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                                                                   Exhibit 10.59

                              AMENDED AND RESTATED

                          REGISTRATION RIGHTS AGREEMENT


         THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this
"Agreement") is entered into as of June 5, 2000 between AppliedTheory
Corporation, a Delaware corporation with offices at 1500 Broadway, 3rd Floor,
New York, New York 10036 (the "COMPANY") and each of the entities listed under
"INVESTORS" on the signature page hereto (each an "INVESTOR" and collectively
the "INVESTORS"), each with offices at the address listed under such Investor's
name on Schedule I hereto. Capitalized terms used herein and not otherwise
defined shall have the meaning ascribed thereto in that certain Amended and
Restated Purchase Agreement between the parties hereto of even date (the
"Purchase Agreement"), the Warrants (as defined in the Purchase Agreement) or
the Debentures (as defined in the Purchase Agreement).

                              W I T N E S S E T H:

         WHEREAS, effective June 5, 2000, the Company and the Investors entered
into a Registration Rights Agreement;

         WHEREAS, the Company and the Investors desire to amend as of June 5,
2000, and to restate as amended, such Registration Rights Agreement as this
Amended and Restated Registration Rights Agreement;

         WHEREAS, the Company and the Investors hereby agree to amend and
restate the Registration Rights Agreement so that, as amended and restated, it
reads as follows:

         1. Certain Definitions. As used in this Agreement, the following terms
shall have the following respective meanings:

         "CLOSING" and "CLOSING DATE" shall have the meanings ascribed to such
terms in the Purchase Agreement.

         "CONVERSION PRICE" shall have meaning ascribed to such term in Section
5(b) of the Debenture.

         "CONVERSION VALUE" shall mean the value that a Holder would be entitled
to receive upon (i) conversion of the Debenture at the lowest conversion price
then available to the Holder under its Debenture, without reference to Section
13 thereof, followed by (ii) the subsequent sale of the Common Shares received
thereby at the greater of the Market Price for Shares of Common Stock in
existence at the time (A) of the closing of a redemption of a Debenture or (B)
of the event triggering the right to redemption.

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

         "DEBENTURES" shall have the meaning ascribed to such term in the
Purchase Agreement.
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         "DEFAULT PAYMENT" shall mean a payment on the Outstanding Principal
Amount held by the relevant Holder at the Default Rate.

         "DEFAULT RATE" shall mean the following:

                  (a) with respect to Section 2(b)(i):

                           (i) for the first thirty-day period (or portion
                  thereof) that the Interfering Event exists, 0.5% of the
                  Outstanding Principal Amount; and

                           (ii) for the second thirty-day period (or portion
                  thereof) that the Interfering Event exists, an additional 1.0%
                  of the Outstanding Principal Amount; and

                           (iii) for each thirty-day period (or portion thereof)
                  thereafter that the Interfering Event exists, an additional
                  0.5% of the Outstanding Principal Amount (so that, for
                  example, if an Interfering Event described in Section 2(b)(i)
                  were to persist for more than 90 days, the Default Rate for
                  days 91-120 would be 2% of the Outstanding Principal Amount).

                  (b) with respect to Section 2(b)(ii), (iii) and (iv) hereof:
(i) for the first thirty-day period (or portion thereof) that the Interfering
Event exists, 2.0% of the Outstanding Principal Amount; and (ii) for each
additional thirty-day period (or portion thereof) thereafter that the
Interfering Event exists, an additional 1.5% of the Outstanding Principal
Amount.

         "HOLDER" and "HOLDERS" shall mean the Investor or the Investors,
respectively, and any transferee of the Debentures, Warrants, Warrant Shares or
Common Shares or Registrable Securities which have not been sold to the public
to whom the registration rights conferred by this Agreement have been
transferred in compliance with this Agreement.

         "INTERFERING EVENTS" shall have the meaning set forth in Section 2(b).

         "MARKET PRICE FOR SHARES OF COMMON STOCK" shall have the meaning
ascribed to such term in the Debentures.

         "OUTSTANDING PRINCIPAL AMOUNT" shall have the meaning ascribed to such
term in the Debentures.

