Exhibit 4.10


                                                      EXECUTION VERSION


                       REGISTRATION RIGHTS AGREEMENT

      This REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT" is entered into
as of this 15th day of December, 2000, between CoreComm Limited, a Delaware
corporation (the "COMPANY"), and Chase Securities Inc. (the "GRANTEE").

      WHEREAS, capitalized terms used but not defined herein shall have the
meanings ascribed thereto in Section 13 of this Agreement;

      WHEREAS, as of the date hereof the Company granted a warrant (the
"WARRANT") to Grantee to acquire shares of common stock, $0.01 par value
per share, of the Company (the "COMMON STOCK");

      WHEREAS, the Warrant is exercisable into an aggregate of up to
402,500 shares of Common Stock (subject to the anti-dilution adjustments
contained in Section 4 of the Warrant), upon the payment to the Company of
an exercise price of $3.39 per share (collectively, the "GRANTEE COMMON
STOCK REGISTRABLE SHARES");

      WHEREAS, the Company entered into a Registration Rights Agreement
(the "ATX AGREEMENT"), dated as of September 29, 2000 with the former
stockholders of ATX Telecommunications Services, Inc., a Delaware
corporation, for the benefit of the holders of the Registrable Securities
(as defined in the ATX Agreement);

      WHEREAS, the Company entered into a Registration Rights Agreement
(the "VOYAGER AGREEMENT"), dated as of September 29, 2000 with the former
stockholders of Voyager.net, Inc., a Delaware corporation, listed on
Schedule I to the Voyager Agreement for the benefit of the holders of the
Registrable Securities (as defined in the Voyager Agreement); and

      WHEREAS, the Company entered into a Registration Rights Agreement
(the "BOOTH AGREEMENT"), as of September 28, 2000 with Booth American
Company, a Michigan corporation for the benefit of the holder of the
Subject Stock (as defined in the Booth Agreement).

      NOW, THEREFORE, in consideration of the mutual covenants and
agreements contained herein and of other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties
to this Agreement intending to be legally bound hereby agree as follows:

      1.    Incidental or "Piggyback" Registration Rights.

            (a) Notice of Registration. If the Company, at any time
      beginning on the date that is the twelve-month anniversary of the
      date of this Agreement and thereafter from time to time, until the
      thirty six-month anniversary of this Agreement, shall determine to
      register any of its Common Stock for sale in an Underwritten Offering
      for its own account (other than a registration relating to (i) a
      registration of an employee compensation plan or arrangement on Form
      S-8 (or any successor form) or any dividend reinvestment plan, or
      (ii) a registration of securities on Form S-4 (or any successor form)
      including, without limitation, in connection with a proposed issuance
      in exchange for securities or assets of, or in connection with a
      merger or consolidation with another corporation) (a "COMPANY
      REGISTRATION"), or shall register any of its Common Stock pursuant to
      a demand request for registration by any holder of the Common Stock
      (a "THIRD PARTY DEMAND REGISTRATION"), the Company will promptly
      deliver to the Grantee written notice thereof, and include in such
      registration (subject to Section 1(b) of this Agreement) all the
      Grantee Common Stock Registrable Shares specified in a written
      request delivered by the Grantee to the Company within ten days after
      such Grantee's receipt of such written notice from the Company
      ("INCIDENTAL REGISTRATION"). The right of the Grantee to have Grantee
      Common Stock Registrable Shares included in a registration pursuant
      to this Section 1(a) shall be conditioned upon such Grantee entering
      into (together with the Company and/or the other holders, if any,
      distributing their securities through such underwriting) an
      underwriting agreement in customary form with the managing
      underwriter or underwriters selected for such underwriting by the
      Company or by the stockholders who have demanded such registration
      (the "COMPANY UNDERWRITER").

            (b) Cutback. If the lead managing underwriter of an offering
      covered by Section 1(a) of this Agreement shall advise the Company in
      writing on or before the date five days prior to the date then
      scheduled for such offering that, in its opinion, the amount of
      Common Stock (including Grantee Common Stock Registrable Shares)
      requested to be included in such registration exceeds the amount
      which can be sold in such offering without adversely affecting the
      distribution of the Common Stock being offered, then the Company will
      include in such registration:

                  (i) in the case of a Company Registration, first, any
            shares proposed to be offered by the Company; second, the
            shares of Common Stock which have been requested to be
            registered by the holders requesting such registration pursuant
            to the ATX Agreement, the Voyager Agreement and/or the Booth
            Agreement (the "EXISTING AGREEMENTS"), as applicable,
            allocated, if necessary, pro rata among such holders requesting
            such registration on the basis of the number of shares of
            Common Stock Beneficially Owned by such holder at the time; and
            third, the shares of Common Stock which have been requested to
            be registered by the Grantee and any other holder of common
            shares entitled to incidental or piggyback registration ("OTHER
            REGISTRATION"), allocated, if necessary, pro rata among such
            holders requesting such registration on the basis of the number
            of shares of Common Stock Beneficially Owned by such holder at
            the time; and

                  (ii) in the case of a Third Party Demand Registration,
            first, any shares proposed to be offered by the stockholder or
            stockholders exercising their right to cause the Company to
            proceed with such Third Party Demand Registration (the
            "INITIATING THIRD PARTY HOLDERS"); second, any shares proposed
            to be offered by the Company; third, the shares of Common Stock
            which have been requested to be registered by the holders
            requesting such registration pursuant to the Existing
            Agreements, excluding any shares Beneficially Owned by the
            Initiating Third Party Holders, to be included in such
            registration, allocated, if necessary, pro rata among such
            holders requesting such registration on the basis of the number
            of shares of Common Stock Beneficially Owned by such holder at
            the time; and fourth, the shares of Common Stock which have
            been requested to be registered by the Grantee and any other
            holder entitled to Other Registration, allocated, if necessary,
            pro rata among such holders requesting such registration on the
            basis of the number of shares of Common Stock Beneficially
            Owned by such holder at the time;

      provided, however, that in the event the Company will not, by virtue
      of the implementation of the foregoing cutback mechanism, include in
      any such registration all of the Grantee Common Stock Registrable
      Shares requested to be included in such registration, the Grantee
      may, upon written notice to the Company given within three days of
      the date the Grantee is first notified of such matter, reduce the
      amount of the Grantee Common Stock Registrable Shares the Grantee
      desires to have included in such registration, whereupon only the
      Grantee Common Stock Registrable Shares, if any, the Grantee desires
      to have included will be considered for such inclusion.

      2.    Obligations of the Company.

            (a) If, and whenever, the Company is required under the
      Existing Agreements to use its best efforts to effect or cause the
      registration of any shares of Common Stock under the Securities Act,
      the Company shall (i) prepare and, as soon as reasonably possible,
      file with the SEC a registration statement with respect to the shares
      of Common Stock, and shall use its best efforts to cause such
      registration statement to become effective as promptly as possible;
      provided, however, that the Company may discontinue any registration
      of its securities which is being effected pursuant to an Incidental
      Registration at any time prior to the effective date of the
      registration statement relating thereto and, except as otherwise
      provided in the Existing Agreements, to remain effective until the
      earlier of the sale of the shares of Common Stock so registered or
      such time as the holders may sell all of the shares of Common Stock
      so registered pursuant to Rule 144 of the Securities Act within a
      three-month period, (ii) prepare and file with the SEC such
      amendments and supplements to such registration statement and the
      prospectus used in connection therewith as may be reasonably
      necessary to make and to keep such registration statement effective
      and to comply with the provisions of the Securities Act with respect
      to the sale or other disposition of all securities proposed to be
      registered pursuant to such registration statement until the earlier
      of the sale of the shares of Common Stock so registered or such time
      as the holders may sell all of the shares of Common Stock so
      registered pursuant to Rule 144 of the Securities Act within a
      three-month period and (iii) take all such other action either
      necessary or desirable to facilitate the shares of Common Stock held
      by the holders so registered to be disposed of in accordance with the
      method of disposition described herein.

            (b) Notwithstanding the foregoing, if the Company shall furnish
      to the Grantee a certificate signed by its Chairman, Chief Executive
      Officer or Chief Financial Officer stating that (i) filing a
      registration statement or maintaining effectiveness of a current
      registration statement would have a material adverse effect on the
      Company or its stockholders in relation to any material financing,
      acquisition or other corporate transaction, and the Company has
      determined in good faith that such disclosure is not in the best
      interests of the Company and its stockholders, or (ii) the Company
      has determined in good faith that the filing or maintaining
      effectiveness of a current registration statement would require
      disclosure of material information the Company has a valid business
      purpose of retaining as confidential, the Company shall be entitled
      to postpone filing or suspend the use by the Grantee of the
      registration statement for a reasonable period of time, but not in
      excess of 60 consecutive calendar days. The Company shall be entitled
      to exercise such suspension rights one time in any calendar year.

