REGISTRATION RIGHTS AGREEMENT

     This Registration  Rights Agreement (this  "Agreement") is made and entered
into as of June __,  2000,  among  Fusion  Networks  Holdings  Inc.,  a Delaware
corporation  (the  "Company"),  and the  investors  signatory  hereto (each such
investor  is a  "Purchaser"  and  all  such  investors  are,  collectively,  the
"Purchasers").

     This  Agreement  is made  pursuant  to the  Secured  Convertible  Debenture
Purchase  Agreement,  dated as of the date  hereof  among  the  Company  and the
Purchasers (the "Purchase Agreement").

     The Company and the Purchasers hereby agree as follows:

     1.   Definitions

     Capitalized terms used and not otherwise defined herein that are defined in
the Purchase  Agreement shall have the meanings given such terms in the Purchase
Agreement.  As used in this  Agreement,  the  following  terms  shall  have  the
following meanings:

     "Affiliate"  means,  with  respect to any  Person,  any other  Person  that
directly or indirectly controls or is controlled by or under common control with
such Person.  For the  purposes of this  definition,  "control,"  when used with
respect to any Person, means the possession, direct or indirect, of the power to
direct or cause the  direction  of the  management  and policies of such Person,
whether  through the ownership of voting  securities,  by contract or otherwise;
and the terms of  "affiliated,"  "controlling"  and  "controlled"  have meanings
correlative to the foregoing.

     "Business  Day"  means any day  except  Saturday,  Sunday and any day which
shall be a legal holiday or a day on which banking  institutions in the State of
New York or the State of Florida  generally are authorized or required by law or
other government actions to close.

     "Closing Date" shall have the meaning set forth in the Purchase Agreement.

     "Commission" means the Securities and Exchange Commission.

     "Common  Stock" means the  Company's  common  stock,  $.00001 par value per
share, or such securities that such stock shall hereafter be reclassified into.

     "Debentures" mean the Company's 6% Secured Convertible Debentures issued to
the Purchasers in accordance with the Purchase Agreement.

     "Effectiveness Date" means the 240th day following the Closing Date.

     "Effectiveness Period" shall have the meaning set forth in Section 2(a).

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

     "Filing Date" means November 13, 2000.

<PAGE>

     "Holder" or "Holders" means the holder or holders, as the case may be, from
time to time of Registrable Securities.

     "Indemnified Party" shall have the meaning set forth in Section 5(c).

     "Indemnifying Party" shall have the meaning set forth in Section 5(c).

     "Losses" shall have the meaning set forth in Section 5(a).

     "Person"  means  an  individual  or  a  corporation,   partnership,  trust,
incorporated or  unincorporated  association,  joint venture,  limited liability
company, joint stock company,  government (or an agency or political subdivision
thereof) or other entity of any kind.

     "Proceeding"  means an action,  claim,  suit,  investigation  or proceeding
(including,  without limitation, an investigation or partial proceeding, such as
a deposition), whether commenced or threatened.

     "Prospectus"  means the prospectus  included in the Registration  Statement
(including,  without  limitation,  a prospectus  that  includes any  information
previously omitted from a prospectus filed as part of an effective  registration
statement in reliance upon Rule 430A  promulgated  under the Securities Act), 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 the
Registration  Statement,  and  all  other  amendments  and  supplements  to  the
Prospectus,  including post-effective  amendments, and all material incorporated
by reference or deemed to be incorporated by reference in such Prospectus.

     "Registrable  Securities"  means the shares of Common Stock  issuable  upon
conversion in full of the Debentures and exercise in full of the Warrants.

     "Registration   Statement"  means  the   registration   statement  and  any
additional  registration  statements contemplated by Section 2(a), including (in
each case) the  Prospectus,  amendments  and  supplements  to such  registration
statement or  Prospectus,  including  pre- and  post-effective  amendments,  all
exhibits  thereto,  and all material  incorporated  by reference or deemed to be
incorporated by reference in such registration statement.

     "Rule 144" means Rule 144  promulgated  by the  Commission  pursuant to the
Securities  Act, as such Rule may be amended  from time to time,  or any similar
rule or regulation  hereafter adopted by the Commission having substantially the
same effect as such Rule.

     "Rule 415" means Rule 415  promulgated  by the  Commission  pursuant to the
Securities  Act, as such Rule may be amended  from time to time,  or any similar
rule or regulation  hereafter adopted by the Commission having substantially the
same effect as such Rule.

     "Rule 424" means Rule 424  promulgated  by the  Commission  pursuant to the
Securities  Act, as such Rule may be amended  from time to time,  or any similar
rule or regulation  hereafter adopted by the Commission having substantially the
same effect as such Rule.
<PAGE>

     "Securities  Act" means the  Securities  Act of 1933,  as amended,  and the
rules and regulations promulgated thereunder.

     "Special  Counsel" means one special counsel to the Holders,  for which the
Holders will be reimbursed by the Company pursuant to Section 4.

     "Warrants"  shall mean the Common  Stock  purchase  warrants  issued to the
Purchasers pursuant to the Purchase Agreement.

