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                                                                    EXHIBIT 10.2


                          REGISTRATION RIGHTS AGREEMENT


      REGISTRATION  RIGHTS AGREEMENT is made and entered into as of December 31,
1999,  between Netrix  Corporation,  a Delaware  corporation (the "Company") and
AetherWorks  Corporation  ("AetherWorks"),  in favor of the  holders  of  common
stock,  options and/or  warrants of  AetherWorks  identified on Annex I attached
hereto.  The Company  proposes to issue shares of its common stock in connection
with the acquisition of AetherWorks  pursuant to an Agreement and Plan of Merger
by  and  among  the  Company,   AetherWorks  and  Nx1  Acquisition  Corp.  dated
concurrently herewith (the "Merger Agreement").  As an inducement to AetherWorks
to enter into the Merger  Agreement,  the  Company  agrees with each other party
hereto,  for the benefit of such party and the other Holders (as defined below),
as follows:

1.    DEFINITIONS.
      -----------

      As used in this Agreement,  the following capitalized terms shall have the
following meanings:

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

      "COMMON  STOCK" means the Common Stock,  par value $.05 per share,  of the
Company, or any successor class thereto.

      "COMMISSION" means the Securities and Exchange Commission.

      "EFFECTIVENESS PERIOD" has the meaning set forth in Section 2 hereof.

      "EXCHANGE ACT" means the Securities  Exchange Act of 1934, as amended from
time to time.

      "HOLDERS" means Persons owning Transfer Restricted Securities.

      "PERSON" means an individual, partnership,  corporation, limited liability
company,  trust or  unincorporated  organization,  or a government  or agency or
political subdivision thereof.

      "PROSPECTUS"  means the  prospectus  included  in the  Shelf  Registration
Statement,  as amended or supplemented  by any prospectus  supplement and by all
other amendments thereto,  including post-effective amendments, and all material
incorporated by reference into such Prospectus.

      "SHELF  REGISTRATION  STATEMENT"  has the  meaning  set forth in Section 2
hereof.

      "TRANSFER  RESTRICTED  SECURITIES" means each share of Common Stock issued
pursuant  to the Merger  Agreement  for shares of  outstanding  common  stock of
AetherWorks  or which is issuable  upon  exercise  of the  options and  warrants
identified  on Annex I, until the earlier of (a) the date on which such share of
Common  Stock  has been  effectively  registered  under the  Securities  Act and
disposed of pursuant to and in accordance with an effective  Shelf  Registration
Statement,  (b) the date on which such share of Common Stock is  distributed  to
the public  pursuant  to Rule 144 or any other  applicable  exemption  under the
Securities Act without additional  restriction upon public resale or (c) at such
time as such share of Common Stock may be sold by a Holder under Rule 144(k).

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2. SHELF  REGISTRATION.  The Company shall use its commercially  reasonable best
efforts  to  file  with  the  Commission  promptly  after  November  1,  2000  a
registration statement relating to the offer and sale of the Transfer Restricted
Securities  by  Holders  from  time  to time  pursuant  to Rule  415  under  the
Securities  Act and in  accordance  with the methods of  distribution  set forth
therein,  which  registration  statement may be  substituted  for by one or more
subsequent  registration  statements  each relating to the offer and sale of the
Transfer  Restricted  Securities by Holders from time to time (as in effect from
time to time, the "Shelf Registration Statement"), and the Company shall use its
commercially  reasonable best efforts to cause such Shelf Registration Statement
to be declared effective by the Commission as soon as practicable after November
1,  2000,  PROVIDED,  HOWEVER,  that  the  Company  may  delay  such  filing  or
effectiveness  under the  circumstances  and during  the  periods  described  in
Section 3 hereof. In addition, the Company shall use its commercially reasonable
best efforts to keep the Shelf Registration  Statement  continuously  effective,
supplemented and amended for a period (the "Effectiveness Period") ending on the
earlier of  November 1, 2002 (as such date may be extended by the length of each
Information  Delay  Period  (as  defined  below)  and  by  the  length  of  each
Transaction  Delay Period,  (as defined below) if any) or when all the shares of
Common Stock covered by the Shelf  Registration  Statement  cease to be Transfer
Restricted Securities.

