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                                                                  EXHIBIT 4.1(s)

             AMENDMENT NO. 1 TO COMMON STOCK REGISTRATION RIGHTS AND
                             STOCKHOLDERS AGREEMENT

     AMENDMENT (this "Amendment"), dated as of January 28, 2000, to the Common
Stock Registration Rights and Stockholders Agreement, dated as of February 18,
1998 (the "Agreement"), by and between Mentus Media Corp., a Delaware
corporation and now known as Next Generation Network, Inc. (the "Company"), and
NatWest Capital Markets Limited.

                                   WITNESSETH:


     WHEREAS, the Company proposes to amend the Agreement;

     WHEREAS, the Company has obtained the consents of the requisite number of
Holders and Existing Shareholders (both, as defined in the Agreement) with
respect to amending the Agreement;

     NOW THEREFORE, in consideration of the premises and the mutual agreements
contained herein and other good and valuable consideration, the parties hereto
agree as follows:

     SECTION 1. Definitions. All capitalized terms not otherwise defined in this
Amendment are used herein as defined in the Agreement.

     SECTION 2. Amendment to the Agreement. The Agreement is hereby amended
effective as of the date hereof as follows:

     (i) The definitions of "Exempt Transfer", "Existing Stockholder" and
"Permitted Transferee" are deleted in their entirety from Section 1 and the
following definitions are added in the appropriate alphabetical order to
Section 1:

          ""Amended and Restated Registration Rights Agreement" means that
     certain Amended and Restated Registration Rights Agreement dated January
     __, 2000 among the Company, Nevada Bond Investment Corp. II, and the
     persons listed on Schedule A thereto, as such agreement may be amended or
     supplemented from time to time."

          ""Amended and Restated Stockholders Agreement" means that certain
     Amended and Restated Stockholders Agreement dated January 28, 2000 among
     the Company, Gerard Joyce, Thomas Pugliese, Nevada Bond Investment Corp.
     II, and the other persons specified therein, as such agreement may be
     amended or supplemented from time to time."

          ""Founder" means Gerard P. Joyce and Thomas M. Pugliese and their
     Permitted Transferees (as defined in the Amended and Restated Stockholders
     Agreement)."



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

          ""Requesting Holder" shall have the meaning set forth in Section 2.1."

(ii) Section 2 is deleted in its entirety and replaced by a new Section 2, as
     follows:

          "2.  Registration Rights.

          2.1 Piggyback Registrations. 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 of the Amended and Restated Registration
Rights Agreement, 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 2.1. 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
(together with all other securities which it has been requested to register
under the terms of the Amended and Restated Registration Rights Agreement) to
the extent required to permit the disposition (in accordance with such intended
methods thereof) of the 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 2.1 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). If a
registration pursuant to this Section 2.1 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.

          2.2 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 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,

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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 2.1
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 Section 2.1 above and such securities requested to be
included in such registration pursuant to Section 3.2 of the Amended and
Restated Registration Rights Agreement, allocated pro rata among such Requesting
Holders and other security holders in proportion, as nearly as practicable, to
the respective amounts of Registrable Securities and of other securities
requested to be included in such registration."

     (iii) Section 3.1 is amended by adding the underscored and bold language
below and by deleting the crossed out language below.

          3.1 Generally. All Warrant Shares at any time and from time to time
outstanding that are Registrable Securities shall be held subject to the
conditions and restrictions set forth in Section 3.4. All shares of Common Stock
now or hereafter held by A FOUNDER shall be held subject to the conditions and
restrictions set forth in Section 3.2. Each Holder of Warrant Shares and each
FOUNDER by executing this Agreement or by accepting a certificate representing
Common Stock or other indicia of ownership therefor from the Company agrees with
the Company and with each other FOUNDER to such conditions and restrictions.

