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                                                                 Exhibit 10.29.3

                          REGISTRATION RIGHTS AGREEMENT

     REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of October 29,
2002, is made among ITC/\DeltaCom, Inc., a Delaware corporation (the "Company"),
SCANA Communications Holdings, Inc., a South Carolina corporation ("SCANA"),
Campbell B. Lanier, III ("Lanier") and the other Persons listed on the signature
pages hereof.

                              W I T N E S S E T H:

     WHEREAS, in connection with the Company's Plan of Reorganization under
Chapter 11 of the Bankruptcy Code (the "Plan"), confirmed by order of the United
States Bankruptcy Court for the District of Delaware, entered on October 17,
2002, in In re ITC/\DeltaCom, Inc. (Case No. 02-11848 (MFW)), the Company has
agreed to issue and sell to the Holders (as defined herein) (i) shares of the
Series A convertible redeemable preferred stock, par value $0.01 per share, of
the Company (the "Series A Preferred Stock") and (ii) warrants to purchase
1,013,723.6 shares of the common stock, par value $0.01 per share, of the
Company (the "Common Stock"); and

     WHEREAS, in connection with and pursuant to the Plan and the Purchase
Agreements (as defined herein), the Company has agreed to grant to the Holders
the registration rights described in this Agreement with respect to the
Registrable Securities (as defined herein).

     NOW, THEREFORE, in consideration of the premises and the mutual covenants
and conditions hereinafter set forth, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereby agree as follows:

  1. Definitions. For purposes of this Agreement, the following terms shall
have the following meanings:

     "Adverse Offering Effect" has the meaning specified in Section 4(h).

     "Affiliate" has the meaning specified in Rule 12b-2 under the Exchange Act.

     "Amendment" has the meaning specified in Section 17.

     "Blackout Period" has the meaning specified in Section 7(a).

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     "Business Day" means each Monday, Tuesday, Wednesday, Thursday and Friday
that is not a day on which banking institutions in The City of New York or the
State of Georgia are authorized or obligated by law or other governmental
actions to close.

     "Closing Date" means the date on which the Series A Preferred Stock and the
Warrants are issued and sold by the Company pursuant to the Purchase Agreements.

     "Commitment Fee Shares" means the shares of Common Stock issued to Lanier,
SCANA and other Holders on the Closing Date pursuant to the Purchase Agreements.

     "Common Stock" has the meaning specified in the recitals to this Agreement.

     "Common Stock Registration Rights Agreement" means the Registration Rights
Agreement, dated as of the date hereof, among the Company and the other Persons
listed on the signature pages thereof.

     "Company" has the meaning specified in the first paragraph of this
Agreement.

     "Company Shelf Response" has the meaning specified in Section 3(b).

     "Conversion Shares" means, collectively, (i) the shares of Common Stock
issued or issuable upon conversion of the Preferred Shares and (ii) any
securities paid, issued or distributed in respect of any shares of Common Stock
referred to in clause (i) by way of stock dividend or distribution or stock
split or in connection with a combination of shares, recapitalization,
reorganization, merger, consolidation or otherwise.

     "Cutback Notice" has the meaning specified in Section 4(h).

     "Demand Holders" means, (i) with respect to a registration requested
pursuant to Section 4(a), the SCANA Demand Holders and the Remaining SCANA
Holders, (ii) with respect to a registration requested pursuant to Section 4(b),
the Other Demand Holders and the Remaining Other Demand Holders and (iii) with
respect to a registration requested pursuant to Section 4(c), the Shelf Demand
Holders and the Remaining Shelf Holders.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended, or
any successor federal statute, as the same shall be in effect from time to time.
Reference to a particular section of the Securities Exchange Act

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of 1934, as amended, shall include reference to the comparable section, if any,
of any such successor federal statute.

     "Excluded Registration" means a registration of Common Stock under the
Securities Act pursuant to a registration statement filed (i) on Form S-4 or
Form S-8 or any successor registration forms that may be adopted by the SEC or
(ii) in connection with an exchange offer or an offering of securities solely to
existing stockholders of the Company or employees of the Company or its
subsidiaries.

     "Holders" means, collectively, the holders of Registrable Securities that
have executed this Agreement as of the date hereof and, subject to Section 15,
each other Person to whom any such holder has transferred Registrable Securities
and who has agreed to become bound by the provisions of this Agreement in
accordance with Section 15, but only so long as such other Person holds
Registrable Securities.

     "Initiating Securityholder" has the meaning specified in Section 5(a).

     "Lanier" has the meaning specified in the first paragraph of this
Agreement.

     "Losses" has the meaning specified in Section 11(a).

     "Majority of the Registrable Securities" means, as of any date of
determination with respect to the designated Holders, a majority of the shares
of Common Stock held by such Holders on an as-converted, as-exercised basis,
with the Holders of Preferred Shares and Warrants deemed to be the Holders of
the number of shares of Common Stock into which the Preferred Shares are or
would be convertible or for which the Warrants are or would be exercisable as of
such date of determination.

     "NASD" means the National Association of Securities Dealers, Inc.

     "Other Demand Holders" has the meaning specified in Section 4(b).

     "Other Holders" means, collectively, (i) the Persons other than SCANA
listed on the signature pages hereof on the date hereof and (ii) subject to
Section 15, each other Person to whom any of the Persons described in clause (i)
has transferred Registrable Securities and who has agreed to become bound by the
provisions of this Agreement in accordance with Section 15, but only so long as
such other Person holds Registrable Securities.

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     "Person" means any individual, corporation, partnership, limited liability
company, association, trust or other entity or organization, including a
government or a political subdivision or an agency or instrumentality thereof.

     "PIK Dividend Shares" means any shares of the Series A Preferred Stock that
have been issued as dividends on shares of the Series A Preferred Stock.

     "Plan" has the meaning specified in the recitals to this Agreement.

     "Plan of Distribution" has the meaning specified in Section 3(c).

     "Preferred Shares" means (i) the shares of Series A Preferred Stock issued
and sold by the Company on the Closing Date pursuant to the Purchase Agreements
and (ii) any other shares of Series A Preferred Stock issued as a dividend or
other distribution with respect to, or in exchange for, or in replacement of,
the shares of Series A Preferred Stock described in clause (i) above, including
PIK Dividend Shares.

     "Prospectus" means the prospectus included in any Registration Statement,
as amended or supplemented by any prospectus supplement with respect to the
terms of the offering of any portion of the Registrable Securities covered by
any Registration Statement, and by all other amendments and supplements to the
prospectus, including post-effective amendments and all material incorporated by
reference in such prospectus.

     "Purchase Agreements" means, collectively, (i) the Purchase Agreement,
dated as of the date hereof, among the Company, Lanier and the other persons
listed on the signature pages thereof and (ii) the Purchase Agreement, dated as
of the date hereof, between the Company and SCANA.

     "Registrable Securities" means, collectively, (i) the Preferred Shares,
(ii) the Warrants, (iii) the Conversion Shares, (iv) the Warrant Shares and (v)
the Commitment Fee Shares. Securities shall cease to be Registrable Securities
in accordance with Section 2.

     "Registration Expenses" means any and all out-of-pocket expenses incident
to the Company's performance of its registration obligations under this
Agreement, including, without limitation, (i) all SEC registration and filing
fees and expenses incurred in connection with the preparation, printing and
distribution of the Registration Statement and Prospectus and any other document
or amendment thereto and the mailing and delivery of copies thereof to the
Holders and any dealers or underwriters, (ii) fees and disbursements of the
Company, including, without limitation,

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fees and disbursements of counsel for the Company and of independent public
accountants and other experts of the Company, (iii) fees and expenses in
connection with the qualification of Registrable Securities for offering and
sale under state securities laws (including fees and expenses incurred in
connection with blue sky qualifications of the Registrable Securities and
including all reasonable fees and disbursements of counsel in connection with
any survey of state securities or blue sky laws and the preparation of any
memorandum thereon), (iv) fees and expenses incident to any filing with the NASD
or to securing any required review by NASD of the terms of the sale of
Registrable Securities, (v) all fees and expenses incurred in connection with
the listing of Registrable Securities on each securities exchange or automated
quotation system on which the Common Stock is then listed, (vi) the internal
expenses of the Company (including, without limitation, all salaries and
expenses of its officers and employees performing legal or accounting duties and
expenses incurred by the Company in connection with any "road show" or marketing
presentation), (vii) with respect to each registration, up to $15,000 of the
reasonable fees and disbursements of a single counsel selected by the Holders of
a Majority of the Registrable Securities being registered incurred in connection
with the preparation and review of the Registration Statement relating to such
registration, and (viii) with respect to each registration, the reasonable fees
and disbursements of all independent public accountants (including the expenses
of any audit and/or "cold comfort" letter) and the reasonable fees and expenses
of other persons, including special experts, retained by the Company, but
excluding (x) any underwriting discounts and fees, brokerage and sales
commissions, and transfer and documentary stamp taxes, if any, relating to the
sale or disposition of the Registrable Securities and (y) any fees or
disbursements of counsel for the Holders or any Holder, other than the fees and
disbursements referred to in clause (vii) above.

     "Registration Rights Period" means the period commencing on the date of
this Agreement and ending on the sixth anniversary thereof.

     "Registration Statement" means any registration statement of the Company
referred to in Section 3, 4 or 5, including any Prospectus, amendments and
supplements to any such registration statement, including post-effective
amendments, and all exhibits and all material incorporated by reference in any
such registration statement.

     "Remaining Other Holders" has the meaning specified in Section 4(b).

     "Remaining SCANA Holders" has the meaning specified in Section 4(a).

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     "Remaining Shelf Holders" has the meaning specified in Section 4(c).

     "Requesting Holder" has the meaning specified in Section 5(a).

     "Rule 144" means Rule 144 (or any similar provisions then in effect)
promulgated by the SEC under the Securities Act.

     "SCANA" has the meaning specified in the first paragraph of this Agreement.

     "SCANA Demand Holders" has the meaning set forth in Section 4(a).

     "SCANA Holders" means, collectively, SCANA and, subject to Section 15, each
other Person to whom SCANA has transferred Registrable Securities and who has
agreed to become bound by the provisions of this Agreement in accordance with
Section 15, but only so long as such other Person holds Registrable Securities.

     "SEC" means the Securities and Exchange Commission.

     "Section 8(e) Period" has the meaning specified in Section 8(e).

     "Section 8(k) Period" has the meaning specified in Section 8(k).

