<PAGE>   1

                                                                  EXHIBIT 4.1(p)



                              AMENDED AND RESTATED

                          REGISTRATION RIGHTS AGREEMENT

                                      among

                         NEXT GENERATION NETWORK, INC.,

                                       and

                        CERTAIN OF ITS SECURITIES HOLDERS


                          DATED AS OF JANUARY 28, 2000




<PAGE>   2


                                TABLE OF CONTENTS
<TABLE>
<CAPTION>

                                                                                                                Page
                                                                                                                ----
<S>                                                                                                             <C>
1. Definitions....................................................................................................1
2. Securities Subject to this Agreement...........................................................................3
3. Registration of Registrable Securities.........................................................................3
   3.1 Demand Registration........................................................................................4
   3.2 Piggyback Registration.....................................................................................6
3.3 Registration on Form S-3......................................................................................7
4. Hold-Back Agreements...........................................................................................7
5. Registration Procedures........................................................................................7
6. Expenses of Registration......................................................................................11
7 Indemnification................................................................................................11
8. Current Public Information....................................................................................14
9. Termination of Predecessor Registration Rights Agreements.....................................................14
10. Miscellaneous................................................................................................15

</TABLE>



SCHEDULES

Schedule A - Other Parties to this Agreement

Schedule B - Warrant Holders

Schedule C - Other Parties to the Primary Former Registration Rights Agreement

Schedule D - Other Holders of Registrable Securities with Registration
             Rights Agreements

Schedule E - Surviving Registration Rights




CROSS REFERENCE OF DEFINED TERMS


                                       i
<PAGE>   3

<TABLE>
<CAPTION>


 Term                                                                                                     Section
------                                                                                                   ---------
<S>                                                                                                      <C>
Advice.........................................................................................................5(p)

affiliate.........................................................................................................1

Agreement..................................................................................................Preamble

associate.........................................................................................................1

best efforts......................................................................................................1

comfort........................................................................................................5(l)

Common Stock......................................................................................................1

Company....................................................................................................Preamble

Demand.......................................................................................................3.1(a)

Exchange Act......................................................................................................1

Existing Investors................................................................................................1

firm commitment...................................................................................................1

Form S-3 Demand..............................................................................................3.3(a)

hereof, herein, hereunder.....................................................................................10(j)

Incidental Registration...........................................................................................1

including, includes...........................................................................................10(j)

Initiating Form S-3 Holders..................................................................................3.3(a)

Initiating Holder.................................................................................................1

IPO...............................................................................................................1

NASD..............................................................................................................1

NBIC.......................................................................................................Preamble

NBIC Holders......................................................................................................1

</TABLE>




                                       ii
<PAGE>   4

<TABLE>
<CAPTION>

 Term                                                                                                     Section
------                                                                                                   ---------
<S>                                                                                                        <C>
person............................................................................................................1

Predecessor Registration Rights Agreement......................................................................9(a)

Prospectus........................................................................................................1

qualified independent underwriter.................................................................................1

Registrable Securities............................................................................................1

Registration Expenses.............................................................................................1

Registration Statement............................................................................................1

Requesting Holder............................................................................................3.2(a)

SEC...............................................................................................................1

Sections......................................................................................................10(j)

Securities Act....................................................................................................1

Selling Expenses..................................................................................................1

Selling Holders...................................................................................................1

Stock Purchase Agreement...................................................................................Preamble

underwritten offering.............................................................................................1

Unit Warrant Holders.......................................................................................9(a)(ii)

Warrant Holders...................................................................................................1

without limitation............................................................................................10(j)
</TABLE>




                                      iii
<PAGE>   5





               AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

                                January 28, 2000


         The parties to this Amended and Restated Registration Rights Agreement
(this "Agreement") are Next Generation Network, Inc., a Delaware corporation
(the "Company"), Nevada Bond Investment Corp. II, a Nevada corporation ("NBIC"),
which is a wholly-owned subsidiary of United Technologies Corporation, the
persons listed on Schedule A hereto, and those other persons who are now or
hereafter signatories to this Agreement.

         The Company and NBIC are parties to a Stock Purchase Agreement, dated
as of January 28, 2000 (the "Stock Purchase Agreement"), pursuant to which,
subject to the terms and conditions of the Stock Purchase Agreement, NBIC will
purchase newly-issued shares of Common Stock from the Company. Among those
conditions is that the Company grant certain registration rights to NBIC and
that the other parties to this Agreement that are presently party to various
registration rights agreements with the Company, amend and restate those
agreements by entering into this Agreement.

         Accordingly, the parties to this Agreement, intending to be legally
bound hereby, agree as follows:

         1. Definitions. As used in this Agreement, the following terms shall
have the following meanings:


         "affiliate" has the meaning ascribed to that term in Rule 405 of the
Securities Act.

         "associate" has the meaning ascribed to that term in Rule 405 of the
Securities Act.

         "Common Stock" means the Common Stock, par value $.01 per share, of the
Company, as such par value may be changed from time to time.

         "Demand" has the meaning ascribed to that term in Section 3.1.

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

         "Existing Investors" means 21st Century Communications Partners, L.P.,
a Delaware limited partnership, 21st Century Communications T-E Partners, L.P.,
a Delaware limited partnership, 21st Century Communications Foreign Partners,
L.P., a Delaware limited partnership, Pulitzer, Inc., John Griffin, David
Pecker, Peter Ezersky, David Lee, Joshua Steiner, Charles Curran, Jr., Robert L.
Winikoff and Elektra Investments, A.V.V., an Aruban exempted company, and their
respective successors, assigns and transferees, in their capacity as holders of
Registrable Securities.



<PAGE>   6

         "Incidental Registration" has the meaning ascribed to that term in
Section 3.2.

         "Initiating Holder" means each of (i) the NBIC Holders, considered
collectively as one "Initiating Holder", and (ii) the Existing Investors,
considered collectively as one "Initiating Holder".

         "IPO" means an initial underwritten public offering of shares of Common
Stock pursuant to an effective Registration Statement.

         "NBIC Holders" means NBIC, Otis Elevator Company, United Technologies
Corporation, their respective successors, assigns and direct and indirect
transferees, and their respective affiliates and associates, in their capacity
as holders of Registrable Securities.

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

         "Prospectus" means the prospectus included in any Registration
Statement, as amended or supplemented by any prospectus supplement and by all
other amendments, and supplements to such prospectus, including post-effective
amendments, and all information incorporated by reference in such prospectus.

         "Registrable Securities" means any shares of Common Stock (i) owned as
of the date hereof by a party to this Agreement or purchased by NBIC pursuant to
the Stock Purchase Agreement, (ii) underlying the warrants owned on the date
hereof by the "Warrant Holders" identified on Schedule B hereto, or (iii)
acquired after the date hereof by a party to this Agreement by virtue of any
stock split or combination, stock dividend or similar event in respect of any of
the shares referred to in clause (i) or (ii) of this definition, or otherwise
(excluding however any shares purchased in a public offering or in an open
market transaction following an IPO by any person who is not an affiliate of the
Company); provided, however, that shares of Common Stock that are Registrable
Securities shall cease to be Registrable Securities upon the sale thereof
pursuant to an effective Registration Statement or pursuant to Rule 144 (or
successor rule) under the Securities Act or, after the fifth anniversary of the
date of this Agreement, upon, in the case of any holder that together with its
affiliates or associates holds an aggregate of less than 3% of the Company's
outstanding Common Stock, such holder becoming eligible to sell shares of Common
Stock pursuant to Rule 144(k) (or successor rule) under the Securities Act or
otherwise without restriction under the Securities Act; and provided further
that shares of Common Stock that are Registrable Securities shall continue to be
Registrable Securities upon their transfer in a private transaction exempt from
the registration requirements of the Securities Act to a person who is already a
party to this Agreement (or an affiliate or associate of any party to this
Agreement) or who becomes a party to this Agreement by agreeing in writing to be
bound by the terms of this Agreement, such agreement to be in form and substance
reasonably satisfactory to the Company.