            (c) In connection with any registration statement on which the
      Grantee has validly requested inclusion, the following provisions
      shall apply:

            (1) The Company shall furnish to the Grantee, prior to the
      filing thereof with the SEC, a copy of any registration statement,
      and each amendment thereof and each amendment or supplement, if any,
      to the prospectus included therein and shall use its reasonable
      efforts to reflect in each such document, when so filed with the SEC,
      such comments as the Grantee and its counsel reasonably may propose.

            (2) The Company shall take such action as may be necessary so
      that (i) any registration statement and any amendment thereto and any
      prospectus forming part thereof and any amendment or supplement
      thereto (and each report or other document incorporated therein by
      reference) complies in all material respects with the Securities Act
      and the Exchange Act, (ii) any registration statement and any
      amendment thereto does not, when it becomes effective, contain an
      untrue statement of a material fact or omit to state a material fact
      required to be stated therein or necessary to make the statements
      therein not misleading, and (iii) any prospectus forming part of any
      registration statement, and any amendment or supplement to such
      prospectus, does not include an untrue statement of a material fact
      or omit to state a material fact necessary in order to make the
      statements therein, in the light of the circumstances under which
      they were made, not misleading.

            (3) (A) With respect to any registration statement, the Company
      shall advise the Grantee and, if requested by the Grantee, confirm
      such advice in writing:

                  (i) when a registration statement and any amendment
            thereto has been filed with the SEC and when the registration
            statement or any post-effective amendment thereto has become
            effective; and

                  (ii) of any request by the SEC for amendments or
            supplements to the registration statement or the prospectus
            included therein or for additional information.

               (B) The Company shall advise the Grantee and, if requested
            by the Grantee, confirm such advice in writing of:

                  (i)   the issuance by the SEC of any stop order suspending
            effectiveness of such registration statement or the initiation
            of any proceedings for that purpose;

                  (ii) the receipt by the Company of any notification with
            respect to the suspension of the qualification of the
            securities included therein for sale in any jurisdiction or the
            initiation of any proceeding for such purpose; and

                  (iii) the happening of any event that requires the making
            of any changes in such registration statement or the prospectus
            so that, as of such date, the registration statement and the
            prospectus do not contain an untrue statement of a material
            fact and do not omit to state a material fact required to be
            stated therein or necessary to make the statements therein (in
            the case of the prospectus, in the light of the circumstances
            under which they were made) not misleading (which advice shall
            be accompanied by an instruction to suspend the use of the
            prospectus relating to the Grantee Common Stock Registrable
            Shares until the requisite changes have been made).

            (4) The Company shall use its best efforts to prevent the
      issuance, and if issued to obtain the withdrawal, of any order
      suspending the effectiveness of the registration statement relating
      to the Grantee Common Stock Registrable Shares at the earliest
      possible time.

            (5) The Company shall furnish to the Grantee with respect to
      the registration statement relating to the Grantee Common Stock
      Registrable Shares, without charge, such number of copies of such
      registration statement and any post-effective amendment thereto,
      including financial statements and schedules, and all reports, other
      documents and exhibits (including those incorporated by reference) as
      the Grantee shall reasonably request.

            (6) The Company shall furnish to the Grantee such number of
      copies of any prospectus (including any preliminary prospectus and
      any amended or supplemented prospectus) relating to the Grantee
      Common Stock Registrable Shares, in conformity with the requirements
      of the Securities Act, as the Grantee may reasonably request in order
      to effect the offering and sale of the shares of Grantee Common Stock
      Registrable Shares to be offered and sold, but only while the Company
      shall be required under the provisions hereof to cause the
      registration statement to remain current, and the Company consents
      (except during the continuance of any event described in Sections
      2(b) or 2(c)(3)(B)(iii) to the use of the prospectus or any amendment
      or supplement thereto by the Grantee in connection with the offering
      and sale of the Grantee Common Stock Registrable Shares covered by
      the prospectus or any amendment or supplement thereto.

            (7) Prior to any offering of Grantee Common Stock Registrable
      Shares pursuant to any registration statement, the Company shall use
      its reasonable best efforts to register or qualify the shares of
      Grantee Common Stock Registrable Shares covered by such registration
      statement under the securities or blue sky laws of such states as the
      Grantee shall reasonably request, maintain any such registration or
      qualification current until the earlier of the sale of the shares of
      Grantee Common Stock Registrable Shares so registered or 90 days
      subsequent to the effective date of the registration statement, and
      do any and all other acts and things either reasonably necessary or
      advisable to enable the Grantee to consummate the public sale or
      other disposition of the shares of Grantee Common Stock Registrable
      Shares in jurisdictions where the Grantee desires to effect such
      sales or other disposition; provided, however, that the Company shall
      not be required to (A) take any action that would subject it to the
      general jurisdiction of the courts of any jurisdiction in which it is
      not then subject, (B) subject itself to taxation in any such
      jurisdiction, (C) file a general consent to service of process in any
      such jurisdiction, (D) provide any undertakings that could cause the
      Company undue expense or burden, (E) make any change in its charter
      or by-laws, which in each case the Board of Directors of the Company
      determines to be contrary to the best interests of the Company and
      its stockholders, or (F) qualify as a foreign corporation in any
      jurisdiction where the Company is not then qualified.

