REGISTRATION RIGHTS AGREEMENT

     This Registration  Rights Agreement (this  "Agreement") is made and entered
into as of December ___,  2000, by and between Fusion Networks Holdings, Inc., a
Delaware  corporation,  with its  principal  place of  business  at 8115 NW 29th
Street, Miami, Florida 33122 (the "Company"); and GEM Global Yield Fund Limited,
a Nevis company,  with its  administrative  office at Hunkins  Waterfront Plaza,
P.O.  Box 556,  Main  Street,  Nevis,  West  Indies  (Referred  to herein as the
"Purchaser" or sometimes the "Purchasers").

     Simultaneously with the execution of this Agreement, the Purchasers and the
Company have entered into a Convertible  Debenture Purchase Agreement,  dated as
of the date hereof (the "Purchase Agreement")  incorporated herein by reference,
pursuant to which the Purchasers have agreed to purchase certain  Debentures and
Warrants (the "Debentures" and the "Warrants") of the Company.

     The Company and the Purchasers hereby agree as follows:


     1.  Definitions.  Capitalized  terms used and not otherwise  defined herein
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 are authorized or required by law or other government  actions to close
between the hours of 9:30 a.m. and 6:00 p.m. New York Time.

     "Closing"  shall mean the Closing,  as such term is defined in the Purchase
Agreement.

     "Closing  Date" shall mean the Closing Date, as such term is defined in the
Purchase Agreement.

     "Commission" means the Securities and Exchange Commission.

     "Common  Stock" means the  Company's  common  stock,  par value $.00001 per
share.

     "Debentures" means the Company's 3% Convertible Debentures delivered to the
Purchasers pursuant to the Purchase Agreement.
<PAGE>

     "Effectiveness  Date" means, with respect to a Registration  Statement,  in
the case of a Closing,  the earlier of the 120th day  following the execution of
the Purchase Agreement (or if such date is not a Business Day, the next Business
Day) and the fifth (5th)  Business Day after the date the Company is notified by
the Commission that such Registration Statement will not be reviewed.

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

     "Event" shall have the meaning set forth in Section 6 hereof.

     "Event Date" shall have the meaning set forth in Section 6 hereof.

     "Escrow  Agreement" means the escrow  agreement,  by and among the Company,
KGL and the Purchasers,  entered into on the date hereof,  which is incorporated
herein by reference.

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

     "Execution  Date"  means  the  day the  Purchase  Agreement  and the  other
Transaction Documents are executed by the parties.

     "Filing  Date" means the day the  Registration  Statement is filed with the
Commission,  which  date shall be as soon as  practicable,  but in no event more
than 30 days, after the Execution Date.

     "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  8(c)
hereof.

     "Indemnifying  Party"  shall have the  meaning  set forth in  Section  8(c)
hereof.

     "Inspectors" shall have the meaning set forth in Section 3(m) hereof.

     "Losses" shall have the meaning set forth in Section 8(a) hereof.

     "New York Courts" shall have the meaning set forth in Section 10(h) hereof.

     "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.

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<PAGE>

     "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.

     "Records" shall have the meaning set forth in Section 3(m) hereof.

     "Registrable  Securities"  means  the  Warrant  Shares  and the  Underlying
Shares;  provided,  however,  that in order to account  for  adjustments  in the
conversion and exercise ratios, Registrable Securities shall include a number of
shares of Common Stock equal to no less than four (4) times the number of shares
of Common Stock into which the  Debentures  are  convertible in full, at the Per
Share Market Value on the date of execution of the Purchase  Agreement  together
with such number of Warrant Shares issuable upon exercise of the Warrants issued
on the Closing.

     "Registration Statement" means the registration statement,  contemplated by
Section 2(a) hereof,  including 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 158" means Rule 158  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.

     "Securities Act" means the Securities Act of 1933, as amended.

     "Underlying  Shares"  shall mean the shares of Common  Stock into which the
Debentures  are  convertible in accordance  with the Purchase  Agreement and the
Debentures.