         "Registration Expenses" means all registration and filing fees, fees
with respect to filings required to be made with the National Association of
Securities Dealers, Inc. (the

                                       2
<PAGE>   7

"NASD"), the fees and expenses of any "qualified independent underwriter" (as
negotiated between the Company and such underwriter), if any, that is required
to be retained by any holder of Registrable Securities in accordance with the
rules and regulations of the NASD, fees and expenses of compliance with
securities or blue sky laws (including reasonable fees and disbursements of one
counsel for the underwriters or sellers of Registrable Securities in connection
with blue sky qualifications of the Registrable Securities and determination of
their eligibility for investment under the laws of such jurisdictions as the
managing underwriters or holders of a majority of the Registrable Securities
being sold may designate), printing expenses, messenger, telephone and
distribution expenses associated with the preparation and distribution of any
Registration Statement, any Prospectus, and amendments or supplements thereto,
any underwriting agreements, securities sales agreements and other documents
relating to the performance of and compliance with this Agreement, all fees and
expenses associated with the listing of any Registrable Securities on any
securities exchange or exchanges, and fees and disbursements of counsel for the
Company and its independent certified public accountants, any fees and expenses
of underwriters customarily paid by issuers (but specifically excluding any
Selling Expenses), the fees and expenses of other persons retained by the
Company, and the reasonable fees and disbursements of one counsel to the holders
of the Registrable Securities that are being sold, selected by the holders of at
least 50% of the Registrable Securities that are being sold, which counsel shall
be reasonably satisfactory to the Company.

         "Registration Statement" means any registration statement of the
Company filed under the Securities Act, including the Prospectus forming a part
thereof, amendments and supplements to such Registration Statement, including
post-effective amendments, and all exhibits to and all information incorporated
by reference in such Registration Statement.

         "SEC" means the Securities and Exchange Commission.

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

         "Selling Expenses" means, with respect to any holder of Registrable
Securities, all underwriting discounts, selling commissions and stock transfer
or documentary stamp taxes, if any, applicable to any Registrable Securities
registered and sold by such holder, and all fees and disbursements of any
counsel for such holder (other than any counsel fees expressly constituting a
Registration Expense as defined in this Agreement).

         "Selling Holders" has the meaning ascribed to that term in Section 3.1.

         "underwritten offering" means an offering registered under the
Securities Act in which securities are sold to an underwriter, whether on a
"firm commitment", "best efforts" or other basis, for reoffering to the public.

         2. Securities Subject to this Agreement. The only securities entitled
to the benefits of this Agreement are the Registrable Securities.

         3. Registration of Registrable Securities.

                                      3
<PAGE>   8

         3.1 Demand Registration.



              (a) Demand and Notice Procedures. Subject to the other provisions
of this Agreement, any Initiating Holder or Holders shall have the right, at any
time on or after 180 days following the consummation of an IPO, exercisable by
making a written request to the Company (with each such request being referred
to hereinafter as a "Demand"), to require that the Company effect the
registration in accordance with the provisions of the Securities Act of the
offering and sale of any of the Registrable Securities held by such Initiating
Holder or Holders. In addition, if the Company has not consummated an IPO prior
to the third anniversary of the date hereof, the NBIC Holders (acting
collectively by vote of holders of a majority of the Registrable Shares then
held by the NBIC Holders) shall have the right to make one additional Demand to
require that the Company effect the registration in accordance with the
provisions of the Securities Act of the offering and sale of any Registrable
Securities held by the NBIC Holders; provided, however, that such right to make
an additional Demand in accordance with this sentence shall terminate upon the
earlier to occur of (i) the date on which (A) NBIC, Otis Elevator Company or
United Technologies Corporation, (B) persons who become their corporate
successors, including by virtue of a merger, consolidation, business combination
or sale of all or a significant part of their business or assets, and/or (C)
their respective affiliates or associates cease to own, in the aggregate, at
least 50% of the number of shares of Common Stock purchased by NBIC on the date
of its purchase under the Stock Purchase Agreement (such number to be
appropriately adjusted to reflect any stock splits, reverse stock splits, stock
dividends, combinations, reclassifications or the like with respect to the
Common Stock after the date hereof), and (ii) the consummation of an IPO. Upon
receipt of one or more Demands, the Company shall promptly give written notice
of the Demand to all other holders of Registrable Securities, and the Company
shall use all reasonable efforts to effect, at the earliest practicable date,
the registration of (i) the offering and sale of the Registrable Securities that
the Company has been so required to register by such Initiating Holder or
Holders, and (ii) the offering and sale of all other Registrable Securities that
the Company has been requested to register by the holders thereof (such holders
together with the Initiating Holders being hereinafter referred to as the
"Selling Holders") by written request given to the Company within 20 days after
the giving of such written notice by the Company.

              (b) Effective Registration Statement. A registration requested
pursuant to this Section 3.1 shall not be deemed to have been effected (i)
unless a Registration Statement with respect thereto has become effective and
remained effective in compliance with the provisions of the Securities Act with
respect to the disposition of all Registrable Securities covered by such
Registration Statement until such time as all of such Registrable Securities
have been disposed of in accordance with the intended methods of disposition by
the Selling Holders thereof set forth in such registration statement, unless the
failure to so dispose of such Registrable Securities shall be caused by reason
of a failure on the part of the Selling Holders; provided, that such period need
not exceed 180 days, (ii) if, after it has become effective, such registration
is interfered with by any stop order, injunction or other order or requirement
of the SEC or other governmental agency or court for any reason not attributable
to the Selling Holders and has not thereafter become effective, or (iii) if the
conditions to closing specified in the underwriting agreement, if any, entered
into in connection with such registration are not satisfied or waived, other
than by reason of a failure on the part of the Selling Holders.


                                       4
<PAGE>   9

              (c) Selection of Underwriters. The underwriter or underwriters of
each underwritten offering of the Registrable Securities so to be registered
shall be selected by the Company and, with respect to any registration requested
pursuant to Section 3.1 only, shall be reasonably acceptable to the Selling
Holders of more than 50% of the Registrable Securities to be included in such
registration.

              (d) Priority in Requested Registration. If the managing
underwriter of any underwritten offering of Registrable Securities shall advise
the Company in writing (and the Company shall so advise each Selling Holder of
Registrable Securities requesting registration of such advice) that, in its
opinion, the number of Registrable Securities requested to be included in such
registration exceeds the number which can be sold in such offering within a
price range acceptable to the Selling Holders of 66-2/3% of the Registrable
Securities requested to be included in such registration, the Company, except as
otherwise provided in this Section 3.1(d), shall include in such registration,
to the extent of the number which the Company is so advised can be sold in such
offering, Registrable Securities requested to be included in such registration
allocated pro rata among the Selling Holders in proportion, as nearly as
practicable, to the respective amounts of Registrable Securities requested to be
included in such registration; provided, however, that if more than 10% of all
Registrable Securities requested to be included by an Initiating Holder or
Holders cannot be so included, such request shall not be counted for purposes of
the number of Demands an Initiating Holder is entitled pursuant to Section
3.1(e). If the total number of Registrable Securities requested by a Selling
Holder to be included in such registration cannot be included as provided in
this Section 3.1(d) or as a result of any other registration rights granted by
the Company, a Selling Holder shall have the right to withdraw such Selling
Holder's request for registration by giving written notice to the Company within
10 days after receipt of such notice from the Company.

              (e) Limitations on Demand Registrations. Each Initiating Holder
may exercise only one Demand during the term of this Agreement, except as
expressly set forth in the second sentence of Section 3.1(a). Following a
registration pursuant to this Section 3.1, the Company shall not be required to
effect another registration pursuant to this Section 3.1 for 180 days following
the effectiveness (within the meaning of Section 3.1(b)) of the Registration
Statement filed with respect to such first registration. In addition, the
Company may delay the filing of any Registration Statement pursuant to this
Section 3.1 for a reasonable period of time if, in the good faith judgment of
the Board of Directors of the Company, the Company would be required to include
in such registration statement material information which at that time could not
be publicly disclosed without materially interfering with any financing,
acquisition, corporate reorganization or other material development or
transaction then pending or in progress and without other material adverse
consequences; provided, however, that the Company shall make such filing no
later than the earlier of (i) the date on which the conditions that permitted it
to delay such filing no longer pertain and (ii) the period ending 90 days after
receipt of the Demand. In the event of any such delay, any Selling Holder shall
have the right to withdraw his or its request for registration prior to the end
of such delay, and any such withdrawn request that would otherwise have been
considered a Demand shall not be considered for purposes of the determining the
maximum number of Demands provided for in the first sentence of this Section
3.1(e).