            (8) In connection with any offering of shares of Grantee Common
      Stock Registrable Shares registered pursuant to this Agreement, the
      Company shall (x) furnish the Grantee, at the Company's expense, on a
      timely basis with certificates free of any restrictive legends
      representing ownership of the shares of Grantee Common Stock
      Registrable Shares being sold in such denominations and registered in
      such names as the Grantee shall request, and (y) instruct the
      transfer agent and registrar of the Grantee Common Stock Registrable
      Shares to release any stop transfer orders with respect to the shares
      of Grantee Common Stock Registrable Shares.

            (9) Upon the occurrence of any event contemplated by paragraph
      2(c)(3)(B)(iii) above, the Company shall promptly prepare a
      post-effective amendment to any registration statement or an
      amendment or supplement to the related prospectus or file any other
      required document so that, as thereafter delivered to purchasers of
      the Grantee Common Stock Registrable Shares included therein, the
      prospectus will not include an untrue statement of a material fact or
      omit to state any material fact necessary to make the statements
      therein, in the light of the circumstances under which they were
      made, not misleading. If the Company notifies the Grantee of the
      occurrence of any event contemplated by Sections 2(b) or
      2(c)(3)(B)(iii) above, the Grantee shall suspend the use of the
      prospectus, for a period not to exceed sixty (60) calendar days in
      accordance with Section 2(b), until the requisite changes to the
      prospectus have been made.

            (10) The Company shall, if requested, promptly include or
      incorporate in a prospectus supplement or post-effective amendment to
      a registration statement, such information as the managing
      underwriters administering an underwritten offering of the Grantee
      Common Stock Registrable Shares registered thereunder reasonably
      request to be included therein and to which the Company does not
      reasonably object and shall make all required filings of such
      prospectus supplement or post-effective amendment as soon as
      practicable after they are notified of the matters to be included or
      incorporated in such prospectus supplement or post-effective
      amendment.

            (11) If requested, the Company shall enter into an underwriting
      agreement with a nationally recognized investment banking firm or
      firms reasonably acceptable to the Company containing
      representations, warranties, indemnities and agreements then
      customarily included by an issuer in underwriting agreements with
      respect to secondary underwritten distributions, and in connection
      therewith, if an underwriting agreement is entered into, cause the
      same to contain indemnification provisions and procedures
      substantially identical to those set forth in Section 4 of this
      Agreement (or such other provisions and procedures acceptable to the
      managing underwriters, if any) with respect to all parties to be
      indemnified pursuant to Section 4 of this Agreement.

            (12) In the event of an underwritten public offering, then the
      Company shall (i) make reasonably available for inspection by Grantee
      and its counsel, any underwriter participating in any distribution
      pursuant to such registration statement, and any attorney, accountant
      or other agent retained by the Grantee or any such underwriter, all
      relevant financial and other records, pertinent corporate documents
      and properties of the Company and its subsidiaries, (ii) cause the
      Company's officers, directors and employees to make reasonably
      available for inspection all relevant information reasonably
      requested by Grantee or any such underwriter, attorney, accountant or
      agent in connection with any such registration statement, in each
      case, as is customary for similar due diligence examinations;
      provided, however, that any such information shall be protected by a
      mutually agreeable confidentiality agreement, (iii) 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 underwriters, if any) addressed to the
      Grantee and the underwriters, if any, covering such matters as are
      customarily covered in opinions requested in underwritten offerings
      and such other matters as may be reasonably requested by the Grantee
      and underwriters (it being agreed that the matters to be covered by
      such opinion or written statement by such counsel delivered in
      connection with such opinions shall include in customary form,
      without limitation, as of the date of the opinion and as of the
      effective date of the registration statement or most recent
      post-effective amendment thereto, as the case may be, the absence
      from such registration statement and the prospectus included therein,
      as then amended or supplemented, including the documents incorporated
      by reference therein, of an untrue statement of a material fact or
      the omission to state therein a material fact required to be stated
      therein or necessary to make the statements therein (in the case of
      the prospectus, in the light of the circumstances under which they
      were made) not misleading, (iv) use its best efforts to obtain "cold
      comfort" letters and updates thereof from the independent public
      accountants of the Company (and, if necessary, any other independent
      public accountants of any subsidiary of the Company or of any
      business acquired or to be acquired by the Company for which
      financial statements and financial data are, or are required to be,
      included in the registration statement), addressed to the Grantee and
      the underwriters, if any, in customary form and covering matters of
      the type customarily covered in "cold comfort" letters in connection
      with primary underwritten offerings, and (v) deliver such documents
      and certificates as may be reasonably requested by the Grantee and
      the managing underwriters, if any, and with any customary conditions
      contained in the underwriting agreement or other agreement entered
      into by the Company.