    3.    DELAY PERIODS; SUSPENSION OF SALES.
          ----------------------------------

          (a) If at any time prior to the expiration of the Effectiveness Period
counsel to the Company (which  counsel shall be  experienced in securities  laws
matters) has  determined in good faith (which  determination  is rendered in the
form of an opinion of such  counsel)  that it is reasonable to conclude that the
filing of the Shelf Registration Statement or the compliance by the Company with
its disclosure  obligations in connection with the Shelf Registration  Statement
may require the  disclosure of  information  which the Board of Directors of the
Company  has  identified  as  material  and  which the  Board of  Directors  has
determined  that the Company has a BONA FIDE business  purpose for preserving as
confidential,  then the Company may delay the filing or the effectiveness of the
Shelf Registration Statement (if not then filed or effective, as applicable) and
shall  not be  required  to  maintain  the  effectiveness  thereof  or  amend or
supplement the Shelf Registration  Statement for a period (an "Information Delay
Period") expiring three business days after the earlier to occur of (A) the date
on which such  material  information  is disclosed to the public or ceases to be
material or the Company is able to so comply with its disclosure obligations and
Commission requirements or (B) 45 days after the Company notifies the Holders of
such good faith  determination.  There  shall not be more than four  Information
Delay  Periods  during  the  Effectiveness  Period,  and there  shall not be two
Information Delay Periods during any contiguous 135 day period.

          (b) If at any time prior to the expiration of the Effectiveness Period
the  Company is advised  by a  nationally  recognized  investment  banking  firm
selected  by the  Company  that,  in  such  firm's  written  reasonable  opinion
addressed  to  the  Company,  sales  of  Common  Stock  pursuant  to  the  Shelf
Registration  Statement  at such time  would  materially  adversely  affect  any
immediately  planned  underwritten  public equity financing by the Company of at
least  $5  million,   the  Company   shall  not  be  required  to  maintain  the
effectiveness  of the Shelf  Registration  Statement or amend or supplement  the
Shelf  Registration  Statement  for a  period  (a  "Transaction  Delay  Period")
commencing on the date of pricing of such equity  financing  and expiring  three
business  days  after  the  earliest  to  occur of (i) the  abandonment  of such
financing or (ii) 90 days after the  completion of such  financing.  There shall
not be more than two Transaction Delay Periods during the Effectiveness Period.

          (c) A  Transaction  Delay Period and an  Information  Delay Period are
hereinafter collectively referred to as "Delay Periods" or a "Delay Period." The
Company will give prompt  written  notice  (which notice shall include a copy of
the relevant opinion letter),  in the manner  prescribed by Section 8(b) hereof,
to each Holder of each Delay Period.  Such notice shall be given (i) in the case
of a Transaction  Delay Period,  at least 20 days in advance of the commencement

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of such Delay Period and (ii) in the case of an  Information  Delay  Period,  as
soon as  practicable  after  the  Board of  Directors  makes  the  determination
referenced in Section 3(a). Such notice shall state to the extent, if any, as is
practicable,  an estimate of the duration of such Delay Period.  Each Holder, by
his  acceptance  of any  Transfer  Restricted  Securities,  agrees that (i) upon
receipt  of such  notice  of an  Information  Delay  Period  it  will  forthwith
discontinue  disposition of Transfer Restricted Securities pursuant to the Shelf
Registration Statement,  (ii) upon receipt of such notice of a Transaction Delay
Period it will forthwith discontinue disposition of the Common Stock pursuant to
the Shelf Registration Statement and (iii) in either such case, will not deliver
any prospectus forming a part of the Shelf Registration  Statement in connection
with any sale of Transfer  Restricted  Securities or Common Stock, as applicable
until the expiration of such Delay Period.

      4.    REGISTRATION PROCEDURES.
            -----------------------

            In  connection  with  the  Shelf  Registration   Statement  and  any
Prospectus  required by this  Agreement to permit the sale or resale of Transfer
Restricted Securities, the following provisions shall apply:

          (a) The Company  shall furnish to each Holder,  promptly  after filing
thereof with the Commission, a copy of the Shelf Registration Statement and each
amendment  thereto or each  amendment or supplement to the  Prospectus  included
therein.