                                       5
<PAGE>   10

         3.2 Piggyback Registration.


              (a) Right to Include Registrable Securities. If the Company at any
time (other than such time as the Company first issues Common Stock in an IPO)
proposes to register the offering and sale of shares of Common Stock under the
Securities Act by registration on any form other than forms S-4 or S-8 (or any
successors thereto) or pursuant to Section 3.3, whether or not for sale for its
own account, it shall each such time give prompt written notice to all holders
of Registrable Securities of its intention to do so and of such holders' rights
under this Section 3.2. Upon the written request of any such holder (a
"Requesting Holder") made as promptly as practicable and in any event within 20
days after the receipt of any such notice (which request shall specify the
Registrable Securities intended to be disposed of by such Requesting Holder and
the intended methods of such disposition), the Company shall use all reasonable
efforts to effect the registration under the Securities Act of all Registrable
Securities which the Company has been so requested to register by the Requesting
Holders thereof to the extent required to permit the disposition (in accordance
with such intended methods thereof) of the Registrable Securities so to be
registered; provided that (i) if such registration involves an underwritten
offering to the public, all holders of Registrable Securities requesting to be
included in the Company's registration must sell their Registrable Securities to
the underwriters selected by the Company on the same terms and conditions as
apply to the Company; and (ii) if, at any time after giving notice of its
intention to register any securities pursuant to this Section 3.2(a) and prior
to the effective date of the registration statement filed in connection with
such registration, the Company shall determine for any reason not to register
such securities, the Company shall give written notice to all holders of
Registrable Securities and, thereupon, shall be relieved of its obligation to
register any Registrable Securities in connection with such registration (but
not from any obligation of the Company to pay the Registration Expenses in
connection therewith), without prejudice, however, to the rights of holders
under Section 3.1. If a registration pursuant to this Section 3.2(a) involves an
underwritten offering to the public, any holder of Registrable Securities
requesting to be included in such registration may elect, in writing prior to
the effective date of the registration statement filed in connection with such
registration, not to register such securities in connection with such
registration. No registration effected under this Section 3.2 shall relieve the
Company of its obligations to effect registrations upon request under Section
3.1.

              (b) Priority in Piggyback Registrations. If the managing
underwriter of the underwritten offering shall inform the Company by letter of
its opinion that the number of Registrable Securities requested to be included
in such registration would, in its opinion, materially adversely affect such
offering, including the price at which such securities can be sold, and the
Company has so advised the Requesting Holders in writing, then the Company shall
include in such registration, to the extent of the number which the Company is
so advised can be sold in (or during the time of) such offering, first, all
securities proposed by the Company as so advised can be sold for its own
account, second, to the extent that the number of shares of Common Stock which
the Company proposes to sell for its own account pursuant to Section 3.2(a) is
less than the number of shares of Common Stock which the Company has been
advised can be sold in such offering without having the material adverse effect
referred to above, such Registrable Securities requested to be included in such
registration pursuant to this Section 3.2,

                                       6
<PAGE>   11

allocated pro rata among such Requesting Holders in proportion, as nearly as
practicable, to the respective amounts of Registrable Securities requested to be
included in such registration.

         3.3 Registration on Form S-3.


              (a) Requirements. If at any time or from time to time following an
IPO, (i) any NBIC Holder or Holders owning (at the time of the request) an
aggregate of more than 3% of the Common Stock or any Existing Investor or
Investors owning (at the time of the request) an aggregate of more than 3% of
the Common Stock (the "Initiating Form S-3 Holders") request that the Company
file a registration statement under the Securities Act on Form S-3 (or successor
form thereto) covering the sale or other distribution of all or any portion of
the Registrable Securities held by such Initiating Form S-3 Holder or Holders
pursuant to Rule 415 under the Securities Act ("Form S-3 Demand"), (ii) the
reasonably anticipated aggregate price to the public would equal or exceed
$5,000,000, (iii) the Company is a registrant qualified to use Form S-3 (or any
successor thereto) to register such Registrable Securities and (iv) the plan of
distribution of the Registrable Securities is other than pursuant to an
underwritten offering, then the Company shall use its reasonable efforts to
register under the Securities Act on Form S-3 (or any successor thereto) at the
earliest practicable date, for sale in accordance with the method of disposition
specified in the Form S-3 Demand, the number of Registrable Securities specified
in such Form S-3 Demand. Each Initiating Holder shall be entitled to a separate
registration statement pursuant to this Section 3.3. Notwithstanding the
foregoing, if the Company shall furnish to the Initiating Form S-3 Holder or
Holders a certificate signed by the Chief Executive Officer of the Company
stating that in the good faith opinion of the Board of Directors of the Company
it would be materially detrimental to the Company and its stockholders for such
registration statement to be filed and it is therefore desirable to defer the
filing of such registration statement, the Company shall have the right to defer
taking action with respect to such filing for a period of 90 days after receipt
of the Form S-3 Demand.

              (b) Number of Form S-3 Demands. Notwithstanding anything in
Section 3.1(e) to the contrary and for so long as the requirements set forth in
Section 3.3(a) above are satisfied, any Initiating Form S-3 Holder or Holders
may exercise an unlimited number of Form S-3 Demands.


         4. Hold-Back Agreements. Each holder of Registrable Securities shall,
if requested by the managing underwriter or underwriters in an underwritten
offering, agree not to effect any public sale or distribution of securities of
the Company of the same class as the securities included in such Registration
Statement, including a sale pursuant to Rule 144 under the Securities Act,
except as part of such underwritten registration, during the 15-day period prior
to, and during a period of up to 120 days beginning on, the closing date of each
underwritten offering made pursuant to such Registration Statement, to the
extent timely notified in writing by the Company or the managing underwriter or
underwriters.

         5. Registration Procedures. In connection with the Company's
obligations under Section 3, the Company shall use all reasonable efforts to
effect such registration to permit the sale of such Registrable Securities in
accordance with the intended method or methods of distribution thereof, and
pursuant thereto the Company shall as expeditiously as practicable:

                                       7
<PAGE>   12

              (a) prepare and file with the SEC, as soon as practicable, a
Registration Statement on an appropriate registration form, which Registration
Statement shall comply as to form in all material respects with the requirements
of the applicable form and include or incorporate by reference all financial
statements required by the SEC to be filed therewith or incorporated by
reference therein, and in either case use all reasonable efforts to cause such
Registration Statement to become effective and remain effective in accordance
with Section 3.1(b); provided, however, that before filing a Registration
Statement or Prospectus or any amendment or supplement thereto, including
information incorporated by reference after the initial filing of the
Registration Statement, the Company shall furnish to the holders of the
Registrable Securities covered by such Registration Statement and the managing
underwriter or underwriters, if any, copies of all such documents proposed to be
filed (including, upon request, any and all exhibits thereto), which documents
shall be subject to the reasonable and prompt review of such holders and
underwriters, and the Company shall not file any Registration Statement or
amendment thereto or any Prospectus or any supplement thereto to which the
designated counsel to the holders of the Registrable Securities covered by such
Registration Statement, or the managing underwriter or underwriters, if any,
shall reasonably object;

              (b) prepare and file with the SEC such amendments and
post-effective amendments to such Registration Statement as may be necessary to
keep the Registration Statement effective for the applicable period, or such
shorter period which shall terminate when all Registrable Securities covered by
such Registration Statement have been sold; cause the Prospectus to be
supplemented by any required Prospectus supplement, and cause such Prospectus
supplement to be filed pursuant to Rule 424 under the Securities Act; and comply
with the provisions of the Securities Act with respect to the disposition of all
securities covered by such Registration Statement during the applicable period
in accordance with the intended method or methods of distribution by the Selling
Holders set forth in such Registration Statement or supplement to the
Prospectus;