     "Underwritten Registration" or "Underwritten Offering" means a registration
in connection  with which  securities of the Company are sold to an  underwriter
for sale to the public pursuant to an effective registration statement.

                                       3
<PAGE>

     "Warrants"  means the Common Stock purchase  warrants of the Company issued
in accordance with the terms of the Purchase Agreement.

     "Warrant Shares" means the shares of Common Stock issuable upon exercise of
the Warrants.

     2. Shelf Registration.

     (a) As soon as practicable after the date of this Agreement (the "Execution
Date"),  the  Company  shall  prepare  and file  with the  Commission  a "Shelf"
Registration  Statement  covering  the  issuance  or 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 or another appropriate form
permitting  registration of Registrable  Securities for issuance to or resale by
the  Holders in the manner or manners  designated  by them  (including,  without
limitation, public or private sales and one or more Underwritten Offerings). The
Company  shall  (i) not  permit  any  securities   other  than  the  Registrable
Securities to be included in the  Registration  Statement except as provided for
in Section 7(b)  hereof and (ii) use its best efforts to cause the  Registration
Statement  to be  declared  effective  under the  Securities  Act as promptly as
practicable   after  the  filing  thereof,   but  in  any  event  prior  to  the
Effectiveness  Date,  and  to  keep  such  Registration  Statement  continuously
effective  under the Securities Act until the date which is five years after the
date of this  Agreement  or such earlier  date when all  Registrable  Securities
covered by such Registration Statement have been sold or may be sold pursuant to
Rule 144 as  determined  by the  counsel to the  Company  pursuant  to a written
opinion  letter,  addressed to the Holders,  to such effect (the  "Effectiveness
Period");  provided,  however, 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  to  suspend  the
effectiveness of the Registration  Statement under the Securities Act during the
Effectiveness Period,  unless the Company,  after consultation with its counsel,
determines that 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.  Should the Registration Statement not
relate  to  the  maximum  number  of  Registrable  Securities  acquired  by  (or
potentially  acquirable  by) the  Holders  upon  conversion  or  exercise of the
Debentures and the Warrants (because of the  indeterminable  number of shares of
Common Stock issuable upon conversion or exercise thereof), the Company shall be
required  to  file  a  separate  registration   statement  (utilizing  Rule  462
promulgated  under  the  Securities  Act,  where  applicable)  relating  to such
Registrable  Securities which then remain  unregistered.  The provisions of this
Agreement shall relate to such separate registration  statement as if it were an
amendment to such Registration Statement.

     (b) If the Holders of a majority of the Registrable Securities so elect and
inform the Company in writing a  reasonable  time prior to the Filing  Date,  an
offering of Registrable Securities pursuant to the Registration Statement may be
effected in the form of an  Underwritten  Offering.  In such  event,  and if the
managing  underwriter or the  representative  of the several  underwriters  (the
"Representative")  advises the Company and such Holders in writing  that, in the
Representative's  opinion,  the number of Registrable  Securities proposed to be
sold in such offering exceeds the number of Registrable  Securities which can be
sold in such offering, there shall be included in such Underwritten Offering the
amount  of  such   Registrable   Securities   which,  in  the  opinion  of  such
Representative,  can be sold,  and such amount shall be allocated pro rata among
the  Holders  proposing  to sell  Registrable  Securities  in such  Underwritten
Offering.

                                       4
<PAGE>

     (c) If any of the Registrable  Securities are to be sold in an Underwritten
Offering,  the investment  banker or investment  bankers and manager or managers
that will  administer the offering will be selected by the Holders of a majority
of the Registrable  Securities  included in such offering,  with the approval of
the Company,  which shall not be unreasonably withheld or delayed. No Holder may
participate in any Underwritten Offering hereunder unless such Holder (i) agrees
to sell its  Registrable  Securities on the basis  provided in any  underwriting
agreements   approved  by  the  Persons  entitled   hereunder  to  approve  such
arrangements  and  (ii) completes  and  executes all  questionnaires,  powers of
attorney,  indemnities,  underwriting  agreements and other  documents  required
under the terms of such arrangements.