          (b) The Company shall take such action as may be reasonably  necessary
so that (i) the Shelf  Registration  Statement and any amendment thereto and any
Prospectus  forming a part  thereof  and any  supplement  or  amendment  thereto
complies in all  material  respects  with the  Securities  Act and the rules and
regulations  thereunder,  (ii) the Shelf  Registration and any amendment thereto
(in either case, other than with respect to written information furnished to the
Company by or on behalf of any Holder  specifically for inclusion  therein) does
not contain an untrue  statement of a material  fact or omit to state a material
fact required to be stated  therein or necessary to make any  statement  therein
not misleading  and (iii) the  Prospectus and any supplement  thereto (in either
case,  other  than with  respect to such  information  from  Holders),  does not
include an untrue  statement of a material fact or omit to state a material fact
necessary in order to make the statements therein, in light of the circumstances
under which they were made, not misleading.

          (c)  The  Company  shall  promptly  advise  the  Holders  of  Transfer
Restricted Securities  registered under the Shelf Registration  Statement (which
advice pursuant to clauses (ii) - (iv) shall be accompanied by an instruction to
suspend the use of the  Prospectus  until the requisite  changes have been made)
and, if requested by such Persons, shall confirm such advice in writing:

               (i) when  the  Shelf  Registration  Statement  and any  amendment
          thereto  has been  filed  with  the  Commission  and  when  the  Shelf
          Registration  Statement or any  post-effective  amendment  thereto has
          become effective;

               (ii) of any request by the Commission for amendments to the Shelf
          Registration  Statement or amendments or supplements to the Prospectus
          or for additional information relating thereto;

               (iii)  of the  issuance  by the  Commission  of  any  stop  order
          suspending the effectiveness of the Shelf Registration Statement or of
          the suspension by any state securities commission of the qualification
          of the  Transfer  Restricted  Securities  for  offering or sale in any
          jurisdiction,  or the  initiation  of any  proceeding  for  any of the
          preceding purposes; and

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               (iv) of the  happening  of any event that  requires the making of
          any changes in the Shelf  Registration  Statement or the Prospectus so
          that,  as of such  date,  the  Shelf  Registration  Statement  and the
          Prospectus  do not contain an untrue  statement of a material fact and
          do not omit to state a material fact required to be stated  therein or
          necessary  to  make  the  statements  therein  (in  the  case  of  the
          Prospectus,  in light of the circumstances under which they were made)
          not misleading.

          (d)  If at  any  time  the  Commission  shall  issue  any  stop  order
suspending the effectiveness of the Shelf Registration  Statement,  or any state
securities  commission  or  other  regulatory  authority  shall  issue  an order
suspending the  qualification  or exemption from  qualification  of the Transfer
Restricted Securities under state securities or Blue Sky laws, the Company shall
use its commercially reasonable best efforts to obtain the withdrawal or lifting
of such order at the earliest possible time.

          (e) The Company  shall  furnish to each Holder of Transfer  Restricted
Securities included under the Shelf Registration  Statement,  without charge, at
least  one copy of the  Shelf  Registration  Statement  and each  post-effective
amendment thereto,  including all financial statements and schedules,  documents
incorporated by reference therein and, if the Holder so requests in writing, all
exhibits (including exhibits incorporated therein by reference).

          (f) The Company shall,  during the  Effectiveness  Period,  deliver to
each  Holder  of  Transfer  Restricted   Securities  included  under  the  Shelf
Registration Statement,  without charge, such reasonable number of copies of the
Prospectus  (including  each  preliminary  prospectus)  included  in  the  Shelf
Registration  Statement and any  amendment or supplement  thereto as such Holder
may reasonably request to facilitate the public sale or other disposition of the
Transfer Restricted Securities by the selling Holder.

          (g) Prior to any public  offering  pursuant to the Shelf  Registration
Statement,  the Company shall use its  commercially  reasonable  best efforts to
register  or qualify  or  cooperate  with the  Holders  of  Transfer  Restricted
Securities  registered  thereunder  in  connection  with  the  registration  and
qualification  of such Transfer  Restricted  Securities  under the securities or
Blue  Sky laws of such  jurisdictions  as such  Holders  reasonably  request  in
writing  and do any and  all  other  acts  or  things  reasonably  necessary  or
advisable to enable the offer and sale in such  jurisdictions  of such  Transfer
Restricted Securities;  PROVIDED, HOWEVER, that the Company will not be required
to qualify generally to do business in any jurisdiction  where it is not then so
qualified  or to take any  action  that would  subject it to general  service of
process or to taxation in any jurisdiction where it is not then so subject.