              (c) notify each selling holder of Registrable Securities and the
managing underwriter or underwriters, if any, promptly, and (if requested by any
such person) confirm such advice in writing promptly, (i) when the Prospectus or
any Prospectus supplement or post-effective amendment to the Registration
Statement has been filed, and, with respect to such Registration Statement or
any post-effective amendment thereto, when the same has become effective, (ii)
of any comments of the SEC or any state securities authority with regard to the
Registration Statement and of any request by the SEC or any state securities
authority for amendments or supplements to the Registration Statement or the
Prospectus or for additional information, (iii) of the issuance by the SEC or
any state securities authority of any stop order suspending the effectiveness of
the Registration Statement or the initiation of any proceedings for that
purpose, (iv) of the receipt by the Company of any notification with respect to
the suspension of the qualification of the Registrable Securities for sale in
any jurisdiction or the initiation or threatening of any proceeding for such
purpose, (v) in the case of any shelf Registration Statement, if between the
effective date of a Registration Statement and the closing of any sale of
Registrable Securities covered thereby, the representations and warranties of
the Company contained in any underwriting agreement, securities sale agreement
or other similar agreement, relating to the offering cease to be true and
correct in all material respects and (vi) of the

                                       8
<PAGE>   13

happening of any event or the discovery of any facts that makes any statement
made in the Registration Statement, the Prospectus or any document incorporated
therein by reference untrue in any material respect or which requires the making
of any changes in the Registration Statement, the Prospectus or any document
incorporated therein by reference in order to make the statements therein not
contain an untrue statement of a material fact or omit to state any material
fact necessary to make the statements therein not misleading;

              (d) make every reasonable effort to obtain the withdrawal of any
order suspending the effectiveness of the Registration Statement at the earliest
possible time;

              (e) if requested by the managing underwriter or underwriters or a
holder of Registrable Securities being offered for sale in connection with an
underwritten offering, promptly incorporate in a Prospectus supplement or
post-effective amendment such information as the managing underwriter or
underwriters or such holder of Registrable Securities being offered for sale
consider should be included therein relating to the plan of distribution with
respect to such Registrable Securities, including, without limitation,
information with respect to the number of Registrable Securities being offered
for sale, the purchase price being paid therefor and with respect to any other
terms of the offering of the Registrable Securities to be sold in such offering;
and make all required filings of such Prospectus supplement or post-effective
amendment as soon as practicable after being notified of the matters to be
incorporated in such Prospectus supplement or post-effective amendment;

              (f) furnish to each selling holder of Registrable Securities and
each managing underwriter, without charge, at least one signed copy of the
Registration Statement, any amendment (including any post-effective amendment)
thereto, including financial statements and schedules, all documents
incorporated therein by reference and all exhibits (including those incorporated
by reference);

              (g) deliver to each selling holder of Registrable Securities and
the underwriters, if any, without charge, as many copies of the Prospectus
(including each preliminary prospectus) and any amendment or supplement thereto
as such persons may reasonably request;

              (h) prior to any public offering of Registrable Securities,
register or qualify or cooperate with the selling holders of Registrable
Securities, the underwriters, if any, and their respective counsel in connection
with the registration or qualification of such Registrable Securities for offer
and sale under the state securities or blue sky laws of such jurisdictions as
any seller or underwriter reasonably requests in writing and do any and all
other acts or things necessary or advisable to enable the disposition in such
jurisdictions of the Registrable Securities covered by the Registration
Statement; provided that the Company shall not be required to qualify generally
to do business in any jurisdiction where it is not then so qualified or to take
any action which would subject it to general service of process in any such
jurisdiction where it is not then so subject;

              (i) cooperate with the selling holders of Registrable Securities
and the managing underwriter or underwriters, if any, to facilitate the timely
preparation and delivery of

                                       9
<PAGE>   14

certificates representing Registrable Securities to be sold without any
restrictive legends; and enable such Registrable Securities to be in such
denominations and registered in such names as the managing underwriter or
underwriters may request at least two business days prior to any sale of
Registrable Securities to underwriters;

              (j) upon the occurrence of any event contemplated by clause (vi)
of paragraph (c) above, prepare a supplement or post-effective amendment to the
Registration Statement or the related Prospectus or any document incorporated
therein by reference or file any other required document so that, as thereafter
delivered to purchasers of the Registrable Securities, the Prospectus shall not
contain an untrue statement of a material fact or omit to state any material
fact necessary to make the statements therein not misleading;

              (k) use best efforts to cause all Registrable Securities covered
by the Registration Statement to be listed on each securities exchange or on the
Nasdaq National Market on which the Common Stock is then listed;

              (l) enter into such agreements (including an underwriting
agreement) and take all such other actions in connection therewith in order to
expedite or facilitate the disposition of Registrable Securities covered by a
Registration Statement and in such connection, whether or not an underwriting
agreement is entered into and whether or not the registration is an underwritten
registration (i) make such representations and warranties to the holders of such
Registrable Securities and the underwriters, if any, in form, substance and
scope as are customarily made by issuers to underwriters in primary underwritten
offerings; (ii) obtain opinions of counsel to the Company and updates thereof
(which counsel and opinions (in form, scope and substance) shall be reasonably
satisfactory to the managing underwriter or underwriters, if any, and the
designated counsel to the holders of the Registrable Securities being sold),
addressed to each selling holder and the underwriters, if any, covering the
matters customarily covered in opinions requested in underwritten offerings and
such other matters as may be reasonably requested by such holders and
underwriters; and (iii) obtain "comfort" letters and updates thereof from the
Company's independent certified public accountants addressed to the selling
holders of Registrable Securities and the underwriters, if any, such letters to
be in customary form and covering matters of the type customarily covered in
"comfort" letters by underwriters in connection with primary underwritten
offerings;

              (m) make available for inspection by a representative of the
holders of at least a majority of the Registrable Securities, any underwriter
participating in any disposition pursuant to a Registration Statement and any
attorney or accountant retained by the holders of at least a majority of the
Registrable Securities or any underwriter, all non-confidential financial and
other records and all pertinent corporate documents and properties of the
Company reasonably requested by such representative, underwriter, attorney or
accountant, and cause the Company's officers, directors and employees to be
available for discussions with and to supply all information reasonably
requested by any such representative, underwriter, attorney or accountant in
connection with such Registration Statement;

                                       10
<PAGE>   15



              (n) use best efforts to comply with all applicable rules and
regulations of the SEC and make generally available to its security holders, as
provided in Rule 158 or otherwise, earnings statements satisfying the provisions
of Section 11(a) of the Securities Act;

              (o) promptly prior to the filing of any document which is to be
incorporated by reference into a Registration Statement or Prospectus (after
initial filing of the Registration Statement), provide copies of such document
to counsel to the selling holders of Registrable Securities and to the managing
underwriter or underwriters, if any, make the Company's representatives
available for discussion of such document and make such changes in such document
prior to the filing thereof as counsel for such selling holders or underwriters
may reasonably request; and

              (p) otherwise reasonably cooperate with the selling holders of
Registrable Securities to carry out the intent of this Agreement.

         The Company may require each seller of Registrable Securities as to
which any registration is being effected to furnish to the Company such
information regarding the distribution of such securities as the Company may
from time to time reasonably request in writing; provided, however, that such
information shall be used by the Company only to the extent necessary for and in
connection with, such registration.

         Each holder of Registrable Securities agrees that, upon receipt of any
notice from the Company of the happening of any event of the kind described in
Section 5(c)(vi) hereof, such holder shall forthwith discontinue disposition of
such Registrable Securities until such holder's receipt of the copies of the
supplemented or amended Prospectus contemplated by Section 5(j), or until it is
advised in writing (the "Advice") by the Company that the use of the Prospectus
may be resumed, and has received copies of any additional or supplemental
filings which are incorporated by reference in the Prospectus, and, if so
directed by the Company, such holder shall 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 Registrable Securities
current at the time of receipt of such notice. In the event the Company shall
give any such notice, the time periods regarding the maintenance of the
Registration Statement in Section 3 shall be extended by the number of days
during the period from and including the date of the giving of such notice
pursuant to Section 5(c)(vi) to and including the date when each seller of
Registrable Securities covered by such Registration Statement shall have
received the copies of the supplemented or amended prospectus contemplated by
Section 5(j) or the Advice.