     2.   Shelf Registration

          (a) On or prior to the Filing Date, the Company shall prepare and file
     with the Commission a "Shelf" Registration Statement covering the resale of
     all Registrable Securities for an offering to be made on a continuous basis
     pursuant  to Rule  415.  The  Registration  Statement  shall be on Form S-3
     (except if the  Company is not then  eligible  to  register  for resale the
     Registrable  Securities on Form S-3, in which case such registration  shall
     be on another  appropriate  form in accordance  herewith as the Holders may
     consent) and shall  contain  (except if otherwise  directed by the Holders)
     the "Plan of  Distribution"  attached  hereto as Annex A. The Company shall
     use its best  efforts to cause the  Registration  Statement  to be declared
     effective under the Securities Act as promptly as possible after the filing
     thereof,  but in any event prior to the  Effectiveness  Date, and shall use
     its best efforts to keep such Registration Statement continuously effective
     under the  Securities  Act until the date which is two years after the date
     that such Registration Statement is declared effective by the Commission or
     such  earlier  date  when  all  Registrable   Securities  covered  by  such
     Registration  Statement  have  been  sold  or may be  sold  without  volume
     restrictions  pursuant to Rule 144(k) as  determined  by the counsel to the
     Company pursuant to a written opinion letter to such effect,  addressed and
     acceptable to the Company's  transfer  agent and the affected  Holders (the
     "Effectiveness Period"),  provided, that the Company shall not be deemed to
     have used its best  efforts to keep the  Registration  Statement  effective
     during the  Effectiveness  Period if it  voluntarily  takes any action that
     would  result  in the  Holders  not  being  able  to sell  the  Registrable
     Securities covered by such Registration  Statement during the Effectiveness
     Period,  unless such action is required under applicable law or the Company
     has filed a post-effective  amendment to the Registration Statement and the
     Commission has not declared it effective.

          (b) The  Registration  Statement  required to be filed hereunder shall
     include all of the Registrable Securities,  assuming for such purposes that
     the  Debentures  are  outstanding  for the full term  thereof  and that all
     accrued  interest shall be paid in shares of Common Stock and that the full
     principal amount and all interest occurred on the Closing Date.

          (c) If (a) a  Registration  Statement  is not filed on or prior to the
     Filing  Date (if the  Company  files such  Registration  Statement  without
     affording the Holder the  opportunity  to review and comment on the same as
     required by Section  3(a) hereof,  the Company  shall not be deemed to have
     satisfied  this  clause  (a)),  or (b) the  Company  fails to file with the
     Commission  a  request  for   acceleration  in  accordance  with  Rule  461
     promulgated  under the Securities  Act, by the fifth day following the date
     that the Company is notified  (orally or in writing,  whichever is earlier)
     by the Commission that a Registration  Statement will not be "reviewed," or
     not subject to further  review,  or (c) the Company  fails to file with the
     Commission  an amendment to a filed  Registration  Statement  responding to
     comments received from the Commission on such Registration Statement by the
     tenth  Business  Day  following  the date of receipt by the Company of such
     comments,  (d) the Registration  Statement is not declared effective by the
     Commission  on  or  prior  to  the  Effectiveness  Date,  or  (e)  after  a
     Registration  Statement  is  filed  with  and  declared  effective  by  the
     Commission,  such  Registration  Statement ceases to be effective as to all
     Registrable  Securities  at  any  time  prior  to  the  expiration  of  the
     Effectiveness Period without being succeeded within ten Business Days by an
     amendment to such  Registration  Statement or by a subsequent  Registration
     Statement filed with and declared  effective by the Commission,  or (f) the
     Common Stock shall not be quoted on the Nasdaq National  Market  ("NASDAQ")
     or shall be suspended or delisted from trading on either the American Stock
     Exchange,  the New York Stock Exchange or Nasdaq  Smallcap  Market (each, a
     "Subsequent   Market")  for  more  than  three  days  (which  need  not  be
     consecutive  days), or (g) the conversion rights of the Holders pursuant to
     the  Debentures  are  suspended  for any reason,  or (h) an  amendment to a
     Registration  Statement  is not filed by the  Company  with the  Commission
     within ten Business  Days of the  Commission's  notifying  the Company that
     such amendment is required in order for such  Registration  Statement to be
     declared  effective  (any such  failure or breach  being  referred to as an
     "Event,"  and for  purposes of clauses  (a),  (d) and (g) the date on which
     such Event  occurs,  or for  purposes  of clause (b) the date on which such
     five period is  exceeded,  or for  purposes of clauses (c), (e) and (h) the
     date which such 10 Business  Day-period  is  exceeded,  or for  purposes of
     clause (f) the date on which  such  three  day-period  is  exceeded,  being
     referred  to as "Event  Date"),  then on the Event  Date and every  monthly
     anniversary  thereof until the applicable Event is cured, the Company shall
     pay, in cash,  as liquidated  damages and not as a penalty,  to each Holder
     2.0% of the  purchase  price paid by such Holder  pursuant to the  Purchase
     Agreement.  If the Company fails to pay any liquidated  damages pursuant to
     this Section in full within seven days after the date payable,  the Company
     will pay  interest  thereon  at a rate of 18% per  annum  (or  such  lesser
     maximum  amount  that is  permitted  to be paid by  applicable  law) to the
     Holder,  accruing daily from the date such liquidated damages are due until
     such  amounts,  plus  all such  interest  thereon,  are  paid in full.  The
     liquidated  damages  pursuant to the terms hereof shall apply on a pro-rata
     basis for any portion of a month prior to the cure of an Event.
<PAGE>

     3.   Registration Procedures

          In connection with the Company's  registration  obligations hereunder,
     the Company shall:

          (a) Not less  than  five  Business  Days  prior to the  filing  of the
     Registration  Statement  or any  related  Prospectus  or any  amendment  or
     supplement  thereto  (including any document that would be  incorporated or
     deemed to be  incorporated  therein by reference),  the Company shall,  (i)
     furnish  to the  Holders  and  their  Special  Counsel  copies  of all such
     documents   proposed  to  be  filed,  which  documents  (other  than  those
     incorporated  or deemed to be incorporated by reference) will be subject to
     the review of such Holders and their  Special  Counsel,  and (ii) cause its
     officers  and  directors,   counsel  and   independent   certified   public
     accountants  to respond to such  inquiries  as shall be  necessary,  in the
     reasonable   opinion  of   respective   counsel  to  conduct  a  reasonable
     investigation  within the meaning of the Securities  Act. The Company shall
     not  file  the  Registration  Statement  or  any  such  Prospectus  or  any
     amendments or supplements thereto to which the Holders of a majority of the
     Registrable Securities and their Special Counsel shall reasonably object.
<PAGE>

          (b)  (i)  Prepare  and  file  with  the  Commission  such  amendments,
     including post-effective  amendments, to the Registration Statement and the
     Prospectus  used in  connection  therewith  as may be necessary to keep the
     Registration   Statement   continuously  effective  as  to  the  applicable
     Registrable  Securities for the  Effectiveness  Period and prepare and file
     with the Commission  such  additional  Registration  Statements in order to
     register  for  resale  under  the  Securities  Act  all of the  Registrable
     Securities; (ii) cause the related Prospectus to be amended or supplemented
     by any required Prospectus supplement, and as so supplemented or amended to
     be filed  pursuant to Rule 424;  (iii)  respond as  promptly as  reasonably
     possible,  and in any event within ten days, to any comments  received from
     the Commission with respect to the Registration  Statement or any amendment
     thereto and as promptly as reasonably possible provide the Holders true and
     complete copies of all correspondence  from and to the Commission  relating
     to the  Registration  Statement;  and (iv) comply in all material  respects
     with the provisions of the Securities Act and the Exchange Act with respect
     to  the   disposition  of  all  Registrable   Securities   covered  by  the
     Registration  Statement during the applicable period in accordance with the
     intended  methods of  disposition  by the Holders  thereof set forth in the
     Registration   Statement  as  so  amended  or  in  such  Prospectus  as  so
     supplemented.

          (c) Notify the Holders of Registrable  Securities to be sold and their
     Special  Counsel as promptly as  reasonably  possible  (and, in the case of
     (i)(A)  below,  not less than five  Business Days prior to such filing) and
     (if  requested by any such Person)  confirm such notice in writing no later
     than one Business  Day  following  the day (i)(A) when a Prospectus  or any
     Prospectus  supplement  or  post-effective  amendment  to the  Registration
     Statement  is proposed to be filed;  (B) when the  Commission  notifies the
     Company whether there will be a "review" of such Registration Statement and
     whenever the Commission comments in writing on such Registration  Statement
     (the Company shall provide true and complete copies thereof and all written
     responses  thereto  to each of the  Holders);  and (C) with  respect to the
     Registration Statement or any post-effective  amendment,  when the same has
     become  effective;  (ii) of any  request  by the  Commission  or any  other
     Federal or state  governmental  authority for  amendments or supplements to
     the  Registration  Statement or Prospectus or for  additional  information;
     (iii) of the issuance by the  Commission of any stop order  suspending  the
     effectiveness  of the  Registration  Statement  covering  any or all of the
     Registrable  Securities  or the  initiation  of any  Proceedings  for  that
     purpose;  (iv) if at any time any of the  representations and warranties of
     the Company  contained in any  agreement  contemplated  hereby ceases to be
     true and  correct  in all  material  respects;  (v) of the  receipt  by the
     Company  of  any  notification  with  respect  to  the  suspension  of  the
     qualification  or exemption from  qualification  of any of the  Registrable
     Securities for sale in any  jurisdiction,  or the initiation or threatening
     of any Proceeding for such purpose; and (vi) of the occurrence of any event
     or passage  of time that makes the  financial  statements  included  in the
     Registration  Statement  ineligible for inclusion  therein or any statement
     made  in  the   Registration   Statement  or  Prospectus  or  any  document
     incorporated  or deemed to be incorporated  therein by reference  untrue in
     any material  respect or that  requires any  revisions to the  Registration
     Statement,  Prospectus  or  other  documents  so  that,  in the case of the
     Registration  Statement or the Prospectus,  as the case may be, it will not
     contain  any  untrue  statement  of a  material  fact or omit to state  any
     material  fact  required  to be stated  therein  or  necessary  to make the
     statements  therein,  in light of the  circumstances  under which they were
     made, not misleading.
<PAGE>
          (d) Use its best  efforts  to avoid the  issuance  of,  or, if issued,
     obtain the withdrawal of (i) any order suspending the  effectiveness of the
     Registration  Statement,  or (ii) any suspension of the  qualification  (or
     exemption from qualification) of any of the Registrable Securities for sale
     in any jurisdiction, at the earliest practicable moment.

          (e) Furnish to each Holder and their Special Counsel,  without charge,
     at  least  one  conformed  copy of each  Registration  Statement  and  each
     amendment  thereto,  including  financial  statements  and  schedules,  all
     documents  incorporated or deemed to be incorporated  therein by reference,
     and all exhibits to the extent  requested by such Person  (including  those
     previously  furnished or  incorporated  by  reference)  promptly  after the
     filing of such documents with the Commission.