     "Securities Act" means the Securities Act of 1933, as amended, or any
successor federal statute, as the same shall be in effect from time to time.
Reference to a particular section of the Securities Act of 1933, as amended,
shall include reference to the comparable section, if any, of any such successor
federal statute.

     "Senior Common Stockholder" has the meaning specified in Section 5(b).

     "Series A Preferred Stock" has the meaning specified in the recitals to
this Agreement.

     "Shelf Demand Holders" has the meaning specified in Section 4(c).

     "Shelf Registration" means the registration of Registrable Securities
effected pursuant to Section 3.

     "Shelf Registration Statement" means a shelf registration statement of the
Company filed pursuant to Section 3 which covers Registrable Securities on an
appropriate form under Rule 415 of the

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Securities Act, or any similar rule that may be adopted by the SEC, and all
amendments and supplements to such registration statement, including
post-effective amendments, in each case including the Prospectus contained
therein, all exhibits thereto and all material incorporated by reference
therein.

          "Shelf Resale Notice" has the meaning specified in Section 3(b).

          "Similar Securities" means, in connection with any registration of
securities of the Company under the Securities Act, all securities of the
Company which are (i) the same as or similar to the securities being registered,
(ii) convertible into or exchangeable or exercisable for the securities being
registered or (iii) the same as or similar to the securities into or for which
the securities being registered are convertible or exchangeable or exercisable.

          "Suspension Period" means any period during which the offering of
Registrable Securities by any Holder under the Shelf Registration Statement
shall be suspended as a result of the occurrence of a Blackout Period, a Section
8(e) Period or a Section 8(k) Period.

          "Suspension Period Notice" means a notice provided by the Company
pursuant to Section 3(b) in which the Company states that, as of the date of
such notice, there exists a Blackout Period, a Section 8(e) Period or a Section
8(k) Period.

          "Underwritten Offering" means an underwritten offering in which
securities are sold to an underwriter or underwriters, on a firm commitment
basis, for reoffering to the public.

          "Warrant Shares" means, collectively, (i) the shares of Common Stock
issued or issuable upon exercise of the Warrants and (ii) any securities paid,
issued or distributed in respect of any such shares of Common Stock referred to
in clause (i) by way of stock dividend or distribution or stock split or in
connection with a combination of shares, recapitalization, reorganization,
merger, consolidation or otherwise.

          "Warrants" means the warrants to purchase shares of the Common Stock
issued and sold pursuant to the Purchase Agreements and any warrants issued in
exchange, substitution or replacement thereof.

     2.   Securities Subject to this Agreement. The Registrable Securities are
the sole securities entitled to the benefits of this Agreement. For the purposes
of this Agreement, Registrable Securities held by any Holder shall cease to be
Registrable Securities (and such Holder shall cease to have any registration
rights with respect to such securities under this

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Agreement) on the date and to the extent that (i) a Registration Statement
covering such Registrable Securities has been declared effective under the
Securities Act and such Registrable Securities have been disposed of pursuant to
such effective Registration Statement, (ii) such Registrable Securities have
been sold or transferred in accordance with the requirements of Rule 144, (iii)
such Registrable Securities have been otherwise transferred or disposed of,
certificates therefor not bearing a legend restricting further transfer or
disposition thereof shall have been delivered by the Company and, at such time,
subsequent transfer or disposition of such securities shall not require
registration of such securities under the Securities Act, (iv) all such
Registrable Securities may be sold or transferred by such Holder without holding
period, volume or manner of offering limitations under the Securities Act and
the rules and regulations thereunder, (v) all such Registrable Securities may be
sold or transferred by such Holder within any three-month period in accordance
with the requirements of Rule 144 or (vi) such Registrable Securities have
ceased to be outstanding.

     3. Shelf Registration Statement.

        (a)   Within 30 days after the Closing Date, the Company shall file with
the SEC a Shelf Registration Statement relating to the offer and sale of the
Registrable Securities by the Holders from time to time and shall use its
reasonable best efforts to cause the Shelf Registration Statement to be declared
effective by the SEC as soon as reasonably practicable after filing. The Shelf
Registration Statement may also register the offering of the securities that
have shelf registration rights pursuant to the Common Stock Registration Rights
Agreement. The Company shall notify each Holder of the date on which the Shelf
Registration Statement is declared effective.

        (b)   If a Holder wishes to sell, transfer or otherwise dispose of
Registrable Securities pursuant to the Shelf Registration Statement, such Holder
shall deliver to the designated representative of the Company a written notice
(a "Shelf Resale Notice") of such Holder's good-faith present intention to sell,
transfer or otherwise dispose of some or all of such Holder's Registrable
Securities, and the number and type of Registrable Securities such Holder
proposes to sell, transfer or otherwise dispose of. Upon receipt of each Shelf
Resale Notice, the Company shall, no later than the second Business Day after
such Shelf Resale Notice has been given, either (i) provide a Suspension Period
Notice or (ii) give written notice (a "Company Shelf Response") to the Holder
who gave such Shelf Resale Notice stating that the prospectus relating to the
Registration Statement is current and that the Registrable Securities covered by
the Shelf Resale Notice may be resold within ten Business Days after receipt of
such Company Shelf Response. If the Company does not respond within such two
Business Days, it shall be deemed to have given a Company Shelf Response. Any
Holder who receives

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or is deemed to have received a Company Shelf Response shall then have ten
Business Days after receipt of such Company Shelf Response in which to sell,
transfer or otherwise dispose of the shares subject to the Shelf Resale Notice.
If such Holder does not sell, transfer or otherwise dispose of such Registrable
Securities within such period, the Holder shall be required to deliver another
Shelf Resale Notice and comply again with the other requirements of this Section
3(b) before selling, transferring or otherwise disposing of Registrable
Securities pursuant to the Shelf Registration Statement. All notices pursuant to
this Section 3(b) shall be provided by facsimile transmission or electronic mail
delivery and confirmed by direct telephonic communication with the Company's
designated representative referred to in Section 18.

        (c)   The Shelf Registration Statement shall cover the offering and sale
of the Registrable Securities only in accordance with the methods of
distribution described in Exhibit A attached to this Agreement (the
"Plan of Distribution"), which shall be included in the Prospectus forming part
of the Shelf Registration Statement. Notwithstanding the foregoing, if any
Holder wishes to effect an Underwritten Offering of Registrable Securities
pursuant to the Shelf Registration Statement, such Holder shall be required to
exercise a demand registration right pursuant to, and shall have the rights and
obligations of a Holder under, Section 4.

     4. Demand Registration Rights.

        (a)   During the Registration Rights Period, upon the written request of
SCANA Holders holding at least a Majority of the Registrable Securities then
held by the SCANA Holders (the "SCANA Demand Holders") that the Company effect
the registration under the Securities Act of all or part of such SCANA Demand
Holders' Registrable Securities (which written request shall specify the
aggregate number of Registrable Securities requested to be registered and the
proposed method of distribution thereof), the Company shall (i) as soon as
reasonably practicable, but no later than 30 Business Days, after its receipt of
such request (or, if the Company is legally prohibited from making such a
filing, as soon thereafter as is legally permissible), file with the SEC a
Registration Statement with respect to such requested registration and (ii)
within five Business Days after its receipt of such request, notify in writing
all other SCANA Holders of such request and indicate in such notice the planned
initial filing date of such Registration Statement. Subject to reduction
pursuant to Section 4(h), such Registration Statement shall cover the
Registrable Securities requested by the SCANA Demand Holders to be registered
and such other Registrable Securities as the SCANA Holders other than the SCANA
Demand Holders shall request, by written notice to the Company given no later
than five Business Days prior to such planned initial filing date, to be
registered (such requesting other SCANA Holders collectively, the "Remaining
SCANA Holders").

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        (b) During the Registration Rights Period, upon the written request of
Other Holders holding at least a Majority of the Registrable Securities then
held by the Other Holders (the "Other Demand Holders") that the Company effect
the registration under the Securities Act of all or part of such Other Demand
Holders' Registrable Securities (which written request shall specify the
aggregate number of Registrable Securities requested to be registered and the
proposed method of distribution thereof), the Company shall (i) as soon as
reasonably practicable, but no later than 30 Business Days, after its receipt of
such request (or, if the Company is legally prohibited from making such a
filing, as soon thereafter as is legally permissible), file with the SEC a
Registration Statement with respect to such requested registration and (ii)
within five Business Days after its receipt of such request, notify in writing
all other Other Holders of such request and indicate in such notice the planned
initial filing date of such Registration Statement. Subject to reduction
pursuant to Section 4(h), such Registration Statement shall cover the
Registrable Securities requested by the Other Demand Holders to be registered
and such other Registrable Securities as the Other Holders other than the Other
Demand Holders shall request, by written notice to the Company given no later
than five Business Days prior to such planned initial filing date, to be
registered (such requesting other Other Holders collectively, the "Remaining
Other Holders").

        (c) Upon the written request of Holders holding a Majority of the
Registrable Securities (the "Shelf Demand Holders") that the Company effect the
registration of all or part of such Shelf Demand Holders' Registrable Securities
for offer and sale in an Underwritten Offering under the Shelf Registration
Statement after it has been declared effective by the SEC (which written request
shall specify the aggregate number of Registrable Securities requested to be so
registered), the Company shall (i) as soon as reasonably practicable, but no
later than 30 Business Days, after its receipt of such request (or, if the
Company is legally prohibited from making such a filing, as soon thereafter as
is legally permissible), prepare and file with the SEC post-effective amendments
to the Shelf Registration Statement and such amendments and supplements to the
Prospectus used in connection therewith as are reasonably required to effect
such Underwritten Offering pursuant to the Shelf Registration Statement and (ii)
within five Business Days after its receipt of such request, notify in writing
all other Holders of such request and indicate in such notice the planned
initial filing date of such amendments or supplements. Subject to reduction
pursuant to Section 4(h), such Registration Statement shall cover the
Registrable Securities requested by the Shelf Demand Holders to be registered
and such other Registrable Securities as the Holders other than the Shelf Demand
Holders shall request, by written notice to the Company given no later than five
Business Days prior to such planned initial filing date, to be registered (such
requesting other Holders, collectively, the "Remaining Shelf Holders").