         6. Expenses of Registration. All Registration Expenses incurred in
connection with any registration commenced in accordance with Section 3 or 4
(even if subsequently terminated or withdrawn) shall be borne by the Company.
All Selling Expenses relating to Registrable Shares registered on behalf of any
person shall be borne by such person.

         7 Indemnification.


              (a) Indemnification by Company. The Company shall indemnify and
hold harmless, to the fullest extent permitted by law, each holder of
Registrable Securities, its officers,


                                       11
<PAGE>   16

directors and employees and each person who controls such holder (within the
meaning of the Securities Act) against all losses, claims, damages, liabilities
and expenses arising out of any untrue or alleged untrue statement of a material
fact contained in any Registration Statement (or amendment (including any
post-effective amendment) or supplement thereto), Prospectus or preliminary
Prospectus or any amendment or supplement thereto, including all documents
incorporated therein by reference, 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, except insofar as the same are caused by or
contained in any information furnished in writing to the Company by such holder
expressly for use therein or by such holder's failure to deliver a copy of the
Registration Statement or Prospectus after the Company has furnished such holder
with a sufficient number of copies of the same; provided, however, that in the
event of an underwritten offering, no holder shall be deemed to have failed to
make any such delivery. The Company shall also indemnify underwriters, selling
brokers, dealer managers and similar securities industry professionals
participating in the distribution, their officers and directors and each person
who controls such persons (within the meaning of the Securities Act) to the same
extent as provided above with respect to the indemnification of the holders of
Registrable Securities, if requested.

              (b) Indemnification by Holder of Registrable Securities. In
connection with a Registration Statement, each holder of Registrable Securities
covered thereby shall furnish to the Company in writing such information as the
Company reasonably requests for use in connection with any Registration
Statement (or amendment (including any post-effective amendment) or supplement
thereto) or Prospectus (or any amendment or supplement thereto) and shall
indemnify and hold harmless, to the full extent permitted by law, the Company,
its directors and officers and each person who controls the Company (within the
meaning of the Securities Act) against any losses, claims, damages, liabilities
and expenses arising out of any untrue or alleged untrue statement of a material
fact or any omission or alleged omission of a material fact required to be
stated in the Registration Statement (or amendment (including any post-effective
amendment) or supplement thereto) or Prospectus or preliminary Prospectus (or
any amendment or supplement thereto), including all documents incorporated
therein by reference or necessary to make the statements therein not misleading,
to the extent, but only to the extent, that such untrue statement is contained
or omission is required to be in any information so furnished in writing by such
holder to the Company specifically for inclusion in such Registration Statement
(or amendment (including any post-effective amendment) or supplement thereto) or
Prospectus (or any amendment or supplement thereto). The liability of any
selling holder of Registrable Securities hereunder shall not exceed the dollar
amount of the proceeds received by such holder upon the sale of the Registrable
Securities giving rise to such indemnification obligation. The Company shall be
entitled to receive indemnities from underwriters, selling brokers, dealer
managers and similar securities industry professionals participating in the
distribution, to the same extent as provided above with respect to information
so furnished in writing by such persons specifically for inclusion in any
Prospectus or Registration Statement (or amendment (including any post-effective
amendment) or supplement thereto).

              (c) Conduct of Indemnification Proceedings. Any person entitled to
indemnification hereunder shall (i) give prompt notice to the indemnifying party
of any claim with respect to which it seeks indemnification and (ii) permit such
indemnifying party to assume


                                       12
<PAGE>   17

the defense of such claim with counsel reasonably satisfactory to the
indemnified party, provided, however, that any person entitled to
indemnification hereunder shall have the right to employ separate counsel and to
participate in the defense of such claim, but the fees and expenses of such
counsel shall be at the expense of such person unless (A) the indemnifying party
has agreed to pay such fees or expenses, or (B) the indemnifying party shall
have failed to assume the defense of such claim and employ counsel reasonably
satisfactory to such person, or (C) in the reasonable judgment of any such
person, based upon advice of its counsel, a conflict of interest may exist
between such person and the indemnifying party with respect to such claims or
there may exist legal defenses for such person that are materially different
from or in addition to those available to the indemnifying party (in which case,
if the person notifies the indemnifying party in writing that such person elects
to employ separate counsel at the expense of the indemnifying party, the
indemnifying party shall not have the right to assume the defense of such claim
on behalf of such person). If such defense is not assumed by the indemnifying
party, the indemnifying party shall not be subject to any liability for any
settlement or consent to judgment made without its consent (but if such consent
is requested, such consent shall not be unreasonably withheld). No indemnified
party shall be required to 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. An indemnifying party who is
not entitled to, or elects not to, assume the defense of a claim shall not be
obligated to pay the fees and expenses of more than one counsel for all parties
indemnified by such indemnifying party with respect to such claim, unless,
solely with respect to the NBIC Holders and their respective officers, directors
and employees and any persons who control such Holders, on the one hand, or the
Existing Investors and their respective officers, directors and employees and
any persons who control such Holders, on the other hand, in the reasonable
judgment of the indemnified party, after consultation with counsel, a conflict
of interest may exist between such indemnified party and any other indemnified
parties or there may exist legal defenses for such indemnified party that are
materially different from those or in addition those available to the other
indemnified parties with respect to such claim, in which event the indemnifying
party shall be obligated to pay the fees and expenses of one additional counsel
for the NBIC Holders and one additional counsel for the Existing Investors.

              (d) Contribution. If for any reason the indemnification provided
for in the preceding paragraphs (a) and (b) is unavailable to an indemnified
party or insufficient to hold it harmless as contemplated by the preceding
paragraphs (a) and (b), then the indemnifying party shall contribute to the
amount paid or payable by the indemnified party as a result of such loss, claim,
damage or liability (i) in such proportion as is appropriate to reflect the
relative fault of the indemnified party and the indemnifying party, or (ii) if
the allocation provided by clause (i) is not permitted by applicable law, in
such proportion as is appropriate to reflect the relative benefits received by
the indemnified party and the indemnifying party as well as their relative
fault, as well as any other relevant equitable considerations. The relative
fault of the indemnified party and the indemnifying party shall be determined by
reference to, among other things, whether any such untrue or alleged untrue
statement of a material fact or omission or alleged omission to state a material
fact relates to information supplied by the indemnified party or the
indemnifying party and each party's relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission,
provided that no holder of Registrable Securities shall be


                                       13
<PAGE>   18

required to contribute in an amount greater than the dollar amount of the
proceeds received by such holder with respect to the sale of any Registrable
Securities. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation.

              8. Current Public Information. For so long as the Company is
subject to the reporting requirements of Section 13 or 15 of the Exchange Act,
the Company covenants that it will file the reports required to be filed by it
under the Securities Act and Section 13(a) or 15 (d) of the Exchange Act and the
rules and regulations adopted by the SEC thereunder, that if it ceases to be so
required to file such reports, it will upon the request of any holder of
Registrable Securities (i) make publicly available such information as is
necessary to permit sales pursuant to Rule 144 under the Securities Act, (ii)
deliver such information to a prospective purchaser as is necessary to permit
sales pursuant to Rule 144A under the Securities Act, and (iii) take such
further action that is reasonable in the circumstances, in each case, to the
extent required from time to time to enable such holder to sell its Registrable
Securities without registration under the Securities Act within the limitation
of the exemptions provided by (A) Rule 144 under the Securities Act, as such
Rule may be amended from time to time, (B) Rule 144A under the Securities Act,
as such Rule may be amended from time to time, or (C) any similar rules or
regulations hereafter adopted by the SEC. Upon the request of any holder of
Registrable Securities, the Company will deliver to such holder a written
statement as to whether it has complied with such requirements.