          (f) Promptly deliver to each Holder and their Special Counsel, without
     charge,  as many copies of the Prospectus or  Prospectuses  (including each
     form of  prospectus)  and each  amendment  or  supplement  thereto  as such
     Persons may reasonably  request.  The Company hereby consents to the use of
     such  Prospectus  and each  amendment or supplement  thereto by each of the
     selling Holders in connection with the offering and sale of the Registrable
     Securities  covered by such  Prospectus  and any  amendment  or  supplement
     thereto.

          (g) Prior to any public  offering of Registrable  Securities,  use its
     best efforts to register or qualify or cooperate  with the selling  Holders
     and  their  Special  Counsel  in  connection   with  the   registration  or
     qualification  (or exemption from such  registration or  qualification)  of
     such Registrable Securities for offer and sale under the securities or Blue
     Sky laws of such  jurisdictions  within  the  United  States as any  Holder
     requests in writing,  to keep each such  registration or qualification  (or
     exemption  therefrom)  effective during the Effectiveness  Period and to do
     any and all other  acts or things  necessary  or  advisable  to enable  the
     disposition in such jurisdictions of the Registrable  Securities covered by
     a Registration Statement;  provided, that the Company shall not be required
     to qualify  generally  to do business in any  jurisdiction  where it is not
     then so  qualified  or subject the Company to any  material tax in any such
     jurisdiction where it is not then so subject.

          (h) Cooperate  with the Holders to facilitate  the timely  preparation
     and delivery of  certificates  representing  Registrable  Securities  to be
     delivered  to a  transferee  pursuant to a  Registration  Statement,  which
     certificates  shall  be  free,  to the  extent  permitted  by the  Purchase
     Agreement,  of all  restrictive  legends,  and to enable  such  Registrable
     Securities to be in such  denominations and registered in such names as any
     such Holders may request.

          (i) Upon the occurrence of any event contemplated by Section 3(d)(vi),
     as promptly as  reasonably  possible,  prepare a supplement  or  amendment,
     including a post-effective  amendment,  to the Registration  Statement or a
     supplement to the related Prospectus or any document incorporated or deemed
     to be  incorporated  therein  by  reference,  and file any  other  required
     document  so  that,  as  thereafter  delivered,  neither  the  Registration
     Statement  nor such  Prospectus  will  contain  an  untrue  statement  of a
     material  fact or omit to  state a  material  fact  required  to be  stated
     therein  or  necessary  to make  the  statements  therein,  in light of the
     circumstances under which they were made, not misleading.

          (j)  Comply  with  all  applicable   rules  and   regulations  of  the
     Commission.
<PAGE>

          (k) The  Company  may require  each  selling  Holder to furnish to the
     Company a certified  statement  as to the number of shares of Common  Stock
     beneficially owned by such Holder and, if requested by the Commission,  the
     controlling person thereof.

          4.  Registration  Expenses.  All fees  and  expenses  incident  to the
     performance  of or compliance  with this  Agreement by the Company shall be
     borne by the Company  whether or not any  Registrable  Securities  are sold
     pursuant to the Registration  Statement.  The fees and expenses referred to
     in the  foregoing  sentence  shall  include,  without  limitation,  (i) all
     registration  and filing  fees  (including,  without  limitation,  fees and
     expenses  (A)  with  respect  to  filings  required  to be  made  with  any
     Subsequent Market on which the Common Stock is then listed for trading, and
     (B) in  compliance  with  applicable  state  securities  or Blue  Sky  laws
     (including,  without limitation,  fees and disbursements of counsel for the
     Holders in  connection  with Blue Sky  qualifications  or exemptions of the
     Registrable   Securities  and  determination  of  the  eligibility  of  the
     Registrable  Securities for investment under the laws of such jurisdictions
     as the Holders of a majority of  Registrable  Securities  may  designate)),
     (ii) printing expenses (including, without limitation, expenses of printing
     certificates for Registrable Securities and of printing prospectuses if the
     printing of  prospectuses  is requested by the holders of a majority of the
     Registrable  Securities  included  in the  Registration  Statement),  (iii)
     messenger,  telephone and delivery expenses, (iv) fees and disbursements of
     counsel for the Company and Special Counsel for the Holders, (v) Securities
     Act liability insurance, if the Company so desires such insurance, and (vi)
     fees  and  expenses  of  all  other  Persons  retained  by the  Company  in
     connection with the consummation of the  transactions  contemplated by this
     Agreement.  In addition,  the Company shall be  responsible  for all of its
     internal  expenses  incurred in  connection  with the  consummation  of the
     transactions contemplated by this Agreement (including, without limitation,
     all salaries and expenses of its officers and employees performing legal or
     accounting  duties),  the  expense  of any  annual  audit  and the fees and
     expenses  incurred  in  connection  with  the  listing  of the  Registrable
     Securities on any securities exchange as required hereunder.