         "PREMIUM REDEMPTION PRICE" shall mean the following:

                  (a) as to the Debentures, the greater of (i) 120% of the
Outstanding Principal Amount and (ii) the Conversion Value;

                  (b) as to the Common Shares and/or Warrant Shares, 120% of the
dollar amount which is the product of (i) the number of shares to be redeemed,
and (ii) the Market Price for Shares of Common Stock in existence at the time
(x) of the closing


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of a redemption of the Common Shares and/or Warrant Shares (as applicable) or
(y) of the event triggering the right to redemption, whichever results in a
greater Premium Redemption Price.

                  (c) as to the Warrants, 120% of the dollar amount which is the
product of (i) the number of Common Shares and/or Warrant Shares to be issued to
the Holder upon exercise of such Warrants multiplied by (ii) the Market Price
for Shares of Common Stock in existence at the time (x) of the closing of the
redemption of the Warrants or (y) of the event triggering the right to
redemption, whichever results in a greater Premium Redemption Price.

         "PUT NOTICE" shall have the meaning set forth in Section 2(b)(i)(B).

         "REGISTRABLE SECURITIES" shall mean: (a) the Common Shares and Warrant
Shares issued or issuable to each Holder or its permitted transferee or designee
upon conversion of the Debentures or exercise of the Warrants, as applicable, or
upon any stock split, stock dividend, recapitalization or similar event with
respect to such Common Shares or Warrant Shares; (b) any securities issued or
issuable to each Holder upon the conversion, exercise or exchange of any
Debentures, Warrants, Warrant Shares or Common Shares; and (c) any other
security of the Company issued as a dividend or other distribution with respect
to, conversion or exchange of, or in replacement of, Registrable Securities.

         The terms "REGISTER", "REGISTERED" and "REGISTRATION" shall refer to a
registration effected by preparing and filing a registration statement in
compliance with the Securities Act and applicable rules and regulations
thereunder, and the declaration or ordering of the effectiveness of such
registration statement.

         "REGISTRATION EXPENSES" shall mean all expenses to be incurred by the
Company in connection with each Holder's registration rights under this
Agreement, including, without limitation, all registration and filing fees,
printing expenses, fees and disbursements of counsel for the Company, "BLUE SKY"
fees and expenses, reasonable fees and disbursements of counsel to Holders
(using a single counsel selected by a majority in interest of the Holders) for a
"due diligence" examination of the Company and review of the Registration
Statement and related documents, and the expense of any special audits incident
to or required by any such registration (but excluding the compensation of
regular employees of the Company, which shall be paid in any event by the
Company).

         "REGISTRATION STATEMENT" shall have the meaning set forth in Section
2(a) herein.

         "REGULATION D" shall mean Regulation D as promulgated pursuant to the
Securities Act, and as subsequently amended.

         "SECURITIES ACT" or "ACT" shall mean the Securities Act of 1933, as
amended.

         "SELLING EXPENSES" shall mean all underwriting discounts and selling
commissions applicable to the sale of Registrable Securities, all fees and
disbursements of counsel for Holders not included within "Registration Expenses"
and if the Holders


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engage a third party as an underwriter for the purpose of distributing
Registrable Securities on an underwritten basis, the fees and expenses of such
underwriting and any additional expenses of an accountant incurred in order to
obtain a "Comfort Letter."

         2. Registration Requirements. The Company shall use its best efforts to
effect the registration of the Registrable Securities (including without
limitation the execution of an undertaking to file post-effective amendments,
appropriate qualification under applicable "Blue Sky" or other state securities
laws and appropriate compliance with applicable regulations issued under the
Securities Act) as would permit or facilitate the sale or distribution of all
the Registrable Securities in the manner (including manner of sale) reasonably
requested by the Holder and in all U.S. jurisdictions. Such best efforts by the
Company shall include the following:

                  (a) The Company shall, as expeditiously as reasonably possible
after the Closing Date:

                           (i) But in any event within 30 days thereafter,
                  prepare and file a registration statement with the Commission
                  on Form S-3 under the Securities Act (or in the event that the
                  Company is ineligible to use such form, such other form as the
                  Company is eligible to use under the Securities Act) covering
                  the Registrable Securities (such registration statement,
                  including any amendments or supplements thereto and
                  prospectuses contained therein, is referred to herein as the
                  "REGISTRATION STATEMENT"), which Registration Statement, to
                  the extent allowable under the Securities Act and the rules
                  promulgated thereunder (including Rule 416), shall state that
                  such Registration Statement also covers such number of
                  additional shares of Common Stock as may become issuable to
                  prevent dilution resulting from stock splits, stock dividends
                  or similar events. The number of shares of Common Stock
                  initially included in such Registration Statement shall be no
                  less than the sum of (A) 18,000,000, subject to appropriate
                  adjustment for adjustments under Section 8 of the Debentures,
                  plus (B) two times the number of Warrant Shares issuable upon
                  exercise of the Warrants in each case without regard to any
                  limitation on the Investor's ability to convert the Debentures
                  or Warrants. Thereafter, the Company shall use its best
                  efforts to cause such Registration Statement to be declared
                  effective as soon as practicable, and in any event prior to
                  120 days following the Closing Date. The Company shall provide
                  Holders and their legal counsel reasonable opportunity to
                  review any such Registration Statement or amendment or
                  supplement thereto prior to filing.

                           (ii) Prepare and file with the SEC such amendments
                  and supplements to such Registration Statement and the
                  prospectus used in connection with such Registration Statement
                  as may be necessary to comply with the provisions of the Act
                  with respect to the disposition of all securities covered by
                  such Registration Statement in accordance with the intended
                  methods of disposition by the seller thereof as set forth in
                  the Registration Statement and notify the Holders of the
                  filing and


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                  effectiveness of such Registration Statement and any
                  amendments or supplements.

                           (iii) After the registration, furnish to each Holder
                  such numbers of copies of a current prospectus conforming with
                  the requirements of the Act, copies of the Registration
                  Statement, any amendment or supplement thereto and any
                  documents incorporated by reference therein and such other
                  documents as such Holder may reasonably require in order to
                  facilitate the disposition of Registrable Securities owned by
                  such Holder.

                           (iv) Use its best efforts to register and qualify the
                  securities covered by such Registration Statement under such
                  other securities or "Blue Sky" laws of all U.S. jurisdictions;
                  provided that the Company shall not be required in connection
                  therewith or as a condition thereto to qualify to do business
                  or to file a general consent to service of process in any such
                  states or jurisdictions.

                           (v) Notify each Holder immediately of the happening
                  of any event as a result of which the prospectus (including
                  any supplements thereto or thereof and any information
                  incorporated or deemed to be incorporated by reference
                  therein) included in such Registration Statement, as then in
                  effect, includes an untrue statement of material fact or omits
                  to state a material fact required to be stated therein or
                  necessary to make the statements therein not misleading in
                  light of the circumstances then existing, and, pursuant to
                  Section 2(f), use its best efforts to promptly update and/or
                  correct such prospectus.

                           (vi) Notify each Holder immediately of the issuance
                  by the Commission or any state securities commission or agency
                  of any stop order suspending the effectiveness of the
                  Registration Statement or the initiation of any proceedings
                  for that purpose. The Company shall use its best efforts to
                  prevent the issuance of any stop order and, if any stop order
                  is issued, to obtain the lifting thereof at the earliest
                  possible time.

                           (vii) Permit a single firm of counsel, designated as
                  Holders' counsel by the Holders of a majority of the
                  Registrable Securities included in the Registration Statement,
                  to review the Registration Statement and all amendments and
                  supplements thereto within a reasonable period of time prior
                  to each filing, and shall not file any document in a form to
                  which such counsel reasonably objects.

                           (viii) Use its best efforts to list the Registrable
                  Securities covered by such Registration Statement with all
                  securities exchange(s) and/or markets on which the Common
                  Stock is then listed and prepare and file any required filings
                  with the National Association of Securities Dealers, Inc. or
                  any exchange or market where the Common Stock is then traded.


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                           (ix) If applicable, take all steps necessary to
                  enable Holders to avail themselves of the prospectus delivery
                  mechanism set forth in Rule 153 (or successor thereto) under
                  the Act.

                  (b) Set forth below in this Section 2(b) are (I) events that
may arise that the Investors consider will interfere with the full enjoyment of
their rights under the Debentures, the Purchase Agreement and this Agreement
(the "INTERFERING EVENTS"), and (II) certain remedies applicable in each of
these events.

                  Paragraphs (i) through (iv) of this Section 2(b) describe the
                  Interfering Events, provide a remedy to the Investors if an
                  Interfering Event occurs and provide that the Investors may
                  require that the Company redeem outstanding Debentures at a
                  specified price if certain Interfering Events are not timely
                  cured.