     3. Registration  Procedures.  In connection with the Company's registration
obligations hereunder, the Company shall:

     (a) Prepare and file with the  Commission  within the time period set forth
in Section 2 a Registration  Statement on Form S-3 or another  appropriate  form
permitting  registration  of Registrable  Securities for issuance to the Holders
and the resale thereof in accordance  with the method or methods of distribution
thereof  as  specified  by the  Holders,  and use its best  efforts to cause the
Registration  Statement  to become  effective  and remain  effective as provided
herein; provided,  however that, subject only to the provision by the Holders to
the  Company in  writing  of  information  requested  in writing by the  Company
relating  to  the  Holders'  proposed  method  of  distribution  of  Registrable
Securities  and such other  information  required by law, not less than ten (10)
days prior to the filing of the Registration Statement or any related Prospectus
or any amendment (pre or post  effective) 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, their counsel and any
managing underwriters,  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, their counsel and such
managing  underwriters,  and (ii) cause its officers and directors,  counsel and
independent  certified public  accountants to respond to such inquiries as shall
be necessary,  in the opinion of the respective counsel to such Holders and such
underwriters,  to conduct a reasonable  investigation  within the meaning of the
Securities  Act.  The  Holders  shall  have  five  days  after  receipt  of  the
Registration  Statement or any related Prospectus or any amendment or supplement
thereto to comment on or object to the  filing of such  documents.  The  Company
shall  not  file  the  Registration  Statement  or any  such  Prospectus  or any
amendments or  supplements  thereto  without  including any comments  reasonably
requested  by the  Holders  and shall not file any such  documents  to which the
Holders of a majority  of the  Registrable  Securities,  their  counsel,  or any
managing  underwriters,  shall object;  provided,  however, that the counting of
days for  determining  whether the Company has complied with the Filing Date and
Effectiveness Date requirements for purposes of this Agreement shall not include
any days during the period  commencing  with such  objection and ending when the
Person objecting  subsequently consents to the filing of such documents.  On the
date of effectiveness of any Registration  Statement,  the Company shall furnish
an  opinion,  dated as of such  date,  from  counsel  representing  the  Company
addressed to the Holders of the  Registrable  Securities and in form,  scope and
substance  as is  customarily  given in an  underwritten  public  offering.  The
Company  shall also use its best efforts to cause to be furnished on the date of
effectiveness of any Registration Statement, a letter, dated such date, from the
Company's  independent  certified public accountants in form and substance as is
customarily given by independent certified public accountants to underwriters in
an  underwritten  public  offering,  addressed to the Holders of the Registrable
Securities.

                                       5
<PAGE>

     (b) (i) Prepare and file with the  Commission  such  amendments,  including
post-effective  amendments, to the Registration Statement as may be necessary to
keep the Registration  Statement  continuously effective for the applicable time
period;  (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 (or any similar provisions then in force) promulgated under
the  Securities  Act;  (iii) respond as promptly as  practicable to any comments
received from the Commission with respect to the  Registration  Statement or any
amendment thereto; and (iv) comply with the provisions of the Securities Act and
the Exchange Act with respect to the registration 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, their counsel
and any managing underwriters immediately (and, in the case of (i)(A) below, not
less than three  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;
and  (B)  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 the Registration  Statement becomes stale and is no
longer  effective;  (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  that  makes  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.

                                       6
<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) If requested by any  Representative or the Holders of a majority of the
Registrable  Securities to be sold in connection with an Underwritten  Offering,
(i) promptly  incorporate in a Prospectus supplement or post-effective amendment
to the Registration Statement such information as such managing underwriters and
such  Holders  reasonably  agree  should be  included  therein and (ii) make all
required filings of such Prospectus supplement or such post-effective  amendment
as soon as  practicable  after the  Company  has  received  notification  of the
matters to be  incorporated  in such  Prospectus  supplement  or  post-effective
amendment; provided, however, that the Company shall not be required to take any
action  pursuant to this  Section 3(e)  unless in the opinion of counsel for the
Company such action is required by applicable law.

     (f) Furnish to each  Holder,  its counsel and any  Representative,  without
charge,  at least one  complete  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.