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          (d)   Notwithstanding the provisions of Section 4(a), Section 4(b) and
Section 4(c), the Company shall not be required to take any action pursuant to
this Section 4:

          (i)   if at the date of such request (other than a request for an
     Underwritten Offering made in accordance with this Section 4) the Company
     shall have effective a Shelf Registration pursuant to which the Demand
     Holders could effect the disposition of their Registrable Securities
     according to their proposed method of distribution;

          (ii)  if prior to the date of a request pursuant to Section 4(a), the
     Company shall have effected one registration pursuant to Section 4(a);

          (iii) if prior to the date of a request pursuant to Section 4(b), the
     Company shall have effected one registration pursuant to Section 4(b);

          (iv)  if prior to the date of a request pursuant to Section 4(c), the
     Company shall have effected one registration pursuant to Section 4(c);

          (v)   if the Company shall have effected a registration pursuant to
     this Section 4 within the 120-day period immediately preceding the date of
     such request which permitted Holders to register Registrable Securities;

          (vi)  if the Registrable Securities which the Company shall have been
     requested to register shall have an aggregate offering price of less than
     $5,000,000, unless such registration request is for all remaining
     Registrable Securities held by the Holders; or

          (vii) during the pendency of any Blackout Period;

provided, however, that the Company shall be permitted to satisfy its
obligations under Section 4(a) and Section 4(b) by amending (to the extent
permitted by applicable law) within 30 Business Days after a written request for
registration, any Registration Statement previously filed by the Company under
the Securities Act so that such Registration Statement (as amended) shall permit
the disposition (in accordance with the intended methods of disposition,
including, without limitation, an Underwritten Offering, specified by the
Holders as aforesaid) of all of the Registrable Securities for which a demand
for registration has been made under Section 4(a) or Section 4(b). If the
Company shall so amend a previously filed Registration Statement, it shall be
deemed to have effected a registration for purposes of this Section 4.

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          (e) Subject to the requirement that a request pursuant to Section 4(c)
shall only be made for an Underwritten Offering pursuant to the Shelf
Registration Statement, the Demand Holders delivering a request pursuant to
Section 4(a), Section 4(b) or Section 4(c) may distribute the Registrable
Securities covered by such demand by means of an Underwritten Offering or any
other method of distribution, as determined by the Demand Holders holding a
majority of the Demand Holders' Registrable Securities so requested to be
registered, provided, however, that, in connection with any Underwritten
Offering, the Company shall have the right to select a lead managing underwriter
or underwriters to administer such offering, which lead managing underwriter or
underwriters shall be reasonably satisfactory to the Demand Holders holding a
majority of the Demand Holders' Registrable Securities to be included in such
Registration Statement; provided, further, that the Demand Holders holding a
majority of the Demand Holders' Registrable Securities to be included in such
Registration Statement shall have the right to select a co-managing underwriter
or underwriters for such offering, which co-managing underwriter or underwriters
shall be reasonably satisfactory to the Company.

          (f) Subject to Section 4(g), a registration requested pursuant to this
Section 4 shall not be deemed to be effected for purposes of this Section 4: (i)
if the Registration Statement for such registration has not been declared
effective by the SEC or become effective in accordance with the Securities Act
and the rules and regulations thereunder; (ii) in the case of a Registration
Statement which does not contemplate an Underwritten Offering, if such
Registration Statement does not remain effective for at least 120 days (or such
shorter period that will terminate when all Registrable Securities covered by
such Registration Statement have been sold or withdrawn); or (iii) in the case
of a Registration Statement which contemplates an Underwritten Offering, if (A)
such Registration Statement does not remain effective for at least 120 days plus
such longer period (not to exceed 90 days after the 120th day) as, in the
opinion of counsel for the underwriter or underwriters, is required by law for
the delivery of a Prospectus in connection with the sale of Registrable
Securities by an underwriter or dealer, or (B) the conditions to closing
specified in the applicable underwriting agreement are not satisfied by reason
of a violation or breach of such underwriting agreement or this Agreement by the
Company.

          (g) Demand Holders holding a Majority of the Registrable Securities
held by Demand Holders to be included in a Registration Statement to be filed
pursuant to Section 4(a), Section 4(b) or Section 4(c) may, at any time prior to
the effective date of the Registration Statement relating to such registration,
revoke such request by providing a written notice to the Company revoking such
request. The Company shall be deemed

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to have effected a registration pursuant to Section 4(a) in the case of any such
revocation, other than the first such revocation, of an offering initiated by
the SCANA Demand Holders, the Company shall be deemed to have effected a
registration pursuant to Section 4(b) in the case of any such revocation, other
than the first such revocation, of an offering initiated by the Other Demand
Holders and the Company shall be deemed to have effected a registration pursuant
to Section 4(c) in the case of any such revocation, other than the first such
revocation, of an offering initiated by the Shelf Demand Holders, unless the
revocation is based on a reasonable determination, made by Demand Holders
holding a Majority of the Registrable Securities held by Demand Holders to be
included in such Registration Statement, that there has been, since the date of
the applicable request pursuant to Section 4(a), Section 4(b) or Section 4(c), a
material adverse change in the business, financial condition, results of
operations or prospects of the Company, in general market conditions or in
market conditions for businesses in its industry generally. If any request for
registration is so revoked and the Company shall be deemed not to have effected
a registration pursuant to this Section 4, the Demand Holders and other Holders
requesting that Registrable Securities be included in such registration shall
reimburse the Company for all of its out-of-pocket expenses incurred in the
preparation, filing and processing of the related Registration Statement.

          (h) In connection with any offering covered by a Registration
Statement filed pursuant to this Section 4 or any Underwritten Offering pursuant
to the Shelf Registration Statement that is initiated by the Holders, if the
lead managing underwriter (if the offering shall be an Underwritten Offering) or
Demand Holders holding a Majority of the Registrable Securities held by Demand
Holders (if the offering shall not be an Underwritten Offering) give written
notice to all Holders who have requested to include Registrable Securities in
such offering (a "Cutback Notice") that, in its or their reasonable and good
faith opinion, the Registrable Securities requested to be included in such
offering exceed the number which can be sold in such offering without being
likely to have a significant adverse effect on the offering price, timing or
distribution of the class of securities offered or the market for the securities
offered or for the Common Stock (an "Adverse Offering Effect"), then the Company
shall include in such offering only the number of Registrable Securities which,
in the good faith opinion of such underwriter or the Demand Holders holding a
Majority of the Registrable Securities held by Demand Holders, as the case may
be, can be included without having an Adverse Offering Effect. In such event,
such offering shall include, before any Company securities proposed to be
included therein by the Company or by any other holder thereof (other than the
Holders) may be included in such offering: (i) first, the Registrable Securities
that the Demand Holders propose to sell (with any reduction in such number being
allocated among the Demand Holders pro-rata on an as-converted, as-exercised
basis

                                      -13-

<PAGE>

based on the as-converted, as-exercised number of Registrable Securities
requested by each Demand Holder to be included in such offering as of the date
of delivery of the first Cutback Notice delivered to such Demand Holder in
connection with such offering), and (ii) second, the number, if any, of
Registrable Securities requested by Holders other than Demand Holders to be
included in such offering that, in the reasonable and good faith opinion of such
lead managing underwriter or the Demand Holders holding a Majority of the
Registrable Securities held by Demand Holders, as applicable, can be sold
without having an Adverse Offering Effect or adversely affecting the success of
the offering of all the Registrable Securities that each Demand Holder desires
to sell for its own account, with such Registrable Securities allocated among
such other Holders pro-rata on an as-converted, as-exercised basis based on the
as-converted, as-exercised number of Registrable Securities requested by each
such other Holder to be included in such offering as of the date of delivery of
the first Cutback Notice delivered to such other Holder in connection with such
offering).

          (i) If the Company wishes, or any holder of securities (other than a
Holder) has the right, to include shares of Common Stock or other securities in
any offering covered by a Registration Statement filed pursuant to this Section
4 or any Underwritten Offering under the Shelf Registration initiated by the
Holders in accordance with this Agreement, there shall be included in such
offering only that number of shares of Common Stock and other securities, if
any, that the lead managing underwriter (if such offering is an Underwritten
Offering) or the Demand Holders holding a Majority of the Registrable Securities
held by Demand Holders (if such offering is not an Underwritten Offering) shall
reasonably and in good faith believe will not adversely affect the offering
price, timing or distribution of all of the Registrable Securities that the
Holders desire to sell for their own account or otherwise have an Adverse
Offering Effect. In such event, the shares of Common Stock and other securities
to be included in such offering shall consist of (i) first, all of the
Registrable Securities that the Holders propose to sell, (ii) second, the
number, if any, of shares of Common Stock or other securities the Company
proposes to sell for its own account and the number of shares of Common Stock
that the Senior Common Stockholders propose to sell pursuant to the Common Stock
Registration Rights Agreement that, in the reasonable and good faith opinion of
such lead managing underwriter or the Demand Holders holding a Majority of the
Registrable Securities held by Demand Holders, as applicable, can be sold
without having an Adverse Offering Effect or adversely affecting the success of
the offering of all the Registrable Securities that each Holder desires to sell
for its own account, such number to be allocated among the Company and such
Senior Common Stockholders in accordance with the provisions of the Common Stock
Registration Rights Agreement, and (iii) third, the number, if any, of other
shares of Common Stock and other securities requested to be included in such

                                      -14-

<PAGE>

offering that, in the reasonable and good faith opinion of such lead managing
underwriter or the Demand Holders holding a Majority of the Registrable
Securities held by Demand Holders, as applicable, can be sold without having an
Adverse Offering Effect or adversely affecting the success of the offering of
all the Registrable Securities and other securities that each Holder or the
Company and the Senior Common Stockholders, as the case may be, desire to sell
for their own accounts, such other shares of Common Stock and other securities
to be allocated among the holders thereof who have requested that their shares
and other securities be so included in accordance with the provisions of their
registration rights agreements with the Company.

     5.   Piggy-Back Registration Rights.

          (a) If, during the Registration Rights Period, the Company shall
propose to file a Registration Statement under the Securities Act relating to
the public offering of (i) Common Stock (other than in connection with an
Excluded Registration) for the Company's own account or for the account of any
holder or holders of Common Stock (including, without limitation, any Holder)
pursuant to the exercise of demand registration rights or (ii) Preferred Shares
and Warrants that constitute Registrable Securities for the account of any
Holder pursuant to Section 4(a) or Section 4(b) (each such holder referred to in
the foregoing clauses (i) and (ii), an "Initiating Securityholder"), in each
case, on a registration form and in a manner that would permit the registration
of Registrable Securities for sale to the public under the Securities Act, the
Company shall (x) give written notice at least 15 Business Days prior to the
filing thereof to each Holder, specifying the approximate date on which the
Company proposes to file such Registration Statement and advising such Holder of
its right to have any or all of the Registrable Securities of such Holder
included among the securities to be covered thereby, and (y) at the written
request of any such Holder given to the Company within 15 Business Days after
written notice from the Company has been given to the Holder, include among the
securities covered by such Registration Statement the number of Registrable
Securities which such Holder (a "Requesting Holder") shall have requested be so
included (subject, however, to reduction, in the case of a registration pursuant
to Section 4(a), Section 4(b) or Section 4(c), in accordance with Section 4(h)
and Section 4(i) or to reduction, in the case of any such other registration
described in this Section 5(a), in accordance with Section 5(b)).