                  Paragraph (v) provides, inter alia, that each Holder shall
                  have the option as to whether it would like to receive any
                  payment required as a remedy in the case of certain of the
                  Interfering Events in cash or shares of Common Stock.

                  Paragraph (vi) provides, inter alia, that if payments required
                  as the remedy in the case of certain of the Interfering Events
                  are not paid when due, the Company may be required by the
                  Investors to redeem outstanding Debentures at a specified
                  price.

                  Paragraph (viii) provides, inter alia, that the Investors have
                  the right to specific performance.

         The preceding paragraphs in this Section 2(b) are meant to serve only
as an introduction to this Section 2(b), are for convenience only, and are not
to be considered in applying, construing or interpreting this Section 2(b).

                           (i) Delay in Effectiveness of Registration Statement.

                                    (A) If the Registration Statement has not
                  been declared effective on or before April 11, 2001, the
                  Company shall pay in cash or Common Stock, as provided in
                  Section 2(b)(v), to each Holder a Default Payment, for each
                  thirty-day period (or portion thereof) that the Registration
                  Statement is not effective commencing on April 11, 2001, and
                  continuing thereafter until the Registration Statement becomes
                  effective. The April 11, 2001 deadline referred to in the
                  foregoing sentences shall be extended for the number of days
                  solely caused by such Holder's failure to comply with Section
                  9 hereof The Default Payments shall not in the aggregate
                  exceed the maximum percentage permitted by law.

                                    (B) If the Registration Statement has not
                  been declared effective on or before June 11, 2001, then each
                  Holder shall have the right to require the Company to redeem
                  the Debentures, Warrants, Common


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                  Shares and/or Warrant Shares in whole or in part at the
                  Premium Redemption Price set forth in clauses (a)(i), (b)
                  and/or (c) (only) of the definition thereof. Each Holder shall
                  exercise such right by providing the Company with written
                  notice thereof (the "PUT NOTICE"), which such Put Notice shall
                  include the type and amount of each security that the Holder
                  seeks to redeem and a date at least five (5) business days
                  from the date thereof on which the Holder seeks the redemption
                  to occur (the "REDEMPTION DATE"). Nothing herein shall be
                  construed as precluding the Holder from exercising its
                  conversion rights under the Debenture unless the Company
                  redeems the Debenture and pays the Premium Redemption Price
                  set forth above in full pursuant to Section 2(b)(i)(B).
                  Default Payments shall no longer accrue on Debentures after
                  such Debentures have been redeemed by the Company pursuant
                  hereto. The Holder's redemption rights under this paragraph
                  2(b)(i)(B) shall expire at such time that the Registration
                  Statement is declared effective.

                           (ii) No Listing; Premium Price Redemption for
                  Delisting of Class of Shares.

                                    (A) In the event that the Company fails,
                  refuses or is unable to cause the Registrable Securities
                  covered by the Registration Statement to be listed with the
                  Approved Market and each other securities exchange and market
                  on which the Common Stock is then traded at all times during
                  the period ("LISTING PERIOD") commencing the earlier of the
                  effective date of the Registration Statement or April 11,
                  2001, and continuing thereafter for so long as the Debentures
                  are outstanding, then the Company shall pay in cash or Common
                  Stock, as provided in Section 5(b)(v), to each Holder a
                  Default Payment for each 30-day period (or portion thereof)
                  during the Listing Period from and after such failure,
                  refusal or inability to so list the Registrable Securities
                  until the Registrable Securities are so listed, which Default
                  Payments shall not in the aggregate exceed the maximum
                  percentage permitted by law.

                                    (B) In the event that shares of Common Stock
                  of the Company are delisted from the Approved Market at any
                  time following the Closing Date and remain delisted for 5
                  consecutive business days, then at the option of each Holder
                  and to the extent such Holder so elects, the Company shall on
                  2 business days notice either (1) pay in cash or Common Stock
                  (as provided in Section 2(b)(v)) to such Holder a Default
                  Payment for each 30-day period that the shares are delisted or
                  (2) only during the continuance of such delisting, redeem the
                  Debentures and/or Warrants and/or Common Shares and/or Warrant
                  Shares held by such Holder, in whole or in part, at a
                  redemption price equal to the Premium Redemption Price (as
                  defined above); provided, however, that such Holder may revoke
                  such request at any time prior to receipt of payment of such
                  Default Payments or Premium Redemption Price, as the case may
                  be. Default payments shall no longer accrue on Debentures
                  after such


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                  Debentures have been redeemed by the Company pursuant to the
                  foregoing provision.