     (g) Promptly deliver to each Holder, its counsel,  and any  Representative,
without charge, as many copies of the Prospectus or Prospectuses (including each
form of prospectus  forming part of the effective  Registration  Statement)  and
each amendment or supplement thereto as such Persons may reasonably request; and
the Company  hereby  agrees to respond in writing to a written  request from the
Purchasers with respect to the effectiveness of such Prospectus.

     (h)  Prior  to any  public  offering  of  Registrable  Securities,  use its
reasonable  best  efforts to register or qualify or  cooperate  with the selling
Holders,  any Representative and their respective 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, Representative or underwriter 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,  however,  that the
Company  shall not be  required  to  qualify  generally  to do  business  in any
jurisdiction  where it is not then so qualified or to take any action that would
subject it to general  service of process in any such  jurisdiction  where it is
not then so subject or subject the  Company to any tax in any such  jurisdiction
where it is not then so subject.

     (i) Cooperate  with the Holders and the  Representative  to facilitate  the
timely  preparation  and  delivery  of  certificates   representing  Registrable
Securities  to be sold,  which  certificates  shall  be free of all  restrictive
legends,  except as required by applicable  law, and to enable such  Registrable
Securities to be in such  denominations and registered in such names as any such
Representative  or Holders may request at least three (3) Business Days prior to
any sale of Registrable Securities.

                                       7
<PAGE>

     (j) Upon the  occurrence  of any event  contemplated  by  Section  3(c)(vi)
hereof, as promptly as practicable, 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.

     (k) Use its best efforts to cause all  Registrable  Securities  relating to
such  Registration  Statement  to be listed or  quoted  on the  Nasdaq  National
Market, the Nasdaq SmallCap Market and any other securities exchange,  market or
over-the-counter  bulletin board, if any, on which similar  securities issued by
the  Company  are then  listed or quoted to the extent  required by the rules of
such exchange, market or other quotation system.

     (l) If the Registrable  Securities are included in a Registration Statement
filed in connection with an Underwritten  Offering,  the Company shall, (i) make
such  representations and warranties to such Holders as it agrees to make to the
underwriters in such Underwritten Public Offerings,  and confirm the same if and
when requested; (ii) enter into an indemnification agreement which shall contain
indemnification  provisions  and  procedures  no less  favorable  to the selling
Holders,  than those set forth in Section5 and (iii) deliver such  documents and
certificates as may be reasonably  requested by the Holders of a majority of the
Registrable  Securities  being sold,  their  counsel and any  Representative  to
evidence the  continued  validity of the  representations  and  warranties  made
pursuant to clause 3(1)(i).

     (m)  Make  available  for  inspection  by  (i) Holders  of the  Registrable
Securities,  (ii) any  underwriter  participating in any disposition pursuant to
the  Registration  Statement,  (iii) one  firm  of  attorneys  and  one  firm of
accountants  or other  agents  retained by the  Holders,  and  (iv) one  firm of
attorneys  retained  by all the Holders  (collectively,  the  "Inspectors")  all
pertinent  financial and other records,  and pertinent  corporate  documents and
properties of the Company (collectively,  the "Records"), as shall be reasonably
deemed  necessary by each Inspector to enable each Inspector to exercise its due
diligence  responsibility,  and  cause the  Company's  officers,  directors  and
employees to supply all information  which any Inspector may reasonably  request
for purposes of such due diligence; provided, however, that each Inspector shall
hold in confidence and shall not make any disclosure  (except to an Investor) of
any Record or other information which the Company determines in good faith to be
confidential,  and of which determination the Inspectors are so notified, unless
(a)  the  disclosure  of such  Records  is  necessary  to  avoid  or  correct  a
misstatement or omission in any Registration Statement,  (b) the release of such
Records  is  ordered  pursuant  to a  subpoena  or other  order  from a court or
government  body  of  competent  jurisdiction,  or (c) the  information  in such
Records has been made generally available to the public other than by disclosure
in violation of this or any other  agreement.  The Company shall not be required
to disclose any confidential  information in such Records to any Inspector until
and unless such Inspector shall have entered into confidentiality agreements (in
form and  substance  satisfactory  to the Company) with the Company with respect
thereto,  substantially  in the  form of  this  Section  3(m).  Each  Holder  of
Registrable  Securities  agrees that it shall,  upon learning that disclosure of
such  Records  is  sought  in or by a court  or  government  body  of  competent
jurisdiction or through other means, give prompt notice to the Company and allow
the  Company,  at its  expense,  to  undertake  appropriate  action  to  prevent
disclosure  of,  or to  obtain  a  protective  order  for,  the  Records  deemed
confidential.  Nothing  herein shall be deemed to limit the Holders'  ability to
sell  Registrable  Securities  in a manner  which is otherwise  consistent  with
applicable laws and regulations.