          (h) Upon the occurrence of any event  contemplated by Section 4(c)(ii)
- (iv),  and subject to the provisions of Section 3, the Company shall file (and
use its commercially  reasonable best efforts to have declared effective as soon
as possible) a post-effective  amendment to the Shelf Registration  Statement or
an amendment or supplement to the Prospectus or file any other required document
so that,  as  thereafter  delivered  to the  purchasers  of Transfer  Restricted
Securities  registered under the Shelf  Registration  Statement,  the Prospectus
will not  contain an untrue  statement  of a material  fact or omit to state any
material  fact  necessary  to  make  the  statements  therein  in  light  of the
circumstances under which they were made not misleading. Each Holder of Transfer
Restricted Securities  registered under the Shelf Registration  Statement agrees
by acquisition of such Transfer Restricted  Securities that, upon receipt of any
notice from the Company of the  existence  of any fact of the kind  described in
Section  4(c)(ii)  -  (iv)  hereof,  such  Holder  will  forthwith   discontinue
disposition of Transfer Restricted Securities pursuant to the Shelf Registration
Statement  until such  Holder  receives  copies of the  supplemented  or amended
Prospectus contemplated by this Section 4(h), or until such Holder is advised in
writing by the Company that the use of the Prospectus  may be resumed,  and such
Holder has received copies of any additional or  supplemental  filings which are
incorporated by reference in the Prospectus. If so directed by the Company, each

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Holder will deliver to the Company (at the Company's expense) all copies,  other
than permanent file copies then in such Holder's  possession,  of the Prospectus
covering such Transfer  Restricted  Securities current at the time of receipt of
such notice.

          (i) The Company shall use its commercially  reasonable best efforts to
comply with all applicable  rules and  regulations of the  Commission,  and make
generally  available to its security holders or otherwise  provide in accordance
with  Section  11(a) of the  Securities  Act, as soon as  practicable  after the
effective  date  of the  Shelf  Registration  Statement  an  earnings  statement
satisfying the provisions of Section 11(a) of the Securities Act.

          (j) The  Company  may  require  each  Holder  of  Transfer  Restricted
Securities to be registered under the Shelf Registration Statement to furnish to
the Company such information  regarding such Holder and the distribution of such
Holder's  securities  thereunder as the Company may from time to time reasonably
require for inclusion in the Shelf Registration  Statement,  and the Company may
exclude from such registration the Transfer Restricted  Securities of any Holder
that fails to furnish such information  within a reasonable time after receiving
such request.

          (k)  The  Company  shall  make  available  at  reasonable   times  for
inspection by the Holders of the Transfer  Restricted  Securities  all financial
and other records,  pertinent  corporate documents and properties of the Company
and its subsidiaries;  and cause the Company's officers, directors and employees
to supply all  information  reasonably  requested by any Holder of at least $2.5
million  in value of Common  Stock in  connection  with the  Shelf  Registration
Statement  subsequent  to the filing  thereof as is  customary  for  similar due
diligence  examinations;   PROVIDED,  HOWEVER,  that  any  information  that  is
designated in writing by the Company, in good faith, as confidential at the time
of delivery  of such  information  shall be kept  confidential  by such  Holders
unless (i) such  disclosure  is required to be made in  connection  with a court
proceeding or required by law (provided that the disclosing party provides prior
written notice to the Company and cooperates with the Company,  at the Company's
expense,  to take  reasonable  and lawful  actions to avoid and/or  minimize the
extent of such  disclosure) or (ii) such  information  becomes  available to the
public other than through a wrongful act by such Person; and PROVIDED,  FURTHER,
that the foregoing  inspection and information  gathering shall, to the greatest
extent possible, be coordinated on behalf of the Holders entitled thereto by one
counsel designated by and on behalf of such Holders.

          (l) The Company shall use its  commercially  reasonable  best efforts,
subject to any  applicable  rules  thereto,  to cause all Common Stock  included
among  the  Transfer  Restricted  Securities  to be  listed  on each  securities
exchange on which the Common Stock is listed.