          (b) Each Holder wishing to include Registrable Securities pursuant to
Section 5(a) in any offering covered by a Registration Statement filed by the
Company, other than an offering covered by a Registration Statement filed
pursuant to Section 4(a) or Section 4(b) or an Underwritten Offering pursuant to
Section 4(c), shall have the right to include such Registrable Securities in any
such offering only to the extent that the

                                      -15-

<PAGE>

inclusion of such Registrable Securities shall not reduce the number of shares
of Common Stock or other securities to be offered and sold therein by the
Company, any Initiating Securityholder or any holder of shares of Common Stock
subject to registration rights under the Common Stock Registration Rights
Agreement that are requested to be included in such Registration Statement (each
such holder of shares of Common Stock under the Common Stock Registration Rights
Agreement, a "Senior Common Stockholder"). In connection with the inclusion of
Registrable Securities pursuant to Section 5(a) in any such offering, if the
lead managing underwriter in an Underwritten Offering delivers a Cutback Notice
to the Holders, then the Company shall include in such offering, in addition to
the securities the Company, any Initiating Securityholders or any Senior Common
Stockholder proposes to sell, only the Registrable Securities that, in the
reasonable and good faith opinion of such lead managing underwriter, can be
included without adversely affecting the offering of all of the securities that
the Company, any Initiating Securityholders or any Senior Common Stockholder
wishes to sell for its own account, such number of Registrable Securities to be
allocated on a pro rata basis among the Holders who have requested that their
Registrable Securities be so included based on the as-converted, as-exercised
number of Registrable Securities that each Holder thereof has requested to be so
included as of the date of delivery of the Cutback Notice to such Holder. No
other securities shall be included in such offering except to the extent that,
in the reasonable and good faith opinion of such lead managing underwriter, such
securities can be included without adversely affecting the offering of all of
the Registrable Securities that each of the Holders proposes to sell for its own
account in such offering.

     (c)  Nothing in this Section 5 shall create any liability on the part of
the Company to any Holder of Registrable Securities if for any reason the
Company shall decide not to file, or to delay the filing of, a Registration
Statement proposed to be filed under Section 5(a) or to withdraw such
Registration Statement subsequent to its filing, regardless of any action
whatsoever that a Holder may have taken, whether as a result of the issuance by
the Company of any notice hereunder or otherwise, provided, however, that the
Company shall not be relieved of its obligation hereunder to pay the
Registration Expenses in connection with any such filing or proposed filing.

     (d)  Any Holder participating in an Underwritten Offering by the Company
for its own account may, at its option, require that any or all of the
representations and warranties by, and the other agreements on the part of, the
Company to and for the benefit of the underwriters of such Underwritten Offering
shall also be made to and for the benefit of such Holder and that any or all of
the conditions precedent to the obligations of such underwriters under the
underwriting agreement for such Underwritten Offering shall also

                                      -16-

<PAGE>

be conditions precedent to the obligations of such Holder, in each case to the
extent that such agreements and conditions precedent shall reasonably be
applicable to selling stockholders in addition to such underwriters.

     6.   Selection of Underwriters. In connection with any Underwritten
Offering subject to registration rights hereunder, the Company shall have the
right to select a lead managing underwriter or underwriters to administer such
offering, which lead managing underwriter or underwriters shall be reasonably
satisfactory to the Holders holding a Majority of the Registrable Securities to
be included in such Registration Statement; provided, however, that the Holders
holding a Majority of the Registrable Securities to be included in such
Registration Statement shall have the right to select a co-managing underwriter
or underwriters for such offering, which co-managing underwriter or underwriters
shall be reasonably satisfactory to the Company.

     7.   Blackout Periods; Holdback.

               (a)  If the Company determines that the registration and
distribution of Registrable Securities (i) would materially impede, delay,
interfere with or otherwise adversely affect any pending financing, registration
of securities by the Company in a primary offering for its own account,
acquisition, corporate reorganization or other significant transaction involving
the Company or (ii) would require disclosure of non-public material information
that the Company has a bona fide business purpose for preserving as
confidential, as determined by the Company's Board of Directors in good faith,
the Company shall be entitled to defer the filing or effectiveness of a
Registration Statement, or to suspend the use of an effective Registration
Statement, for the shortest period of time reasonably required (each such
period, a "Blackout Period"); provided that the Company shall not be entitled to
obtain deferrals or suspensions under this Section 7(a) for more than an
aggregate of 90 days in any 12-month period or under clause (ii) of this Section
7(a) for more than 30 days on any one occasion, on more than two occasions in
any 12-month period or for more than an aggregate of 60 days in any 12-month
period. The Company shall notify each Holder of the expiration or earlier
termination of a Blackout Period and, as soon as reasonably practicable after
such expiration or termination, shall amend or supplement any effective
Registration Statement to the extent necessary to permit the Holders to resume
use thereof in connection with the offer and sale of their Registrable
Securities in accordance with applicable law.

               (b)  In the case of an Underwritten Offering of securities of the
Company, each Holder agrees, if requested by the lead managing underwriter of
such Underwritten Offering, that it shall not, and shall use

                                      -17-

<PAGE>

commercially reasonable efforts to ensure that its Affiliates do not, directly
or indirectly, sell, offer, pledge, contract to sell, sell any option or
contract to purchase, purchase any option or contract to sell, grant any option,
warrant or right to purchase, or otherwise dispose of or transfer, or enter into
any swap or other agreement or any arrangement that transfers, in whole or in
part, directly or indirectly, the economic consequence of ownership in, any
Registrable Securities or Similar Securities held by such Holder or such
Holder's Affiliates during the period beginning seven days before, and ending 90
days (or such shorter period as may be permitted by such lead managing
underwriter) after, the effective date of the Registration Statement filed in
connection with such registration, except for Registrable Securities included in
such registration; provided, however, that the foregoing shall not prohibit any
Holder at any time from distributing Registrable Securities to any of its
Affiliates, members, partners or other equity holders. If requested by such
managing underwriter, each Holder shall enter, and shall use commercially
reasonable best efforts to ensure that all Affiliates of such Holder holding
Registrable Securities or Similar Securities enter, into a lock-up agreement
with the applicable underwriters that is consistent with the agreement in the
preceding sentence.

     (c)  Notwithstanding any provision of Section 7(a) or 7(b) to the contrary,
the cumulative period of any Blackout Periods pursuant to Section 7(a) and of
any holdbacks pursuant to Section 7(b) shall not exceed, in the aggregate, 97
days in any 12-month period.

     (d)  In the case of any Underwritten Offering of Registrable Securities
initiated by a Holder pursuant to Section 4, the Company agrees, if requested by
the lead managing underwriter of such Underwritten Offering, not to effect (or
register for sale) any public sale or distribution of any securities which are
Similar Securities for the Company's own account during the period beginning
seven days before, and ending 90 days (or such lesser period as may be permitted
by such lead managing underwriter) after, the effective date of the Registration
Statement filed in connection with such registration, except for securities of
the Company to be offered for the Company's account in such Underwritten
Offering. Notwithstanding the foregoing, the Company may effect a public sale or
distribution of Common Stock and other securities which are Similar Securities
for the Company's own account during the period described above (A) pursuant to
registrations on Forms S-4 or S-8 or any successor registration forms or (B) as
part of any registration of securities for offering and sale to employees,
directors or consultants of the Company pursuant to any stock plan or other
benefit plan arrangement. The Company agrees to use commercially reasonable best
efforts to obtain from each director or executive officer of the Company who
holds Similar Securities an agreement not to effect any public sale or
distribution of such Similar Securities (other than any sale under Rule 144)

                                      -18-

<PAGE>

for the account of such director or executive officer during any period referred
to in this Section 7(d), except as part of any Underwritten Offering
contemplated in this Section 7(d).

     (e)  Notwithstanding any provision of Section 7(d) to the contrary, the
Company shall not be required to comply with the provisions of Section 7(d) in
connection with more than one Underwritten Offering of Registrable Securities
under the Shelf Registration Statement in any 12-month period; provided,
however, that the limitations in this Section 7(e) shall not apply to any
Underwritten Offering pursuant to a request that is treated as the exercise of a
demand registration under Section 4(a) or Section 4(b).

     8.   Registration Procedures. In connection with the registration
obligations of the Company under Sections 3, 4 and 5, the Company shall:

          (a)  prepare and file with the SEC a Registration Statement with
respect to such Registrable Securities on any registration form adopted by the
SEC for which the Company then qualifies or which counsel for the Company shall
deem appropriate, and which form shall be available for the sale of the
Registrable Securities in accordance with the intended methods of distribution
thereof, and use reasonable best efforts to cause such Registration Statement to
become and remain effective;

          (b)  prepare and file with the SEC amendments and post-effective
amendments to such Registration Statement and such amendments and supplements to
the Prospectus used in connection therewith as may be necessary to maintain the
effectiveness of such registration or as may be required by the rules,
regulations or instructions applicable to the registration form utilized by the
Company or by the Securities Act or rules and regulations thereunder necessary
to keep such Registration Statement effective until the earlier of (i) the date
on which the Registrable Securities covered by such Registration Statement cease
to be Registrable Securities or have been sold or withdrawn and (ii) (x) in the
case of the Shelf Registration, until the third anniversary of the date of
initial effectiveness of the Shelf Registration Statement, plus any Suspension
Periods (which shall be added to such three-year period), or (y) in the case of
a Registration Statement filed pursuant to Section 4 which does not contemplate
an Underwritten Offering, for at least 120 days or (z) in the case of a
Registration Statement filed pursuant to Section 4 which contemplates an
Underwritten Offering, for at least 120 days plus such longer period (not to
exceed 90 days after the 120th day) as, in the opinion of counsel for the
underwriter or underwriters of such Underwritten Offering, is required by law
for the delivery of a Prospectus in connection with the sale of Registrable
Securities by an underwriter or dealer, and cause the Prospectus as so amended
and supplemented to be filed pursuant to Rule 424 under the Securities Act, and
otherwise use reasonable

                                      -19-

<PAGE>

best efforts to comply with the provisions of the Securities Act with respect to
the disposition of all securities covered by such Registration Statement until
such time as is specified in clause (i) or (ii) above, as the case may be;

