

SHAREHOLDER:
            ----------------------
By:
   --------------------------------
Print Name:
           ------------------------
Title:
      -----------------------------


                    INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


<PAGE>


IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND RESTATED
INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph
hereof.


COMPANY:                                   PURCHASERS:

OMNICELL.COM                               ABS CAPITAL PARTNERS III, L. P.
                                           BY:  ABS PARTNERS III, LLC
                                           ITS:  GENERAL PARTNER


Signature:                                 By:
          -------------------------           ---------------------------------
            Earl E. Fry                                John D. Stobo, Jr.
            Vice President and Chief                     Managing Member
            Financial Officer


                                           NAS PARTNERS I

                                           By: /s/ Randall A. Hack

                                           Name: Randall A. Hack

                                           Title: Member

PRIOR HOLDERS:

SHAREHOLDER:
            ----------------------
By:
   --------------------------------
Print Name:
           ------------------------
Title:
      -----------------------------


                    INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


<PAGE>


IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND RESTATED
INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph
hereof.


COMPANY:                                   PURCHASERS:

OMNICELL.COM                               ABS CAPITAL PARTNERS III, L. P.
                                           BY:  ABS PARTNERS III, LLC
                                           ITS:  GENERAL PARTNER


Signature:                                 By:
          -------------------------           ---------------------------------
            Earl E. Fry                                John D. Stobo, Jr.
            Vice President and Chief                     Managing Member
            Financial Officer


                                           NASSAU CAPITAL PARTNERS

                                           By: /s/ Randall A. Hack

                                           Name: Randall A. Hack

                                           Title: Member

PRIOR HOLDERS:

SHAREHOLDER:
            ----------------------
By:
   --------------------------------
Print Name:
           ------------------------
Title:
      -----------------------------


                    INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


<PAGE>


IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND RESTATED
INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph
hereof.


COMPANY:                                   PURCHASERS:

OMNICELL.COM                               ABS CAPITAL PARTNERS III, L. P.
                                           BY:  ABS PARTNERS III, LLC
                                           ITS:  GENERAL PARTNER


Signature:                                 By:
          -------------------------           ---------------------------------
            Earl E. Fry                                John D. Stobo, Jr.
            Vice President and Chief                     Managing Member
            Financial Officer


                                           FRED A. DOTZLER

                                           By: /s/ Fred Dotzler
                                                  Fred Dotzler
                                                  as an individual

PRIOR HOLDERS:

SHAREHOLDER:
            ----------------------
By:
   --------------------------------
Print Name:
           ------------------------
Title:
      -----------------------------


                    INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


<PAGE>


IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND RESTATED
INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph
hereof.


COMPANY:                                   PURCHASERS:

OMNICELL.COM                               ABS CAPITAL PARTNERS III, L. P.
                                           BY:  ABS PARTNERS III, LLC
                                           ITS:  GENERAL PARTNER


Signature:                                 By:
          -------------------------           ---------------------------------
            Earl E. Fry                                John D. Stobo, Jr.
            Vice President and Chief                     Managing Member
            Financial Officer


                                           COMMERCE ONCE, INC.

                                           By: /s/ Robert M. Tarkoff

                                           Name: Robert M. Tarkoff

                                           Title: Senior VP & General Counsel

PRIOR HOLDERS:

SHAREHOLDER:
            ----------------------
By:
   --------------------------------
Print Name:
           ------------------------
Title:
      -----------------------------


                    INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


<PAGE>


IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND RESTATED
INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph
hereof.


COMPANY:                                   PURCHASERS:

OMNICELL.COM                               ABS CAPITAL PARTNERS III, L. P.
                                           BY:  ABS PARTNERS III, LLC
                                           ITS:  GENERAL PARTNER


Signature:                                 By:
          -------------------------           ---------------------------------
            Earl E. Fry                                John D. Stobo, Jr.
            Vice President and Chief                     Managing Member
            Financial Officer


                                           FFT PARTNERS II, L.P.

                                           By: FFT GP II, LLC

                                           Its: General Partner

                                           By: /s/ Carlos A. Ferrer
                                                  Carlos A. Ferrer
                                                  Member

PRIOR HOLDERS:

SHAREHOLDER:
            ----------------------
By:
   --------------------------------
Print Name:
           ------------------------
Title:
      -----------------------------


                    INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND
RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first
paragraph hereof.

COMPANY:                               PURCHASERS:

OMNICELL.COM                           ABS CAPITAL PARTNERS III, L.P.
                                       BY:  ABS PARTNERS III, LLC
                                       ITS: GENERAL PARTNER

By:________________________________    By:________________________________
                                                John D. Stobo, Jr.
                                                Managing Member

                                       PURCHASER:_________________________

                                       By:________________________________

                                       Name:______________________________

                                       Title:_____________________________

PRIOR HOLDERS:

SHAREHOLDER: PANTHEON INTERNATIONAL PARTICIPATIONS

By: /s/ R.M. Swire
   --------------------------------

Print Name: R.M. Swire
           ------------------------

Title:            Director         
      -----------------------------

                    INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND
RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first
paragraph hereof.

COMPANY:                               PURCHASERS:

OMNICELL.COM                           ABS CAPITAL PARTNERS III, L.P.
                                       BY:  ABS PARTNERS III, LLC
                                       ITS:  GENERAL PARTNER

By:________________________________    By:________________________________
                                                John D. Stobo, Jr.
                                                Managing Member

                                       PURCHASER:_________________________

                                       By:________________________________

                                       Name:______________________________

                                       Title:_____________________________

PRIOR HOLDERS:

SHAREHOLDER: SEQUOIA CAPITAL VI
             SEQUOIA TECHNOLOGY PARTNERS VI
             SEQUOIA 1995

By: /s/ Thomas F. Stephenson                         
   --------------------------------

Print Name: Thomas F. Stephenson                     
           ------------------------

Title:_____________________________


                    INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND
RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first
paragraph hereof.

COMPANY:                               PURCHASERS:

OMNICELL.COM                           ABS CAPITAL PARTNERS III, L.P.
                                       BY:  ABS PARTNERS III, LLC
                                       ITS:  GENERAL PARTNER

By:________________________________    By:________________________________
                                                John D. Stobo, Jr.
                                                Managing Member

                                       PURCHASER:_________________________

                                       By:________________________________

                                       Name:______________________________

                                       Title:_____________________________


PRIOR HOLDERS:

SHAREHOLDER: TIMOTHY J. AND OVEL G. SHEEHAN

By: /s/ Timothy J. Sheehan                           
   --------------------------------

Print Name: Timothy J. Sheehan                       
           ------------------------

Title:            Trustee                            
      -----------------------------

                    INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND
RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first
paragraph hereof.

COMPANY:                               PURCHASERS:

OMNICELL.COM                           ABS CAPITAL PARTNERS III, L.P.
                                       BY:  ABS PARTNERS III, LLC
                                       ITS:  GENERAL PARTNER

By:________________________________    By:________________________________
                                                John D. Stobo, Jr.
                                                Managing Member

                                       PURCHASER:_________________________

                                       By:________________________________

                                       Name:______________________________

                                       Title:_____________________________


PRIOR HOLDERS:

SHAREHOLDER: Dennis J. Sheehan

By: /s/ Dennis J. Sheehan                            
-----------------------------------

Print Name: Dennis J. Sheehan                        
-----------------------------------

Title:_____________________________
     

                    INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND
RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first
paragraph hereof.

COMPANY:                               PURCHASERS:

OMNICELL.COM                           ABS CAPITAL PARTNERS III, L.P.
                                       BY:  ABS PARTNERS III, LLC
                                       ITS:  GENERAL PARTNER

By:________________________________    By:________________________________
                                                John D. Stobo, Jr.
                                                Managing Member

                                       PURCHASER:_________________________

                                       By:________________________________

                                       Name:______________________________

                                       Title:_____________________________


PRIOR HOLDERS:

SHAREHOLDER: MATTHEW J. SHEEHAN

By: /s/ Dennis J. Sheehan                            
   --------------------------------

Print Name: Dennis J. Sheehan                        
           ------------------------

Title:            Custodian                          
      -----------------------------

                    INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND
RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first
paragraph hereof.

COMPANY:                               PURCHASERS:

OMNICELL.COM                           ABS CAPITAL PARTNERS III, L.P.
                                       BY:  ABS PARTNERS III, LLC
                                       ITS:  GENERAL PARTNER

By:________________________________    By:________________________________
                                                John D. Stobo, Jr.
                                                Managing Member

                                       PURCHASER:_________________________

                                       By:________________________________

                                       Name:______________________________

                                       Title:_____________________________


PRIOR HOLDERS:

SHAREHOLDER: DENNIS AND SHARON SHEEHAN

By: /s/ Dennis J. Sheehan                            
   --------------------------------

Print Name: Dennis J. Sheehan                        
           ------------------------

Title:_____________________________


                    INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND
RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first
paragraph hereof.

COMPANY:                               PURCHASERS:

OMNICELL.COM                           ABS CAPITAL PARTNERS III, L.P.
                                       BY:  ABS PARTNERS III, LLC
                                       ITS:  GENERAL PARTNER

By:________________________________    By:________________________________
                                                John D. Stobo, Jr.
                                                Managing Member

                                       PURCHASER:_________________________

                                       By:________________________________

                                       Name:______________________________

                                       Title:_____________________________


PRIOR HOLDERS:

SHAREHOLDER: ERIC F. SHEEHAN

By: /s/ Dennis J. Sheehan                            
   --------------------------------

Print Name: Dennis J. Sheehan                        
           ------------------------

Title:            Custodian                          
      -----------------------------


                    INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND
RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first
paragraph hereof.

COMPANY:                               PURCHASERS:

OMNICELL.COM                           ABS CAPITAL PARTNERS III, L.P.
                                       BY:  ABS PARTNERS III, LLC
                                       ITS:  GENERAL PARTNER

By:________________________________    By:________________________________
                                                John D. Stobo, Jr.
                                                Managing Member

                                       PURCHASER:_________________________

                                       By:________________________________

                                       Name:______________________________

                                       Title:_____________________________


PRIOR HOLDERS:

SHAREHOLDER: BENJAMIN SHEEHAN

By: /s/ Dennis J. Sheehan                            
   --------------------------------

Print Name: Dennis J. Sheehan                        
           ------------------------

Title:            Custodian                          
      -----------------------------


                    INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND
RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first
paragraph hereof.

COMPANY:                               PURCHASERS:

OMNICELL.COM                           ABS CAPITAL PARTNERS III, L.P.
                                       BY:  ABS PARTNERS III, LLC
                                       ITS:  GENERAL PARTNER

By:________________________________    By:________________________________
                                                John D. Stobo, Jr.
                                                Managing Member

                                       PURCHASER:_________________________

                                       By:________________________________

                                       Name:______________________________

                                       Title:_____________________________


PRIOR HOLDERS:

SHAREHOLDER: SHARON A. SHEEHAN

By: /s/ Sharon A. Sheehan                            
   --------------------------------

Print Name: Sharon A. Sheehan                        
           ------------------------

Title:_____________________________


                    INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND
RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first
paragraph hereof.

COMPANY:                               PURCHASERS:

OMNICELL.COM                           ABS CAPITAL PARTNERS III, L.P.
                                       BY:  ABS PARTNERS III, LLC
                                       ITS:  GENERAL PARTNER

By:________________________________    By:________________________________
                                                John D. Stobo, Jr.
                                                Managing Member

                                       PURCHASER:_________________________

                                       By:________________________________

                                       Name:______________________________

                                       Title:_____________________________


PRIOR HOLDERS:

SHAREHOLDER: SUTTER HILL VENTURES, A CALIFORNIA LIMITED PARTNERSHIP

By: /s/ William H. Younger, Jr.                      
   --------------------------------

Print Name: William H. Younger, Jr.                  
           ------------------------

Title:   Managing Director Of The General Partner
      -------------------------------------------

                    INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND
RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first
paragraph hereof.

COMPANY:                               PURCHASERS:

OMNICELL.COM                           ABS CAPITAL PARTNERS III, L.P.
                                       BY:  ABS PARTNERS III, LLC
                                       ITS:  GENERAL PARTNER

By:________________________________    By:________________________________
                                                John D. Stobo, Jr.
                                                Managing Member

                                       PURCHASER:_________________________

                                       By:________________________________

                                       Name:______________________________

                                       Title:_____________________________


PRIOR HOLDERS:

SHAREHOLDER: TOW PARTNERS, L.P.

