AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT FAVRILLE, INC

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Exhibit 4.3

AMENDMENT NO. 1 TO
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

         THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the " Amendment ") is made and entered into as of this            day of April, 2004, by and among FAVRILLE, INC ., a Delaware corporation (the " Company "), and the investors listed on Schedule A attached hereto (each of which is referred to herein as an " Investor " and all of which are collectively referred to herein as the " Investors ").

RECITALS

         WHEREAS, concurrently herewith, the Company and certain of the Investors have entered into that certain Amendment No. 1 to Series C Preferred Stock Purchase Agreement (the " Purchase Amendment ") pursuant to which the Company is selling and issuing, and the New Investors (as defined in the Purchase Amendment) are purchasing, an aggregate of                        shares of the Company's Series C Preferred Stock, par value $0.001 per share (the " Additional Shares ");

         WHEREAS, the Company and the Investors (other than the New Investors) are parties to that certain Amended and Restated Investor Rights Agreement dated March 26, 2004 (the " Investor Rights Agreement "). Any capitalized term used in this Amendment and not defined herein shall have the meaning assigned to such term in the Investor Rights Agreement;

         WHEREAS, Section 3.7 of the Investor Rights Agreement provides that the Investor Rights Agreement may be amended only with the written consent of (i) the Company, (ii) the holders of a majority of the Registrable Securities then outstanding, (iii) the holders of 66 ² / 3 % of the Series A Stock then outstanding, (iv) the holders of 66 ² / 3 % of the Series B Stock and the Series B-2 Stock then outstanding, voting together as a single class, and (v) the holders of 51% of the Series C Stock then outstanding; and

         WHEREAS, in connection with the consummation of the transactions contemplated by the Purchase Amendment, the parties to the Investor Rights Agreement wish to amend the Investor Rights Agreement to cause each of the New Investors to become a party to the Investor Rights Agreement.

AGREEMENT

         NOW THEREFORE , in consideration of the foregoing promises and the mutual covenants set forth herein, the Company and the Investors agree as follows:

1.     AMENDMENT OF INVESTOR RIGHTS AGREEMENT.

         (a)    Effective as of the Second Closing Date (as defined in the Purchase Amendment), each of the New Investors shall become a party to the Investor Rights Agreement and shall be deemed both an "Investor" and a "Holder" for purposes of the Investor Rights Agreement, and the shares of Series C Stock purchased by such New Investors shall be deemed "Registrable Securities" for purposes of the Investor Rights Agreement.

         (b)    The Company and the Investors hereby agree that the provisions of Section 2.5 of the Investor Rights Agreement shall not apply to the offer or sale of the Additional Shares to the New Investors.

2.    COUNTERPARTS.     This Amendment may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument.

3.    NO OTHER CHANGES.     Except as otherwise provided herein, all the terms and conditions of the Agreement which are not inconsistent herewith shall remain in full force and effect and shall apply equally to this Amendment.

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         IN WITNESS WHEREOF, the parties hereto have executed this AMENDMENT NO. 1 TO AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.

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