     (c)  furnish to each Holder of such Registrable Securities such number of
copies of such Registration Statement and of each amendment and post-effective
amendment thereto, any Prospectus or Prospectus supplement and such other
documents as such Holder may reasonably request in order to facilitate the
disposition of the Registrable Securities by such Holder (the Company hereby
consenting to the use (subject to the limitations set forth in Section 9(b)) of
the Prospectus or any amendment or supplement thereto in connection with such
disposition);

     (d)  use reasonable best efforts to register or qualify such Registrable
Securities covered by such Registration Statement under such other securities or
blue sky laws of such jurisdictions as each Holder shall reasonably request, and
to do any and all other acts and things which may be reasonably necessary to
enable such Holder to consummate the disposition in such jurisdictions of the
Registrable Securities owned by such Holder, except that the Company shall not
be required for any such purpose to qualify generally to do business as a
foreign corporation in any jurisdiction where, but for the requirements of this
Section 8(d), it would not be obligated to be so qualified, to subject itself to
taxation in any such jurisdiction, or to consent to general service of process
in any such jurisdiction;

     (e)  promptly notify each Holder of any such Registrable Securities covered
by such Registration Statement, at any time when a Prospectus relating thereto
is required to be delivered under the Securities Act within the applicable
period referred to in Section 8(b), that the Company has become aware that the
Prospectus included in such Registration Statement, as then in effect, includes
an untrue statement of material fact or omits to state a material fact required
to be stated therein or necessary to make the statements therein not misleading
in the light of the circumstances then existing (the period during which the
Holders are required in such case pursuant to Section 9(b) to refrain from
effecting public sales or distributions of Registrable Securities referred to
herein as a "Section 8(e) Period"), and prepare and furnish to such Holder, as
soon as reasonably practicable, without charge to such Holder, a reasonable
number of copies of an amendment to such Registration Statement or supplement to
such related Prospectus as may be necessary so that, as thereafter delivered to
the purchasers of such Registrable Securities, such Prospectus shall not include
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
in the light of the circumstances then existing;

                                      -20-

<PAGE>

          (f)  promptly notify each Holder of Registrable Securities covered by
such Registration Statement at any time,

               (i)    when the Prospectus or any Prospectus supplement or
     post-effective amendment has been filed and, with respect to the
     Registration Statement or any post-effective amendment, when the
     Registration Statement or such post-effective amendment has become
     effective;

               (ii)   of the issuance by the SEC of any stop order of which the
     Company is aware suspending the effectiveness of the Registration Statement
     or any order preventing the use of a related Prospectus, or the initiation
     of any proceedings for such purposes; and

               (iii)  of the receipt of the Company of any written notification
     of the suspension of the qualification of any of the Registrable Securities
     for sale in any jurisdiction or the initiation of any proceeding for such
     purpose;

          (g)  make available to its stockholders, as soon as reasonably
practicable, an earnings statement which shall satisfy the provisions of Section
11(a) of the Securities Act, provided that the Company shall be deemed to have
complied with this Section 8(g) if it has complied with Rule 158 under the
Securities Act;

          (h)  if the registration involves an Underwritten Offering, enter into
a customary underwriting agreement and in connection therewith:

               (i)    make such representations and warranties to the
     underwriters in form, substance and scope as are customarily made by
     issuers to underwriters in comparable Underwritten Offerings;

               (ii)   use reasonable best efforts to obtain opinions of counsel
     to the Company (in form, scope and substance reasonably satisfactory to the
     managing underwriters), addressed to the underwriters, and covering the
     matters customarily covered in opinions requested in comparable
     Underwritten Offerings;

               (iii)  use reasonable best efforts to obtain "cold comfort"
     letters and bring-downs thereof from the Company's independent certified
     public accountants addressed to the underwriters, such letters to be in
     customary form and covering matters of the type customarily covered in
     "cold comfort" letters by independent accountants in connection with
     Underwritten Offerings; and

                                      -21-

<PAGE>

               (iv)   deliver such documents and certificates as may be
     reasonably requested by the managing underwriters to evidence compliance
     with any customary conditions contained in the underwriting agreement;

          (i)  cooperate with the Holders of Registrable Securities covered by
such Registration Statement and the managing underwriter or underwriters or
agents, if any, to facilitate the timely preparation and delivery of
certificates (not bearing any restrictive legends) representing the securities
to be sold under such Registration Statement, and enable such securities to be
in such denominations and registered in such names as the managing underwriter
or underwriters or agents, if any, or such Holders may request;

          (j)  if reasonably requested by the managing underwriter or
underwriters or a Holder of Registrable Securities being sold in connection with
an Underwritten Offering, incorporate in a Prospectus supplement or
post-effective amendment to the Registration Statement such information as the
managing underwriters and the Holders of a Majority of the Registrable
Securities being sold agree should be included therein relating to the plan of
distribution with respect to such Registrable Securities, including, without
limitation, information with respect to the principal amount of Registrable
Securities being sold to such underwriters, the purchase price being paid
therefor by such underwriters and any other terms of the Underwritten Offering
of the Registrable Securities to be sold in such offering and make all required
filings of such Prospectus supplement or post-effective amendment upon being
notified of the matters to be incorporated in such Prospectus supplement or
post-effective amendment;

          (k)  in the event of the issuance of any stop order of which the
Company is aware suspending the effectiveness of the Registration Statement, or
of any order suspending or preventing the use of any related Prospectus or
suspending the qualification of any Registrable Securities included in the
Registration Statement for sale in any jurisdiction, use reasonable best efforts
to obtain at the earliest practicable time the withdrawal of such stop order or
other order (the period between the issuance and withdrawal of any stop order or
other order referred to herein as a "Section 8(k) Period");

          (l)  use reasonable best efforts to cause all Conversion Shares,
Warrant Shares and Commitment Fee Shares covered by such Registration Statement
to be listed on any securities exchange or automated quotation system on which
the Common Stock is then listed, if such Conversion Shares, Warrant Shares and
Commitment Fee Shares are not

                                      -22-

<PAGE>

already so listed and if such listing is then permitted under the rules of such
securities exchange or automated quotation system;

          (m)  in the case of an Underwritten Offering, cause the senior
executive officers of the Company to participate in the customary "road show"
presentations that may be reasonably requested by the lead managing underwriter
in any such Underwritten Offering and otherwise to cooperate with and
participate in customary selling efforts related thereto;

          (n)  upon the request of any holder, promptly amend any Shelf
Registration Statement or take such other action as may be necessary to
de-register, remove or withdraw all or a portion of the Holder's Registrable
Securities from a Shelf Registration Statement, as requested by such Holder;

          (o)  not later than the effective date of the applicable Registration
Statement, provide a CUSIP number for all Registrable Securities and, unless
such Registrable Securities shall be registered in book-entry form, provide the
applicable transfer agent and registrar for such Registrable Securities with
printed certificates for the Registrable Securities which certificates shall be
in a form eligible for deposit with The Depository Trust Company;

          (p)  provide and cause to be maintained a transfer agent and registrar
for all Registrable Securities covered by the applicable Registration Statement
from and after a date not later than the effective date of such Registration
Statement;

          (q)  make available upon reasonable notice at reasonable times and for
reasonable periods for inspection by one representative appointed by the Holders
of a Majority of the Registrable Securities covered by the applicable
Registration Statement, by any managing underwriter or underwriters
participating in any Underwritten Offering to be effected pursuant to such
Registration Statement, and by any attorney, accountant or other agent retained
by such Holders or any such managing underwriter, all pertinent financial and
other records, pertinent corporate documents and properties of the Company, and
cause all of the Company's officers, directors and employees and the independent
public accountants who have certified its financial statements to make
themselves available during normal business hours to discuss the business of the
Company and to supply all information reasonably requested by any such Holders
or managing underwriter or agent thereof in connection with such Registration
Statement as shall be necessary to enable such persons to exercise their due
diligence responsibility (subject to the entry by each person referred to in
this Section 8(q) into customary confidentiality agreements in a form reasonably
acceptable to the Company);

                                      -23-

<PAGE>

          (r)  if requested in writing by Holders holding a Majority of the
Registrable Securities included in such Registration Statement, prepare and file
with the SEC amendments and post-effective amendments to such Registration
Statement and amendments and supplements to the Prospectus used in connection
with such Registration Statement as shall be necessary to enable any transferee
of Registrable Securities included in such Registration Statement who becomes a
Holder under this Agreement to resell such Holder's Registrable Securities
pursuant to such Registration Statement, to the extent that such amendments,
post-effective amendments and supplements shall be required for such
transferee-Holders to be named as selling stockholders in such Registration
Statement and Prospectus; and

          (s)  use reasonable best efforts to take all other steps necessary to
effect the registration of the Registrable Securities contemplated hereby.

     9.   Agreements of Holders.

          (a)  As a condition to the Company's obligation under this Agreement
to cause Registrable Securities of any Holder to be included in a Registration
Statement, such Holder shall timely provide the Company with all of the
information required to be provided in the Registration Statement with respect
to such Holder pursuant to Items 507 and 508 of Regulation S-K under the
Securities Act or as otherwise may reasonably be required by the Company in
connection with the Registration Statement.

          (b)  Each Holder shall comply with the prospectus delivery
requirements of the Securities Act in connection with the offer and sale of
Registrable Securities made by such Holder pursuant to any Registration
Statement. Upon receipt of any notice from the Company of the happening of any
event of the kind described in Section 8(e) or Section 8(k), each Holder of
Registrable Securities shall forthwith discontinue the disposition of
Registrable Securities pursuant to the Prospectus or Registration Statement
covering such Registrable Securities until such Holder's receipt of the copies
of the supplemented or amended Prospectus contemplated by Section 8(e) or the
withdrawal of any stop order or other order referred to in Section 8(k), and, if
so directed by the Company, shall deliver to the Company all copies, other than
permanent file copies then in such Holder's possession, of the Prospectus
covering such Registrable Securities at the time of receipt of such notice.

          (c)  Each Holder shall effect all sales and distributions of such
Holder's Registrable Securities made pursuant to the Shelf Registration
Statement in a manner consistent with the terms of the Plan of Distribution.

                                      -24-

<PAGE>

          (d)  To the extent required by the Securities Act or rules or
regulations thereunder, as reasonably determined by the Company, a Holder shall
consent to disclosure in any Registration Statement to the effect that such
Holder is or may be deemed to be an underwriter for purposes of the Securities
Act in connection with the offering of Registrable Securities of such Holder
included in such Registration Statement.