                                       8
<PAGE>

     (n) Comply with all applicable  rules and regulations of the Commission and
make generally  available to its security holders earning statements  satisfying
the  provisions of  Section 11(a)  of the  Securities Act and Rule 158 not later
than  forty-five  (45) days after the end of any 12-month period (or ninety (90)
days  after  the end of any  12-month  period if such  period is a fiscal  year)
(i) commencing at the end of any fiscal quarter in which Registrable  Securities
are sold to  underwriters  in a firm  commitment  or best  efforts  Underwritten
Offering and (ii) if not sold to underwriters in such an offering, commencing on
the first (1st) day of the first (1st) fiscal  quarter of the Company  after the
effective date of the Registration Statement.

     (o) At such time as the Registration  Statement has been declared effective
by the Commission covering a resale of any Registrable  Securities,  the Company
shall  cause its legal  counsel  to deliver to the  Transfer  Agent an  opinion,
subject to the holders of any Registrable Securities making such representations
and  warranties  to Company  counsel  as it may  require,  certifying  that such
Registrable  Securities may be sold by the Holders pursuant to such Registration
Statement with the  purchasers  thereof  receiving  share  certificates  without
restrictive  legend,  which  opinion  shall  remain  effective  so  long as such
Registration  Statement  remains in full force and effect. In the event that, at
any time, such Registration Statement ceases to be effective,  the Company shall
immediately deliver written notice thereof to the Transfer Agent and the Holders
stating that the opinion of the Company's  legal counsel may no longer be relied
upon by the  Transfer  Agent  (unless and until an  additional  or  amended,  as
applicable, Registration Statement is so declared effective (with respect to the
resale of such Registrable Securities)).

     (p) Provide a CUSIP number for all Registrable  Securities,  not later than
the effective date of the Registration Statement.

     (q) The  Company  shall  take all  such  other  actions  as any  Holder  of
Registrable  Securities or the underwriters,  if any, may reasonably  request in
order to expedite or facilitate the disposition of the Registration Securities.

     The Company may require each selling Holder and the underwriters to furnish
to the Company such  information  regarding the distribution of such Registrable
Securities  and  the  Holder  as is  required  by  law  to be  disclosed  in the
Registration  Statement  and as may  otherwise  be  reasonably  requested by the
Company, including, without limitation, information necessary for the Company to
respond to the comments from the Commission and/or state securities authorities,
and the Company may exclude from such registration the Registrable Securities of
any such Holder who  unreasonably  fails to furnish  such  information  within a
reasonable time after receiving such request, and such Holder shall be deemed to
have violated this Registration  Rights Agreement for purposes of Section 6.2 of
the Purchase Agreement.

                                       9
<PAGE>

     If the Registration  Statement refers to any Holder by name or otherwise as
the holder of any  securities  of the  Company,  then such Holder shall have the
right to require (i) the  inclusion  therein of language,  in form and substance
reasonably  satisfactory to such Holder and the Company,  to the effect that the
ownership  by  such  Holder  of  such  securities  is not to be  construed  as a
recommendation  by  such  Holder  of the  investment  quality  of the  Company's
securities  covered  thereby  and that such  ownership  does not imply that such
Holder will assist in meeting any future financial  requirements of the Company,
or (ii) if such reference to such Holder by name or otherwise is not required by
the Securities Act or any similar federal statute then in force, the deletion of
the reference to such Holder in any amendment or supplement to the  Registration
Statement filed or prepared subsequent to the time that such reference ceases to
be required.