            (13) The Company will use its reasonable best efforts to cause
      the Grantee Common Stock Registrable Shares to be admitted for
      quotation on the Nasdaq National Market or other stock exchange or
      trading system on which the Common Stock primarily trades on or prior
      to the effective date of any registration statement hereunder.

            (14) With a view to making available the benefits of certain
      rules and regulations of the Commission which may at any time permit
      the sale of the Grantee Common Stock Registrable Shares to the public
      without registration, the Company agrees to:

               (A) Make and keep public information available, as those
            terms are understood and defined in and interpreted under Rule
            144 (or any successor provision) of the Securities Act, at all
            times; and

               (B) During the term of this Agreement, to furnish to the
            Grantee upon request (i) a copy of the most recent annual or
            quarterly report of the Company, and (ii) such other reports
            and documents of the Company as the Grantee may reasonably
            request in availing itself of any rule or regulation of the SEC
            allowing the Grantee to sell Grantee Common Stock Registrable
            Shares without registration.

      3.    Expenses.

            The Company shall pay all fees and expenses incurred in
      connection with the performance of its obligations under Section 1
      hereof, including, without limitation, all Commission and blue sky
      registration and filing fees, printing expenses, transfer agents' and
      registrars' fees, and the reasonable fees and disbursements of the
      Company's outside counsel and independent accountants incurred in
      connection with the preparation, filing and amendment of any
      registration statement authorized by this Agreement (but excluding
      underwriters' and brokers' discounts and commissions and fees of the
      Grantee and underwriter's counsel and related costs).

      4.    Indemnification and Contribution

            (a) Indemnification by the Company. In the case of any offering
      registered pursuant to this Agreement, the Company agrees to
      indemnify and hold the Grantee, its directors, officers, employees,
      representatives and agents, each underwriter (if any) of shares of
      Grantee Common Stock Registrable Shares under such registration
      statement and each person who controls any of the foregoing within
      the meaning of Section 15 of the Securities Act harmless against any
      and all losses, claims, damages, liabilities or amounts paid in
      settlement as permitted by this Agreement to which they or any of
      them may become subject under the Securities Act or any other statute
      or common law or otherwise, and to reimburse them, from time to time
      upon request, for any legal or other expenses incurred by them in
      connection with investigating any claims and defending any actions,
      insofar as any such losses, claims, damages, liabilities or actions
      shall arise out of or shall be based upon (i) any untrue statement or
      alleged untrue statement of a material fact contained in the
      registration statement (or any amendment thereto) relating to the
      sale of such shares of Grantee Common Stock Registrable Shares,
      including all documents incorporated therein by reference, or the
      omission or alleged omission to state therein a material fact
      required to be stated therein or necessary to make the statements
      therein not misleading, or (ii) any untrue statement or alleged
      untrue statement of a material fact contained in any preliminary
      prospectus (as amended or supplemented if the Company shall have
      filed with the Commission any amendment thereof or supplement
      thereto), if used prior to the effective date of such registration
      statement or contained in the prospectus (as amended or supplemented
      if the Company shall have filed with the Commission any amendment
      thereof or supplement thereto), if used within the period during
      which the Company shall be required to keep the registration
      statement to which such prospectus relates current pursuant to the
      terms of this Agreement, or the omission or alleged omission to state
      therein a material fact necessary in order to make the statements
      therein, in the light of the circumstances under which they were
      made, not misleading; provided, however, that the indemnification
      agreement contained in this Section 4(a) shall not apply to such
      losses, claims, damages, liabilities or actions which shall arise
      from the sale of shares of Grantee Common Stock Registrable Shares to
      any person if such losses, claims, damages, liabilities or actions
      shall arise out of or shall be based upon any such untrue statement
      or alleged untrue statement, or any such omission or alleged
      omission, if such statement or omission shall have been (x) made in
      reliance upon and in conformity with information furnished in writing
      to the Company by or on behalf of the Grantee or any such underwriter
      specifically for use in connection with the preparation of the
      registration statement or any such amendment thereof or any
      preliminary prospectus or prospectus contained in such registration
      statement or any such amendment thereof or supplement thereto, or (y)
      made in any preliminary prospectus, and the prospectus contained in
      the registration statement as declared effective or in the form filed
      by the Company with the Commission pursuant to Rule 424 of the
      Securities Act shall have corrected such statement or omission and a
      copy of such prospectus shall have been sent or given to such person
      at or prior to the confirmation of such sale to him.