          (e)  Each Holder shall comply, and shall use commercially reasonable
efforts to cause its Affiliates to comply, with Regulation M under the Exchange
Act in connection with the offer and sale of Registrable Securities made by such
Holder pursuant to any Registration Statement. Each Holder shall provide the
Company with such information about such Holder's offer and sale of Registrable
Securities pursuant to any Registration Statement as the Company shall
reasonably require to enable the Company and its Affiliates to comply with
Regulation M under the Exchange Act in connection with any such offer and sale.

     10.  Registration Expenses. The Company shall pay all Registration Expenses
in connection with all registrations pursuant to this Agreement to the extent
provided herein. In connection with all such registrations, each Holder shall
pay all underwriting- discounts and fees, brokerage and sales commissions, and
transfer and documentary stamp taxes, if any, relating to the sale or
disposition of such Holder's Registrable Securities pursuant to the Registration
Statement, and, except as provided in clause (vii) of the definition of
Registration Expenses, all fees and expenses of counsel to such Holder.

     11.  Indemnification; Contribution.

          (a)  The Company shall indemnify and hold harmless, to the fullest
extent permitted by law, each Holder in any offering or sale of Registrable
Securities, each Person, if any, who participates as an underwriter in any
offering and sale of Registrable Securities, and each Person, if any, who
controls such Holder or such underwriter within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act and their respective directors,
trustees, officers, partners, agents, employees and affiliates against all
losses, claims, damages, liabilities and expenses (including reasonable
attorneys' fees, disbursements and expenses, as incurred, and any amounts paid
in any settlement effected with the Company's consent, which consent shall not
be unreasonably withheld or delayed) (collectively, "Losses") incurred by such
party pursuant to any actual or threatened action, suit, proceeding or
investigation arising out of or based upon: (i) any untrue or alleged untrue
statement of a material fact contained in, or any omission or alleged omission
of a material fact required to be stated in, the Registration Statement,
Prospectus or preliminary Prospectus or any

                                      -25-

<PAGE>

amendment or supplement to any of the foregoing or necessary to make the
statements therein (in the case of a Prospectus or a preliminary Prospectus, in
the light of the circumstances then existing) not misleading, except in each
case insofar as such statements or omissions arise out of or are based upon (A)
any such untrue statement or alleged untrue statement or omission or alleged
omission made in reliance on and in conformity with information with respect to
such Holder furnished in writing to the Company by such Holder or its counsel
expressly for use therein, (B) the use of any Prospectus after such time as the
obligation of the Company to keep effective the Registration Statement of which
such Prospectus forms a part has expired or (C) the use of any Prospectus after
such time as the Company has advised the Holders that the filing of an amendment
or supplement thereto is required, except such Prospectus as so amended or
supplemented; or (ii) any violation by the Company of any other federal or state
securities laws or regulations applicable to the Company and relating to action
required of or inaction by the Company in connection with any such registration.
Notwithstanding the foregoing provisions of this Section 11(a), the Company
shall not be liable to any such Holder or underwriter or to any other
indemnified party under the indemnity agreement in this Section 11(a) for any
Losses that arise out of or are based upon an untrue statement or alleged untrue
statement or omission or alleged omission made in any Prospectus if either (i)
(A) such Holder or underwriter failed to send or deliver a copy of the
Prospectus with or prior to the delivery of written confirmation of the sale of
Registrable Securities by such Holder or underwriter to the Person asserting the
claim from which such Losses arise and (B) the Prospectus would have corrected
such untrue statement or alleged untrue statement or such omission or alleged
omission, or (ii) (x) such untrue statement or alleged untrue statement or
omission or alleged omission is corrected in an amendment or supplement to the
Prospectus and (y) having previously been furnished by or on behalf of the
Company with copies of the Prospectus as so amended or supplemented as required
hereunder, such Holder or underwriter thereafter fails to deliver such
Prospectus, as so amended or supplemented, with or prior to the delivery of
written confirmation of the sale of Registrable Securities by such Holder or
underwriter to the Person asserting the claim from which such Losses arise. Such
rights to indemnity and reimbursement of expenses shall survive the transfer of
the Registrable Securities by such indemnified party.

          (b)  In connection with any Registration Statement filed pursuant
hereto, each Holder of Registrable Securities to be covered thereby shall,
severally and not jointly with any other Holders, indemnify and hold harmless,
to the fullest extent permitted by law, the Company, each Person, if any, who
participates as an underwriter in any offering and sale of Registrable
Securities and each Person, if any, who controls the Company or such underwriter
within the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act, and their respective directors, trustees,

                                      -26-

<PAGE>

officers, partners, agents, employees and affiliates, against all Losses
incurred by such party pursuant to any actual action, suit, proceeding or
investigation arising out of or based upon any untrue or alleged untrue
statement of a material fact contained in, or any omission or alleged omission
of a material fact required to be stated in, the Registration Statement,
Prospectus or preliminary Prospectus or any amendment or supplement to any of
the foregoing or necessary to make the statements therein (in case of a
Prospectus or preliminary Prospectus, in the light of the circumstances then
existing) not misleading, but only to the extent that any such untrue statement
or omission is made in reliance on and in conformity with information with
respect to such Holder furnished in writing to the Company by such Holder or its
counsel specifically for use therein; provided, however, that no Holder shall be
required to indemnify the Company or any other indemnified party under this
Section 11(b) with respect to any amount in excess of the amount of the total
net proceeds received by such Holder from sales of the Registrable Securities of
such Holder under such Registration Statement.

          (c)  Any Person entitled to indemnification hereunder agrees to give
prompt written notice to the indemnifying party after the receipt by such
indemnified party of any written notice of the commencement of any action, suit,
proceeding or investigation or threat thereof made in writing for which such
indemnified party may claim indemnification or contribution pursuant to this
Agreement, provided that failure to give such notification shall not affect the
obligations of the indemnifying party pursuant to this Section 11 except to the
extent the indemnifying party shall have been actually and materially prejudiced
as a result of such failure. In case any such action shall be brought against
any indemnified party and it shall notify the indemnifying party of the
commencement thereof, the indemnifying party shall be entitled to participate
therein and, to the extent that it shall wish, jointly with any other
indemnifying party similarly notified, to assume the defense thereof, with
counsel reasonably satisfactory to such indemnified party, and after notice from
the indemnifying party to such indemnified party of its election so to assume
the defense thereof, the indemnifying party shall not be liable to such
indemnified party for any legal expenses of other counsel or any other expenses,
in each case subsequently incurred by such indemnified party, in connection with
the defense thereof other than reasonable costs of investigation, unless in the
reasonable judgment of any indemnified party, based on the written opinion of
counsel, a conflict of interest is likely to exist between the indemnifying
party and such indemnified party and any other of such indemnified parties with
respect to such claim, in which event the indemnifying party shall not be liable
for the fees and expenses of (i) more than one counsel for all Holders of
Registrable Securities who are indemnified parties, selected by the Holders of a
Majority of the Registrable Securities who are indemnified parties (which
selection

                                      -27-

<PAGE>

shall be reasonably satisfactory to the Company), (ii) more than one counsel for
the underwriters in an Underwritten Offering or (iii) more than one counsel for
the Company, in each case in connection with any one action or separate but
similar or related actions. 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 in the reasonable judgment
of any indemnified party, based on the written opinion of counsel, a conflict of
interest is likely to exist between an indemnified party and any other of such
indemnified parties with respect to such claim, in which event the indemnifying
party shall be obligated to pay the fees and expenses of such additional
counsel, provided that the indemnifying party shall not be liable for the fees
and expenses of (i) more than one counsel for all Holders of Registrable
Securities who are indemnified parties, selected by the Holders of a Majority of
the Registrable Securities who are indemnified parties (which selection shall be
reasonably satisfactory to the Company), (ii) more than one counsel for the
underwriters in an Underwritten Offering or (iii) more than one counsel for the
Company, in each case in connection with any one action or separate but similar
or related actions. No indemnifying party, in defense of any such action, suit,
proceeding or investigation, shall, except with the consent of each indemnified
party, consent to the entry of any judgment or entry 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 action, suit, proceeding or investigation to the extent such liability
is covered by the indemnity obligations set forth in this Section 11. No
indemnified party shall consent to entry of any judgment or entry into any
settlement without the consent of each indemnifying party.

          (d)  If the indemnification from the indemnifying party provided for
in this Section 11 is unavailable to an indemnified party hereunder in respect
to any Losses, then the indemnifying party, in lieu of indemnifying such
indemnified party, shall contribute to the amount paid or payable by such
indemnified party as a result of such Losses in such proportion as is
appropriate to reflect the relative fault of the indemnifying party and
indemnified party in connection with the actions which resulted in such Losses,
as well as any other relevant equitable considerations; provided, however, that
no Holder shall be required to contribute any amount in excess of the amount of
the total net proceeds received by such Holder from sales of the Registrable
Securities of the Holder under the applicable Registration Statement. The
relative fault of such indemnifying party and indemnified party shall be
determined by reference to, among other things, whether any action in question,
including any untrue statement or alleged untrue statement of a material fact or
omission or alleged omission to state a material fact, has been made by, or
relates to information supplied by, such

                                      -28-

<PAGE>

indemnifying party or indemnified party, and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
action. The amount paid or payable by a party as a result of the Losses referred
to above shall be deemed to include, subject to the limitations set forth in
Section 11(c), any legal or other fees and expenses reasonably incurred by such
indemnified party in connection with any investigation or proceeding. 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. The parties agree that it would
not be just and equitable if contribution pursuant to this Section 11(d) were
determined by pro rata allocation or by any other method of allocation that does
not take into account the consideration referred to in this Section 11(d). If
indemnification is available under this Section 11, the indemnifying parties
shall indemnify each indemnified party to the full extent provided in Section
11(a) or 11(b), as the case may be, without regard to the relative fault of such
indemnifying parties or indemnified party or any other equitable consideration
provided for in this Section 11(d).

          (e)  The provisions of this Section 11 shall be in addition to any
liability which any indemnifying party may have to any indemnified party and
shall survive the termination of this Agreement.

          (f)  The indemnification and contribution required by this Section 11
shall be made by periodic payments of the amount thereof during the course of
any action, suit, proceeding or investigation, as and when invoices are received
or Losses are incurred.

     12.  Participation in Underwritten Offerings. No Holder of Registrable
Securities may participate in any Underwritten Offering pursuant to this
Agreement unless such Holder (i) agrees to sell such Holder's Registrable
Securities on the basis provided in any underwriting arrangements approved by
the Company, which approval shall not be unreasonably withheld or delayed, and
(ii) completes and executes all questionnaires, powers of attorney, custody
agreements, indemnities, underwriting agreements and other documents reasonably
required under the terms of such underwriting arrangements.