By: /s/ Paul M. Wythes                               
   --------------------------------

Print Name: Paul M. Wythes                           
           ------------------------

Title:   General Partner                    
      -----------------------------

                    INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND
RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first
paragraph hereof.

COMPANY:                               PURCHASERS:

OMNICELL.COM                           ABS CAPITAL PARTNERS III, L.P.
                                       BY:  ABS PARTNERS III, LLC
                                       ITS:  GENERAL PARTNER

By:________________________________    By:________________________________
                                                John D. Stobo, Jr.
                                                Managing Member

                                       PURCHASER:_________________________

                                       By:________________________________

                                       Name:______________________________

                                       Title:_____________________________


PRIOR HOLDERS:

SHAREHOLDER: William H. Younger, Jr.

By: /s/ William H. Younger, Jr.                      
   --------------------------------

Print Name: William H. Younger, Jr.                  
           ------------------------

Title:_____________________________


                    INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND
RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first
paragraph hereof.

COMPANY:                               PURCHASERS:

OMNICELL.COM                           ABS CAPITAL PARTNERS III, L.P.
                                       BY:  ABS PARTNERS III, LLC
                                       ITS:  GENERAL PARTNER

By:________________________________    By:________________________________
                                                John D. Stobo, Jr.
                                                Managing Member

                                       PURCHASER:_________________________

                                       By:________________________________

                                       Name:______________________________

                                       Title:_____________________________


PRIOR HOLDERS:

SHAREHOLDER: THE YOUNGER LIVING TRUST

By: /s/ William H. Younger, Jr.                      
   --------------------------------

Print Name: William H. Younger, Jr.                  
           ------------------------

Title:   Trustee                                     
      -----------------------------

                    INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed this AMENDED 
AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first 
paragraph hereof.

COMPANY:                               PURCHASERS:

OMNICELL.COM                           ABS CAPITAL PARTNERS III, L.P.
                                       BY:  ABS PARTNERS III, LLC
                                       ITS:  GENERAL PARTNER

Signature:_________________________    By:________________________________
           Earl E. Fry                           John D. Stobo, Jr.
           Vice President and                    Managing Member
           Chief Financial Officer


                                       SUTTER HILL VENTURES,
                                       A CALIFORNIA LIMITED PARTNERSHIP

                                       By: /s/ William H. Younger, Jr.

                                       Name: William H. Younger, Jr.
                                             Managing Director of 
                                             the General Partner

PRIOR HOLDERS:

SHAREHOLDER:_______________________

By:________________________________

Print Name:________________________

Title:_____________________________


                    INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed this AMENDED 
AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first 
paragraph hereof.

COMPANY:                               PURCHASERS:

OMNICELL.COM                           ABS CAPITAL PARTNERS III, L.P.
                                       BY:  ABS PARTNERS III, LLC
                                       ITS:  GENERAL PARTNER

Signature:_________________________    By:________________________________
           Earl E. Fry                           John D. Stobo, Jr.
           Vice President and                    Managing Member
           Chief Financial Officer


                                       SUTTER HILL ENTREPRENEURS FUND (AI), L.P.

                                       By: /s/ William H. Younger, Jr.

                                       Name: William H. Younger, Jr.
                                             Managing Director of 
                                             the General Partner

PRIOR HOLDERS:

SHAREHOLDER:_______________________

By:________________________________

Print Name:________________________

Title:_____________________________


                    INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE


<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed this AMENDED 
AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first 
paragraph hereof.

COMPANY:                               PURCHASERS:

OMNICELL.COM                           ABS CAPITAL PARTNERS III, L.P.
                                       BY:  ABS PARTNERS III, LLC
                                       ITS:  GENERAL PARTNER

Signature:_________________________    By:________________________________
           Earl E. Fry                           John D. Stobo, Jr.
           Vice President and                    Managing Member
           Chief Financial Officer


                                       SUTTER HILL ENTREPRENEURS FUND (QP), L.P.

                                       By: /s/ William H. Younger, Jr.

                                       Name: William H. Younger, Jr.
                                             Managing Director of 
                                             the General Partner


PRIOR HOLDERS:

SHAREHOLDER:_______________________

By:________________________________

Print Name:________________________

Title:_____________________________


                    INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE




<PAGE>
 
                                                                     EXHIBIT 4.3

     THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
     1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED
     IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO
     OR AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY
     SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED
     UNDER THE SECURITIES ACT OF 1933.

                               WARRANT AGREEMENT

             To Purchase Shares of the Series C Preferred Stock of

                          OmniCell Technologies, Inc.

                        Dated as of September 30, 1993

     Whereas, OmniCell Technologies, Inc., a California corporation (the
"Company") has entered into a Master Lease Agreement dated as of September 30,
1993, Equipment Schedule No. VL-1, and related Summary Equipment Schedules (the
"Leases") with COMDISCO, Inc., a Delaware corporation (the "Warrantholder"); and

     Whereas, the Company desires to grant to Warrantholder, in consideration
for such Leases, the right to purchase shares of its Series C Preferred Stock;

     Now, Therefore, in consideration of the Warrantholder executing and
delivering such Leases and in consideration of mutual covenants and agreements
contained herein, the Company and Warrantholder certify and agree as follows:

1.   GRANT OF THE RIGHT
 TO PURCHASE PREFERRED STOCK.

     For value received, the Company hereby grants to the Warrantholder, and the
Warrantholder is entitled, upon the terms and subject to the conditions
hereinafter set forth, to subscribe for and purchase, from the Company 12,500
fully paid and non-assessable shares of the Company's Series C Preferred Stock
("Preferred Stock") The exercise price ("Exercise Price") shall be equal to
$1.60 per share.  Notwithstanding the above, if the Company completes the Series
D Preferred Stock financing ("Next Round") by December 1, 1993, then this
Warrant shall be exercisable for 9,217 fully paid and assessable shares of the
Company's Series D Preferred Stock at the an Exercise Price equal to $2.17 per
share.  The number and purchase price of such shares are subject to adjustment
as provided in Section 8 hereof.

2.   TERM OF THE WARRANT AGREEMENT.

     Except as otherwise provided for herein, the term of this Warrant Agreement
and the right to purchase Preferred Stock as granted herein shall commence on
the date of execution hereof and shall be exercisable for a period of (i) seven
(7) years after the date of execution hereof, or (ii) three (3) years from the
effective date of the Company's initial public offering (the "IPO") whichever is
longer.

     Notwithstanding the term of this Warrant Agreement fixed pursuant to
Section 2 hereof, the right to purchase Preferred Stock as granted herein shall
expire, if not previously exercised

                                       1.



<PAGE>
 
immediately upon the closing of a merger or consolidation of the Company with or
into another corporation when the Company is not the surviving corporation, or
the sale of all or substantially all of the Company's properties and assets or
outstanding stock to any other person (the "Merger"), provided in which
Warrantholder realizes a value for its shares equal to or greater than $6.40 per
share.

     Notwithstanding anything to the contrary in this Warrant Agreement, the
rights to purchase the Company's Preferred Stock shall not expire until the
Company complies with such notice provisions.  Such notice shall also contain
such details of the proposed Merger as are reasonable in the circumstances.  If
such closing does not take place, the Company shall promptly notify the
Warrantholder that such proposed transaction has been terminated, and the
Warrantholder may rescind any exercise of its purchase rights promptly after
such notice of termination of the proposed transaction.  In the event of such
rescission, the Warrants will continue to be exercisable on the same terms and
conditions contained herein.

3.   EXERCISE OF THE PURCHASE RIGHTS.

     The purchase rights set forth in this Warrant Agreement are exercisable by
the Warrantholder, in whole or in part, at any time, or from time to time, prior
to the expiration of the term set forth in Section 2 above, by tendering to the
Company at its principal office a notice of exercise in the form attached hereto
as Exhibit I (the "Notice of Exercise"), duly completed and executed.  Upon
receipt of the Notice of Exercise and the payment of the purchase price in
accordance with the terms set forth below, the Company shall issue to the
Warrantholder a certificate for the number of shares of Preferred Stock
purchased and shall execute the Notice of Exercise indicating the number of
shares which remain subject to future purchases, if any.

     Notwithstanding anything to the contrary contained in Section 2 above or
this Section 3, the Warrantholder shall either (i) exercise all outstanding
warrants by paying to the Company, by cash or check, an amount equal to the
aggregate Warrant Price of the shares being purchased, or (ii) receive shares
equal to the value (as determined below) of this Warrant by surrender of the
Warrant at the principal office of the Company together with notice of such
election in which event the Company shall issue to the Warrantholder a number of
shares of Preferred computed using the following formula:

        X = Y(A-B)
            ------
               A

Where:  X = The number of shares of Preferred to be issued to the Warrantholder.

        Y = The number of shares of Preferred under this Warrant.

        A = The fair market value of one share of Common.

        B = The Exercise Price.

     As used herein, current fair market value of Common Stock shall mean with
respect to each share of Common Stock the average of the closing prices of the
Company's Common Stock sold on all securities exchanges on which the Common
Stock may at the time be listed, or, if

                                       2.



<PAGE>
 
there have been no sales on any such exchange on any day, the average of the
highest bid and lowest asked prices on all such exchanges at the end of such
day, or, if on any day the Common Stock is not so listed, the average of the
representative bid and asked prices quoted in the NASDAQ System as of 4:00 p.m.,
New York City time, or, if on any day the Common Stock is not quoted in the
NASDAQ System, the average of the highest bid and lowest asked price on such day
in the domestic over-the-counter market as reported by the National Quotation
Bureau, Incorporated, or any similar successor organization, in each such case
averaged over a period of 21 days consisting of the day as of which the current
fair market value of Common Stock is being determined and the 20 consecutive
business days prior to such day. If at any time the Common Stock is not listed
on any securities exchange or quoted in the NASDAQ System or the over-the-
counter market, the current fair market value of Preferred Stock shall be the
highest price per share which the Company could obtain from a willing buyer (not
a current employee or director) for shares of Preferred Stock sold by the
Company, from authorized but unissued shares, as determined in good faith by the
Board of Directors of the Company, unless (i) the Company shall become subject
to a merger, acquisition or other consolidation pursuant to which the Company is
not the surviving party, in which case the current fair market value of the
Stock shall be deemed to be the value received by the holders of the Company's
Stock for each share of Stock pursuant to the Company's acquisition; or (ii) the
Warrantholder shall purchase such shares in conjunction with the initial
underwritten public offering of the Company's Common Stock pursuant to a
registration statement filed under the Securities Act of 1933, in which case,
the fair market value of the shares of stock subject to this Warrant shall be
the price at which all registered shares are sold to the public in such
offering.

4.   RESERVATION OF SHARES.

     (a) Authorization and Reservation of Shares. During the term of this
Warrant Agreement, the Company will at all times have authorized and reserved a
sufficient number of shares of its Preferred Stock to provide for the exercise
of the rights to purchase Preferred Stock as provided for herein.

     (b) Registration or Listing. If any shares of Preferred Stock required to
be reserved for purposes of exercise of the Warrant Agreement hereunder require
registration with or approval of any governmental authority under any Federal or
State law (other than any registration under the Securities Act of 1933, as then
in effect, or any similar Federal statute then enforced, or any state securities
law, required by reason of any transfer involved in such conversion), or listing
on any domestic securities exchange, before such shares may be issued upon
conversion, the Company will, at its expense and as expeditiously as possible,
use its best efforts to cause such shares to be duly registered, listed or
approved for listing on such domestic securities exchange, as the case may be.

5.   NO FRACTIONAL SHARES OR SCRIP.

     No fractional shares or scrip representing fractional shares shall be
issued upon the exercise of the Warrantholder's rights to purchase Preferred
Stock, but in lieu of such fractional shares the Company shall make a cash
payment therefor upon the basis of the Exercise Price then in effect.

                                       3.



<PAGE>
 
6.   NO RIGHTS AS SHAREHOLDERS.

     This Warrant Agreement does not entitle the Warrantholder to any voting
rights or other rights as a shareholder of the Company prior to the exercise of
the Warrantholder's rights to purchase Preferred Stock as provided for herein.