     5. Indemnification

     (a) Indemnification by the Company. The Company shall,  notwithstanding any
termination  of this  Agreement,  indemnify and hold  harmless each Holder,  the
officers,  directors,  agents,  brokers  (including  brokers  who offer and sell
Registrable  Securities  as  principal as a result of a pledge or any failure to
perform under a margin call of Common Stock),  investment advisors and employees
of each of them, each Person who controls any such Holder (within the meaning of
Section 15 of the  Securities  Act or Section  20 of the  Exchange  Act) and the
officers,  directors,  agents and employees of each such controlling  Person, to
the fullest  extent  permitted by  applicable  law, from and against any and all
losses,  claims,  damages,  liabilities,  costs (including,  without limitation,
costs of preparation and attorneys' fees) and expenses (collectively, "Losses"),
as  incurred,  arising  out of or  relating  to any  untrue  or  alleged  untrue
statement  of a material  fact  contained  in the  Registration  Statement,  any
Prospectus or any form of  prospectus or in any amendment or supplement  thereto
or in any preliminary prospectus,  or arising out of or relating to any omission
or  alleged  omission  of a  material  fact  required  to be stated  therein  or
necessary to make the statements  therein (in the case of any Prospectus or form
of prospectus or supplement  thereto,  in light of the circumstances under which
they were made) not  misleading,  except to the extent,  but only to the extent,
that (1) such untrue  statements or omissions are based solely upon  information
regarding  such  Holder  furnished  in  writing to the  Company  by such  Holder
expressly  for use therein,  or to the extent that such  information  relates to
such Holder or such Holder's  proposed  method of  distribution  of  Registrable
Securities  and was  reviewed and  expressly  approved in writing by such Holder
expressly for use in the Registration Statement, such Prospectus or such form of
Prospectus or in any  amendment or  supplement  thereto or (2) in the case of an
occurrence of an event of the type specified in Section  3(d)(ii)-(vi),  the use
by such  Holder of an  outdated or  defective  Prospectus  after the Company has
notified such Holder in writing that the Prospectus is outdated or defective and
prior to the receipt by such Holder of the Advice  contemplated in Section 6(e).
The Company  shall  notify the Holders  promptly of the  institution,  threat or
assertion of any Proceeding of which the Company is aware in connection with the
transactions contemplated by this Agreement.
<PAGE>

     (b)  Indemnification  by Holders.  Each  Holder  shall,  severally  and not
jointly,  indemnify  and hold  harmless the Company,  its  directors,  officers,
agents and employees,  each Person who controls the Company  (within the meaning
of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the
directors,  officers,  agents or employees of such controlling  Persons,  to the
fullest  extent  permitted by  applicable  law,  from and against all Losses (as
determined by a court of competent  jurisdiction in a final judgment not subject
to appeal or  review)  arising  solely  out of or based  solely  upon any untrue
statement  of a material  fact  contained  in any  Registration  Statement,  any
Prospectus,  or any  form  of  prospectus,  or in any  amendment  or  supplement
thereto,  or  arising  solely  out of or based  solely  upon any  omission  of a
material fact required to be stated  therein or necessary to make the statements
therein not misleading to the extent,  but only to the extent,  that such untrue
statement or omission is contained in any information so furnished in writing by
such Holder to the  Company  specifically  for  inclusion  in such  Registration
Statement or such Prospectus or to the extent that (1) such untrue statements or
omissions are based solely upon  information  regarding such Holder furnished in
writing to the  Company by such  Holder  expressly  for use  therein,  or to the
extent that such  information  relates to such Holder or such Holder's  proposed
method of distribution of Registrable  Securities and was reviewed and expressly
approved  in  writing  by such  Holder  expressly  for  use in the  Registration
Statement,  such  Prospectus  or such form of  Prospectus or in any amendment or
supplement  thereto or (2) in the case of an  occurrence of an event of the type
specified  in Section  3(d)(ii)-(vi),  the use by such  Holder of an outdated or
defective  Prospectus after the Company has notified such Holder in writing that
the  Prospectus is outdated or defective and prior to the receipt by such Holder
of the Advice  contemplated  in Section 6(e). In no event shall the liability of
any selling Holder  hereunder be greater in amount than the dollar amount of the
net proceeds received by such Holder upon the sale of the Registrable Securities
giving rise to such indemnification obligation.

     (c) Conduct of  Indemnification  Proceedings.  If any  Proceeding  shall be
brought or asserted  against  any Person  entitled to  indemnity  hereunder  (an
"Indemnified  Party"),  such Indemnified  Party shall promptly notify the Person
from whom  indemnity is sought (the  "Indemnifying  Party") in writing,  and the
Indemnifying Party shall assume the defense thereof, including the employment of
counsel reasonably  satisfactory to the Indemnified Party and the payment of all
fees and expenses  incurred in connection with defense thereof;  provided,  that
the failure of any  Indemnified  Party to give such notice shall not relieve the
Indemnifying Party of its obligations or liabilities pursuant to this Agreement,
except (and only) to the extent that it shall be finally  determined  by a court
of  competent  jurisdiction  (which  determination  is not  subject to appeal or
further  review)  that  such  failure  shall  have  proximately  and  materially
adversely prejudiced the Indemnifying Party.
<PAGE>