          5.   REGISTRATION EXPENSES.
               ---------------------

               (a) Except as otherwise  provided in Section 6, the Company shall
bear all expenses  incurred in connection  with the performance of or compliance
with its obligations under Sections 2 and 4 hereof, including without limitation
all  registration  and  filing  fees,  fees  and  expenses  of  compliance  with
securities or blue sky laws, printing expenses,  messenger and delivery expenses
and fees and  disbursements  of  counsel  for the  Company  and all  independent
certified  public  accountants,  and other persons  retained by the Company (all
such  expenses  being  herein  called  "Registration  Expenses").   Registration
Expenses shall also include the Company's internal expenses (including,  without
limitation,  all salaries and expenses of its officers and employees  performing
legal or  accounting  duties),  the  expense  of any annual  audit or  quarterly
review,  the expense of any  liability  insurance  and the expenses and fees for
listing the Common  Stock to be  registered  on the Nasdaq  Stock  Market.  Each
Holder  will  pay any  discounts  and  commissions  incurred  upon  the  sale of
securities by it under the Shelf Registration Statement.

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          6. INDEMNIFICATION AND CONTRIBUTION.
             --------------------------------

             (a) The  Company  agrees to indemnify and hold harmless each Holder
(for purposes of this Section 6, "Holder" shall include the officers, directors,
partners, employees and agents, and each Person, if any, who controls any Holder
("controlling Person") within the meaning of Section 15 of the Securities Act or
Section 20(a) of the Exchange Act), from and against any and all losses, claims,
damages,  expenses or liabilities,  joint or several (and actions,  proceedings,
suits and litigation in respect thereof),  whatsoever, as the same are incurred,
to which such Holder or any such  controlling  Person may become subject,  under
the  Securities  Act, the Exchange Act or any other  statute or at common law or
otherwise (i) insofar as such losses, claims,  damages,  expenses or liabilities
arise out of or are based upon any untrue  statement or alleged untrue statement
of a  material  fact  contained  in the  Shelf  Registration  Statement,  or any
preliminary  Prospectus  or  Prospectus  (as  from  time  to  time  amended  and
supplemented) or arise out of or are based upon the omission or alleged omission
therefrom of a material fact required to be stated  therein or necessary to make
the  statements   therein  (with  respect  to  any  preliminary   Prospectus  or
Prospectus,  in the light of the circumstances  under which they were made), not
misleading;  PROVIDED, HOWEVER, that the Company shall not be liable in any such
case to the  extent  that any such loss,  claim,  damage,  expense or  liability
arises out of or is based upon any untrue  statement or alleged untrue statement
or omission  or alleged  omission  made in the  Registration  Statement,  or any
preliminary  Prospectus  or  Prospectus  or any such  amendment or supplement in
reliance  upon and in  conformity  with  written  information  furnished  to the
Company by or on behalf of any such Holder  specifically  for inclusion  therein
and PROVIDED,  FURTHER,  that the Company shall not be liable to any such Holder
under the  indemnity  agreement  in this  Section  6(a)(i)  with  respect to any
preliminary  Prospectus or Prospectus (as such  Prospectus has then been amended
or supplemented) to the extent that any such loss,  liability,  claim, damage or
expense of such Holder arises out of a sale of Transfer Restricted Securities by
such Holder to a Person to whom there was not sent or given,  at or prior to the
written  confirmation  of  such  sale,  a  copy  of  the  Prospectus  (or of the
Prospectus  as then  amended or  supplemented)  if the  Company  has  previously
furnished  copies  thereof to such Holder a  reasonable  time in advance and the
loss, liability,  claim, damage or expense of such Holder results from an untrue
statement  or alleged  untrue  statement  or omission  or alleged  omission of a
material fact contained in the preliminary  Prospectus (or the Prospectus) which
was corrected in the Prospectus  (or the Prospectus as amended or  supplemented)
or (ii) to the extent that any such loss,  claim,  damage,  expense or liability
arises out of or is based upon any action or failure to act by such  Holder that
is found in a final judicial  determination (or a settlement tantamount thereto)
to constitute bad faith,  willful  misconduct or gross negligence on the part of
such Holder.  The indemnity  agreement in this Section 6(a) shall be in addition
to any liability which the Company may have at common law or otherwise.