                           (iii) Blackout Periods. In the event any Holder is
                  unable to sell Registrable Securities under the Registration
                  Statement for more than (A) five (5) consecutive days or (B)
                  an aggregate of twenty (20) days in any 12 month period
                  ("SUSPENSION GRACE PERIOD"), including without limitation by
                  reason of a suspension of trading of the Common Stock on the
                  Approved Market, any suspension or stop order with respect to
                  the Registration Statement or the fact that an event has
                  occurred as a result of which the prospectus (including any
                  supplements thereto) included in such Registration Statement
                  then in effect includes an untrue statement of material fact
                  or omits to state a material fact required to be stated
                  therein or necessary to make the statements therein not
                  misleading in light of the circumstances then existing, or the
                  number of shares of Common Stock covered by the Registration
                  Statement is insufficient at such time to make such sales (a
                  "BLACKOUT"), then the Company shall pay in cash or Common
                  Stock (as provided in Section 2(b)(v)) to each Holder a
                  Default Payment for each 30-day period (or portion thereof)
                  from and after the expiration of the Suspension Grace Period,
                  which Default Payment shall not exceed the maximum percentage
                  permitted by law. In lieu of receiving the Default Payment as
                  provided above, a Holder shall have the right but not the
                  obligation to elect to have the Company redeem its Debentures
                  and Common Shares and Warrant Shares at the price equal to the
                  Premium Redemption Price.

                           (iv) Deficiency; Premium Price Redemption for
                  Conversion Deficiency. In the event that the Company does not
                  have a sufficient number of shares of Common Stock available
                  to satisfy the Company's obligations to any Holder upon
                  receipt of a Conversion Notice (as defined in the Debenture)
                  or a Notice of Exercise (as defined in the Warrants) or is
                  otherwise unable or unwilling to issue such shares of Common
                  Stock (including without limitation by reason of the limit
                  described in Section 10 below) in accordance with the terms of
                  the Debenture or Warrants, as the case may be, for any reason
                  after receipt of a Conversion Notice or Notice of Exercise,
                  then:

                                    (A) The Company shall pay in cash or Common
                  Stock (as provided in Section 2(b)(v)) to each Holder a
                  Default Payment for each 30-day period (or portion thereof)
                  that the Company fails or refuses to issue shares of Common
                  Stock in accordance with the Debenture or Warrant terms, which
                  Default Payment shall not exceed the maximum percentage
                  permitted by law; provided, however, that if such failure is
                  the result of there being insufficient shares authorized to
                  make such issuance, such amount shall not be payable if the
                  Company promptly (but in any event within ten (10) calendar
                  days) authorizes and issues such shares, and


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                                    (B) At any time five days after the
                  commencement of the running of the first 30-day period
                  described above in clause (A) of this paragraph (iv), subject
                  to Section 3.10(d) of the Purchase Agreement hereof, at the
                  request of any Holder pursuant to a redemption notice, the
                  Company promptly (1) shall purchase from such Holder, at a
                  purchase price equal to the Premium Redemption Price, the
                  Outstanding Principal Amount of Debentures or the Warrants, as
                  the case may be, equal to such Holder's pro rata share of the
                  Deficiency (as such term is defined below), if the failure to
                  issue such shares of Common Stock results from the lack of a
                  sufficient number thereof and (2) shall purchase all (or such
                  portion as such Holder may elect) of such Holder's Debentures
                  or Warrants at such Premium Redemption Price if the failure to
                  issue Common Shares or Warrant Shares results from any other
                  cause. The "DEFICIENCY" shall be equal to the Outstanding
                  Principal Amount of Debentures or Warrants that would not be
                  able to be converted or exchanged for Common Shares and/or
                  Warrant Shares, due to an insufficient number of Common Shares
                  or Warrant Shares available, if all of the outstanding
                  Debentures or Warrants were submitted for conversion at the
                  Conversion Price set forth in the Debentures or exercise price
                  set forth in the Warrants respectively, as of the date such
                  Deficiency is determined. Any request by a Holder pursuant to
                  this paragraph (iv)(B) shall be revocable by that Holder at
                  any time prior to its receipt of the Premium Redemption Price.