     An Indemnified Party shall have the right to employ separate counsel in any
such  Proceeding  and to participate  in the defense  thereof,  but the fees and
expenses of such counsel  shall be at the expense of such  Indemnified  Party or
Parties  unless:  (1) the  Indemnifying  Party has agreed in writing to pay such
fees and expenses;  or (2) the Indemnifying  Party shall have failed promptly to
assume  the  defense  of  such  Proceeding  and  to  employ  counsel  reasonably
satisfactory to such Indemnified Party in any such Proceeding;  or (3) the named
parties to any such Proceeding  (including any impleaded  parties)  include both
such Indemnified  Party and the Indemnifying  Party, and such Indemnified  Party
shall have been  advised by counsel  that a conflict  of  interest  is likely to
exist if the same  counsel  were to  represent  such  Indemnified  Party and the
Indemnifying  Party (in which  case,  if such  Indemnified  Party  notifies  the
Indemnifying  Party in writing that it elects to employ separate  counsel at the
expense of the Indemnifying  Party,  the  Indemnifying  Party shall not have the
right to assume the defense  thereof and such counsel shall be at the expense of
the  Indemnifying  Party).  The  Indemnifying  Party shall not be liable for any
settlement of any such Proceeding  effected without its written  consent,  which
consent shall not be unreasonably withheld. No Indemnifying Party shall, without
the prior written consent of the Indemnified Party, effect any settlement of any
pending Proceeding in respect of which any Indemnified Party is a party,  unless
such settlement includes an unconditional release of such Indemnified Party from
all liability on claims that are the subject matter of such Proceeding.

     All fees and expenses of the Indemnified  Party (including  reasonable fees
and  expenses  to the  extent  incurred  in  connection  with  investigating  or
preparing  to defend  such  Proceeding  in a manner not  inconsistent  with this
Section)  shall  be paid to the  Indemnified  Party,  as  incurred,  within  ten
Business Days of written notice thereof to the Indemnifying Party (regardless of
whether it is ultimately determined that an Indemnified Party is not entitled to
indemnification  hereunder;  provided,  that the Indemnifying  Party may require
such  Indemnified  Party to undertake to reimburse all such fees and expenses to
the extent it is finally  judicially  determined that such Indemnified  Party is
not entitled to indemnification hereunder).

     (d) Contribution. If a claim for indemnification under Section 5(a) or 5(b)
is  unavailable  to  an  Indemnified  Party  (by  reason  of  public  policy  or
otherwise),   then  each  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,  statements or omissions that
resulted in such Losses as well as any other relevant equitable  considerations.
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 or alleged untrue  statement of a material fact or omission
or alleged omission of a material fact, has been taken or made by, or relates to
information  supplied by, such Indemnifying  Party or Indemnified Party, and the
parties'  relative intent,  knowledge,  access to information and opportunity to
correct or prevent  such  action,  statement  or  omission.  The amount  paid or
payable by a party as a result of any Losses shall be deemed to include, subject
to the limitations set forth in Section 5(c), any reasonable attorneys' or other
reasonable  fees or  expenses  incurred  by such  party in  connection  with any
Proceeding to the extent such party would have been indemnified for such fees or
expenses if the  indemnification  provided for in this Section was  available to
such party in accordance with its terms.
<PAGE>

     The  parties  hereto  agree  that it  would  not be just and  equitable  if
contribution  pursuant  to  this  Section  5(d)  were  determined  by  pro  rata
allocation or by any other method of allocation  that does not take into account
the equitable considerations referred to in the immediately preceding paragraph.
Notwithstanding the provisions of this Section 5(d), no Holder shall be required
to contribute, in the aggregate, any amount in excess of the amount by which the
proceeds  actually  received  by such  Holder  from the sale of the  Registrable
Securities subject to the Proceeding exceeds the amount of any damages that such
Holder has  otherwise  been  required to pay by reason of such untrue or alleged
untrue statement or omission or alleged omission.

     The indemnity and contribution  agreements contained in this Section are in
addition  to any  liability  that  the  Indemnifying  Parties  may  have  to the
Indemnified Parties.

     6. Miscellaneous

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

     (b)  No  Inconsistent  Agreements.  Neither  the  Company  nor  any  of its
subsidiaries has entered, as of the date hereof, nor shall the Company or any of
its  subsidiaries,  on or  after  the  date of this  Agreement,  enter  into any
agreement with respect to its securities  that is  inconsistent  with the rights
granted  to the  Holders  in this  Agreement  or  otherwise  conflicts  with the
provisions  hereof.  Except as and to the  extent  specified  in  Schedule  6(b)
hereto,  neither the Company nor any of its subsidiaries has previously  entered
into any agreement  granting any registration  rights with respect to any of its
securities to any Person.

     (c) No Piggyback on Registrations. Except as and to the extent specified in
Schedule 6(b) hereto, neither the Company nor any of its security holders (other
than the Holders in such capacity pursuant hereto) may include securities of the
Company in the Registration Statement other than the Registrable Securities, and
the Company shall not after the date hereof enter into any  agreement  providing
any such right to any of its security holders.

     (d) Compliance.  Each Holder  covenants and agrees that it will comply with
the prospectus  delivery  requirements of the Securities Act as applicable to it
in connection with sales of Registrable  Securities pursuant to the Registration
Statement.
<PAGE>

     (e) Discontinued Disposition. Each Holder agrees by its acquisition of such
Registrable  Securities  that,  upon receipt of a notice from the Company of the
occurrence of any event of the kind described in Sections  3(d)(ii),  3(d)(iii),
3(d)(iv),   3(d)(v)  or  3(d)(vi),   such  Holder  will  forthwith   discontinue
disposition of such  Registrable  Securities  under the  Registration  Statement
until such Holder's receipt of the copies of the supplemented  Prospectus and/or
amended  Registration  Statement  contemplated  by Section  3(j), or until it is
advised in writing (the  "Advice") by the Company that the use of the applicable
Prospectus  may be resumed,  and, in either  case,  has  received  copies of any
additional  or  supplemental  filings  that are  incorporated  or  deemed  to be
incorporated  by reference in such  Prospectus or  Registration  Statement.  The
Company may provide  appropriate  stop orders to enforce the  provisions of this
paragraph.