               (b)  Each  Holder  agrees  to  indemnify  and hold  harmless  the
Company,  each of its directors,  each of its officers and each other Person, if
any, who controls the Company within the meaning of the  Securities  Act, to the
same extent as the foregoing indemnity from the Company to the Holders, but only
with  respect to  statements  or  omissions,  if any,  made in  conformity  with
information  relating  to such  Holder  furnished  in  writing  by  such  Holder
specifically  for use in the Shelf  Registration  Statement,  or any preliminary
Prospectus or the  Prospectus or any  amendment  thereof or supplement  thereto;
PROVIDED,  HOWEVER,  that the obligation to indemnify will be individual to each
Holder and will be limited to the amount of net proceeds received by such Holder
from  the  sale  of  Transfer  Restricted   Securities  pursuant  to  the  Shelf
Registration Statement.

               (c)  Promptly after  receipt by an  indemnified  party under this
Section 6 of notice of the commencement of any action, suit or proceeding,  such
indemnified party shall, if a claim in respect thereof is to be made against one
or more  indemnifying  parties  under this Section 6, notify each party  against
whom indemnification is to be sought in writing of the commencement thereof (but
the  failure  to notify an  indemnifying  party  shall not  relieve  it from any
liability  which it may have under Sections 6(a) or (b) unless and to the extent

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that it has been  prejudiced  in a material  respect by such failure or from the
forfeiture of substantial rights and defenses). In case any such action, suit or
proceeding  is  brought  against  any  indemnified  party,  and it  notifies  an
indemnifying  party or parties of the  commencement  thereof,  the  indemnifying
party or parties will be entitled to participate  therein,  and to the extent it
may elect by written notice  delivered to the  indemnified  party promptly after
receiving  the  aforesaid  notice  from such  indemnified  party,  to assume the
defense thereof with counsel reasonably  satisfactory to such indemnified party,
which  may  be  the  same  counsel  as  counsel  to  the   indemnifying   party.
Notwithstanding  the foregoing,  the indemnified party or parties shall have the
right to  employ  its or their  own  counsel  in any such  case but the fees and
expenses of such counsel  shall be at the expense of such  indemnified  party or
parties unless (i) the employment of such counsel shall have been  authorized in
writing by the  indemnifying  parties  in  connection  with the  defense of such
action at the expense of the indemnifying  party, (ii) the indemnifying  parties
shall not have employed  counsel  reasonably  satisfactory  to such  indemnified
party to take  charge of the  defense of such action  within a  reasonable  time
after notice of  commencement of the action or (iii) such  indemnified  party or
parties shall have reasonably concluded, after consultation with counsel to such
indemnified  party or parties,  that a conflict of interest  exists  which makes
representation  by counsel  chosen by the  indemnifying  party not advisable (in
which  case the  indemnifying  parties  shall not have the  right to direct  the
defense of such action on behalf of the indemnified party or parties), in any of
which events such fees and expenses of one additional  counsel shall be borne by
the indemnifying  parties. In no event shall the indemnifying  parties be liable
for fees and  expenses  of more  than one  counsel  (in  addition  to any  local
counsel)  separate  from  their  own  counsel  for all  indemnified  parties  in
connection with any one action or separate but similar or related actions in the
same jurisdiction  arising out of the same general allegations or circumstances.
Anything in this  Section 6 to the  contrary  notwithstanding,  an  indemnifying
party  shall not be liable for any  settlement  of any claim or action  effected
without its written consent.