     Each Purchaser  covenants and agrees that (i) it will not offer or sell any
Registrable  Securities under the  Registration  Statement until it has received
copies of the  Prospectus as then amended or  supplemented  as  contemplated  in
Section 3(g) hereof and notice from the Company that such Registration Statement
and any post-effective  amendments thereto have become effective as contemplated
by Section 3(c) hereof and (ii) each  Purchaser  and its officers,  directors or
Affiliates, if any, will comply with the prospectus delivery requirements of the
Securities  Act as applicable to them in  connection  with sales of  Registrable
Securities pursuant to the Registration Statement.

     Each Holder agrees by its acquisition of such Registrable  Securities that,
upon receipt of a written notice from the Company of the occurrence of any event
of the type  described  in  Section 3(c)(ii),  3(c)(iii),  3(c)(iv),  3(c)(v) or
3(c)(vi)  hereof,  such Holder will  forthwith  discontinue  disposition of such
Registrable Securities until such Holder's receipt of copies of the supplemented
Prospectus and/or amended  Registration  Statement  contemplated by Section 3(j)
hereof,  or until it is advised in  writing 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.

     4. Registration Expenses.

     (a) 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 the
Registration  Statement  is filed or becomes  effective  and  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  with  respect  to filings  (A) required  to be made with the
National  Association of Securities  Dealers,  Inc. and (B) in  compliance  with
state  securities  or Blue Sky laws  (including,  without  limitation,  fees and
disbursements of counsel for the underwriters or Holders in connection with Blue
Sky  qualifications  of the  Registrable  Securities  and  determination  of the
eligibility of the Registrable  Securities for investment under the laws of such
jurisdictions  as the  Representative,  if any,  or  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
Representative,  if any,  or 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,
(v) fees and  disbursements  of all  independent  certified  public  accountants
referred to in Section 3(a)(ii), (vi) Securities Act liability insurance, if the
Company so desires  such  insurance,  and  (vii) 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,  the
fees and expenses  incurred in  connection  with the listing of the  Registrable
Securities on any securities  exchange on which similar securities issued by the
Company are then listed.

                                       10
<PAGE>

     (b) Notwithstanding  anything contained to the contrary herein, the Holders
shall be responsible for the cost of  underwriting  discounts and commissions if
any,  applicable  to the  Registrable  Securities  and the fees and  expenses of
counsel to any of the Holders.

     5. Indemnification.

     (a)  Indemnification  by the Company.  The Company  shall,  notwithstanding
termination of this Agreement and without  limitation as to time,  indemnify and
hold  harmless each Holder,  the  officers,  directors,  agents  (including  any
underwriters  retained  by such Holder in  connection  with the offer or sale of
Registrable Securities),  brokers,  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 solely to the extent that (i) such untrue  statements or
omissions are based solely upon  information  regarding such Holder furnished in
writing to the Company by or on behalf of such Holder expressly for use therein,
which  information  was relied on by the  Company  for use  therein or (ii) such
information  relates  to  such  Holder  or  such  Holder's  proposed  method  of
distribution  of  Registrable  Securities  and was  furnished  in writing to the
Company by or on behalf of such Holder  expressly  for use therein.  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.