            (b) Indemnification by the Grantee. In the case of each offering
 !    registered pursuant to this Agreement, the Grantee agrees, in the
      same manner and to the same extent as set forth in Section 4(a) of
      this Agreement to indemnify and hold harmless the Company, its
      directors, officers, employees, representatives and agents, each
      underwriter (if any) of shares of Grantee Common Stock Registrable
      Shares under such registration statement and each person who controls
      any of the foregoing within the meaning of Section 15 of the
      Securities Act with respect to any statement in or omission from such
      registration statement or any preliminary prospectus (as amended or
      as supplemented, if amended or supplemented as aforesaid) or
      prospectus contained in such registration statement (as amended or as
      supplemented, if amended or supplemented as aforesaid), if such
      statement or omission shall have been made in reliance upon and in
      conformity with information furnished in writing to the Company by or
      on behalf of the Grantee specifically for use in connection with the
      preparation of the registration statement or any such amendment
      thereof or any preliminary prospectus or prospectus contained in such
      registration statement or any such amendment thereof or supplement
      thereto.

            (c) Notice of Claims. Each party indemnified under Section 4(a)
      or Section 4(b) of this Agreement shall, promptly after receipt of
      notice of the commencement of any action, suit, claim, proceeding or
      investigation (collectively, a "Claim") against such indemnified
      party in respect of which indemnity may be sought, notify the
      indemnifying party in writing of the commencement thereof, enclosing
      a copy of all papers served on such indemnified party. The failure of
      any indemnified party so to notify promptly an indemnifying party of
      any such Claim shall not relieve the indemnifying party from any
      liability in respect of such action which it may have to such
      indemnified party on account of the indemnity agreement contained in
      Section 4(a) or Section 4(b) of this Agreement, unless the
      indemnifying party was prejudiced by such failure, and in no event
      shall relieve the indemnifying party from any other liability which
      it may have to such indemnified party. In case any such Claim shall
      be brought against any indemnified party and it shall notify promptly
      an indemnifying party of the commencement thereof, the indemnifying
      party shall be entitled to participate therein and, to the extent
      that it may wish, jointly with any other indemnifying party similarly
      notified, to assume the defense thereof, with counsel reasonably
      satisfactory to such indemnified party; provided that if any
      indemnified party or parties reasonably determine(s) after
      consultation with, and based on the advice of, outside, qualified
      legal counsel that there may be legal defenses available to such
      indemnified party that are different from or in addition to those
      available to such indemnifying party or that representation of such
      indemnifying party and any indemnified party by the same counsel
      would present a conflict of interest under applicable rules of
      attorney professional conduct, then such indemnifying party shall not
      be entitled to assume such defense. If an indemnifying party assumes
      the defense of an action in accordance with and as permitted by the
      provisions of this paragraph, such indemnifying party shall not be
      liable to such indemnified party under Section 4(a) or Section 4(b)
      of this Agreement for any legal or other expenses subsequently
      incurred by such indemnified party in connection with the defense
      thereof other than reasonable costs of investigation. In no event
      shall the indemnifying party be liable for the fees and expenses of
      more than one counsel (in addition to local counsel) separate from
      its own counsel for all indemnified parties in connection with any
      one action or separate but similar or related actions in the same
      jurisdiction arising out of the same general allegations or
      circumstances.