7.   WARRANTHOLDER REGISTRY.

     The Company shall maintain a registry showing the name and address of the
registered holder of this Warrant Agreement.

8.   ADJUSTMENT RIGHTS.

     The purchase price per share, the number of shares of Preferred Stock
purchasable hereunder are subject to adjustment from time to time, as follows:

     (a) Merger and Sale of Assets.  If at any time there shall be a capital
reorganization of the shares of the Company's stock (other than a combination,
reclassification, exchange or subdivision of shares otherwise provided for
herein), or a merger or consolidation of the Company with or into another
corporation when the Company is not the surviving corporation, or the sale of
all or substantially all of the Company's properties and assets to any other
person, (other than a Merger) then, as a part of such reorganization, merger,
consolidation or sale, lawful provision shall be made so that the Warrantholder
shall thereafter be entitled to receive upon exercise of its rights to purchase
Preferred Stock, the number of shares of Preferred Stock or other securities of
the successor corporation resulting from such merger or consolidation, to which
a holder of the Preferred Stock deliverable upon exercise of the right to
purchase Preferred Stock hereunder would have been entitled in such capital
reorganization, merger, consolidation or sale if the right to purchase such
Preferred Stock hereunder had been exercised immediately prior to such capital
reorganization, merger, consolidation or sale.  In any such case, appropriate
adjustment (as determined in good faith by the Company's Board of Directors)
shall be made in the application of the provisions of this Warrant Agreement
with respect to the rights and interest of the Warrantholder after the
reorganization, merger, consolidation or sale to the end that the provisions of
this Warrant Agreement (including adjustments of the Exercise Price and number
of shares of Preferred Stock purchasable pursuant to the terms and conditions of
this Warrant Agreement) shall be applicable after that event, as near as
reasonably may be, in relation to any shares deliverable after that event upon
the exercise of the Warrantholder's rights to purchase Preferred Stock pursuant
to this Warrant Agreement.

     (b) Reclassification of Shares.  If the Company at any time shall, by
combination, reclassification, exchange or subdivision of securities or
otherwise, change any of the securities as to which purchase rights under this
Warrant Agreement exist into the same or a different number of securities of any
other class or classes, this Warrant Agreement shall thereafter represent the
right to acquire such number and kind of securities as would have been issuable
as the result of such change with respect to the securities which were subject
to the purchase rights under this Warrant Agreement immediately prior to such
combination, reclassification, exchange, subdivision or other change.

                                       4.



<PAGE>
 
     (c) Subdivision or Combination of Shares.  If the Company at any time shall
combine or subdivide its Preferred Stock, the Exercise Price shall be
proportionately decreased in the case of a subdivision, or proportionately
increased in the case of a combination.

     (d) Right to Purchase Additional Stock.  If, for any reason, the total
Warrantholder's cost of equipment leased pursuant to the Leases should exceed
$200,000.00, Warrantholder shall have the right to purchase from the Company, at
the Exercise Price per share specified in Section 1 (which price may be subject
to adjustment from time to time as provided for in this Section 8), an
additional number of shares of Series C Preferred Stock, which number shall be
determined by (i) multiplying the amount by which the Warrantholder's total
equipment cost exceeds $200,000.00 by 10% and (ii) dividing the product thereof
by the Exercise Price per share referenced above.

     (e) Notice of Adjustments. In the event that: (i) the Company shall declare
any dividend or distribution upon its stock, whether in cash, property, stock or
other securities; (ii) the Company shall offer for subscription prorata to the
holders of any class of its Preferred or other convertible stock any additional
shares of stock of any class or other rights; (iii) there shall be any capital
reorganization, reclassification, consolidation, merger or sale of all or
substantially all of the Company's assets; or (iv) there shall be any voluntary
or involuntary dissolution, liquidation or winding up of the Company; then, in
connection with each such event, the Company shall send to the Warrantholder:

         (i)    At least 20 days' prior written notice of the date on which the
books of the Company shall close or a record shall be taken for such dividend,
distribution, subscription rights (specifying the date on which the holders of
Preferred Stock shall be entitled thereto) or for determining rights to vote in
respect of such capital reorganization, reclassification, consolidation, merger
or sale of all or substantially all of the Company's assets, dissolution,
liquidation or winding up; and

         (ii)   In the case of any such capital reorganization, reclassification
consolidation, merger or sale of all or substantially all of the Company's
assets, dissolution, liquidation or winding up, at least 20 days' prior written
notice of the date when the same shall take place (and specifying the date on
which the holders of Preferred Stock shall be entitled to exchange their
Preferred Stock for securities or other property deliverable upon such capital
reorganization, reclassification, consolidation, merger or sale of all or
substantially all of the Company's assets, dissolution, liquidation or winding
up).

     Each such written notice shall set forth, in reasonable detail, (i) the
event requiring the adjustment, (ii) the amount of the adjustment, (iii) the
method by which such adjustment was calculated, (iv) the Exercise Price, and (v)
the number of shares subject to purchase hereunder after giving effect to such
adjustment, and shall be given by first class mail, postage prepaid, addressed
to the Warrantholder, at the address as shown on the books of the Company.

     (f) Registration and Listing. The Company will take all such actions as may
be necessary to assure that all shares of Preferred Stock issuable pursuant to
this Warrant Agreement may be so issued without violation of any applicable law
or regulation or any requirements of any domestic stock exchange (except for
official notice of issuance, which will

                                       5.



<PAGE>
 
be immediately transmitted by the Company upon issuance) upon which shares of
Preferred Stock or other shares of the same class may be listed. The Company
will not take any action which will result in any adjustment of the number of
shares of Preferred Stock issuable upon exercise of this Warrant Agreement if
the total number of shares of Preferred Stock issuable after such action upon
exercise of the Warrant Agreement then outstanding, together with the total
number of shares of Preferred Stock then outstanding, would exceed the total
number of shares of Preferred Stock then authorized and not reserved for any
purpose other than the purpose of issue upon exercise of the Warrant Agreement.

9.   REPRESENTATIONS. WARRANTIES AND COVENANTS OF THE COMPANY.

     (a) Reservation of Preferred Stock.  The Preferred Stock issuable upon
exercise of the Warrantholder's rights has been duly and validly reserved and,
when issued in accordance with the provisions of this Warrant Agreement, will be
validly issued, fully paid and non-assessable, and will be free of any taxes,
liens, charges or encumbrances of any nature whatsoever; provided, however, that
the Preferred Stock issuable pursuant to this Warrant Agreement may be subject
to restrictions on transfer under state and/or Federal securities laws.  The
Company has made available to the Warrantholder true, correct and complete
copies of its Articles of Incorporation.  The issuance of certificates for
shares of Preferred Stock upon exercise of the Warrant Agreement shall be made
without charge to the Warrantholder for any issuance tax in respect thereof, or
other cost incurred by the Company in connection with such exercise and the
related issuance of shares of Preferred Stock; provided that the Company shall
not be required to pay any tax which may be payable in respect of any transfer
involved and the issuance and delivery of any certificate in a name other than
that of the Warrantholder.  The Company will not close its books against the
transfer of the Warrant Agreement or of any share of Preferred Stock issued or
issuable upon exercise of the Warrant and any agreement in any manner which
interferes with the timely exercise of the Warrant.

     (b) Due Authority. The execution and delivery by the Company of the Leases,
and this Warrant Agreement and the performance of all obligations of the Company
thereunder and hereunder, including the issuance to Warrantholder of the right
to acquire the shares of Preferred Stock set forth in Section 1 above (which
number of shares may be from time to time adjusted pursuant to the terms of
Section 8 above) have been duly authorized by all necessary corporate action on
the part of the Company, and the Leases and this Warrant Agreement are not
inconsistent with the Company's Certificate of Incorporation or By-Laws, do not
contravene any law or governmental rule, regulation or order applicable to it,
do not and will not contravene any provision of, or constitute a default under,
any indenture, mortgage, contract or other instrument to which it is a party or
by which it is bound, and the Leases and the Warrant Agreement constitute legal,
valid, and binding agreements of the Company, enforceable in accordance with
their respective terms, subject to applicable bankruptcy, insolvency and other
laws affecting creditor rights and to general principles of equity.

     (c) Consents and Approvals. No consent or approval of, giving of notice to,
registration with, or taking of any other action in respect of any state,
Federal or other governmental authority or agency is required with respect to
the execution, delivery and performance by the Company of its obligations under
this Warrant Agreement, except for the filing of notices pursuant to Regulation
D under the Securities Exchange Act of 1933, as

                                       6.



<PAGE>
 
amended, (the "1933 Act") and Section 25102(f) of the California Corporate
Securities Law, which filings will be effective by the time required thereby.

     (d) Litigation.  There are no actions, suits, audits, investigations or
proceedings pending or, to the knowledge of the Company, threatened against or
affecting the Company in any court or before any governmental commission, board
or authority which, if adversely determined, will have a material adverse effect
on the ability of the Company to perform its obligations under the Leases and
this Warrant Agreement.

     (e) Subsidiaries or Affiliates. The Company has no subsidiaries or
affiliated companies and does not otherwise own or control, directly or
indirectly, any other corporation, association or business entity.

     (f) Issued Securities.  All issued and outstanding shares of Common Stock,
Preferred Stock or any other securities of the Company have been duly authorized
and validly issued and are fully paid and nonassessable.  All outstanding shares
of Common Stock, Preferred Stock and any other securities were issued in full
compliance with all Federal and state securities laws.  In addition:

         (i)    The authorized capital of the Company consists of (A) 15,000,000
shares of Common Stock, of which 627,400 shares are issued and outstanding, and
(B) 5,000,000 shares of preferred stock, of which 300,000 shares are designated
Series A Preferred Stock and 300,000 are designated Series B Preferred Stock,
and 1,000,000 are designated Series C Preferred Stock. 240,000 shares of Series
A Preferred Stock are issued and outstanding and are convertible into 240,000
shares of Common Stock. 160,333 shares of Series B Preferred Stock are issued
and outstanding and are convertible into 160,333 shares of Common Stock. 850,000
shares of Series C Preferred Stock are issued and outstanding and are
convertible into 850,000 shares of Common Stock.

         (ii)   There are 460,000 shares of Common Stock authorized for issuance
pursuant to the Company's Incentive Stock Plan of which 218,000 shares have been
issued

         (iii)  There are no other options, warrants, conversion privileges or
other options or other rights presently outstanding to purchase or otherwise
acquire any authorized but unissued shares of the Company's capital stock or
other securities of the Company.

         (iv)   In accordance with the Company's Restated Articles of
Incorporation, no shareholder of the Company has preemptive rights to purchase
new issuances of the Company's capital stock.

     (g) Financial Statements. The Company has delivered to the Warrantholder
its unaudited Consolidated Balance Sheet and Consolidated Statement of Income
for the period ending August 31, 1993 (the "Financial Statements"). The
Financial Statements are complete and correct in all material respects and have
been prepared in accordance with generally accepted accounting principles
applied on a consistent basis throughout the periods indicated. The condition
and operating results of the Company as of the dates and during the periods
indicated therein are true and correct in all material aspects, subject as to
the Consolidated Finance Sheet and Consolidated Statement of income for the
period then ending August 31, 1993 to normal

                                       7.



<PAGE>
 
year-end audit adjustments. Since August 31, 1993 there has been no change in
the assets, liabilities, financial condition or operations of the Company from
that reflected in the Financial Statements other than changes in the ordinary
course of business which have not been, individually or in the aggregate,
materially adverse.

     The Company shall deliver to the Warrantholder (i) within one hundred
twenty (120) days after the end of the Company's fiscal year, statements of
income for such fiscal year, a consolidated balance sheet of the Company as of
the end of such year and consolidated statement of the sources and application
of funds for such year, which year-end financial reports shall be in reasonable
detail and certified by independent public accountants of nationally recognized
standing selected by the Company, and (ii) within forty-five (45) days after the
end of each fiscal quarter other than the last fiscal quarter, unaudited
consolidated statements of income and sources and application of funds for such
quarter and a consolidated balance sheet as of the end of such quarter.

     (h) Contingent and Absolute Liabilities.  The Company has no material
liabilities or obligations, absolute or contingent except the liabilities and
obligations of the Company as set forth in the Financial Statements and
liabilities and obligations which have occurred in the ordinary course of
business, and which have not been materially adverse.