     13.  Reports Under the Exchange Act.  For so long as any Registrable
Securities remain outstanding, the Company shall use best efforts to file with
the SEC in a timely manner all reports required to be filed by the Company
pursuant to Section 13 or 15(d) of the Exchange Act and shall furnish to any
Holder, upon request by such Holder, a written statement by the Company as to
whether it has complied with the current public information requirements of Rule
144(c) under the Securities Act.

                                      -29-

<PAGE>

     14.  No Inconsistent Agreements. The Company is not currently a party to,
and after the date hereof shall not enter into, any agreement which is
inconsistent with the rights granted to the Holders of Registrable Securities by
this Agreement. The Holders agree for purposes of this Section 14 that the
Common Stock Registration Rights Agreement, if executed in substantially the
form of the draft of such agreement attached hereto as Exhibit B, shall not be
inconsistent with the rights of the Holders hereunder.

     15.  Assignment of Registration Rights. The right to cause the Company to
register Registrable Securities pursuant to this Agreement may be assigned (but
only with all related obligations hereunder) by any Holder in connection with a
transfer of such Registrable Securities to any transferee who, after such
transfer, holds at least 5% of the then-outstanding Registrable Securities
(calculated on an as-converted, as exercised basis as set forth in the
definition of Majority of the Registrable Securities); provided that, as a
condition to the effectiveness of such assignment, such transferee shall be
required to execute a counterpart of this Agreement. Upon such transferee's
execution of such counterpart, such transferee shall be deemed to be a Holder
for all purposes of this Agreement and shall be entitled to the benefits of, and
shall be subject to the restrictions contained in, this Agreement as a Holder
hereunder to the same extent as if such transferee had originally been included
in the definition of a Holder and had originally been a party hereto.

     16.  Binding Effect; Benefit. This Agreement shall inure to the benefit of
and be binding upon the parties hereto, any Holder and any successor, permitted
assign, heir and legal representative thereof; provided, however, that, except
as provided in Section 14, this Agreement and the provisions of this Agreement
that are for the benefit of the Holders shall not be assignable by any Holder,
and any such purported assignment shall be null and void. Except to the extent
provided in Section 11, nothing in this Agreement, expressed or implied, is
intended to confer upon any Person other than the Company, the Holders and their
respective successors, permitted assigns, heirs and legal representatives any
rights, remedies, obligations or liabilities under or by reason of this
Agreement. No purchaser of Common Stock from a Holder shall be deemed to be a
successor or assignee of such Holder merely by reason of such purchase.

     17.  Amendments and Waivers. The provisions of this Agreement, including
the provisions of this sentence, may not be amended, modified or supplemented,
and waivers or consents to departures from the provisions hereof (each such
amendment, modification, supplement, waiver or consent, an "Amendment") may not
be given, unless the Company has obtained the written consent thereto of Holders
of a Majority of the Registrable Securities; provided that if any Amendment
would materially and adversely affect any

                                      -30-

<PAGE>

Holder disproportionately relative to any other Holder or Holders, then such
Amendment shall also require the written consent of Holders holding a Majority
of the Registrable Securities held by all Holders so disproportionately
affected. Notwithstanding the foregoing, an Amendment with respect to a matter
that relates exclusively to the rights of Holders of Registrable Securities
whose securities are being included in a Registration Statement and that does
not directly or indirectly affect the rights of other Holders of Registrable
Securities shall be effective if consented to by Holders of at least a Majority
of the Registrable Securities being included in such Registration Statement;
provided that the provisions of this sentence may not be amended, modified or
supplemented, nor may waivers or departures from the provisions thereof be
given, except in accordance with the provisions of the immediately preceding
sentence. Each Holder of Registrable Securities outstanding at the time of any
such Amendment thereafter shall be bound by any such Amendment effected pursuant
to this Section 17, whether or not any notice, writing or marking indicating
such Amendment appears on the Registrable Securities or is delivered to such
Holder.

     18.  Notices; Designated Representative. All notices, demands, requests,
consents or other communications to be given or delivered under or by reason of
the provisions of this Agreement shall be in writing and shall be deemed to have
been given when (i) delivered personally to the recipient, (ii) sent by
confirmed facsimile or confirmed electronic mail transmission before 5:00 p.m.
New York City time on a Business Day, and otherwise on the next Business Day, or
(iii) one Business Day after being sent to the recipient by reputable overnight
courier service (charges prepaid). Such notices, demands, requests, consents and
other communications shall be sent (i) if to the Company, to ITC/\DeltaCom,
Inc., 1791 O.G. Skinner Drive, West Point, Georgia 31833, Attention: General
Counsel, telecopy no.: (256) 382-3936, or to such other address as the Company
shall designate in writing to the Holders from time to time, and (ii) if to any
Holder, to such Holder at the address of such Holder set forth on the signature
pages hereto, or to such other address of any Holder as such Holder shall
designate in writing to the Company from time to time. The designated
representative of the Company shall initially be its General Counsel or such
other person as the Company shall designate in writing to the Holders from time
to time.

     19.  Headings. The headings contained in this Agreement are for convenience
only and shall not affect the meaning or interpretation of this Agreement.

     20.  Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original and all of which
together shall be deemed to be one and the same instrument.

                                      -31-

<PAGE>

     21.  Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ITS
PRINCIPLES OR RULES OF CONFLICT OF LAWS TO THE EXTENT SUCH PRINCIPLES OR RULES
WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.
EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY CONSENTS TO
SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND
THE UNITED STATES OF AMERICA LOCATED IN THE COUNTY OF NEW YORK FOR ANY ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE TRANSACTIONS
CONTEMPLATED HEREBY (AND AGREES NOT TO COMMENCE ANY ACTION OR PROCEEDING
RELATING THERETO EXCEPT IN SUCH COURTS), AND FURTHER AGREES THAT SERVICE OF ANY
PROCESS, SUMMONS, NOTICE OR DOCUMENT BY U.S. REGISTERED MAIL TO ITS RESPECTIVE
ADDRESS SET FORTH IN SECTION 18 SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY
ACTION OR PROCEEDING BROUGHT AGAINST IT IN ANY SUCH COURT. EACH OF THE PARTIES
HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY OBJECTION TO THE LAYING
OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY IN THE COURTS OF THE STATE OF NEW YORK OR THE
UNITED STATES OF AMERICA LOCATED IN THE COUNTY OF NEW YORK, AND HEREBY FURTHER
IRREVOCABLY AND UNCONDITIONALLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY
SUCH COURT THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN
BROUGHT IN AN INCONVENIENT FORUM.

     22.  Termination. This Agreement shall terminate with respect to any Holder
upon the earlier to occur of (i) the expiration of the Registration Rights
Period or (ii) the date on which such Holder no longer holds any Registrable
Securities, except for any liabilities or obligations under Sections 10 and 11,
which shall remain in effect in accordance with their terms. No termination of
any provision of this Agreement shall relieve any party of any liability for any
breach of such provision occurring prior to such termination.

     23.  Entire Agreement. This Agreement is intended by the parties to be a
complete and exclusive statement of the agreement and understanding of the
parties hereto in respect of the subject matter contained herein and the
registration rights granted by the Company with respect to the Registrable
Securities. Except as provided in the Plan, the Purchase Agreements and in the
instruments authorizing or evidencing the Preferred Shares and the Warrants,
there are no restrictions, promises, warranties or undertakings, other than
those set forth or referred to herein, with respect to the registration rights
granted by the Company with respect to the Registrable Securities. This
Agreement supersedes all prior agreements and

                                      -32-

<PAGE>

undertakings among the parties with respect to such registration rights. No
party hereto shall have any rights, duties or obligations other than those
specifically set forth in this Agreement.

     24.  Specific Performance. Without limiting the rights of each party hereto
to pursue all other legal and equitable rights available to such party for any
other parties' failure to perform their obligations under this Agreement, the
parties hereto acknowledge and agree that the remedy at law for any failure to
perform their obligations hereunder would be inadequate and that each of them,
respectively, to the extent permitted by applicable law, shall be entitled to
specific performance, injunctive relief or other equitable remedies in the event
of any such failure, without bond or other security being required.

     25.  Severability. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstances, is held
invalid, illegal or unenforceable in any respect for any reason, the parties
shall negotiate in good faith with a view to the substitution therefor of a
suitable and equitable solution in order to carry out, so far as may be valid
and enforceable, the intent and purpose of such invalid provision, provided,
however, that the validity, legality and enforceability of any such provision in
every other respect and of the remaining provisions contained herein shall not
be in any way impaired thereby, it being intended that all of the rights and
privileges of the parties hereto shall be enforceable to the fullest extent
permitted by law.

                            [Signature pages follow]

                                      -33-

<PAGE>

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
set forth in the first paragraph hereof.

                                             COMPANY:

                                             ITC/\DELTACOM, INC.

                                             By:   /s/
                                                 -------------------------------
                                             Name:______________________________

                                             Title:_____________________________


                                             HOLDERS:

                                             SCANA COMMUNICATIONS HOLDINGS, INC.

                                             By:   /s/
                                                 -------------------------------
                                             Name:______________________________

                                             Title:_____________________________


                                             Address for Notices:

                                             ___________________________________

                                             ___________________________________

                                             ___________________________________

                                             ___________________________________


                                                   /s/
                                             -----------------------------------
                                             Campbell B.Lanier,III


                                             Address for Notices:

                                             ___________________________________

                                             ___________________________________

                                             ___________________________________

                                             ___________________________________



Signature Page to Series A Preferred Stock
Registration Rights Agreement

<PAGE>

                                             BRINDLEE CAPITAL LLC

                                             By: /s/
                                                 -------------------------------
                                             Name:______________________________

                                             Title:_____________________________


                                             Address for Notices:

                                             ___________________________________

                                             ___________________________________

                                             ___________________________________

                                             ___________________________________


                                             BROWN INVESTMENT
                                              PARTNERS, L.P.


                                             By: /s/
                                                 -------------------------------
                                             Name:______________________________

                                             Title:_____________________________


                                             Address for Notices:

                                             ___________________________________

                                             ___________________________________

                                             ___________________________________

                                             ___________________________________


                                             THE BURTON PARTNERSHIP,
                                              LIMITED PARTNERSHIP


                                             By: /s/
                                                 -------------------------------
                                             Name:______________________________

                                             Title:_____________________________


                                             Address for Notices:

                                             ___________________________________

                                             ___________________________________

                                             ___________________________________

                                             ___________________________________


Signature Page to Series A Preferred Stock
Registration Rights Agreement

<PAGE>

                                             THE BURTON PARTNERSHIP
                                               (QP), L.P.