     (f)  Piggy-Back  Registrations.  If at any time  during  the  Effectiveness
Period  there is not an  effective  Registration  Statement  covering all of the
Registrable  Securities and the Company shall determine to prepare and file with
the  Commission  a  registration  statement  relating to an offering for its own
account or the account of others under the  Securities  Act of any of its equity
securities,  other than on Form S-4 or Form S-8 (each as  promulgated  under the
Securities Act) or their then  equivalents  relating to equity  securities to be
issued solely in connection  with any  acquisition  of any entity or business or
equity  securities  issuable in connection  with stock option or other  employee
benefit plans, then the Company shall send to each Holder written notice of such
determination and, if within fifteen days after receipt of such notice, any such
Holder  shall  so  request  in  writing,  the  Company  shall  include  in  such
registration  statement  all or any  part of such  Registrable  Securities  such
holder requests to be registered.

     (g) 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 may not be given,
unless the same shall be in writing and signed by the Company and the Holders of
at  least   two-thirds   of  the  then   outstanding   Registrable   Securities.
Notwithstanding the foregoing, a waiver or consent to depart from the provisions
hereof  with  respect  to a matter  that  relates  exclusively  to the rights of
Holders  and that does not  directly  or  indirectly  affect the rights of other
Holders  may be  given by  Holders  of at least a  majority  of the  Registrable
Securities to which such waiver or consent relates; provided,  however, that the
provisions of this sentence may not be amended, modified, or supplemented except
in accordance with the provisions of the immediately preceding sentence.

     (h)  Notices.  Any and all notices or other  communications  or  deliveries
required or permitted to be provided  hereunder shall be in writing and shall be
deemed given and effective on the earliest of (i) the date of  transmission,  if
such  notice or  communication  is  delivered  via  facsimile  at the  facsimile
telephone  number  specified in this Section  prior to 6:30 p.m.  (New York City
time) on a Business Day,  (ii) the Business Day after the date of  transmission,
if such notice or  communication  is delivered  via  facsimile at the  facsimile
telephone number  specified in the Purchase  Agreement later than 6:30 p.m. (New
York City time) on any date and earlier than 11:59 p.m.  (New York City time) on
such date,  (iii) the Business  Day  following  the date of mailing,  if sent by
nationally  recognized overnight courier service, or (iv) upon actual receipt by
the party to whom such  notice is  required  to be given.  The  address for such
notices and communications shall be as follows:
<PAGE>

         If to the Company:      Fusion Networks Holdings Inc.
                                 8115 NW 29th Street,
                                 Miami, FL 33122
                                 Facsimile No.: (305) 477-6703
                                 Attn:  Chief Financial Officer

         If to a Purchaser:      To the address set forth under such Purchaser's
                                 name on the signature pages hereto.

         If to any other Person who is then the registered Holder:

                                 To the address of such Holder as it appears in
                                 the stock transfer books of the Company

or such other  address as may be designated  in writing  hereafter,  in the same
manner, by such Person.

          (i) Successors and Assigns.  This Agreement shall inure to the benefit
     of and be binding upon the successors and permitted  assigns of each of the
     parties and shall inure to the benefit of each Holder.  The Company may not
     assign  its  rights or  obligations  hereunder  without  the prior  written
     consent of each  Holder  Each  Holder may assign  their  respective  rights
     hereunder in the manner and to the Persons as permitted  under the Purchase
     Agreement.

          (j)  Counterparts.  This  Agreement  may be  executed in any number of
     counterparts,  each of which  when so  executed  shall be  deemed  to be an
     original and, all of which taken together shall constitute one and the same
     Agreement.  In the event  that any  signature  is  delivered  by  facsimile
     transmission, such signature shall create a valid binding obligation of the
     party  executing  (or on whose behalf such  signature is executed) the same
     with the same  force and  effect as if such  facsimile  signature  were the
     original thereof.

          (k)  Governing  Law.  All  questions   concerning  the   construction,
     validity,  enforcement  and  interpretation  of  this  Agreement  shall  be
     governed by and construed and enforced in accordance with the internal laws
     of the State of New York,  without regard to the principles of conflicts of
     law  thereof.  Each  party  hereby  irrevocably  submits  to the  exclusive
     jurisdiction  of the state and  federal  courts  sitting in the City of New
     York,  borough of Manhattan,  for the adjudication of any dispute hereunder
     or in connection  herewith or with any transaction  contemplated  hereby or
     discussed herein, and hereby  irrevocably  waives, and agrees not to assert
     in any suit,  action or  proceeding,  any claim  that it is not  personally
     subject to the  jurisdiction of any such court,  that such suit,  action or
     proceeding  is improper.  Each party  hereby  irrevocably  waives  personal
     service of process and  consents to process  being served in any such suit,
     action or proceeding by mailing a copy thereof to such party at the address
     in effect  for  notices  to it under this  Agreement  and agrees  that such
     service shall constitute good and sufficient  service of process and notice
     thereof.  Nothing  contained herein shall be deemed to limit in any way any
     right to serve process in any manner permitted by law.