            (d) In order to provide for just and equitable contribution in
      circumstances in which the indemnity provided for in this Section 4
      is for any reason held to be unavailable to the indemnified parties
      although applicable in accordance with its terms, the Company and
      Grantee shall contribute to the aggregate losses, liabilities,
      claims, damages and expenses of the nature contemplated by said
      indemnity incurred by the Company and the Grantee as incurred;
      provided that 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 that was not guilty of such
      fraudulent misrepresentation. As between the Company, on the one
      hand, and the Grantee, on the other hand, such parties shall
      contribute to such aggregate losses, liabilities, claims, damages and
      expenses of the nature contemplated by such indemnity agreement in
      such proportion as shall be appropriate to reflect the relative fault
      of the Company, on the one hand, and the Grantee, on the other hand,
      with respect to the statements or omissions which resulted in such
      loss, liability, claim, damage or expense, or action in respect
      thereof, as well as any other relevant equitable considerations. The
      relative fault of the Company, on the one hand, and of the Grantee,
      on the other hand, shall be determined by reference to, among other
      things, whether the untrue or alleged untrue statement of a material
      fact or the omission or alleged omission to state a material fact
      relates to information supplied by the Company, on the one hand, or
      by on behalf of the Grantee, on the other hand, and the parties'
      relative intent, knowledge, access to information and opportunity to
      correct or prevent such statement or omission. The Company and the
      Grantee agree that it would not be just and equitable if contribution
      pursuant to this Section 4 were to be determined by pro rata
      allocation or by any other method of allocation that does not take
      into account the relevant equitable considerations. For purposes of
      this Section 4(d), each person who controls the Company or the
      Grantee within the meaning of Section 15 of the Securities Act shall
      have the same rights to contribution as the Grantee or the Company,
      as the case may be. No party shall be liable for contribution with
      respect to any action, suit, proceeding or claim settled without its
      written consent.

            (e)The Company may require, as a condition to entering into any
      underwriting agreement with respect to the registration of Grantee
      Common Stock Registrable Shares, that the Company shall have received
      an undertaking reasonably satisfactory to it from each underwriter
      named in any such underwriting agreement, severally and not jointly,
      to comply with the provisions of paragraphs (a) through (d) of this
      Section 4.

            (f)The obligations of the Company and the Grantee under this
      Section 4 shall survive (1) during the pending of any investigation
      with respect to a Claim and (2) the completion of any offering of
      Grantee Common Stock Registrable Shares in a registration statement.

      5.    Notices. All consents, notices, documents, certificates,
            information and legal process to be delivered to or served upon
            any party to this Agreement shall be in writing and (a)
            delivered personally, (b) sent by facsimile transmission, (c)
            sent by registered or certified mail, postage prepaid, or (d)
            sent by recognized overnight courier to the applicable party
            hereto at the address stated below or in accordance with the
            last unrevoked written direction from such party to the other
            party(ies) hereto. Unless otherwise provided herein, all
            notices shall be deemed to have been given on (1) the date of
            receipt (or if delivery refused, the date of such refusal) if
            delivered personally or by courier, (2) three days after the
            date of posting if sent by registered or certified mail,
            postage prepaid or (3) if transmitted by facsimile, the date
            that confirmation of transmission is received by the sending
            party.

            (x) if to the Company, to it at:

                CoreComm Limited
                110 East 59th Street
                New York, New York 10022
                Attention: General Counsel
                Facsimile: (212) 906-8497

            (y) if to the Grantee, to it at:

                Chase Securities Inc.
                270 Park Avenue
                New York, New York 10017
                Attention: Jeffrey P. Kelly
                Facsimile: (212) 270-1848

All such notices and communications shall be effective when received by the
addressee.

      6.    Governing Law. This Agreement shall be governed in all respects
            by the internal laws of the State of Delaware as applied to
            contracts entered into solely between residents of, and to be
            performed entirely within, such state, and without reference to
            principles of conflicts of laws or choice of laws.

      7.    Entire Agreement. This Agreement constitutes the full and
            entire understanding and agreement between the parties with
            regard to the subject matter hereof and supersedes all prior
            agreements and understandings among the parties relating to the
            subject matter hereof.

      8.    Amendments and Waivers. The provisions of this Agreement may
            not be amended, modified or supplemented, and waivers or
            consents to departures from the provisions hereof may not be
            given, unless the Company has obtained the written consent of
            the holders that Beneficially Own, in the aggregate, 50% or
            more of the Common Stock Registrable Shares.

      9.    Successors and Assigns. This Agreement shall be binding upon
            and shall inure to the benefit of the parties hereto and their
            respective successors and assigns, subject to the assignment
            provisions contained in Section 12 of this Agreement.

      10.   Severability. If any term, provision, covenant or restriction
            of this Agreement is held by a court of competent jurisdiction
            to be invalid, void or unenforceable, the remainder of the
            terms, provisions, covenants and restrictions of this Agreement
            shall remain in full force and effect and shall in no way be
            affected, impaired or invalidated.

      11.   Termination of Company Obligation. All registration rights and
            obligations of the Company associated therewith provided in
            this Agreement shall terminate upon the earlier of (A) the sale
            of all the Grantee Common Stock Registrable Shares under an
            effective registration statement and (B) the date of delivery
            to the Grantee of a written opinion of counsel to the Company
            (which may be the Company's in-house counsel), reasonably
            acceptable to the Grantee, that Grantee is able to sell all of
            its Grantee Common Stock Registrable Shares without
            registration under the Securities Act or any successor
            provision thereto during any single three-month period under
            Rule 144 of the Securities Act.