              9. Termination of Predecessor Registration Rights Agreements.


         (a) The applicable parties to this Agreement other than NBIC covenant
and agree that the following agreements (collectively, the "Predecessor
Registration Rights Agreements") are hereby terminated as follows:

                   (i) the Registration Rights Agreement dated as of September
25, 1996, as amended on August 29, 1997 and on February 18, 1998, among the
Company, the Existing Investors, and the other persons identified in Schedule C
hereto, is terminated and replaced in its entirety by this Agreement;


                  (ii) the provisions of the Common Stock Registration Rights
and Stockholders Agreement dated as of February 18, 1998, as amended (the
"Amended Warrant Holders Rights Agreement"), between the Company and NatWest
Capital Markets Limited, as initial purchaser, for the benefit of the "Warrant
Holders" described therein, that provide for registration rights (including
sections 2, 4 and 5 thereof) are terminated with respect to each of the "Warrant
Holders" identified as "Unit Warrant Holders" on Schedule B hereto (the "Unit
Warrant Holders") and are replaced in their entirety by this Agreement;
provided, however, that the Unit Warrant Holders reserve their rights under
section 6(b) of the Amended Warrant Holders Rights Agreement with respect to any
future amendment, waiver, modification or supplement, including to sections 2,4
5 of the Amended Warrant Holders Rights Agreement; provided, further, that any
future amendment, waiver, modification or supplement of such sections 2,4 or 5
may not impair the rights or obligations of those "Warrant Holders" under the
Amended Warrant Holders Rights Agreement (the "Other Warrant Holders") who are
not Unit


                                       14
<PAGE>   19

Warrant Holders under this Agreement without the consent of holders of
a majority of the warrant shares underlying the warrants held by the Other
Warrant Holders unless an equivalent amendment, waiver, modification or
supplement of this Agreement is made that would similarly impair the rights or
obligations of the Unit Warrant Holders; and

                  (iii) each Registration Rights Agreement between the Company
and the respective parties thereto identified on Schedule D is terminated and
replaced in its entirety with this Agreement.

         (b) Each holder of Registrable Securities, other than NBIC, who
executes a counterpart signature page to this Agreement represents and warrants
that he or it does not have any registration rights with respect to the Company
other than as set forth in the Predecessor Registration Rights Agreements.

         (c) The Company represents that it has not granted any registration
rights that are outstanding after giving effect to the foregoing termination
provisions except for those set forth on Schedule E.

         (d) This Agreement shall become effective as to all parties other than
NBIC upon the date that it is executed by all parties hereto other than NBIC.
With respect to NBIC, this Agreement shall become effective upon execution by
NBIC but subject to and simultaneously with the Closing under and as defined in
the Stock Purchase Agreement. Neither the Company nor NBIC shall have any
liability to any other holder of Registrable Securities if for any reason the
Closing shall not occur. If the Stock Purchase Agreement shall be terminated
without the Closing occurring thereunder, this Agreement shall automatically
terminate as to NBIC but shall remain in full force and effect with respect to
each of the other parties.

         10.      Miscellaneous.


         (a) No Inconsistent Agreements. The Company is not a party to, and the
Company shall not enter into any agreement (as amended) with respect to any of
its securities that would by its terms (i) preclude the exercise by the holders
of Registrable Securities of any rights of such holders granted in this
Agreement or (ii) preclude the Company from performing its obligations under
this Agreement.

         (b) Amendments and Waivers. The provisions of this Agreement, including
the provisions of this sentence, may not be amended, waived, 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 the
holders of (i) a majority of the Registrable Securities held by the NBIC
Holders, (ii) a majority of the Registrable Securities held by the Existing
Investors and (iii) a majority of all Registrable Securities; provided, however,
that the rights or obligations of the Unit Warrant Holders under this Agreement
may not be impaired by any such amendment, waiver, modification or supplement
without the consent of a majority of the Registrable Securities held by the Unit
Warrant Holders unless such amendment, waiver, modification or supplement
similarly impairs the rights or obligations of the other holders of

                                       15
<PAGE>   20

Registrable Securities who have such rights or obligations under this Agreement;
provided, further, that with respect to a particular Registration Statement
filed pursuant to Section 3, a waiver or consent to departure from the
provisions of this Agreement regarding only such Registration Statement and the
offering covered thereby may be given by the holders of not less than 66-2/3% of
the Registrable Securities covered by such Registration Statement, except that
no such waiver or consent shall operate to affect adversely the rights hereunder
of any holder of Registrable Securities as to Registrable Securities not covered
by such Registration Statement.

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

                  (i) if to NBIC to:

                      Nevada Bond Investment Corp. II
                      c/o United Technologies Corporation
                      United Technologies Building
                      Hartford, CT 06101
                      Attention: Lawrence V. Mowell, Jr.
                      Facsimile No. (860) 728-7822


                  (ii) if to a holder of Registrable Securities other than NBIC,
at the address set forth below such holder's signature; and

                  (iii) if to the Company to:

                        Next Generation Network, Inc.
                        11010 Prairie Lakes Drive
                        Suite 300
                        Minneapolis, MN  55344-3854
                        Attention:  Thomas M. Pugliese, CEO
                        Facsimile No. (612) 943-4299

or at such other address or facsimile number as any party specifies by notice
given to the other parties in accordance with this Section.

         All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; three days after
being deposited in the mail, postage prepaid, if mailed; when answered back, if
telexed; when receipt acknowledged, if telecopied; and on the next business day
if timely delivered to a courier guaranteeing overnight delivery.

         (d) Successors and Assigns. This Agreement shall inure to the benefit
of and be binding upon the successors and assigns of each of the parties.


                                       16
<PAGE>   21

                  (e) Counterparts. This Agreement may be executed in any number
of counterparts and by the parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

                  (f) Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware applicable to
agreements made and to be performed in Delaware without regard to principles of
conflicts of laws.

                  (g) Severability. Each provision of this Agreement shall be
considered severable, and if for any reason any provision that is not essential
to the effectuation of the basic purposes of the Agreement is determined by a
court of competent jurisdiction to be invalid or unenforceable under existing or
future applicable law, such invalidity shall not impair the operation of or
affect those provisions of this Agreement that are valid. In that case, this
Agreement shall be construed so as to limit any term or provision so as to make
it enforceable or valid within the requirements of any applicable law, and in
the event such term or provision cannot be so limited, this Agreement shall be
construed to omit such invalid or unenforceable provisions.

                  (h) Entire Agreement. This Agreement is intended by the
parties as a final expression of their agreement and intended to be a complete
and exclusive statement of the agreement and understanding of the parties hereto
in respect of the subject matter contained herein. There are no representations,
promises, warranties or undertakings, other than those set forth or referred to
herein with respect to the registration rights granted by the Company hereby.
This Agreement supersedes all prior agreements and understandings between the
parties hereto with respect to such subject matter, and cannot be changed or
terminated orally.

                  (i) Term. Other than the provisions of Sections 6 and 7, which
shall survive the termination of this Agreement, this Agreement shall terminate
and cease to be of any further force or effect on the earlier of (i) the tenth
anniversary of the date on which the Common Stock first becomes publicly traded
and (ii) the first date on which there are no holders of Registrable Securities;
provided, however, that with respect to any particular party to this Agreement,
this Agreement shall terminate and cease to be of any further force or effect on
the first date on which that party ceases to hold any Registrable Securities.

                  (j) Construction. As used in this Agreement, unless the
context otherwise requires (i) references to "Sections" are to sections of this
Agreement, (ii) "hereof", "herein", "hereunder" and comparable terms refer to
this Agreement in its entirety and not to any particular part of this Agreement,
(iii) the singular includes the plural and the masculine, feminine and neutral
gender includes the other, (iv) "including" or "includes" shall be deemed to be
followed by the phrase "without limitation", and (v) headings of the various
Sections and subsections are for convenience of reference only and shall not be
given any effect for purposes of interpreting this Agreement.