               (d) In order to provide for just and  equitable  contribution  in
any case in which (i) an  indemnified  party  makes  claim  for  indemnification
pursuant to this Section 6, but it is judicially  determined  (by the entry of a
final judgment or decree by a court of competent jurisdiction and the expiration
of time to  appeal  or the  denial  of the  last  right  of  appeal)  that  such
indemnification  may not be enforced in such case  notwithstanding the fact that
the express  provisions  of this Section 6 provide for  indemnification  in such
case, or (ii) contribution  under the Securities Act may be required,  then each
indemnifying  party,  in lieu of  indemnifying  such  indemnified  party,  shall
contribute  to the  amount  paid as a result of such  losses,  claims,  damages,
expenses or liabilities (or actions, suits, proceedings or litigation in respect
thereof) in such  proportion as is  appropriate to reflect the relative fault of
each  of the  contributing  parties,  on the  one  hand,  and  the  party  to be
indemnified,  on the other hand, in connection  with the statements or omissions
that resulted in such losses, claims, damages, expenses or liabilities,  as well
as  any  other  relevant  equitable  considerations.  Relative  fault  shall  be
determined by reference  to, among other  things,  whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to  information  supplied by the Company or by a Holder,
and  the  parties'  relative  intent,  knowledge,   access  to  information  and
opportunity to correct or prevent such untrue statement or omission.  The amount
paid or  payable  by an  indemnified  party as a result of the  losses,  claims,
damages,  expenses or liabilities (or actions, suits,  proceedings or litigation
in respect  thereof)  referred to above in this  Section 6(d) shall be deemed to
include any legal or other  expenses  reasonably  incurred  by such  indemnified
party in connection with investigating,  preparing or defending any such action,
claim, suit,  proceeding or litigation.  Notwithstanding  the provisions of this
Section 6(d), no Holder shall be required to contribute  any amount in excess of
the amount by which the total price at which the Transfer Restricted  Securities
sold by such  indemnifying  party and  distributed to the public were offered to
the public  exceeds the amount of any damages that such  indemnifying  party has
otherwise  been  required  to pay by reason of such  untrue  or  alleged  untrue
statement  or  omission  or alleged  omission.  No Person  guilty of  fraudulent
misrepresentation  (within the meaning of Section 12(f) of the  Securities  Act)

                                       7
<PAGE>

shall be  entitled  to  contribution  from any Person who was not guilty of such
fraudulent  misrepresentation.  For purposes of this Section 6, each Person,  if
any, who controls the Company  within the meaning of the  Securities  Act,  each
executive officer of the Company and each director of the Company shall have the
same rights to contribution as the Company, subject in each case to this Section
6(d). Any party entitled to contribution will,  promptly after receipt of notice
of commencement of any action, suit, proceeding or litigation against such party
in respect to which a claim for  contribution  may be made against another party
or parties  under this  Section  6(d),  notify  such party or parties  from whom
contribution may be sought,  but the omission so to notify such party or parties
shall not relieve the party or parties from whom contribution may be sought from
any  obligation  it or they may have  hereunder  or  otherwise  than  under this
Section  6(d),  or to the extent that such party or parties  were not  adversely
affected by such omission.  The contribution  agreement set forth above shall be
in addition to any liabilities  which any indemnifying  party may have at common
law or otherwise.

     7. RULES 144 AND 144A. The Company shall use  commercially  reasonable best
efforts to file the reports  required to be filed by it under the Securities Act
and the Exchange  Act in a timely  manner and, if at any time the Company is not
required to file such reports,  it will,  upon the written request of any Holder
of Transfer Restricted Securities,  make publicly available other information so
long as necessary to permit sales of such Holder's securities pursuant to

     8. Rules 144 and 144A. The Company covenants that it will take such further
action as any Holder of Transfer  Restricted  Securities may reasonably request,
all to the extent  required  from time to time,  to enable  such  Holder to sell
securities  without  registration under the Securities Act within the limitation
of the exemptions  provided by Rules 144 and 144A (including the requirements of
Rule 144A(d)(4)).

     9. MISCELLANEOUS.
        -------------

        (a) AMENDMENTS AND WAIVERS.  The provisions of this Agreement may not be
amended,  modified or  supplemented,  and waivers or consents to departures from
the  provisions  hereof may not be given,  unless the Company has  obtained  the
written consent of Holders of a majority of the Transfer  Restricted  Securities
issued and outstanding at such time.  Notwithstanding the foregoing, a waiver or
consent to depart  from the  provisions  of  Section 6 hereof or any  amendment,
modification  or  supplement  to the same or that  affects  Holders of  Transfer
Restricted  Securities  differently  shall require the consent of each Holder of
Transfer  Restricted  Securities  whose  rights are  directly  affected  by such
action.

        (b)  NOTICES.  All  notices  and other  communications  provided  for or
permitted hereunder shall be made in writing by hand-delivery, first-class mail,
telex, telecopier, or air courier guaranteeing overnight delivery:

                  (1) if to a  Holder,  at the  address  of  such  Holder  set
            forth on Annex 1 attached hereto;

                  (2)  if to the Company, at:

                        Netrix Corporation
                        13595 Dulles Technology Drive
                        Herndon, Virginia 22071
                        Attention: President

                  (3)  if to AetherWorks, at:

                                       8
<PAGE>

                        AetherWorks Corporation
                        445 Minnesota Street, Suite 2400
                        St. Paul, Minnesota 55101-2139
                        Attention:  President

or to such other  addresses as the recipient  party has specified to the sending
party by prior written notice to the sending party.