     (i) Licenses, Patents and Copyrights. To the best of the Company's
knowledge, the Company owns, possesses, has access to, or can become licensed on
reasonable terms under, all patents, patent applications, trademarks, trade
names, inventions, franchises, licenses, permits, computer software and
copyrights necessary for the operation of its business as now conducted, with no
known infringement of, or conflict with, the rights of others.

     (j) Employee Contracts. To the best of the Company's knowledge, no employee
of the Company is in violation of any material term of any employment contract,
patent disclosure agreement or any other contract or agreement relating to the
relationship of any such employee with the Company or any prior employer because
of the nature of the business conducted by the Company.

     (k) Insurance. The Company has in full force and effect insurance policies,
with extended coverage, insuring the Company and its property and business
against such losses and risks, and in such amounts, as are customary for
corporations engaged in a similar business and similarly situated and as
otherwise may be required pursuant to the terms of any other contract or
agreement.

     (l) Other Commitments to Register Securities.  Except as set forth in this
Warrant Agreement, the Company is not, pursuant to the terms of any other
agreement currently in existence, under any obligation to register under the
1933 Act, any of its presently outstanding securities or any of its securities
which may hereafter be issued other than the shares of the outstanding Preferred
Stock of the Company.

     (m) Exempt Transaction.  Subject to the accuracy of the Warrantholder's
representations in Section 10 hereof, the issuance of the Preferred Stock upon
exercise of the Warrantholder's right to purchase such Preferred Stock will
constitute transactions exempt from

                                       8.



<PAGE>
 
(i) the registration requirements of Section 5 of the 1933 Act, in reliance upon
Section 4(2) thereof, and (ii) the qualification requirements of the California
Corporate Securities Law, in reliance upon Section 25102(f) thereof.

     (n) Compliance with Rule 144.  At the written request of the Warrantholder,
who proposes to sell Preferred Stock issuable upon the exercise of the Warrant
in compliance with Rule 144 promulgated by the Securities and Exchange
Commission under the 1933 Act, the Company shall furnish to the Warrantholder,
within ten days after receipt of such request, a written statement confirming
the Company's compliance with the filing requirements of the Securities and
Exchange Commission as set forth in such Rule, than applicable to the Company,
as such Rule may be amended from time to time.

     (o) Brokers' Fees. The Company has not incurred, and will not incur,
directly or indirectly, any liability for brokerage or finders' fees or agents'
commissions or any similar charges in connection with the Warrant Agreement or
any other transaction contemplated thereby.

     (p) Untrue, Misleading Statements.  No representation or warranty of the
Company contained in the Leases, and this Warrant Agreement or any certificate
or exhibit furnished or to be furnished to Warrantholder pursuant thereto or in
connection with the transactions contemplated thereby (when read together)
contains any untrue statement of a material fact or omits to state a material
fact necessary in order to make the statements contained therein not misleading.

10.  REPRESENTATIONS AND COVENANTS OF THE WARRANTHOLDER.

     This Warrant Agreement has been entered into by the Company in reliance
upon the following representations and covenants of the Warrantholder, which by
its execution hereof the Warrantholder hereby confirms:

     (a) Investment Purpose. The right to acquire Preferred Stock or the
Preferred Stock issuable upon exercise of the Warrantholder's rights contained
herein will be acquired for investment and not with a view to the sale or
distribution of any part thereof, and the Warrantholder has no present intention
of selling or engaging in any public distribution of the same except pursuant to
a registration or exemption.

     (b) Private Issue. The Warrantholder understands (i) that the Preferred
Stock issuable upon exercise of the Warrantholder's rights contained herein is
not registered under the 1933 Act or qualified under applicable state securities
laws on the ground that the issuance contemplated by this Warrant Agreement will
be exempt from the registration and qualifications requirements thereof, and
(ii) that the Company's reliance on such exemption is predicated on the
representations set forth in this Section 10.

     (c) Disposition of Warrantholder's Rights. In no event will the
Warrantholder make a disposition of any of its rights to acquire Preferred Stock
or Preferred Stock issuable upon exercise of such rights unless and until (i) it
shall have notified the Company of the proposed disposition, and (ii) if
requested by the Company, it shall have furnished the Company with an opinion of
counsel (which counsel may either be inside or outside counsel to the

                                       9.



<PAGE>
 
Warrantholder) satisfactory to the Company and its counsel to the effect that
(A) appropriate action necessary for compliance with the 1933 Act has been
taken, or (B) an exemption from the registration requirements of the 1933 Act is
available. Notwithstanding the foregoing, the restrictions imposed upon the
transferability of any of its rights to acquire Preferred Stock or Preferred
Stock issuable on the exercise of such rights do not apply to transfers from the
beneficial owner of any of the aforementioned securities to its nominee or from
such nominee to its beneficial owner, and shall terminate as to any particular
share of Preferred Stock when (1) such security shall have been effectively
registered under the 1933 Act and sold by the holder thereof in accordance with
such registration or (2) such security shall have been sold without registration
in compliance with Rule 144 under the 1933 Act, or (3) a letter shall have been
issued to the Warrantholder at its request by the staff of the Securities and
Exchange Commission or a ruling shall have been issued to the Warrantholder at
its request by such Commission stating that no action shall be recommended by
such staff or taken by such Commission, as the case may be, if such security is
transferred without registration under the 1933 Act in accordance with the
conditions set forth in such letter or ruling and such letter or ruling
specifies that no subsequent restrictions or transfer are required. Whenever the
restrictions imposed hereunder shall terminate, as hereinabove provided, the
Warrantholder or holder of a share of Preferred Stock then outstanding as to
which such restrictions have terminated shall be entitled to receive from the
Company, without expense to such holder, one or more new certificates for the
Warrant or for such shares of Preferred Stock not bearing any restrictive
legend.

     (d) Financial Risk.  The Warrantholder has such knowledge and experience in
financial and business matters as to be capable of evaluating the merits and
risks of its investment and has the ability to bear the economic risks of its
investment.

     (e) Risk of No Registration.  The Warrantholder understands that if the
Company does not register with the Securities and Exchange Commission pursuant
to Section 12 of the 1933 Act, or file reports pursuant to Section 15(d), of the
Securities Exchange Act of 1934 (the " 1934 Act"), or if a registration
statement covering the securities under the 1933 Act is not in effect when it
desires to sell (i) the rights to purchase Preferred Stock pursuant to this
Warrant Agreement, or (ii) the Preferred Stock issuable upon exercise of the
right to purchase, it may be required to hold such securities for an indefinite
period.  The Warrantholder also understands that any sale of its rights of the
Warrantholder to purchase Preferred Stock or Preferred Stock which might be made
by it in reliance upon Rule 144 under the 1933 Act may be made only in
accordance with the terms and conditions of that Rule.

11.  TRANSFERS.

     Subject to the terms and conditions contained in Section 10 hereof, this
Warrant Agreement and all rights hereunder are transferable in whole or in part
by the Warrantholder and any successor transferee, provided, however, that in no
event shall the number of transfers of the rights and interests in all of the
Warrants exceed three (3) transfers.  The transfer shall be recorded on the
books of the Company upon receipt by the Company of a notice of transfer in the
form attached hereto as Exhibit 11 (the "Transfer Notice"), at its principal
offices and the payment to the Company of all transfer taxes and other
governmental charges imposed on such transfer.

                                      10.



<PAGE>
 
12.  MISCELLANEOUS.

     (a) Effective Date.  The provisions of this Warrant Agreement shall be
construed and shall be given effect in all respects as if it had been executed
and delivered by the Company on the date hereof.  This Warrant Agreement shall
be binding upon any successors or assigns of the Company.

     (b) Attorneys' Fees.  In any litigation, arbitration or court proceeding
between the Company and the Warrantholder relating hereto, the prevailing party
shall be entitled to attorneys' fees and expenses and all costs of proceedings
incurred in enforcing this Warrant Agreement.

     (c) Governing Law. This Warrant Agreement shall be governed by and
construed for all purposes under and in accordance with the laws of the State of
California.

     (d) Counterparts.  This Warrant Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

     (e) Titles and Subtitles. The titles of the paragraphs and subparagraphs of
this Warrant Agreement are for convenience and are not to be considered in
construing this Agreement.

     (f) Notices.  Any notice required or permitted hereunder shall be given in
writing and shall be deemed effectively given upon personal delivery or upon
deposit in the United States mail, by registered or certified mail, addressed
(i) to the Warrantholder at 61___ North River Road, Rosemont, Illinois 60018,
attention: James Labe, President, Venture Leasing Division, cc: Legal
Department, and (ii) to the Company at 4640 Campbell Drive, Menlo Park,
California 94025 or at such other address as any such party may subsequently
designate by written notice to the other party.

     (g) Specific Performance.  The Company recognizes and agrees that the
Warrantholder will not have an adequate remedy if the Company fails to comply
with this Agreement and that damages will not be readily ascertainable, and the
Company expressly agrees that, in the event of such failure, it shall not oppose
an application by the Warrantholder or any other person entitled to the benefit
of this Agreement requiring specific performance of any or all provisions hereof
or enjoining the Company from continuing to commit any such breach of this
Agreement.

     (h) Survival.  The representations, warranties, covenants and conditions of
the respective parties contained herein or made pursuant to this Warrant
Agreement shall survive the execution and delivery of this Warrant Agreement.

     (i) Severability.  In the event any one or more of the provisions of this
Warrant Agreement shall for any reason be held invalid, illegal or
unenforceable, the remaining provisions of this Warrant Agreement shall be
unimpaired, and the invalid, illegal or unenforceable

                                      11.



<PAGE>
 
provision shall be replaced by a mutually acceptable valid, legal and
enforceable provision, which comes closest to the intention of the parties
underlying the invalid, illegal or unenforceable provision.

     (j) Amendments. Any provision of this Warrant Agreement may be amended by a
written instrument signed by the Company and by the Warrantholder.

     (k) Additional Documents.  The Company, upon execution of this Warrant
Agreement, shall provide the Warrantholder with certified resolutions with
respect to the representations, warranties and covenants set forth in
subparagraphs (a) through (f) and subparagraphs (1), (m) and (o) of Section 9
above and shall also supply such other documents as the Warrantholder may from
time to time reasonably request.

     In Witness Whereof, the parties hereto have caused this Warrant Agreement
to be executed by its officers thereunto duly authorized.

                                      Company:

                                      OmniCell Technologies Inc.

Dated: October 22, 1993               By: /s/ William H. Younger, Jr.
      --------------------------         --------------------------------

                                      Title:    Acting CFO
                                            -----------------------------

                                      Warrantholder:

                                      COMDISCO, Inc.

                                      By:________________________________

                                      Title:    President
                                            -----------------------------

                                      12.



<PAGE>
 
                                   Exhibit I
                              NOTICE OF EXERCISE

To:___________________________

(1)  The undersigned Warrantholder hereby elects to purchase ________ shares of
     the Preferred Stock of OMNICELL TECHNOLOGIES, INC., pursuant to the terms
     of the Warrant Agreement dated the 1st day of September 1993 (the "Warrant
     Agreement") between OMNICELL TECHNOLOGIES, INC., and the Warrantholder, and
     tenders herewith payment of the purchase price for such shares in full,
     together with all applicable transfer taxes, if any.

(2)  In exercising its rights to purchase the Preferred Stock of OMNICELL
     TECHNOLOGIES, INC., the undersigned hereby confirms and acknowledges the
     investment representations and warranties made in Section 10 of the Warrant
     Agreement.

(3)  Please issue a certificate or certificates representing said shares of
     Preferred Stock in the name of the undersigned or in such other name as is
     specified below.

 
                                       _____________________________________
                                                      (Name)

 
                                       _____________________________________
                                                     (Address)

                                       Warrantholder: COMDISCO, INC.

                                       By:__________________________________

                                       Title:_______________________________

                                       Date:________________________________

                                      1.



<PAGE>
 
                          ACKNOWLEDGEMENT OF EXERCISE

     The undersigned ____________________, hereby acknowledge receipt of the
"Notice of Exercise" from COMDISCO, INC., to purchase ___________ shares of the
Preferred Stock of OMNICELL TECHNOLOGIES, INC., pursuant to the terms of the
Warrant Agreement, and further acknowledges that _______ shares remain subject
to purchase under the terms of the Warrant Agreement.

                                      Company:

                                      By:_____________________________

                                      Title:__________________________

                                      Date:___________________________

                                      1.



<PAGE>
 
                                  Exhibit II
                                TRANSFER NOTICE

     (To transfer or assign the foregoing Warrant Agreement execute this form
     and supply required information. Do not use this form to purchase shares.)