                           (v) Default Payment Terms; Status of Unpaid Default
                  Payments. All Default Payments (which payments shall be pro
                  rata on a per diem basis for any period of less than 30 days)
                  required to be made in connection with the above provisions
                  shall be paid at any time upon demand, and whether or not a
                  demand is made, by the tenth (10th) day of each calendar month
                  for the partial or full calendar month occurring prior to that
                  date. Such Default Payments shall be payable in cash or Common
                  Stock, as determined by each Holder in its sole discretion. If
                  the Holder elects to be paid in Common Stock, the Holder shall
                  be entitled to that number of shares of Common Stock as shall
                  equal to the amount of such Default Payment multiplied by a
                  fraction, the numerator of which is one and the denominator of
                  which is equal to the average of the Market Price for Shares
                  of Common Stock for the three (3) business days prior to, but
                  not including, the date upon which such payments are due.
                  Unless the Company shall receive written notice to the
                  contrary from the respective Holder, the Default Payments
                  shall be paid in cash. Until paid as required in this
                  Agreement, Default Payments shall be deemed added to, and a
                  part of, the Outstanding Principal Amount of a Holder's
                  Debentures.

                           (vi) Premium Price Redemption for Default Payment
                  Defaults. In the event that the Company fails or refuses to
                  pay any Default Payment provided for in the foregoing
                  paragraphs (i) through (iv) when due, at any Holder's request
                  and option, the Company shall purchase all or a portion of the
                  Debentures, Warrants, Common Shares and/or Warrant Shares held


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                  by such Holder (with Default Payments accruing through the
                  date of such purchase), within five (5) days of such request,
                  at a purchase price equal to the Premium Redemption Price (as
                  defined above); provided that such Holder may revoke such
                  request at any time prior to receipt of such payment of such
                  purchase price. Until such time as the Company purchases such
                  Debentures at the request of such Holder pursuant to the
                  preceding sentence, at any Holder's request and option the
                  Company shall as to such Holder pay such amount by adding and
                  including the amount of such Default Payment to the
                  Outstanding Principal Amount of a Holder's Debentures.

                           (vii) Cumulative Remedies. Each Default Payment
                  triggered by an Interfering Event provided for in the
                  foregoing paragraphs (ii) through (iv) shall be in addition to
                  each other Default Payment triggered by another Interfering
                  Event; provided, however, that in no event shall the Company
                  be obligated to pay to any Holder Default Payments in an
                  aggregate amount greater than the highest applicable Default
                  Rate for any 30-day period (or portion thereof). The Default
                  Payments and mandatory redemptions provided for above are in
                  addition to and not in lieu or limitation of any other rights
                  the Holders may have at law, in equity or under the terms of
                  the Debentures, the Purchase Agreement, the Warrants or this
                  Agreement, including without limitation the right to specific
                  performance. Each Holder shall be entitled to specific
                  performance of any and all obligations of the Company in
                  connection with the registration rights of the Holders
                  hereunder.

                           (viii) Certain Acknowledgments. The Company
                  acknowledges that any failure, refusal or inability by the
                  Company described in the foregoing paragraphs (i) through (iv)
                  and paragraph (vi) will cause the Holders to suffer damages in
                  an amount that will be difficult to ascertain, including
                  without limitation damages resulting from the loss of
                  liquidity in the Registrable Securities and the additional
                  investment risk in holding the Registrable Securities.
                  Accordingly, the parties agree that it is appropriate to
                  include in this Agreement the foregoing provisions for Default
                  Payments and mandatory redemptions in order to compensate the
                  Holders for such damages. The parties acknowledge and agree
                  that the Default Payments and mandatory redemptions set forth
                  above represent the parties' good faith effort to quantify
                  such damages and, as such, agree that the form and amount of
                  such Default Payments and mandatory redemptions are reasonable
                  and will not constitute a penalty. The parties agree that the
                  provisions of this clause (viii) consist of certain
                  acknowledgments and agreements concerning the remedies of the
                  Holders set forth in clauses (i) through (iv) and paragraph
                  (vi) of this paragraph; nothing in this clause (viii) imposes
                  any additional default payments and mandatory redemptions for
                  violations under this Agreement.



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                  (c) If the Holder(s) intend to distribute the Registrable
Securities by means of an underwriting, the Holder(s) shall so advise the
Company. Any such underwriting may only be administered by investment bankers
reasonably satisfactory to the Company.