                  (k) Actions by Initiating Holder. Any action or determination
by the NBIC Holders, in their capacity as an "Initiating Holder", shall require
the written consent of the

                                       17
<PAGE>   22

holders of a majority of the Registrable Securities then held by the NBIC
Holders, and any action or determination by the Existing Investors, in their
capacity as an "Initiating Holder", shall require the written consent of the
holders of a majority of the Registrable Securities then held by the Existing
Investors.


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                       18
<PAGE>   23


                  IN WITNESS WHEREOF, the undersigned has caused this Amended
and Restated Registration Rights Agreement to be executed as of the date first
above written.



                              NEXT GENERATION NETWORK, INC.



                              By:
                                 -----------------------------------------------
                              Name:
                              Title:



                  IN WITNESS WHEREOF, the undersigned has caused this Amended
and Restated Registration Rights Agreement to be executed as of the date first
above written.



                              NEVADA BOND INVESTMENT CORP. II



                              By:
                                 -----------------------------------------------
                              Name:  Ari Bousbib
                              Title: Vice President



                  IN WITNESS WHEREOF, the undersigned has caused this Amended
and Restated Registration Rights Agreement to be executed as of the date first
above written.




                              --------------------------------------------------
                              Gerard P. Joyce


                              Address:
                                      ------------------------------------------


                              -------------------------------------------------



                  IN WITNESS WHEREOF, the undersigned has caused this Amended
and Restated Registration Rights Agreement to be executed as of the date first
above written.





                              --------------------------------------------------
                              Thomas M. Pugliese


                              Address:
                                      ------------------------------------------


                              --------------------------------------------------

                                       1

<PAGE>   24



                  IN WITNESS WHEREOF, the undersigned has caused this Amended
and Restated Registration Rights Agreement to be executed as of the date first
above written.




                              21ST CENTURY COMMUNICATIONS PARTNERS, L.P.

                              By:  Sandler Investment Partners, L.P.,
                                   General Partner

                              By:  Sandler Capital Management,
                                   General Partner

                              By:  MJM Media Corp., a General Partner


                              By:
                                 -----------------------------------------------
                              Name:    Michael J. Marocco
                              Title:   President


                              Address:
                                      ------------------------------------------


                              --------------------------------------------------


                  IN WITNESS WHEREOF, the undersigned has caused this Amended
and Restated Registration Rights Agreement to be executed as of the date first
above written.



                              21ST CENTURY COMMUNICATIONS T-E
                              PARTNERS, L.P.

                              By:  Sandler Investment Partners, L.P.,
                                   General Partner

                              By:  Sandler Capital Management,
                                   General Partner

                              By:  MJM Media Corp., a General Partner


                              By:
                                 -----------------------------------------------
                              Name:    Michael J. Marocco
                              Title:   President


                              Address:
                                      ------------------------------------------


                              --------------------------------------------------



                                       2
<PAGE>   25


                  IN WITNESS WHEREOF, the undersigned has caused this Amended
and Restated Registration Rights Agreement to be executed as of the date first
above written.



                              21ST CENTURY COMMUNICATIONS
                              FOREIGN PARTNERS, L.P.


                              By:  Sandler Investment Partners,
                                   L.P., General Partner

                              By:  Sandler Capital Management,
                                   General Partner

                              By:  MJM Media Corp., a General Partner


                              By:
                                 -----------------------------------------------
                              Name:    Michael J. Marocco
                              Title:   President


                              Address:
                                      ------------------------------------------


                              --------------------------------------------------



                  IN WITNESS WHEREOF, the undersigned has caused this Amended
and Restated Registration Rights Agreement to be executed as of the date first
above written.



                              PULITZER, INC.


                              By:
                                 -----------------------------------------------
                              Name:
                              Title:


                              Address:
                                      ------------------------------------------



                                       3
<PAGE>   26


                  IN WITNESS WHEREOF, the undersigned has caused this Amended
and Restated Registration Rights Agreement to be executed as of the date first
above written.




                              --------------------------------------------------
                              John Griffin

                              Address:
                                      ------------------------------------------


                              --------------------------------------------------


                  IN WITNESS WHEREOF, the undersigned has caused this Amended
and Restated Registration Rights Agreement to be executed as of the date first
above written.




                              --------------------------------------------------
                              David Pecker


                              Address:
                                      ------------------------------------------


                              --------------------------------------------------


                  IN WITNESS WHEREOF, the undersigned has caused this Amended
and Restated Registration Rights Agreement to be executed as of the date first
above written.



                              --------------------------------------------------
                              Peter Ezersky


                              Address:
                                       -----------------------------------------


                              --------------------------------------------------



                                      4
<PAGE>   27


                  IN WITNESS WHEREOF, the undersigned has caused this Amended
and Restated Registration Rights Agreement to be executed as of the date first
above written.



                              --------------------------------------------------
                              David Lee


                              Address:
                                       -----------------------------------------


                              --------------------------------------------------



                  IN WITNESS WHEREOF, the undersigned has caused this Amended
and Restated Registration Rights Agreement to be executed as of the date first
above written.



                              --------------------------------------------------
                              Joshua Steiner


                              Address:
                                       -----------------------------------------


                              --------------------------------------------------



                  IN WITNESS WHEREOF, the undersigned has caused this Amended
and Restated Registration Rights Agreement to be executed as of the date first
above written.



                              --------------------------------------------------
                              Charles Curran, Jr.


                              Address:
                                      ------------------------------------------


                              --------------------------------------------------




                                       5
<PAGE>   28


                  IN WITNESS WHEREOF, the undersigned has caused this Amended
and Restated Registration Rights Agreement to be executed as of the date first
above written.




                              --------------------------------------------------
                              Robert L. Winikoff


                              Address:
                                      ------------------------------------------


                              --------------------------------------------------



                  IN WITNESS WHEREOF, the undersigned has caused this Amended
and Restated Registration Rights Agreement to be executed as of the date first
above written.



                              ELEKTRA INVESTMENTS, A.V.V.


                              By:
                                ------------------------------------------------
                              Name:
                              Title:


                              Address:
                                       -----------------------------------------


                              --------------------------------------------------



                  IN WITNESS WHEREOF, the undersigned has caused this Amended
and Restated Registration Rights Agreement to be executed as of the date first
above written.


                              --------------------------------------------------
                              Stephen Adams


                              Address:
                                      ------------------------------------------


                              --------------------------------------------------



                                       6
<PAGE>   29


                  IN WITNESS WHEREOF, the undersigned has caused this Amended
and Restated Registration Rights Agreement to be executed as of the date first
above written.


                              --------------------------------------------------
                              David D. Arnold


                              Address:
                                      ------------------------------------------


                              --------------------------------------------------


                  IN WITNESS WHEREOF, the undersigned has caused this Amended
and Restated Registration Rights Agreement to be executed as of the date first
above written.


                              --------------------------------------------------
                              Caroline Bonacci


                              Address:
                                     -------------------------------------------


                              --------------------------------------------------


                  IN WITNESS WHEREOF, the undersigned has caused this Amended
and Restated Registration Rights Agreement to be executed as of the date first
above written.


                              --------------------------------------------------
                              Shirley L. Bronskey


                              Address:
                                      ------------------------------------------


                              --------------------------------------------------




                                       7
<PAGE>   30


                  IN WITNESS WHEREOF, the undersigned has caused this Amended
and Restated Registration Rights Agreement to be executed as of the date first
above written.


                              --------------------------------------------------
                              Thomas J. Davis


                              Address:
                                      ------------------------------------------


                              --------------------------------------------------



                  IN WITNESS WHEREOF, the undersigned has caused this Amended
and Restated Registration Rights Agreement to be executed as of the date first
above written.


                              --------------------------------------------------
                              Thomas J. Donovan


                              Address:
                                      ------------------------------------------


                              --------------------------------------------------


                  IN WITNESS WHEREOF, the undersigned has caused this Amended
and Restated Registration Rights Agreement to be executed as of the date first
above written.


                              DRAKE, GOODWIN & CO.