     For Value Received, the foregoing Warrant Agreement and all rights
evidenced thereby are hereby transferred and assigned to _______________________
                                                             (Please Print)

whose address is _______________________________________________________________

________________________________________________________________________________

                                         Dated:_________________________________

                                         Holder's Signature:____________________

                                         Holder's Address:______________________

                                         _______________________________________

                                         Signature Guaranteed:__________________

     NOTE:  The signature to this Transfer Notice must correspond with the name
            as it appears on the face of the Warrant Agreement, without
            alteration or enlargement or any change whatever. Officers of
            corporations and those acting in a fiduciary or other representative
            capacity should file proper evidence of authority to assign the
            foregoing Warrant Agreement.

                                      1.





<PAGE>

                                                                     EXHIBIT 4.4

     THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.
     THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE
     ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN
     OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY
     TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES
     ACT OF 1933.

                               WARRANT AGREEMENT

             To Purchase Shares of the Series F Preferred Stock of

                          OmniCell Technologies, Inc.

                         Dated as of January 23, 1995

     WHEREAS, OmniCell Technologies, Inc., a California corporation (the
"Company") has entered into a Master Lease Agreement dated as of September 30,
1993, Equipment Schedule No. VL-2, and related Summary Equipment Schedules (the
"Leases") with COMDISCO, INC., a Delaware corporation (the "Warrantholder"); and

     WHEREAS, the Company desires to grant to Warrantholder, in consideration
for such Leases, the right to purchase shares of its Series F Preferred Stock;

     NOW, THEREFORE, in consideration of the Warrantholder executing and
delivering such Leases and in consideration of mutual covenants and agreements
contained herein, the Company and Warrantholder certify and agree as follows:

1.   GRANT OF THE RIGHT
 TO PURCHASE PREFERRED STOCK.
     -----------------------------------------------

     For value received, the Company hereby grants to the Warrantholder, and the
Warrantholder is entitled, upon the terms and subject to the conditions
hereinafter set forth, to subscribe for and purchase, from the Company 8,130
fully paid and non-assessable shares of the Company's Series F Preferred Stock
("Preferred Stock").  The exercise price ("Exercise Price") shall be equal to
$6.15 per share. The number and purchase price of such shares are subject to
adjustment as provided in Section 8 hereof.

2.   TERM OF THE WARRANT AGREEMENT.
     ------------------------------

     Except as otherwise provided for herein, the term of this Warrant Agreement
and the right to purchase Preferred Stock as granted herein shall commence on
the date of execution hereof and shall be exercisable for a period of (i) seven
(7) years after the date of execution hereof, or (ii) three (3) years from the
effective date of the Company's initial public offering (the "IPO") whichever is
longer.

     Notwithstanding the term of this Warrant Agreement fixed pursuant to
Section 2 hereof, the right to purchase Preferred Stock as granted herein shall
expire, if not previously exercised

                                      1.



<PAGE>
 
immediately upon the closing of a merger or consolidation of the Company with or
into another corporation when the Company is not the surviving corporation, or
the sale of all or substantially all of the Company's properties and assets or
outstanding stock to any other person (the "Merger"), provided in which
Warrantholder realizes a value, for its shares equal to or greater than $6.40
per share.

     The Company shall notify the Warrantholder if the Merger is proposed in
accordance with the terms of Subsection 8(g) hereof, and if the Company fails to
deliver such notice, then notwithstanding anything to the contrary in this
Warrant Agreement, the rights to purchase the Company's Preferred Stock shall
not expire until the Company complies with such notice provisions.  Such notice
shall also contain such details of the proposed Merger as are reasonable in
circumstances. If such closing does not take place, the Company shall promptly
notify the Warrantholder that such proposed transaction has been terminated, and
the Warrantholder may rescind any exercise of its purchase rights promptly after
such notice of termination of the proposed transaction. In the event of such
rescission, the Warrants will continue to be exercisable on the same terms and
conditions contained herein.

3.   EXERCISE OF THE PURCHASE RIGHTS.
     -------------------------------

     The purchase rights set forth in this Warrant Agreement are exercisable by
the Warrantholder, in whole or in part, at any time, or from time to time, prior
to the expiration of the term set forth in Section 2 above, by tendering to the
Company at its principal office a notice of exercise in the form attached hereto
as Exhibit I (the "Notice of Exercise"), duly completed and executed. Upon
receipt of the Notice of Exercise and the payment of the purchase price in
accordance with the terms set forth below, the Company shall issue to the
Warrantholder a certificate for the number of shares of Preferred Stock
purchased and shall execute the Notice of Exercise indicating the number of
shares which remain subject to future purchases, if any.

     Notwithstanding anything to the contrary contained in Section 2 above or
this Section 3, the Warrantholder shall either (i) exercise all outstanding
warrants by paying to the Company, by cash or check, an amount equal to the
aggregate Warrant Price of the shares being purchased, or (ii) receive shares
equal to the value (as determined below) of this Warrant by surrender of the
Warrant at the principal office of the Company together with notice of such
election in which event the Company shall issue to the Warrantholder a number of
shares of Preferred computed using the following formula:

            X = Y(A-B)
                ------
                  A

Where:      X = The number of shares of Preferred to be issued to the
                Warrantholder.

            Y = The number of shares of Preferred under this Warrant.

            A = The fair market value of one share of Common.

            B = The Exercise Price.

                                      2.



<PAGE>
 
     As used herein, current fair market value of Common Stock shall mean with
respect to each share of Common Stock the average of the closing prices of the
Company's Common Stock sold on all securities exchanges on which the Common
Stock may at the time be listed, or, if there have been no sales on any such
exchange on any day, the average of the highest bid and lowest asked prices on
all such exchanges at the end of such day, or, if on any day the Common Stock is
not so listed, the average of the representative bid and asked prices quoted in
the NASDAQ System as of 4:00 p.m., New York City time, or, if on any day the
Common Stock is not quoted in the NASDAQ System, the average of the highest bid
and lowest asked price on such day in the domestic over-the-counter market as
reported by the National Quotation Bureau, Incorporated, or any similar
successor organization, in each such case averaged over a period of 21 days
consisting of the day as of which the current fair market value of Common Stock
is being determined and the 20 consecutive business days prior to such day. If
at any time the Common Stock is not listed on any securities exchange or quoted
in the NASDAQ System or the over-the-counter market, the current fair market
value of Preferred Stock shall be the highest price per share which the Company
could obtain from a willing buyer (not a current employee or director) for
shares of Preferred Stock sold by the Company, from authorized but unissued
shares, as determined in good faith by the Board of Directors of the Company,
unless (i) the Company shall become subject to a merger, acquisition or other
consolidation pursuant to which the Company is not the surviving party, in which
case the current fair market value of the Stock shall be deemed to be the value
received by the holders of the Company's Stock for each share of Stock pursuant
to the Company's acquisition; or (ii) the Warrantholder shall purchase such
shares in conjunction with the initial underwritten public offering of the
Company's Common Stock pursuant to a registration statement filed under the
Securities Act of 1933, in which case, the fair market value of the shares of
stock subject to this Warrant shall be the price at which all registered shares
are sold to the public in such offering.

4.   RESERVATION OF SHARES.
     ---------------------

     (a) Authorization and Reservation of Shares. During the term of this
         ---------------------------------------
Warrant Agreement, the Company will at all times have authorized and reserved a
sufficient number of shares of its Preferred Stock to provide for the exercise
of the rights to purchase Preferred Stock as provided for herein.

     (b) Registration or Listing. If any shares of Preferred Stock required to
         -----------------------
be reserved for purposes of exercise of the Warrant Agreement hereunder require
registration with or approval of any governmental authority under any Federal or
State law (other than any registration under the Securities Act of 1933, as then
in effect, or any similar Federal statute then enforced, or any state securities
law, required by reason of any transfer involved in such conversion), or listing
on any domestic securities exchange, before such shares may be issued upon
conversion, the Company will, at its expense and as expeditiously as possible,
use its best efforts to cause such shares to be duly registered, listed or
approved for listing on such domestic securities exchange, as the case may be.

5.   NO FRACTIONAL SHARES OR SCRIP.
     -----------------------------

     No fractional shares or scrip representing fractional shares shall be
issued upon the exercise of the Warrantholder's rights to purchase Preferred
Stock, but in lieu of such fractional

                                      3.



<PAGE>
 
shares the Company shall make a cash payment therefor upon the basis of the
Exercise Price then in effect.

6.   NO RIGHTS AS SHAREHOLDERS.
     -------------------------

     This Warrant Agreement does not entitle the Warrantholder to any voting
rights or other rights as a shareholder of the Company prior to the exercise of
the Warrantholder's rights to purchase Preferred Stock as provided for herein.

7.   WARRANTHOLDER REGISTRY.
     ----------------------

     The Company shall maintain a registry showing the name and address of the
registered holder of this Warrant Agreement.

8.   ADJUSTMENT RIGHTS.
     -----------------

     The purchase price per share, the number of shares of Preferred Stock
purchasable hereunder are subject to adjustment from time to time, as follows:

     (a) Merger and Sale of Assets. If at any time there shall be a capital
         -------------------------
reorganization of the shares of the Company's stock (other than a combination,
reclassification, exchange or subdivision of shares otherwise provided for
herein), or a merger or consolidation of the Company with or into another
corporation when the Company is not the surviving corporation, or the sale of
all or substantially all of the Company's properties and assets to any other
person, (other than a Merger) then, as a part of such reorganization, merger,
consolidation or sale, lawful provision shall be made so that the Warrantholder
shall thereafter be entitled to receive upon exercise of its rights to purchase
Preferred Stock, the number of shares of Preferred Stock or other securities of
the successor corporation resulting from such merger or consolidation, to which
a holder of the Preferred Stock deliverable upon exercise of the right to
purchase Preferred Stock hereunder would have been entitled in such capital
reorganization, merger, consolidation or sale if the right to purchase such
Preferred Stock hereunder had been exercised immediately prior to such capital
reorganization, merger, consolidation or sale. In any such case, appropriate
adjustment (as determined in good faith by the Company's Board of Directors)
shall be made in the application of the provisions of this Warrant Agreement
with respect to the rights and interest of the Warrantholder after the
reorganization, merger, consolidation or sale to the end that the provisions of
this Warrant Agreement (including adjustments of the Exercise Price and number
of shares of Preferred Stock purchasable pursuant to the terms and conditions of
this Warrant Agreement) shall be applicable after that event, as near as
reasonably may be, in relation to any shares deliverable after that event upon
the exercise of the Warrantholder's rights to purchase Preferred Stock pursuant
to this Warrant Agreement.

     (b) Reclassification of Shares. If the Company at any time shall, by
         --------------------------
combination, reclassification, exchange or subdivision of securities or
otherwise, change any of the securities as to which purchase rights under this
Warrant Agreement exist into the same or a different number of securities of any
other class or classes, this Warrant Agreement shall thereafter represent the
right to acquire such number and kind of securities as would have been issuable
as the result of such change with respect to the securities which were subject
to the purchase rights

                                      4.



<PAGE>
 
under this Warrant Agreement immediately prior to such combination,
reclassification, exchange, subdivision or other change.

     (c) Subdivision or Combination of Shares. If the Company at any time shall
         ------------------------------------
combine or subdivide its Preferred Stock, the Exercise Price shall be
proportionately decreased in the case of a subdivision, or proportionately
increased in the case of a combination.

     (d) Right to Purchase Additional Stock. If, for any reason, the total
         ----------------------------------
Warrantholder's cost of equipment leased pursuant to the Leases should exceed
$500,000.00, Warrantholder shall have the right to purchase from the Company, at
the Exercise Price per share specified in Section 1 (which price may be subject
to adjustment from time to time as provided for in this Section 8), an
additional number of shares of Series F Preferred Stock, which number shall be
determined by (i) multiplying the amount by which the Warrantholder's total
equipment cost exceeds $500,000.00 by 10%, and (ii) dividing the product thereof
by the Exercise Price per share referenced above.