                  (d) The Company shall enter into such customary agreements for
secondary offerings (including a customary underwriting agreement with the
underwriter or underwriters, if any) and take all such other reasonable actions
reasonably requested by the Holders in connection therewith in order to expedite
or facilitate the disposition of such Registrable Securities. In the event that
the offering in which the Registrable Securities are to be sold is deemed to be
an underwritten offering or an Investor selling Registrable Securities is deemed
to be an underwriter, the Company shall:

                           (i) make such representations and warranties to the
                  Holders and the underwriter or underwriters, if any, in form,
                  substance and scope as are customarily made by issuers to
                  underwriters in secondary offerings;

                           (ii) cause to be delivered to the sellers of
                  Registrable Securities and the underwriter or underwriters, if
                  any, opinions of independent counsel to the Company, on and
                  dated as of the effective day (or in the case of an
                  underwritten offering, dated the date of delivery of any
                  Registrable Securities sold pursuant thereto) of the
                  Registration Statement, and within ninety (90) days following
                  the end of each fiscal year thereafter, which counsel and
                  opinions (in form, scope and substance) shall be reasonably
                  satisfactory to the Holders and the underwriter(s), if any,
                  and their counsel and covering, without limitation, such
                  matters as the due authorization and issuance of the
                  securities being registered and compliance with securities
                  laws by the Company in connection with the authorization,
                  issuance and registration thereof and other matters that are
                  customarily given to underwriters in underwritten offerings,
                  addressed to the Holders and each underwriter, if any.

                           (iii) cause to be delivered, immediately prior to the
                  effectiveness of the Registration Statement (and, in the case
                  of an underwritten offering, at the time of delivery of any
                  Registrable Securities sold pursuant thereto), and at the
                  beginning of each fiscal year following a year during which
                  the Company's independent certified public accountants shall
                  have reviewed any of the Company's books or records, a
                  "comfort" letter from the Company's independent certified
                  public accountants addressed to the Holders and each
                  underwriter, if any, stating that such accountants are
                  independent public accountants within the meaning of the
                  Securities Act and the applicable published rules and
                  regulations thereunder, and otherwise in customary form and
                  covering such financial and accounting matters as are
                  customarily covered by letters of the independent certified
                  public accountants delivered in connection with secondary
                  offerings; such accountants shall have undertaken in each such
                  letter to update the same during each such fiscal year in
                  which such books


                                       11
<PAGE>   12
                  or records are being reviewed so that each such letter shall
                  remain current, correct and complete throughout such fiscal
                  year; and each such letter and update thereof, if any, shall
                  be reasonably satisfactory to the Holders.

                           (iv) if an underwriting agreement is entered into,
                  the same shall include customary indemnification and
                  contribution provisions to and from the underwriters and
                  procedures for secondary underwritten offerings;

                           (v) deliver such documents and certificates as may be
                  reasonably requested by the Holders of the Registrable
                  Securities being sold or the managing underwriter or
                  underwriters, if any, to evidence compliance with clause (i)
                  above and with any customary conditions contained in the
                  underwriting agreement, if any; and

                           (vi) deliver to the Holders on the effective day (or
                  in the case of an underwritten offering, dated the date of
                  delivery of any Registrable Securities sold pursuant thereto)
                  of the Registration Statement, and at the beginning of each
                  fiscal quarter thereafter, a certificate in form and substance
                  as shall be reasonably satisfactory to the Holders, executed
                  by an executive officer of the Company and to the effect that
                  all the representations and warranties of the Company
                  contained in the Purchase Agreement are still true and correct
                  except as disclosed in such certificate; the Company shall, as
                  to each such certificate delivered at the beginning of each
                  fiscal quarter, update or cause to be updated each such
                  certificate during such quarter so that it shall remain
                  current, complete and correct throughout such quarter; and
                  such updates received by the Holders during such quarter, if
                  any, shall have been reasonably satisfactory to the Holders.

                  (e) The Company shall make available for inspection by the
Holders, representative(s) of all the Holders together, any underwriter
participating in any disposition pursuant to a Registration Statement, and any
attorney or accountant retained by any Holder or underwriter, all financial and
other records customary for purposes of the Holders' due diligence examination
of the Company and review of any Registration Statement, all SEC Documents (as
defined in the Purchase Agreement) filed subsequent to the Closing, pertinent
corporate documents and properties of the Company, and cause the Company's
officers, directors and employees to supply all information reasonably requested
by any such representative, underwriter, attorney or accountant in connection
with such Registration Statement, provided that such parties agree to keep such
information confidential.