                                              By:    /s/
                                                  -----------------------------
                                              Name:_____________________________
                                              Title: ___________________________


                                              Address for Notices:
                                              __________________________________
                                              __________________________________
                                              __________________________________
                                              __________________________________

                                                     /s/
                                              ----------------------------------
                                              Ellen L. Collins

                                              Address for Notices:
                                              __________________________________
                                              __________________________________
                                              __________________________________
                                              __________________________________

                                                     /s/
                                              ----------------------------------
                                              Henry E. Crosby, Jr.

                                              Address for Notices:
                                              __________________________________
                                              __________________________________
                                              __________________________________
                                              __________________________________

                                              CT COMMUNICATIONS
                                               NORTHEAST, INC.

                                              By:    /s/
                                                   -----------------------------
                                              Name: ____________________________
                                              Title: ___________________________


                                              Address for Notices:
                                              __________________________________
                                              __________________________________
                                              __________________________________
                                              __________________________________

Signature Page to Series A Preferred Stock
Registration Rights Agreement

<PAGE>

                                                        /s/
                                                  ------------------------------
                                                  Kelly M. Hawk

                                                  Address for Notices:
                                                  ______________________________
                                                  ______________________________
                                                  ______________________________
                                                  ______________________________


                                                        /s/
                                                  ------------------------------
                                                  Carroll Lanier Hodges

                                                  Address for Notices:
                                                  ______________________________
                                                  ______________________________
                                                  ______________________________
                                                  ______________________________



                                                  CAMPBELL B, LANIER, III
                                                    CHARITABLE REMAINDER TRUST

                                                  By:   /s/
                                                      --------------------------
                                                  Name:_________________________
                                                  Title: _______________________


                                                  Address for Notices:
                                                  ______________________________
                                                  ______________________________
                                                  ______________________________
                                                  ______________________________

Signature Page to Series A Preferred Stock
Registration Rights Agreement

<PAGE>

                                                          /s/
                                                   -----------------------------
                                                   Campbell B. Lanier, IV

                                                   Address for Notices:

                                                   _____________________________
                                                   _____________________________
                                                   _____________________________
                                                   _____________________________


                                                   1997 TRUST FBO CAMPBELL B.
                                                    LANIER, IV

                                                   By:    /s/
                                                       -------------------------
                                                   Name:________________________
                                                   Title:_______________________


                                                   Address for Notices:

                                                   _____________________________
                                                   _____________________________
                                                   _____________________________
                                                   _____________________________


                                                   1999 TRUST FBO CAMPBELL B.
                                                    LANIER, IV

                                                   By:    /s/
                                                       -------------------------
                                                   Name:________________________
                                                   Title:_______________________


                                                   Address for Notices:

                                                   _____________________________
                                                   _____________________________
                                                   _____________________________
                                                   _____________________________

Signature Page to Series A Preferred Stock
Registration Rights Agreement

<PAGE>

                                                     /s/
                                               ---------------------------------
                                               David Gaines Lanier

                                               Address for Notices:

                                               _________________________________
                                               _________________________________
                                               _________________________________
                                               _________________________________


                                               /s/
                                               ---------------------------------
                                               Elizabeth Walker Lanier


                                               Address for Notices:
                                               _________________________________
                                               _________________________________
                                               _________________________________
                                               _________________________________


                                               /s/
                                               ---------------------------------
                                               James Smith Lanier II

                                               Address for Notices:

                                               _________________________________
                                               _________________________________
                                               _________________________________
                                               _________________________________

                                               J. SMITH LANIER & CO., INC.

                                               By:   /s/
                                                   -----------------------------
                                               Name:____________________________
                                               Title:___________________________


                                               Address for Notices:

                                               _________________________________
                                               _________________________________
                                               _________________________________
                                               _________________________________

Signature Page to Series A Preferred Stock
Registration Rights Agreement

<PAGE>

                                                            /s/
                                                      --------------------------
                                                      John T. Lanier

                                                      Address for Notices:

                                                      __________________________
                                                      __________________________
                                                      __________________________
                                                      __________________________


                                                      /s/
                                                      --------------------------
                                                      Elizabeth L. Lester

                                                      Address for Notices:

                                                      __________________________
                                                      __________________________
                                                      __________________________
                                                      __________________________


                                                      /s/
                                                      --------------------------
                                                      Foster McDonald

                                                      Address for Notices:
                                                      __________________________
                                                      __________________________
                                                      __________________________
                                                      __________________________


                                                            /s/
                                                      --------------------------
                                                      Wesley L. McDonald

                                                      Address for Notices:

                                                      __________________________
                                                      __________________________
                                                      __________________________
                                                      __________________________

Signature Page to Series A Preferred Stock
Registration Rights Agreement

<PAGE>

                                                  NORTH STATE TELEPHONE
                                                  COMPANY

                                                  By:     /s/
                                                      --------------------------
                                                  Name:_________________________
                                                  Title:________________________

                                                  Address for Notices:

                                                  ______________________________
                                                  ______________________________
                                                  ______________________________
                                                  ______________________________


                                                          /s/
                                                  ------------------------------
                                                  William H. Scott, III

                                                  Address for Notices:

                                                  ______________________________
                                                  ______________________________
                                                  ______________________________
                                                  ______________________________


                                                  /s/
                                                  ------------------------------
                                                  Douglas A. Shumate

                                                  Address for Notices:

                                                  ______________________________
                                                  ______________________________
                                                  ______________________________
                                                  ______________________________

Signature Page to Series A Preferred Stock
Registration Rights Agreement

<PAGE>

                                              UBS WARBURG LLC

                                              By:   /s/
                                                 -------------------------------
                                              Name:_____________________________
                                              Title:____________________________


                                              By:   /s/
                                                 -------------------------------
                                              Name:_____________________________
                                              Title:____________________________

                                              Address for Notices:

                                              __________________________________
                                              __________________________________
                                              __________________________________
                                              __________________________________

Signature Page to Series A Preferred Stock
Registration Rights Agreement

<PAGE>

                              PLAN OF DISTRIBUTION

     Securities may be sold or distributed from time to time by the selling
stockholders named in this prospectus and, to the extent permitted by their
registration rights agreement with the Company, by their donees or transferees
and their other successors in interest. The selling stockholders may sell their
securities at market prices prevailing at the time of sale, at prices related to
such prevailing market prices, at negotiated prices, or at fixed prices, which
may be changed. Each selling stockholder reserves the right to accept or reject,
in whole or in part, any proposed purchase of securities, whether the purchase
is to be made directly or through agents.

     The selling stockholders may offer their securities at various times in one
or more of the following transactions:

          . in ordinary brokers' transactions and transactions in which the
broker solicits purchasers;

          . in transactions involving cross or block trades or otherwise on the
Nasdaq National Market or any national securities exchange on which the Common
Stock is listed;

          . in transactions "at the market" to or through market makers in the
common stock or into an existing market for the common stock;

          . in other ways not involving market makers or established trading
markets, including direct sales of the securities to purchasers or sales of the
securities effected through agents;

          . through transactions in options, swaps or other derivatives which
may or may not be listed on an exchange;

          . in privately negotiated transactions; or

          . in a combination of any of the foregoing transactions.

          The selling stockholders also may sell their securities in accordance
with Rule 144 under the Securities Act.

     From time to time, one or more of the selling stockholders may pledge or
grant a security interest in some or all of the securities owned by them. If the
selling stockholders default in performance of their secured obligations, the
pledgees or secured parties may offer and sell the securities from time to time
by

<PAGE>

this prospectus. The selling stockholders also may transfer and donate
securities in other circumstances. The amount of securities beneficially owned
by selling stockholders will decrease as and when the selling stockholders
transfer or donate their securities or default in performing obligations secured
by their securities. The plan of distribution for the securities offered and
sold under this prospectus will otherwise remain unchanged, except that the
transferees, donees, pledgees, other secured parties or other successors in
interest will be selling stockholders for purposes of this prospectus.

     A selling stockholder may enter into hedging transactions with
broker-dealers. A selling stockholder also may enter into option or other
transactions with broker-dealers that involve the delivery of securities to the
broker-dealers, who may then resell or otherwise transfer such securities. In
addition, a selling stockholder may loan or pledge securities to a
broker-dealer, which may sell the loaned securities or, upon a default by the
selling stockholder of the secured obligation, may sell or otherwise transfer
the pledged securities.

     The selling stockholders may use brokers, dealers, underwriters or agents
to sell their securities. The persons acting as agents may receive compensation
in the form of commissions, discounts or concessions. This compensation may be
paid by the selling stockholders or the purchasers of the securities of whom
such persons may act as agent, or to whom they may sell as principal, or both.
The compensation as to a particular person may be less than or in excess of
customary commissions. The selling stockholders and any agents or broker-dealers
that participate with the selling stockholders in the offer and sale of the
securities may be deemed to be "underwriters" within the meaning of the
Securities Act. Any commissions they receive and any profit they realize on the
resale of the securities by them may be deemed to be underwriting discounts and
commissions under the Securities Act. Neither we nor any selling stockholders
can presently estimate the amount of such compensation.

     If a selling stockholder sells securities in an underwritten offering, the
underwriters may acquire the securities for their own account and resell the
securities from time to time in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices determined
at the time of sale. In such event, we will set forth in a supplement to this
prospectus the names of the underwriters and the terms of the transactions,
including any underwriting discounts, concessions or commissions and other items
constituting compensation of the underwriters and broker-dealers. The
underwriters from time to time may change any public offering price and any
discounts, concessions or commissions allowed or reallowed or paid to
broker-dealers. Unless otherwise set forth in a supplement, the obligations of
the underwriters to purchase the securities will be subject to certain
conditions, and the underwriters will be obligated to purchase all of the
securities specified in the supplement if they purchase any of the securities.

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     We have informed the selling stockholders that during such time as they may
be engaged in a distribution of the securities, they are required to comply with
Regulation M under the Securities Exchange Act. With exceptions, Regulation M
prohibits any selling stockholder, any affiliated purchasers and other persons
who participate in such a distribution from bidding for or purchasing, or
attempting to induce any person to bid for or purchase, any security which is
the subject of the distribution until the entire distribution is complete.

     This offering by any selling stockholder will terminate on the date
specified in the selling stockholder's registration rights agreement with the
Company, or, if earlier, on the date on which the selling stockholder has sold
all of such selling stockholder's securities.

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