                              By:
                                 -----------------------------------------------
                              Name:
                              Title:


                              Address:
                                      ------------------------------------------


                              --------------------------------------------------


                                       8
<PAGE>   31


                  IN WITNESS WHEREOF, the undersigned has caused this Amended
and Restated Registration Rights Agreement to be executed as of the date first
above written.



                              --------------------------------------------------
                              Barbara Joan Ellis


                              Address:
                                      ------------------------------------------


                              --------------------------------------------------



                  IN WITNESS WHEREOF, the undersigned has caused this Amended
and Restated Registration Rights Agreement to be executed as of the date first
above written.



                              Tillie Ellis Carroll


                              Address:
                                      ------------------------------------------


                              --------------------------------------------------



                  IN WITNESS WHEREOF, the undersigned has caused this Amended
and Restated Registration Rights Agreement to be executed as of the date first
above written.


                              --------------------------------------------------
                              Juliet Ellis Yunis


                              Address:
                                      ------------------------------------------


                              --------------------------------------------------

                                       9
<PAGE>   32


                  IN WITNESS WHEREOF, the undersigned has caused this Amended
and Restated Registration Rights Agreement to be executed as of the date first
above written.


                              --------------------------------------------------
                              John T. Fitzsimmons


                              Address:
                                      ------------------------------------------


                              --------------------------------------------------



                  IN WITNESS WHEREOF, the undersigned has caused this Amended
and Restated Registration Rights Agreement to be executed as of the date first
above written.




                              FRANTZEN/VOELKER INVESTMENTS, L.L.C.



                              By:
                                 -----------------------------------------------
                              Name:
                              Title:


                              Address:
                                      ------------------------------------------


                              --------------------------------------------------


                  IN WITNESS WHEREOF, the undersigned has caused this Amended
and Restated Registration Rights Agreement to be executed as of the date first
above written.



                              --------------------------------------------------
                              Frank Hardie


                              Address:
                                      ------------------------------------------


                              --------------------------------------------------



                                       10
<PAGE>   33


                  IN WITNESS WHEREOF, the undersigned has caused this Amended
and Restated Registration Rights Agreement to be executed as of the date first
above written.


                              --------------------------------------------------
                              Timothy P. Hartman


                              Address:
                                      ------------------------------------------


                              --------------------------------------------------


                  IN WITNESS WHEREOF, the undersigned has caused this Amended
and Restated Registration Rights Agreement to be executed as of the date first
above written.



                              --------------------------------------------------
                              Sheldon G. Hurst


                              Address:
                                      ------------------------------------------


                              --------------------------------------------------



                  IN WITNESS WHEREOF, the undersigned has caused this Amended
and Restated Registration Rights Agreement to be executed as of the date first
above written.


                              --------------------------------------------------
                              Fritz Jacobson


                              Address:
                                      ------------------------------------------


                              --------------------------------------------------



                                       10
<PAGE>   34


                  IN WITNESS WHEREOF, the undersigned has caused this Amended
and Restated Registration Rights Agreement to be executed as of the date first
above written.


                              --------------------------------------------------
                              Donald B. Jennings


                              Address:
                                      ------------------------------------------


                              --------------------------------------------------


                  IN WITNESS WHEREOF, the undersigned has caused this Amended
and Restated Registration Rights Agreement to be executed as of the date first
above written.




                              --------------------------------------------------
                              Paul M. Lehner


                              Address:
                                      ------------------------------------------


                              --------------------------------------------------



                  IN WITNESS WHEREOF, the undersigned has caused this Amended
and Restated Registration Rights Agreement to be executed as of the date first
above written.



                              -------------------------------------------------
                              Jeffrey Markhoff


                              Address:
                                      ------------------------------------------


                              --------------------------------------------------



                                       11
<PAGE>   35


                  IN WITNESS WHEREOF, the undersigned has caused this Amended
and Restated Registration Rights Agreement to be executed as of the date first
above written.


                              --------------------------------------------------
                              Hayden McIlroy


                              Address:
                                      ------------------------------------------


                              --------------------------------------------------



                  IN WITNESS WHEREOF, the undersigned has caused this Amended
and Restated Registration Rights Agreement to be executed as of the date first
above written.






                              Warren F. Melamed


                              Address:
                                      ------------------------------------------


                              --------------------------------------------------




                  IN WITNESS WHEREOF, the undersigned has caused this Amended
and Restated Registration Rights Agreement to be executed as of the date first
above written.



                              --------------------------------------------------
                              Dr. Carlos Navarro


                              Address:
                                      ------------------------------------------


                              --------------------------------------------------



                                       12
<PAGE>   36


                  IN WITNESS WHEREOF, the undersigned has caused this Amended
and Restated Registration Rights Agreement to be executed as of the date first
above written.



                              --------------------------------------------------
                              Matthew Pugliese


                              Address:
                                      ------------------------------------------


                              --------------------------------------------------



                  IN WITNESS WHEREOF, the undersigned have caused this Amended
and Restated Registration Rights Agreement to be executed as of the date first
above written.



                              --------------------------------------------------
                              Robert F. Pugliese



                              --------------------------------------------------
                              Madeline Pugliese


                              Address:
                                      ------------------------------------------


                              --------------------------------------------------



                  IN WITNESS WHEREOF, the undersigned has caused this Amended
and Restated Registration Rights Agreement to be executed as of the date first
above written.



                              --------------------------------------------------
                              James Sheehan


                              Address:
                                      ------------------------------------------


                              --------------------------------------------------


                                       13
<PAGE>   37


                  IN WITNESS WHEREOF, the undersigned has caused this Amended
and Restated Registration Rights Agreement to be executed as of the date first
above written.



                              --------------------------------------------------
                              James H. Stone


                              Address:
                                      ------------------------------------------


                              --------------------------------------------------



                  IN WITNESS WHEREOF, the undersigned has caused this Amended
and Restated Registration Rights Agreement to be executed as of the date first
above written.




                              STONE FAMILY FUND



                              By:
                              --------------------------------------------------
                              Name:
                              Title:


                              Address:
                                      ------------------------------------------


                              --------------------------------------------------



                  IN WITNESS WHEREOF, the undersigned has caused this Amended
and Restated Registration Rights Agreement to be executed as of the date first
above written.



                              --------------------------------------------------
                              John Strauss


                              Address:
                                      ------------------------------------------


                              --------------------------------------------------




                                       14
<PAGE>   38


                  IN WITNESS WHEREOF, the undersigned has caused this Amended
and Restated Registration Rights Agreement to be executed as of the date first
above written.



                              --------------------------------------------------
                              Margarita Ubinas


                              Address:
                                      ------------------------------------------


                              --------------------------------------------------



                  IN WITNESS WHEREOF, the undersigned has caused this Amended
and Restated Registration Rights Agreement to be executed as of the date first
above written.




                              --------------------------------------------------
                              Margarita Ubinas as Custodian


                              Address:
                                      ------------------------------------------


                              --------------------------------------------------



                  IN WITNESS WHEREOF, the undersigned has caused this Amended
and Restated Registration Rights Agreement to be executed as of the date first
above written.




                              --------------------------------------------------
                              Donald Bronsky


                              Address:
                                      ------------------------------------------


                              --------------------------------------------------




                  IN WITNESS WHEREOF, the undersigned has caused this Amended
and Restated Registration Rights Agreement to be executed as of the date first
above written.



                              --------------------------------------------------
                              William R. Maines


                              Address:
                                      ------------------------------------------


                              --------------------------------------------------

                                       15
<PAGE>   39

                                   SCHEDULE A

                         OTHER PARTIES TO THIS AGREEMENT



<PAGE>   40


                                   SCHEDULE B

                                 WARRANT HOLDERS



<PAGE>   41


                                   SCHEDULE C

                          OTHER PARTIES TO THE PRIMARY
                      FORMER REGISTRATION RIGHTS AGREEMENT



<PAGE>   42



                                   SCHEDULE D

                     OTHER HOLDERS OF REGISTRABLE SECURITIES
                       WITH REGISTRATION RIGHTS AGREEMENTS



<PAGE>   43


                                   SCHEDULE E

                          SURVIVING REGISTRATION RIGHTS