     (e) Notice of Adiustments. In the event that: (i) the Company shall declare
         ---------------------
any dividend or distribution upon its stock, whether in cash, property, stock or
other securities; (ii) the Company shall offer for subscription prorata to the
holders of any class of its Preferred or other convertible stock any additional
shares of stock of any class or other rights; (iii) there shall be any capital
reorganization, reclassification, consolidation, merger or sale of all or
substantially all of the Company's assets; or (iv) there shall be any voluntary
or involuntary dissolution, liquidation or winding up of the Company; then, in
connection with each such event, the Company shall send to the Warrantholder:

         (i)  At least 20 days' prior written notice of the date on which the
books of the Company shall close or a record shall be taken for such dividend,
distribution, subscription rights (specifying the date on which the holders of
Preferred Stock shall be entitled thereto) or for determining rights to vote in
respect of such capital reorganization, reclassification, consolidation, merger
or sale of all or substantially all of the Company's assets, dissolution,
liquidation or winding up; and

         (ii) In the case, upon any such capital reorganization,
     reclassification, consolidation, merger or sale of all or substantially all
     of the Company's assets, dissolution, liquidation or winding up, at least
     20 days' prior written notice of the date when the same shall take place
     (and specifying the date on which the holders of Preferred Stock shall be
     entitled to exchange their Preferred Stock for securities or other property
     deliverable upon such capital reorganization, reclassification,
     consolidation, merger or sale of all or substantially all of the Company's
     assets, dissolution, liquidation or winding up).

     Each such written notice shall set forth, in reasonable detail, (i) the
event requiring the adjustment, (ii) the amount of the adjustment, (iii) the
method by which such adjustment was calculated, (iv) the Exercise Price, and (v)
the number of shares subject to purchase hereunder after giving effect to such
adjustment, and shall be given by first class mail, postage prepaid, addressed
to the Warrantholder, at the address as shown on the books of the Company.

                                      5.



<PAGE>
 
     (f) Registration and Listing. The Company will take all such actions as may
         ------------------------
be necessary to assure that all shares of Preferred Stock issuable pursuant to
this Warrant Agreement may be so issued without violation of any applicable law
or regulation or any requirements of any domestic stock exchange (except for
official notice of issuance, which will be immediately transmitted by the
Company upon issuance) upon which shares of Preferred Stock or other shares of
the same class may be listed. The Company will not take any action which will
result in any adjustment of the number of shares of Preferred Stock issuable
upon exercise of this Warrant Agreement if the total number of shares of
Preferred Stock issuable after such action upon exercise of the Warrant
Agreement then outstanding, together with the total number of shares of
Preferred Stock then outstanding, would exceed the total number of shares of
Preferred Stock then authorized and not reserved for any purpose other than the
purpose of issue upon exercise of the Warrant Agreement.

9.   REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY.
     --------------------------------------------------------

     (a) Reservation of Preferred Stock. The Preferred Stock issuable upon
         ------------------------------
exercise of the Warrantholder's rights has been duly and validly reserved and,
when issued in accordance with the provisions of this Warrant Agreement, will be
validly issued, fully paid and non-assessable, and will be free of any taxes,
liens, charges or encumbrances of any nature whatsoever; provided, however, that
the Preferred Stock issuable pursuant to this Warrant Agreement may be subject
to restrictions on transfer under state and/or Federal securities laws. The
Company has made available to the Warrantholder true, correct and complete
copies of its Articles of Incorporation. The issuance of certificates for shares
of Preferred Stock upon exercise of the Warrant Agreement shall be-made without
charge to the Warrantholder for any issuance tax in respect thereof, or other
cost incurred by the Company in connection with such exercise and the related
issuance of shares of Preferred Stock; provided that the Company shall not be
required to pay any tax which may be payable in respect of any transfer involved
and the issuance and delivery of any certificate in a name other than that of
the Warrantholder. The Company will not close its books against the transfer of
the Warrant Agreement or of any share of Preferred Stock issued or issuable upon
exercise of the Warrant and any agreement in any manner which interferes with
the timely exercise of the Warrant.

     (b) Due Authority. The execution and delivery by the Company of the Leases,
         -------------
and this Warrant Agreement and the performance of all obligations of the Company
thereunder and hereunder, including the issuance to Warrantholder of the right
to acquire the shares of Preferred Stock set forth in Section 1 above (which
number of shares may be from time to time adjusted pursuant to the terms of
Section 8 above) have been duly authorized by all necessary corporate action on
the part of the Company, and the Leases and this Warrant Agreement are not
inconsistent with the Company's Certificate of Incorporation or By-Laws, do not
contravene any law or governmental rule, regulation or order applicable to it,
do not and will not contravene any provision of, or constitute a default under,
any indenture, mortgage, contract or other instrument to which it is a party or
by which it is bound, and the Leases and this Warrant Agreement constitute
legal, valid and binding agreements of the Company, enforceable in accordance
with their respective terms, subject to applicable bankruptcy, insolvency and
other laws affecting creditor rights and to general principles of equity.

                                      6.



<PAGE>
 
     (c) Consents and Approvals. No consent or approval of, giving of notice to,
         ----------------------
registration with, or taking of any other action in respect of any state,
Federal or other governmental authority or agency is required with respect to
the execution, delivery and performance by the Company of its obligations under
this Warrant Agreement, except for the filing of notices pursuant to Regulation
D under the Securities Exchange Act of 1933, as amended, (the "1933 Act") and
Section 25102(f) of the California Corporate Securities Law, which filings will
be effective by the time required thereby.

     (d) Litigation. There are no actions, suits, audits, investigations or
         ----------
proceedings pending or, to the knowledge of the Company, threatened against or
affecting the Company in any court or before any governmental commission, board
or authority which, if adversely determined, will have a material adverse effect
on the ability of the Company to perform its obligations under the Leases and
this Warrant Agreement.

     (e) Subsidiaries or Affiliates. The Company has no subsidiaries or
         --------------------------
affiliated companies and does not otherwise own or control, directly or
indirectly, any other corporation, association or business entity.

     (f) Issued Securities. All issued and outstanding shares of Common Stock,
         -----------------
Preferred Stock or any other securities of the Company have been duly authorized
and validly issued and are fully paid and nonassessable. All outstanding shares
of Common Stock, Preferred Stock and any other securities were issued in full
compliance with all Federal and state securities laws. In addition:

         (i)   The authorized capital of the Company consists of (a) 20,000,000
     shares of Common Stock, of which 1,592,924 shares are issued and
     outstanding, and (b) 7,000,000 shares of Preferred Stock of which 240,000
     are designated Series A Preferred Stock, 160,333 are designated Series B
     Preferred Stock, 850,000 are designated Series C Preferred Stock, 664,000
     are designated Series D Preferred Stock, 983,000 are designated Series E
     Preferred Stock and 2,000,000 are designated Series F Preferred Stock.
     240,000 shares of Series A Preferred Stock are issued and outstanding and
     convertible into 480,000 shares of Common Stock, 160,333 shares of Series B
     Preferred Stock are issued and outstanding and convertible into 320,666
     shares of Common Stock. 850,000 shares of Series C Preferred Stock are
     issued and outstanding and convertible into 1,700,000 shares of Common
     Stock. 654,742 shares of Series D Preferred are issued and outstanding and
     convertible into 1,309,484 shares of Common Stock. 982,631 shares of Series
     E Preferred Stock are issued and outstanding and convertible into 1,965,262
     shares of Common Stock. 1,948,090 shares of Series F Preferred Stock are
     issued and outstanding and convertible into 1,948,090 shares of Common
     Stock.

         (ii)  There are 2,610,000 shares of Common Stock authorized for
     issuance pursuant to the Company's Incentive Stock Plan of which 1,929,410
     shares have been issued.

         (iii) The Company has issued Comdiso, Inc. warrants exercisable for up
     to 9,217 shares of Series D Preferred Stock.

                                      7.



<PAGE>
 
         (iv) The Company is planning to increase the authorized number of
     shares of Series F Preferred Stock by 1,000,0000 shares to a new total of
     3,000,000 shares.

     In addition, the Company is planning to split the outstanding shares of
     Series A Series B, Series C, Series D, and Series E Preferred Stock on a
     two-for-one basis in order to match the prior two-for-one split the Common
     Stock with a corresponding adjustment in the liquidation preference,
     dividend rate, and conversion rate of such shares. Because such shares are
     each presently convertible into two shares of Common Stock such action will
     not affect the capitalization of the Company or the rights of such
     shareholders.

         (v)  There are no other options, warrants, conversion privileges or
     other options or other rights presently outstanding to purchase or
     otherwise acquire any authorized but unissued shares of the Company's
     capital stock or other securities of the Company.

         (vi) In accordance with the Company's Restated Articles of
     Incorporation, no shareholder of the Company has preemptive rights to
     purchase new issuances of the Company's capital stock.

     (g) Financial Statements. The Company has delivered to the Warrantholder
         --------------------
its unaudited Consolidated Balance Sheet and Consolidated Statement of Income
for the period ending November 30, 1994 (the "Financial Statements"). The
Financial Statements are complete and correct in all material respects and have
been prepared in accordance with generally accepted accounting principles
applied on a consistent basis throughout the periods indicated. The condition
and operating results of the Company as of the dates and during the periods
indicated therein are true and correct in all material aspects, subject as to
the Consolidated Balance Sheet and Consolidated Statement of Income for the
period then ending November 30, 1994 to normal year-end audit adjustments. Since
November 30, 1994 there has been no change in the assets, liabilities, financial
condition or operations of the Company from that reflected in the Financial
Statements other than changes in the ordinary course of business which have not
been, individually or in the aggregate, materially adverse.

     The Company shall deliver to the Warrantholder (i) within one hundred
twenty (120) days after the end of the Company's fiscal year, statements of
income for such fiscal year, a consolidated balance sheet of the Company as of
the end of such year and consolidated statement of the sources and application
of funds for such year, which year-end financial reports shall be in reasonable
detail and certified by independent public accountants of nationally recognized
standing selected by the Company, and (ii) within forty-five (45) days after the
end of each fiscal quarter other than the last fiscal quarter, unaudited
consolidated statements of income and sources and application of funds for such
quarter and a consolidated balance sheet as of the end of such quarter.

     (h) Contingent and Absolute Liabilities. The Company has no material
         -----------------------------------
liabilities or obligations, absolute or contingent except the liabilities and
obligations of the Company as set forth-in the Financial Statements and
liabilities and obligations which have occurred in the ordinary course of
business, and which have not been materially adverse.

                                      8.



<PAGE>
 
     (i) Licenses, Patents and Copyrights. To the best of the Company's
         --------------------------------
knowledge, the Company owns, possesses, has access to, or can become licensed on
reasonable terms under, all patents, patent applications, trademarks, trade
names, inventions, franchises, licenses, permits, computer software and
copyrights necessary for the operation of its business as now conducted, with no
known infringement of, or conflict with, the rights of others.

     (j) Employee Contracts. To the best of the Company's knowledge, no employee
         ------------------
of the Company is in violation of any material term of any employment contract,
patent disclosure agreement or any other contract or agreement relating to the
relationship of any such employee with the Company or any prior employer because
of the nature of the business conducted by the Company.

     (k) Insurance. The Company has in full force and effect insurance policies,
         ---------
with extended coverage, insuring the Company and its property and business
against such losses and risks, and in such amounts, as are customary
corporations engaged in a similar business and similarly [_____] and as
otherwise may be required pursuant to the terms of any other contract or
agreement.

     (l) Other Commitments to Register Securities. Except as set forth in this
         ----------------------------------------
Warrant Agreement, the Company is not, pursuant to the terms of any other
agreement currently in existence, under any obligation to register under the
1933 Act, any of its presently outstanding securities or any of its securities
which may hereafter be issued other than the shares of the outstanding Preferred
Stock of the Company.

     (m) Exempt Transaction. Subject to the accuracy of the Warrantholder's
         ------------------
representations in Section 10 hereof, the issuance of the Preferred Stock upon
exercise of the Warrantholder's right to purchase such Preferred Stock will
constitute transactions exempt from (i) the registration requirements of Section
5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the
qualification requirements of the California Corporate Securities Law, in
reliance upon Section 25102(f) thereof.

     (n) Compliance with Rule 144. At the written request of the Warrantholder,
         ------------------------
who proposes to sell Preferred Stock issuable upon the exercise of the Warrant
in compliance with Rule 144 promulgated by the Securities and Exchange
Commission under the 1933 Act, the Company shall furnish to the Warrantholder,
within ten days after receipt of such request, a written statement confirming
the Company's compliance with the filing requirements of the Securities and
Exchange Commission as set forth in such Rule, than applicable to the Company,
as such Rule may be amended from time to time.