     (iv) Section 3.2 is deleted in its entirely and replaced with a new Section
3.2, as follows:

          "3.2 Tag-Along Rights. If any Founder desires to sell any of his or
her Common Stock pursuant to an offer from any person (the "Offeror") other than
a Permitted Transferee (as that term is defined in the Amended and Restated
Stockholders Agreement), such Founder (the "Offeree") shall give notice of the
proposed sale to each of the Holders, setting forth the name and address of the
prospective buyer, the proposed purchase price and the other terms and
conditions of the offer. Each of the Holders, shall have the option (exercisable
by notice given to such Offeree within twenty (20) days of the notice of the
proposed sale under this Section 3.2) to include in the sale certain of its
Warrant Shares (and/or Warrants exercisable for a number of Warrant Shares) in
place of the shares of Common Stock that would otherwise be sold to the Offeror
by the Offeree. Any Holder who exercises such option (each an "Exercising
Holder") shall have the right to include such number (but not less than such
number) of Warrant Shares (and/or Warrants exercisable for a number of Warrant
Shares) as is equal to the total number of shares to be purchased by the Offeror
multiplied by a fraction, the numerator of which is the number of Warrant Shares
(and/or Warrants exercisable for a number of Warrant


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     Shares) sought to be sold by such Exercising Holder and the denominator of
     which is the number of shares sought to be sold to such Offeror by the (i)
     the Offeree, (ii) all Exercising Holders, and (iii) all holders of Common
     Stock or warrants who exercise their tag-along rights in respect of such
     offer pursuant to section 3.1 of the Amended and Restated Stockholders
     Agreement. An Offeree may not agree to sell any shares to an Offeror unless
     the Offeror is willing to purchase Warrant Shares (and/or Warrants
     exercisable for a number of Warrant Shares) in the manner provided in this
     Section 3.2. The provisions of this Section 3.2 will automatically
     terminate upon the termination of the Amended and Restated Stockholders
     Agreement."

     (v) The text of Section 3.3 is deleted in its entirety and a notation is
made that the Section was "Intentionally Deleted".

     (vi) Section 4 is deleted in its entirety and replaced with a new Section
4, as follows:

          "4. Registration Procedures. In connection with the Company's
     obligations under Section 2.1, 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:

          (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 compliance with the provisions of the Securities
     Act; 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 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

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     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 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;



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          (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 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

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     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), 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 all securities to be registered in such
     registration, 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;

          (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.


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     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 4(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 4(j), or until it is advised in writing 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.

     All Registration Expenses incurred in connection with any registration
     commenced in accordance with Section 2.1 (even if subsequently terminated
     or withdrawn) shall be borne by the Company."

     (vii) Section 5 is deleted in its entirety and replaced with a new Section
5 as follows:

          5.  Indemnification.


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

          5.2 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

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     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).

          5.3 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 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


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     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.

          5.4 Contribution. If for any reason the indemnification provided for
     in Sections 5.1 and 5.2 is unavailable to an indemnified party or
     insufficient to hold it harmless as contemplated by Sections 5.1 and 5.2,
     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 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."

         (viii) Section 6(c) is amended by adding the underscored and bold
language below and by deleting the crossed out language below.

          (c) Joinder Agreement. EACH OF THE FOUNDERS shall sign a joinder
     agreement whereby such FOUNDER will agree to be bound by the provisions of
     Section 3.2 hereof.

     (ix) A new Section 6(k) is added immediately following Section 6(j) as
follows:

          "(k) Certain Events. At such time as each of the Holders shall have
     executed and delivered the Amended and Restated Registration Rights
     Agreement, Sections 2, 4 and 5 hereof shall thereby be deemed automatically
     terminated and shall no longer be of any force or effect. At such time as
     each of the Holders shall have executed and delivered the Amended and
     Restated Stockholders Agreement, Section 3.2 hereof shall thereby be deemed
     automatically terminated and shall no longer be of any force or effect."

     SECTION 3. APPLICABLE LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

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     SECTION 4. Headings. The headings of this Amendment are for the purposes of
reference only and shall not affect the construction of, or be taken into
consideration in interpreting, this Amendment.

     SECTION 5. Counterparts. This Amendment may be executed in counterparts,
each of which shall be deemed an original, but which taken together shall
constitute one agreement.




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                  IN WITNESS WHEREOF, the undersigned have caused this Amendment
to be duly executed as of the date and year first written above.

                              NEXT GENERATION NETWORK, INC.


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




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