                                       11
<PAGE>

     (b)  Indemnification  by  Holders.  In  connection  with  the  Registration
Statement,  each Holder shall furnish to the Company in writing such information
as the Company  reasonably  requests for use in connection with the Registration
Statement or any Prospectus and agrees,  severally and not jointly, to indemnify
and hold harmless the Company, their 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 the  Registration  Statement,  any Prospectus,  or any form of
prospectus,  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  solely to the  extent,  and only to the  extent,  that
(i) such untrue statement or omission is contained in any information  furnished
in writing by such  Holder to the  Company  specifically  for  inclusion  in the
Registration  Statement or such Prospectus and such  information was relied upon
by the Company for use in the  Registration  Statement,  such Prospectus or such
form of  prospectus,  or (ii) such  information  relates to such  Holder or such
Holder's  proposed  method of  distribution  of  Registrable  Securities and was
furnished in writing by or on behalf of such Holder to the Company  specifically
for  inclusion  in the  Registration  Statement  or  such  Prospectus  and  such
information  was  relied  upon  by the  Company  for  use  in  the  Registration
Statement,  such  Prospectus  or  such  form of  prospectus.  In  addition,  the
foregoing  shall  not  inure  to the  benefit  of any  Holder  if a copy  of the
Prospectus  (as then amended or  supplemented)  was  furnished by the Company to
such  Holder  and was not sent or given by or on behalf  of such  Holder to such
Holder's purchaser of Registrable  Securities if required by law to have been so
delivered.

     (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 promptly shall 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.

     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 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 of the
claim  against  the  Indemnified  Party but will retain the right to control the
overall  Proceedings out of which the claim arose,  and counsel  employed by the
Indemnified  Party  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.

                                       12
<PAGE>

     All fees and  expenses of the  Indemnified  Party to which the  Indemnified
Party is  entitled  hereunder  (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 (10) Business Days of written notice
thereof to the Indemnifying Party.

     (d) Contribution. If a claim for indemnification under Section 5(a) or 5(b)
is  unavailable  to  an  Indemnified  Party  or is  insufficient  to  hold  such
Indemnified Party harmless for any Losses in respect of which this Section would
apply  by its  terms  (other  than by  reason  of  exceptions  provided  in this
Section), 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,  (i) in such proportion as is appropriate to reflect
the relative benefits received by the Indemnifying Party on the one hand and the
Indemnified  Party  on the  other  from  the  distribution  of  the  Registrable
Securities  or (ii) if the  allocation  provided  by  clause  (i)  above  is not
permitted by applicable law, in such proportion as is appropriate to reflect not
only the relative benefits referred to in clause (i) above but also 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 benefits received by the
Indemnified  Party  and the  Indemnifying  Party,  as the case may be,  shall be
deemed to be in the same  proportion  as the total net proceeds  received by the
Company from the initial sale of the  Registrable  Securities  by the Company to
the Purchasers  pursuant to the Purchase  Agreement and the Warrants bear to the
gain,  if any,  realized by the  selling  Holder  upon the resale  thereof.  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 attorneys' or other 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.

                                       13
<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 Purchaser  shall be
required to contribute,  in the aggregate, any amount in excess of the amount by
which the  proceeds  actually  received by such  Purchaser  from the sale of the
Registrable  Securities  subject  to the  Proceeding  exceeds  the amount of any
damages that such Purchaser has otherwise been required to pay by reason of such
untrue or alleged untrue  statement or omission or alleged  omission.  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 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. Rule 144.

     The  Company  shall file the  reports  required to be filed by it under the
Securities  Act and the Exchange Act in a timely  manner and, if at any time the
Company is not required to file such reports, they will, upon the request of any
Holder, make publicly available other information so long as necessary to permit
sales of its securities pursuant to Rule 144. The Company further covenants that
it will take such further  action as any Holder may reasonably  request,  all to
the extent required from time to time to enable such Holder to sell  Registrable
Securities  without  registration under the Securities Act within the limitation
of the  exemptions  provided by Rule 144.  Upon the  request of any Holder,  the
Company  shall  deliver  to  such  Holder  a  written  certification  of a  duly
authorized officer as to whether it has complied with such requirements.

     7. Miscellaneous.

     (a) Remedies. In the event of a breach by the Company or by a Holder of any
of their  respective  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, after the Closing, to specific performance of its rights under
this  Agreement.  The  Company and each Holder  agree that,  after the  Closing,
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  Piggyback on  Registrations.  Except as provided in Section 4.23 of
the  Purchase  Agreement,  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 enter into any agreement providing any such
right to any of its security holders.