     (o) Brokers' Fees. The Company has not incurred, and will not incur,
         -------------
directly or indirectly, any liability for brokerage or finders' fees or agents'
commissions or any similar charges in connection with the Warrant Agreement or
any other transaction contemplated thereby.

     (p) Untrue, Misleading Statements. No representation or warranty of the
         -----------------------------
Company contained in the Leases, and this Warrant Agreement or any certificate
or exhibit furnished or to be furnished to Warrantholder pursuant thereto or in
connection with the transactions

                                      9.



<PAGE>
 
contemplated thereby (when read together) contains any untrue statement of a
material fact or omits to state a material fact necessary in order to make the
statements contained therein not misleading.

10.  REPRESENTATIONS AND COVENANTS OF THE WARRANTHOLDER.
     --------------------------------------------------

     This Warrant Agreement has been entered into by the Company in reliance
upon the following representations and covenants of the Warrantholder, which by
its execution hereof the Warrantholder hereby confirms:

     (a) Investment Purpose. The right to acquire Preferred Stock or the
         ------------------
Preferred Stock issuable upon exercise of the Warrantholder's rights contained
herein will be acquired for investment and not with a view to the sale or
distribution of any part thereof, and the Warrantholder has no present intention
of selling or engaging in any public distribution of the same except pursuant to
a registration or exemption.

     (b) Private Issue. The Warrantholder understands (i) that the Preferred
         -------------
Stock issuable upon exercise of the Warrantholder's rights contained herein is
not registered under the 1933 Act or qualified under applicable state securities
laws on the ground that the issuance contemplated by this Warrant Agreement will
be exempt from the registration and qualifications requirements thereof, and
(ii) that the Company's reliance on such exemption is predicated on the
representations set forth in this Section 10.

     (c) Disposition of Warrantholder's Rights.  In no event will the
         -------------------------------------
Warrantholder make disposition of any of its rights to acquire Preferred Stock
or Preferred Stock issuable upon exercise of such rights unless and until (i) it
shall have notified the Company of the proposed disposition, and (ii) if
requested by the Company, it shall have furnished the Company with an opinion of
counsel (which counsel may either be inside or outside counsel to the
Warrantholder) satisfactory to the Company and its counsel to the effect that
(A) appropriate action necessary for compliance with the 1933 Act has been
taken, or (B) an exemption from the registration requirements of the 1933 Act is
available. Notwithstanding the foregoing, the restrictions imposed upon the
transferability of any of its rights to acquire Preferred Stock or Preferred
Stock issuable on the exercise of such rights do not apply to transfers from the
beneficial owner of any of the aforementioned securities to its nominee or from
such nominee to its beneficial owner, and shall terminate as to any particular
share of Preferred Stock when (1) such security shall have been effectively
registered under the 1933 Act and sold by the holder thereof in accordance with
such registration or (2) such security shall have been sold without registration
in compliance with Rule 144 under the 1933 Act, or (3) a letter shall have been
issued to the Warrantholder at its request by the staff of the Securities and
Exchange Commission or a ruling shall have been issued to the Warrantholder at
its request by such Commission stating that no action shall be recommended by
such staff or taken by such Commission, as the case may be, if such security is
transferred without registration under the 1933 Act in accordance with the
conditions set forth in such letter or ruling and such letter or ruling
specifies that no subsequent restrictions on transfer are required. Whenever the
restrictions imposed hereunder shall terminate, as hereinabove provided, the
Warrantholder or holder of a share of Preferred Stock then outstanding as to
which such restrictions have terminated shall be entitled to receive from the
Company, without expense

                                      10.



<PAGE>
 
to such holder, one or more new certificates for the Warrant or for such shares
of Preferred Stock not bearing any restrictive legend.

     (d) Financial Risk.  The Warrantholder has such knowledge and experience in
         --------------
financial and business matters as to be capable of evaluating the merits and
risks of its investment and has the ability to bear the economic risks of its
investment.

     (e) Risk of No Registration.  The Warrantholder understands that if the
         -----------------------
Company does not register with the Securities and Exchange Commission pursuant
to Section 12 of the 1933 Act, or file reports pursuant to Section 15(d), of the
Securities Exchange Act of 1934 (the "1934 Act"), or if a registration statement
covering the securities under the 1933 Act is not in effect when it desires to
sell (i) the rights to purchase Preferred Stock pursuant to this Warrant
Agreement, or (ii) the Preferred Stock issuable upon exercise of the right to
purchase, it may be required to hold such securities for an indefinite period.
The Warrantholder also understands that any sale of its rights of the
Warrantholder to purchase Preferred Stock or Preferred Stock which might be made
by it in reliance upon Rule 144 under the 1933 Act may be made only in
accordance with the terms and conditions of that Rule.

11.  TRANSFERS.
     ---------

     Subject to the terms and conditions contained in Section 10 hereof, this
Warrant Agreement and all rights hereunder are transferable in whole or in part
by the Warrantholder and any successor transferee, provided, however, that in no
event shall the number of transfers of the rights and interests in all of the
Warrants exceed three (3) transfers. The transfer shall be recorded on the books
of the Company upon receipt by the Company of a notice of transfer in the form
attached hereto as Exhibit II (the "Transfer Notice"), at its principal offices
and the payment to the Company of all transfer taxes and other governmental
charges imposed on such transfer.

12.  MISCELLANEOUS.
     --------------

     (a) Effective Date.  The provisions of this Warrant Agreement shall be
         --------------
construed and shall be given effect in all respects as if it had been executed
and delivered by the Company on the date hereof. This Warrant Agreement shall be
binding upon any successors or assigns of the Company.

     (b) Attorneys' Fees.  In any litigation, arbitration or court proceeding
         ---------------
between the Company and the Warrantholder relating hereto, the prevailing party
shall be entitled to attorneys' fees and expenses and all costs of proceedings
incurred in enforcing this Warrant Agreement.

     (c) Governing Law.  This Warrant Agreement shall be governed by and
         -------------
construed for all purposes under and in accordance with the laws of the State of
California.

     (d) Counterparts.  This Warrant Agreement may be executed in two or more
         ------------
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

                                      11.



<PAGE>
 
     (e) Titles and Subtitles. The titles of the paragraphs and subparagraphs of
         --------------------
this Warrant Agreement are for convenience and are not to be considered in
construing this Agreement.

     (f) Notices. Any notice required or permitted hereunder shall be given in
         -------
writing and shall be deemed effectively given upon personal delivery or upon
deposit in the United States mail, by registered or certified mail, addressed
(i) to the Warrantholder at 6111 North River Road, Rosemont, Illinois 60018,
attention: James Labe, President, Venture Leasing Division, cc: Legal
Department, and (ii) to the Company at 4040 Campbell Drive, Menlo Park,
California 94025 or at such other address as any such party may subsequently
designate by written notice to the other party.

     (g) Specific Performance. The Company recognizes and agrees that the
         --------------------
Warrantholder will not have an adequate remedy if the Company fails to comply
with this Agreement and that damages will not be readily ascertainable, and the
Company expressly agrees that, in the event of such failure, it shall not oppose
an application by the Warrantholder or any other person entitled to the benefit
of this Agreement requiring specific performance of any or all provisions hereof
or enjoining the Company from continuing to commit any such breach of this
Agreement.

     (h) Survival.  The representations, warranties, covenants and conditions of
         --------
the respective parties contained herein or made pursuant to this Warrant
Agreement shall survive the execution and delivery of this Warrant Agreement.

     (i) Severability.  In the event any one or more of the provisions of this
         ------------
Warrant Agreement shall for any reason be held invalid, illegal or
unenforceable, the remaining provisions of this Warrant Agreement shall be
unimpaired, and the invalid, illegal or unenforceable provision shall be
replaced by a mutually acceptable valid, legal and enforceable provision, which
comes closest to the intention of the parties underlying the invalid, illegal or
unenforceable provision.

     (j) Amendments.  Any provision of this Warrant Agreement may be amended by
         ----------
a written instrument signed by the Company and by the Warrantholder.

     (k) Additional Documents. The Company, upon execution of this Warrant
         --------------------
Agreement, shall provide the Warrantholder with certified resolutions with
respect to the representations, warranties and covenants set forth in
subparagraphs (a) through (f) and subparagraphs (l), (m) and (o) of Section 9
above and shall also supply such other documents as the Warrantholder may from
time to time reasonably request.

                                      12.



<PAGE>
 
     IN WITNESS WHEREOF, the parties hereto have caused this Warrant Agreement
to be executed by its officers thereunto duly authorized.

                                    Company:

                                    OMNICELL TECHNOLOGIES, INC.

Dated February 16, 1995             By: /s/ Randall A. Lipps
     ---------------------------       -------------------------------------
                                    Title:  Chairman
                                          ----------------------------------

                                    Warrantholder:

                                    COMDISCO, INC.

                                    By: /s/ James P. Labe
                                       -------------------------------------
                                    Title:  President
                                          ----------------------------------
                                      13.



<PAGE>
 
                                   EXHIBIT I

                              NOTICE OF EXERCISE

To:______________________

     (1)  The undersigned Warrantholder hereby elects to purchase _____ shares
          of the Preferred Stock of OMNICELL TECHNOLOGIES, INC., pursuant to the
          terms of the Warrant Agreement dated the 1st day of September 1993
          (the "Warrant Agreement") between OMNICELL TECHNOLOGIES, INC., and the
          Warrantholder, and tenders herewith payment of the purchase price for
          such shares in full, together with all applicable transfer taxes, if
          any.

     (2)  In exercising its rights to purchase the Preferred Stock of OMNICELL
          TECHNOLOGIES, INC., the undersigned hereby confirms and acknowledges
          the investment representations and warranties made in Section 10 of
          the Warrant Agreement.

     (3)  Please issue a certificate or certificates representing said shares of
          Preferred Stock in the name of the undersigned or in such other name
          as is specified below.

 
                                             ___________________________________
                                                             (Name)

 
                                             ___________________________________
                                                           (Address)


                                             Warrantholder: COMDISCO, INC.

                                             By:________________________________

                                             Title:_____________________________

                                             Date:______________________________

                                      14.



<PAGE>
 
                          ACKNOWLEDGEMENT OF EXERCISE

     The undersigned ____________________________, hereby acknowledge receipt of
the "Notice of Exercise" from COMDISCO, INC., to purchase _____ shares of the
Preferred Stock of OMNICELL TECHNOLOGIES, INC., pursuant to the terms of the
Warrant Agreement, and further acknowledges that _______ shares remain subject
to purchase under the terms of the Warrant Agreement.


                                             Company:


                                             By:________________________________

                                             Title:_____________________________

                                             Date:______________________________

                                      15.



<PAGE>
 
                                  EXHIBIT II

                                TRANSFER NOTICE

     (To transfer or assign the foregoing Warrant Agreement execute this form
     and supply required information. Do not use this form to purchase shares.)

     FOR VALUE RECEIVED, the foregoing Warrant Agreement and all rights
evidenced thereby are here by transferred and assigned to ______________________
                                                              (Please Print)

whose address is _______________________________________________________________

________________________________________________________________________________

                                        Dated __________________________________

                                        Holder's Signature _____________________

                                        Holder's Address _______________________

                                        ________________________________________

                                        Signature Guaranteed: __________________

     NOTE:  The signature to this Transfer Notice must correspond with the name
            as it appears on the face of the Warrant Agreement, without
            alteration or enlargement or any Change whatever. Officers of
            corporations and those acting in a fiduciary or other representative
            capacity should file proper evidence of authority to assign the
            foregoing Warrant Agreement.

                                      16.




<PAGE>

                                                                     EXHIBIT 4.5

     THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
     AS AMENDED, OR ANY STATE SECURITIES LAWS.  THEY MAY NOT BE SOLD, OFFERED
     FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
     REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL (WHICH MAY
     BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH
     REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE
     STATE SECURITIES LAWS.

                                 WARRANT AGREEMENT

               To Purchase Shares of the Series G Preferred Stock of


                            OmniCell Technologies, Inc.