          (l) Cumulative  Remedies.  The remedies provided herein are cumulative
     and not exclusive of any remedies provided by law.
<PAGE>

          (m) Severability.  If any term, provision,  covenant or restriction of
     this Agreement is held by a court of competent  jurisdiction to be invalid,
     illegal,  void or  unenforceable,  the remainder of the terms,  provisions,
     covenants and  restrictions set forth herein shall remain in full force and
     effect and shall in no way be affected,  impaired or  invalidated,  and the
     parties  hereto  shall use their  reasonable  efforts to find and employ an
     alternative  means to achieve the same or substantially  the same result as
     that contemplated by such term, provision,  covenant or restriction.  It is
     hereby stipulated and declared to be the intention of the parties that they
     would  have  executed  the  remaining  terms,  provisions,   covenants  and
     restrictions  without including any of such that may be hereafter  declared
     invalid, illegal, void or unenforceable.

          (n) Headings.  The headings in this  Agreement are for  convenience of
     reference only and shall not limit or otherwise affect the meaning hereof.

          (o)  Shares  Held by the  Company  and its  Affiliates.  Whenever  the
     consent or  approval of Holders of a specified  percentage  of  Registrable
     Securities  is  required  hereunder,  Registrable  Securities  held  by the
     Company  or its  Affiliates  (other  than  any  Holder  or  transferees  or
     successors  or assigns  thereof if such Holder is deemed to be an Affiliate
     solely by reason of its holdings of such Registrable  Securities) shall not
     be counted in determining whether such consent or approval was given by the
     Holders of such required percentage.

          (p)  Independent  Nature of Purchasers'  Obligations  and Rights.  The
     obligations of each  Purchaser  hereunder is several and not joint with the
     obligations of any other  Purchaser  hereunder,  and no Purchaser  shall be
     responsible in any way for the  performance of the obligations of any other
     Purchaser hereunder.  Nothing contained herein or in any other agreement or
     document  delivered  at any closing,  and no action taken by any  Purchaser
     pursuant hereto or thereto, shall be deemed to constitute the Purchasers as
     a partnership, an association, a joint venture or any other kind of entity,
     or  create a  presumption  that the  Purchasers  are in any way  acting  in
     concert with respect to such obligations or the  transactions  contemplated
     by this Agreement.  Each Purchaser shall be entitled to protect and enforce
     its rights,  including  without  limitation  the rights arising out of this
     Agreement,  and it shall not be  necessary  for any other  Purchaser  to be
     joined as an additional party in any proceeding for such purpose.

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

                                             FUSION NETWORKS HOLDINGS INC.



                                             By:__________________________
                                             Name:
                                             Title:

                   [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
                     SIGNATURE PAGES OF PURCHASER TO FOLLOW]

<PAGE>


                                               By:________________________
                                               Name:
                                               Title:


                                               Address for Notice:





                                               With copies to:
<PAGE>
                                                                        Annex A

                              Plan of Distribution

     The  Selling  Stockholders  and  any  of  their  pledgees,   assignees  and
successors-in-interest  may, from time to time,  sell any or all of their shares
of Common Stock on any stock exchange,  market or trading  facility on which the
shares  are traded or in private  transactions.  These  sales may be at fixed or
negotiated  prices.  The  Selling  Stockholders  may  use any one or more of the
following methods when selling shares:

     .  ordinary   brokerage   transactions   and   transactions  in  which  the
broker-dealer solicits purchasers;

     . block trades in which the  broker-dealer  will attempt to sell the shares
as agent but may  position  and  resell a portion of the block as  principal  to
facilitate the transaction;

     . purchases by a broker-dealer as principal and resale by the broker-dealer
for its account;

     . an exchange  distribution  in accordance with the rules of the applicable
exchange;

     . privately negotiated transactions;

     . short  sales to the  extent  permissible  under the  agreements  with the
Company;

     .  broker-dealers  may  agree  with  the  Selling  Stockholders  to  sell a
specified number of such shares at a stipulated price per share;

     . a combination of any such methods of sale; and

     . any other method permitted pursuant to applicable law.

     The  Selling  Stockholders  may also sell  shares  under Rule 144 under the
Securities Act, if available, rather than under this prospectus.

     The Selling Stockholders may pledge their shares to their brokers under the
margin provisions of customer agreements. If a Selling Stockholder defaults on a
margin  loan,  the broker  may,  from time to time,  offer and sell the  pledged
shares.

     Broker-dealers  engaged by the Selling  Stockholders  may arrange for other
brokers-dealers to participate in sales.  Broker-dealers may receive commissions
or discounts from the Selling  Stockholders  (or, if any  broker-dealer  acts as
agent  for the  purchaser  of  shares,  from the  purchaser)  in  amounts  to be
negotiated.  The  Selling  Stockholders  do not  expect  these  commissions  and
discounts to exceed what is customary in the types of transactions involved.
<PAGE>

     The Selling Stockholders and any broker-dealers or agents that are involved
in selling the shares may be deemed to be  "underwriters"  within the meaning of
the Securities Act in connection with such sales. In such event, any commissions
received  by such  broker-dealers  or agents and any profit on the resale of the
shares  purchased  by them  may be  deemed  to be  underwriting  commissions  or
discounts under the Securities Act.

     The  Company  is  required  to pay all fees and  expenses  incident  to the
registration of the shares,  including fees and  disbursements of counsel to the
Selling   Stockholders.   The  Company  has  agreed  to  indemnify  the  Selling
Stockholders against certain losses, claims, damages and liabilities,  including
liabilities under the Securities Act.