                                       14
<PAGE>

     (c) Amendments  and Waivers.  This Agreement may be amended and the Company
may take  any  action  herein  prohibited,  or omit to  perform  any act  herein
required to be  performed  by it, only if the Company  shall have  obtained  the
written consent to such  amendment,  action or omission to act, of the Holder or
Holders of 51% or more of the  shares of  (i) Registrable  Securities  issued at
such time plus (ii) Registrable  Securities issuable upon exercise or conversion
of any  Debentures  and any  Warrants  that  have not been  fully  converted  or
exercised as of the date such consent is sought.  Each Holder of any Registrable
Securities at the time or thereafter  outstanding  shall be bound by any consent
authorized by this Section  10(c),  whether or not such  Registrable  Securities
shall have been marked to indicate such consent.

     (d) Notices. Any notice or other communication  required or permitted to be
given  hereunder  shall be in writing and shall be deemed to have been  received
(a) upon hand delivery (receipt acknowledged) or delivery by telex (with correct
answer back  received),  telecopy or facsimile (with  transmission  confirmation
report) at the address or number  designated  below (if  delivered on a business
day during normal  business  hours where such notice is to be received),  or the
first  business  day  following  such  delivery  (if  delivered  other than on a
business day during normal  business  hours where such notice is to be received)
or (b) on the second (2nd) business day following the date of mailing by express
courier  service,  fully  prepaid,  addressed  to such  address,  or upon actual
receipt of such  mailing,  whichever  shall first occur.  The addresses for such
communications shall be:

                  If to the Company:        Fusion Networks Holdings, Inc.
                                            8115 NW 29th Street
                                            Miami, FL 33122
                                            Attn:  Gary Goldfarb, President
                                            Tel:  (305) 477-6701
                                            Fax:  (305) 477-6703

                  With copies to:           Vanderkam & Sanders
                                            440 Louisiana, Suite 475
                                            Houston, Texas 77002
                                            Attn:  Michael Sanders, Esq.
                                            Tel:  (713) 547-8900
                                            Fax:  (713) 547-8910

                  If to the Purchasers:     See  Schedule  1 - Schedule
                                            of Purchasers
                                            (attached to the Purchase Agreement)

                                       15
<PAGE>

                  With copies to:           Kaplan Gottbetter & Levenson, LLP
                                            630 Third Avenue
                                            New York, NY 10017-6705
                                            Attn:  Adam S. Gottbetter, Esq.
                                            Tel:  (212) 983-6900
                                            Fax:  (212) 983-9210

     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.

     (e)  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.

     (f)  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.

     (g) Governing Law;  Submission to Jurisdiction;  Waiver of Jury Trial. This
Agreement  shall be governed by and construed in accordance with the laws of the
State of New York without regard to principles  thereof relating to the conflict
of laws. Each of the Company and each Holder (including  Warrant Holders) hereby
irrevocably  submits to the  jurisdiction of any New York state court sitting in
the City and  county of New York or any  federal  court  sitting in the City and
County of New York  (collectively,  the "New York  Courts")  in  respect  of any
Proceeding arising out of or relating to this Agreement and irrevocably  accepts
for  itself  and in  respect of its  property,  generally  and  unconditionally,
jurisdiction  of the New  York  Courts.  Each of the  Company  and  each  Holder
(including  Warrant  Holders)  irrevocably  waives to the fullest  extent it may
effectively  do so  under  applicable  law  any  objection  that  it may  now or
hereafter have to the laying of the venue of any such Proceeding  brought in any
New York  Court and any claim that any such  Proceeding  brought in any New York
Court has been brought in an inconvenient forum.

     (h) Cumulative  Remedies.  The remedies  provided herein are cumulative and
not exclusive of any remedies provided by law.

     (i) 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.

                                       16
<PAGE>

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

     (k) 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 a Purchaser or transferees or successors or assigns  thereof if such
Persons are deemed to be Affiliates  solely by reason of their  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.

                         [Signatures on following page]



                                       17
<PAGE>

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

                                            Company:

                                            FUSION NETWORKS HOLDINGS, INC.




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


                                            Purchaser:

                                            GEM GLOBAL YIELD FUND LIMITED




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