            All such  notices  and  communications  shall be deemed to have been
duly given:  when delivered by hand, if personally  delivered;  one business day
after being delivered to a next-day air courier;  five business days after being
deposited  in the mail;  when  answered  back,  if faxed;  and when  receipt  is
acknowledged by the recipient's telecopier machine, if telecopied.

          (c)  REMEDIES.  In the event of a breach by the Company or by a Holder
of any of their respective obligations under this Agreement,  each Holder or the
Company,  as the case may be, in  addition to being  entitled  to  exercise  all
rights  granted by law, will be entitled to specific  performance  of its rights
under this  Agreement.  The Company and each Holder agree that monetary  damages
would not be adequate  compensation  for any loss incurred by reason of a breach
by it of any of the provisions of this Agreement and hereby further agrees that,
in the event of any action for specific  performance  in respect of such breach,
it shall waive the defense that a remedy at law would be adequate.

          (d) SEVERABILITY.  The remedies provided herein are cumulative and not
exclusive of any remedies provided by law. If any term,  provision,  covenant or
restriction of this Agreement is held by a court of competent jurisdiction to be
invalid, illegal, void or unenforceable, the remainder of the terms, provisions,
covenants  and  restrictions  set forth  herein  shall  remain in full force and
effect and shall in no way be affected,  impaired or invalidated and the parties
hereto  shall use their  reasonable  efforts to find and  employ an  alternative
means to achieve the same or substantially  the same result as that contemplated
by such term,  provision,  covenant or restriction.  It is hereby stipulated and
declared to be the  intention of the parties  that they would have  executed the
remaining terms, provisions, covenants and restrictions without including any of
such that may be hereafter declared invalid, illegal, void or unenforceable.

          (e) NO INCONSISTENT  AGREEMENTS.  The Company will not hereafter enter
into any agreement with respect to its securities which is inconsistent  with or
violates the rights granted to the Holders in this Agreement.

          (f)  SUCCESSORS  AND ASSIGNS.  All  covenants  and  agreements in this
Agreement  by or on behalf of any of the  parties  hereto will bind and inure to
the benefit of their respective heirs,  executors,  administrators,  successors,
legal  representatives  and  assigns.  In  addition,  whether or not any express
assignment has been made,  the  provisions of this  Agreement  which are for the
benefit  of  Holders  are also for the  benefit  of,  and  enforceable  by,  any
subsequent Holder.

          (g)  DESCRIPTIVE HEADINGS.  The descriptive headings of this Agreement
are  inserted  for  convenience  only  and do not  constitute  a  part  of  this
Agreement.

          (h) GOVERNING LAW. All questions concerning the construction, validity
and  interpretation  of this  Agreement  shall be governed by and  construed  in
accordance  with the domestic  laws of the  Commonwealth  of  Virginia,  without
giving effect to any choice of law or conflict of law provision or rule (whether
of the Commonwealth of Virginia or any other  jurisdiction) that would cause the
application  of the laws of any  jurisdiction  other  than the  Commonwealth  of
Virginia.

                                       9
<PAGE>

      IN WITNESS  WHEREOF,  the  Company  and  AetherWorks  have  executed  this
Registration Rights Agreement as of the date first written above.

                                    NETRIX CORPORATION


                                    By: /s/ Steven T. Francesco
                                    Name:  Steven T. Francesco
                                    Title: Chairman & CEO



                                    AETHERWORKS CORPORATION


                                    By: /s/ Jonathan A. Sachs
                                    Name:  Jonathan A. Sachs
                                    Title: President & CEO


                                       10

<PAGE>




                                     ANNEX 1

                                    INVESTORS

<TABLE>
<CAPTION>



<S>                            <C>                      <C>                     <C>
                               Number of shares         Number of shares        Number of shares
                                  of Common                of Common              Common Stock
Name and Address                  Stock Owned          Underlying Options      Underlying Warrants
----------------                  -----------          ------------------      -------------------




</TABLE>