                  Dated as of July 7, 1995 (the "Effective Date")


       WHEREAS, Omnicell Technologies, Inc., a California corporation (the
"Company") has entered into a Receivables Loan and Security Agreement dated as
of July 7, 1995, (the "Loan Agreement") and a Promissory Note dated July 7, 1995
(the "Note") with Comdicso, Inc., a Delaware corporation (the "Warrantholder");
and

       WHEREAS, the Company desires to grant to Warrantholder, in consideration
for such Loan Agreement and Promissory Note, the right to purchase shares of its
Series Preferred Stock;

       NOW, THEREFORE, in consideration of the Warrantholder executing and
delivering such Loan Agreement and Promissory Note and in consideration
 of
mutual covenants and agreements contained herein, the Company and Warrantholder
agree as follows:

1.     GRANT OF THE RIGHT TO PURCHASE PREFERRED STOCK.

       The Company hereby grants to the Warrantholder, and the Warrantholder is
entitled, upon the terms and subject to the conditions hereinafter set forth, to
subscribe to and purchase from the Company, 11,102 fully paid and non-assessable
shares of the Company's Series G Preferred Stock ("Preferred Stock") at a
purchase price of $6.15 per share (the "Exercise Price").  The number and
purchase price of such shares are subject to adjustment as provided in Section 8
hereof.

2.     TERM OF THE WARRANT AGREEMENT.

       Except as otherwise provided for herein, the term of this Warrant
Agreement and the right to purchase Series G Preferred Stock as granted herein
shall commence on the Effective Date and shall be exercisable for a period of
(i) ten (10) years or (ii) five (5) years from the effective date of the
Company's initial public offering, whichever is longer.

3.     EXERCISE OF THE PURCHASE RIGHTS.

       The purchase rights set forth in this Warrant Agreement are exercisable
by the Warrantholder, in whole or in part, at any time, or from time to time,
prior to the expiration of the term set forth in Section 2 above, by tendering
to the Company at its principal office a notice of exercise in the form attached
hereto as Exhibit I (the "Notice of Exercise"), duly completed and executed.
Promptly upon receipt of the Notice of Exercise and the payment of the purchase
price in accordance with the terms set forth below, and in no event later than
twenty-one (21) days thereafter, the Company shall issue to the Warrantholder a
certificate for the number of shares of Preferred Stock purchased and shall
execute the Notice of Exercise indicating the number of shares which remain
subject to future purchases, if any and an acknowledgment of exercise duly
completed and executed in the form attached hereto as Exhibit III.


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       The Exercise Price may be paid at the Warrantholder's election either (i)
by cash or check, (ii) by cancellation by Warrantholder or indebtedness of the
Company under the Loan Agreement and Note to Warrantholder, (iii) by surrender
of Warrants ("Net Issuance") as determined below, or (iv) by a combination of
(i), (ii), and (iii).  If the Warrantholder elects the Net Issuance method, the
Company will issue Preferred Stock in accordance with the following formula:

              X = Y(A-B)
                     A

Where:  X = the number of shares of Preferred Stock to be issued to the
Warrantholder.

       Y =   the number of shares of Preferred Stock requested to be exercised
under this Warrant Agreement.

       A = the fair market value of one (1) share of Preferred Stock (at the
date of calculation).

       B = the Exercise Price (as adjusted to the date of calculation).

       For purposes of the above calculation, current fair market value of
Preferred Stock shall mean with respect to each share of Preferred Stock:

       (i)    if the exercise is in connection with an initial public offering,
              and if the Company's Registration Statement relating to such
              public offering has been declared effective by the SEC, then the
              fair market value per share shall be the product of (x) the
              "Initial Price to Public" specified in the final prospectus with
              respect to the offering and (y) the number of shares of Common
              Stock into which each share of Preferred Stock is convertible at
              the time of such exercise:

       (ii)   If this Warrant is exercised after, and not in connection with the
              Company's initial public offering, and:

              (a)    if traded on a securities exchange, the fair market value
                     shall be deemed to be the product of (x) the average of the
                     closing prices over a twenty-one (21) day period ending
                     three days before the day the current fair market value of
                     the securities is being determined and (y) the number of
                     shares of Common Stock into which each share of Preferred
                     Stock is convertible at the time; or

              (b)    if actively traded over-the-counter, the fair market value
                     shall be deemed to be the produce of (x) the average of the
                     closing bid and asked prices quoted on the NASDAQ system
                     (or similar system) over the twenty-one (21) day period
                     ending three days before the day the current fair market
                     value of the securities is being determined and (y) the
                     number of shares of Common Stock into which each share of
                     Preferred Stock is convertible at the time of such
                     exercise;

       (iii)  if at any time the Common Stock is not listed on any securities
              exchange or quoted in the NASDAQ System or the over-the-counter
              market, the current fair market value of Preferred Stock shall be
              the product of (x) the highest price per share which the Company
              could obtain from a willing buyer (not a current employee or
              director) for shares of Common Stock sold by the Company, from
              authorized but unissued shares, as determined in good faith by its
              Board of Directors, and (y) the number of shares of Common Stock
              into which each share of Preferred Stock is convertible at the
              time of such exercise, unless the Company shall become subject to
              a merger, acquisition or other consolidation pursuant to which the
              Company is not the surviving party, in which case the fair market
              value of Common Stock shall be deemed to be the value received by
              the holders of the Company's Preferred Stock on a common
              equivalent basis pursuant to such merger or acquisition.

       Upon partial exercise by any method, the Company shall promptly issue an
amended Warrant Agreement representing the remaining number of shares
purchasable hereunder.  All other terms and conditions of such


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<PAGE>

amended Warrant Agreement shall be identical to those contained herein,
including, but not limited to the Effective Date hereof.

4.     RESERVATION OF SHARES.

       (a)    Authorization and Reservation of Shares.  During the term of this
Warrant Agreement, the Company will at all times have authorized and reserved a
sufficient number of shares of its Preferred Stock to provide for the exercise
of the rights to purchase Preferred Stock as provided for herein.

       (b)    Registration or Listing.  If any shares of Preferred Stock
required to be reserved hereunder require registration with or approval of any
governmental authority under any Federal or State law (other than any
registration under the 1933 Act, as then in effect, or any similar Federal
statute then enforced, or any state securities law, required by reason of any
transfer involved in such conversion), or listing on any domestic securities
exchange, before such shares may be issued upon conversion, the Company will, at
its expense and as expeditiously as possible, use its best efforts to cause such
shares to be duly registered, listed or approved for listing on such domestic
securities exchange, as the case may be.

5.     NO FRACTIONAL SHARES OR SCRIP.

       No fractional shares or scrip representing fractional shares shall be
issued upon the exercise of the Warrant, but in lieu of such fractional shares
the Company shall make a cash payment therefor upon the basis of the Exercise
Price then in effect.

6.     NO RIGHTS AS SHAREHOLDER.

       This Warrant Agreement does not entitle the Warrantholder to any voting
rights or other rights as a shareholder of the Company prior to the exercise of
the Warrant.

7.     WARRANTHOLDER REGISTRY.

       The Company shall maintain a registry showing the name and address of the
registered holder of this Warrant Agreement.

8.     ADJUSTMENT RIGHTS.

       The purchase price per share and the number of shares of Preferred Stock
purchasable hereunder are subject to adjustment, as follows:

       (a)    Merger and Sale of Assets.  If at any time there shall be a
capital reorganization of the shares of the Company's stock (other than a
combination, reclassification, exchange or subdivision of shares otherwise
provided for herein), or a merger or consolidation of the Company with or into
another corporation when the Company is not the surviving corporation, or the
sale of all or substantially all of the Company's properties and assets to any
other person (hereinafter referred to as a "Merger Event"), then, as a part of
such Merger Event, lawful provision shall be made so that the Warrantholder
shall thereafter be entitled to receive, upon exercise of the Warrant, the
number of shares of preferred stock or other securities of the successor
corporation resulting from such Merger Event, equivalent in value to that which
would have been issuable if Warrantholder had exercised this Warrant immediately
prior to the Merger Event.  In any such case, appropriate adjustment (as
determined in good faith by the Company's Board of Directors) shall be made in
the application of the provisions of this Warrant Agreement with respect to the
rights and interest of the Warrantholder after the Merger Event to the end that
the provisions of this Warrant Agreement (including adjustments of the Exercise
Price and number of shares of Preferred Stock purchasable) shall be applicable
to the greatest extent possible.

       (b)    Reclassification of Shares.  If the Company at any time shall, by
combination, reclassification, exchange or subdivision of securities or
otherwise, change any of the securities as to which purchase rights under this
Warrant Agreement exist into the same or a different number of securities of any
other class or classes, this Warrant Agreement shall thereafter represent the
right to acquire such number and kind of securities as would have


                                          3

<PAGE>

been issuable as the result of such change with respect to the securities which
were subject to the purchase rights under this Warrant Agreement immediately
prior to such combination, reclassification, exchange, subdivision or other
change.

       (c)    Subdivision or Combination of Shares.  If the Company at any time
shall combine or subdivide its Preferred Stock, the Exercise Price shall be
proportionately decreased in the case of a subdivision, or proportionately
increased in the case of a combination.

       (d)    Stock Dividends.  If the Company at any time shall pay a dividend
payable in, or make any other distribution (except any distribution specifically
provided for in the foregoing subsections (a) or (b)) of the Company's stock,
then the Exercise Price shall be adjusted, from and after the record date of
such dividend or distribution, to that price determined by multiplying the
Exercise Price in effect immediately prior to such record date by a fraction (i)
the numerator of which shall be the total number of all shares of the Company's
stock outstanding immediately prior to such dividend or distribution, and (ii)
the denominator of which shall be the total number of all shares of the
Company's stock outstanding immediately after such dividend or distribution.
The Warrantholder shall thereafter be entitled to purchase, at the Exercise
Price resulting from such adjustment, the number of shares of Preferred Stock
(calculated to the nearest whole share) obtained by multiplying the Exercise
Price in effect immediately prior to such adjustment by the number of shares of
Preferred Stock issuable upon the exercise hereof immediately prior to such
adjustment and dividing the product thereof by the Exercise Price resulting from
such adjustment.

       (e)    Right to Purchase Additional Stock.  If the principal under the
Note is not repaid in full on or before _______________________, then on the
first day of each month commencing on _________________, the Warrantholder shall
have the right to purchase from the Company, at the Exercise Price per share
specified in Section 1 (which price may be subject to adjustment from time to
time as provided for in this Section 8), an additional number of shares of
Preferred Stock, which number shall be determined by (i) multiplying the
Principal Amount of the Note outstanding on each such date by one percent (1%),
and (ii) dividing the product thereof by the Exercise Price per share referenced
above.  The Warrantholder shall be entitled to receive additional shares subject
to Warrant pursuant to the above provision until such time as the principal is
repaid in full.  The above grant of rights to purchase additional shares of
Preferred Stock does not, and is not intended to, replace or limit any other
rights or remedies the Warrantholder, Lender or their affiliates may have with
respect to the Company, under the Loan Agreement, the Note or otherwise.

       (f)    Antidilution Rights.  Additional antidilution rights applicable to
the Preferred Stock purchasable hereunder are as set forth in the Company's
Articles of Incorporation, as amended through the Effective Date, a true and
complete copy of which is attached hereto as Exhibit IV (the "Charter").  The
Company shall promptly provide the Warrantholder with any restatement,
amendment, modification or waiver of the Charter.  The Company shall provide
Warrantholder with prior written notice of any issuance of its stock or other
equity security to occur after the Effective Date of this Warrant, which notice
shall include (a) the price at which such stock or security is to be sold, (b)
the number of shares to be issued, and (c) such other information as necessary
for Warrantholder to determine if a dilutive event has occurred.

       (g)    Notice of Adjustments.  If:  (i) the Company shall declare any
dividend or distribution upon its stock, whether in cash, property, stock or
other securities; (ii) the Company shall offer for subscription prorata to the
holders of any class of its Preferred or other convertible stock any additional
shares of stock of any class or other rights; (iii) there shall be any Merger
Event; (iv) there shall be a public offering; or (v) there shall be any
voluntary or involuntary dissolution, liquidation or winding up of the Company;
then, in connection with each such event, the Company shall send to the
Warrantholder:  (A) at least twenty (20) days' prior written notice of the date
on which the books of the Company shall close or a record shall be taken for
such dividend, distribution, subscription rights (specifying the date on which
the holders of Preferred Stock shall be entitled thereto) or for determining
rights to vote in respect of such Merger Event, dissolution, liquidation or
winding up; (B) in the case of any such Merger Event, dissolution, liquidation
or winding up, at least twenty (20) days' prior written notice of the date when
the same shall take place (and specifying the date on which the holders of
Prefe