      12.   Assignment. The Grantee's right to have the Company register
            Grantee Common Stock Registrable Shares pursuant to this
            Agreement shall be automatically assignable by the Grantee to
            any transferee or assignee (other than the transferee or
            assignee of such shares in a registered transaction) of all or
            any portion of the Warrant or the underlying Grantee Common
            Stock Registrable Shares if: (i) the Grantee is permitted at
            such time under the terms of the Warrant Agreement to sell,
            transfer, assign, pledge, hypothecate, encumber, convey in
            trust, gift or otherwise dispose of all or any portion of the
            Warrant or the underlying Grantee Common Stock Registrable
            Shares proposed to be transferred or assigned, (ii) the Grantee
            agrees in writing with the transferee or assignee to assign
            such rights, and a copy of such agreement is furnished promptly
            to the Company after such assignment, (iii) the Company is,
            prior to such transfer or assignment, furnished with written
            notice of (a) the name and address of such transferee or
            assignee and (b) the number and type of Company securities with
            respect to which such registration rights are being assigned,
            (iv) following such transfer or assignment, the further
            disposition of such securities of the Company by the transferee
            or assignee is restricted under the Securities Act and
            applicable State securities laws, (v) at or before the time the
            Company receives the written notice contemplated by subsection
            (iii) above, the transferee or assignee agrees in writing for
            the benefit of the Company to be bound by all of the provisions
            contained herein (including any subsequent Grantee becoming
            bound to the provisions contained in Section 4 and this Section
            12), (vi) such transfer or assignment shall have complied with
            all applicable terms and conditions of the Warrant Agreement,
  !         (vii) such transfer or assignment shall have complied with all
            applicable Federal and State securities laws and (viii) such
            transferee or assignee shall be an "accredited investor" as
            that term is defined in Rule 501(a) of Regulation D promulgated
            under the Securities Act. Following any permitted assignment of
            the rights under this Section 12, the term "Grantee" as used in
            this Agreement will be deemed to include such transferees or
            assignees.

      13.   Definitions.  As used herein, the following terms shall have the
            following respective meanings:

                  "BENEFICIAL OWNERSHIP" shall have the meaning set forth
in Rule 13d-3 under the Exchange Act.

                  "BOARD OF DIRECTORS" means the board of directors of the
Company.

                  "COMMISSION" means the Securities and Exchange Commission
or any other federal agency at the time administering the Securities Act.

                  "COMMON STOCK" means the common stock, par value $0.01
per share, of the Company or any other equity securities of the Company
into which such securities are converted, reclassified, reconstituted or
exchanged.

                  "EXCHANGE ACT" means the Securities Exchange Act of 1934,
as amended, or any successor federal statute, and the rules and regulations
of the Commission promulgated thereunder, all as the same shall be in
effect at the relevant time

                  "PERSON" means any individual, firm, corporation, limited
liability company, partnership, trust, incorporated or unincorporated
association, joint venture, joint stock company, government (or an agency
or political subdivision thereof) or other entity of any kind, and shall
include any successor (by merger or otherwise) of any such entity.

                  "SECURITIES ACT" means the Securities Act of 1933, or any
successor federal statute, and the rules and regulations of the Commission
promulgated thereunder, all as the same shall be in effect at the relevant
time.

                  "UNDERWRITTEN OFFERING" shall mean a sale of securities
of the Company to an underwriter or underwriters for re-offering to the
public, which shall include a road show and other customary selling
efforts.

      14.   No Third Party Beneficiary Rights. This Agreement is made
            solely and specifically between and for the benefit of the
            Company and the Grantee, except with respect to covered
            indemnitees under Section 4 and permitted transferees and
            assignees under Section 12.

      15.   Joinder. A Person may become joined to this Agreement in
            accordance with and compliance with the provisions of Section
            12.

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               SIGNATURE PAGE - REGISTRATION RIGHTS AGREEMENT


      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly authorized and executed by their respective authorized officers as
of the date first set forth above.


                                  CORECOMM LIMITED


                                  By: /s/ Richard J. Lubasch
                                     ------------------------------------
                                     Name:  Richard J. Lubasch
                                     Title: Senior Vice President


                                  CHASE SECURITIES INC.


                                  By: /s/ Jeffrey P. Kelly
                                     ------------------------------------
                                     Name:  Jeffrey P. Kelly
                                     Title: Managing Director