                  (f) The Company shall file a Registration Statement with
respect to any newly authorized and/or reserved shares within ten (10) business
days of any shareholders meeting authorizing or reserving same and shall use its
best efforts to cause such Registration Statement to become effective within
seventy-five (75) days of such shareholders meeting. If the Holders become
entitled, pursuant to an event described in clause (iii) of the definition of
Registrable Securities, to receive any securities in respect


                                       12
<PAGE>   13
of Registrable Securities that were already included in a Registration
Statement, subsequent to the date such Registration Statement is declared
effective, and the Company is unable under the securities laws to add such
securities to the then effective Registration Statement, the Company shall
promptly file, in accordance with the procedures set forth herein, an additional
Registration Statement with respect to such newly Registrable Securities. The
Company shall use its best efforts to (i) cause any such additional Registration
Statement, when filed, to become effective under the Securities Act, and (ii)
keep such additional Registration Statement effective during the period
described in Section 5 below. All of the registration rights and remedies under
this Agreement shall apply to the registration of such newly reserved shares and
such new Registrable Securities, including without limitation the provisions
providing for Default Payments contained herein.

         3. Expenses of Registration. All Registration Expenses incurred in
connection with any registration, qualification or compliance with registration
pursuant to this Agreement shall be borne by the Company, and all Selling
Expenses of a Holder shall be borne by such Holder.

         4. Registration on Form S-3; Other Forms. The Company shall use its
best efforts to qualify for registration on Form S-3 or any comparable or
successor form or forms, or in the event that the Company is ineligible to use
such form, such form as the Company is eligible to use under the Securities Act.
The Company shall promptly respond to any and all SEC comments, inquiries and
requests to the Registration Statement, and shall request acceleration of the
effectiveness of the Registration Statement within 5 days of its receipt of
notice from the SEC that it has no further comments to the Registration
Statement.

         5. Registration Period. In the case of the registration effected by the
Company pursuant to this Agreement, the Company will use its best efforts to
keep such registration effective until the later to occur of (i) sales are
permitted of all Registrable Securities without registration under Rule 144(k)
or (ii) such time as there are no longer any Warrants outstanding.

         6. Indemnification.

                  (a) The Company Indemnity. The Company will indemnify each
Holder, each of its officers, directors and partners, and each person
controlling each Holder, within the meaning of Section 15 of the Securities Act
and the rules and regulations thereunder with respect to which registration,
qualification or compliance has been effected pursuant to this Agreement, and
each underwriter, if any, and each person who controls, within the meaning of
Section 15 of the Securities Act and the rules and regulations thereunder, any
underwriter, against all claims, losses, damages and liabilities (or actions in
respect thereof) arising out of or based on any untrue statement (or alleged
untrue statement) of a material fact contained in any prospectus, offering
circular or other document (including any related registration statement,
notification or the like) incident to any such registration, qualification or
compliance, or based on any omission (or alleged omission) to state therein a
material fact required to be stated therein or necessary



                                       13
<PAGE>   14
to make the statements therein not misleading, or any violation by the Company
of the Securities Act or any state securities law or in either case, any rule or
regulation thereunder applicable to the Company and relating to action or
inaction required of the Company in connection with any such registration,
qualification or compliance, and will reimburse each Holder, each of its
officers, directors and partners, and each person controlling such Holder, each
such underwriter and each person who controls any such underwriter, for any
legal and any other expenses reasonably incurred in connection with
investigating and defending any such claim, loss, damage, liability or action,
provided that the Company will not be liable in any such case to a Holder to the
extent that any such claim, loss, damage, liability or expense arises out of or
is based on any untrue statement or omission based upon written information
furnished to the Company by such Holder or the underwriter (if any) therefor and
stated to be specifically for use therein. The indemnity agreement contained in
this Section 6(a) shall not apply to amounts paid in settlement of any such
loss, claim, damage, liability or action if such settlement is effected without
the consent of the Company (which consent will not be unreasonably withheld).

                  (b) Holder Indemnity. Each Holder will, severally and not
jointly, if Registrable Securities held by it are included in the securities as
to which such registration, qualification or compliance is being effected,
indemnify the Company, each of its directors, officers, partners, and each
underwriter, if any, of the Company's securities covered by such a registration
statement, each person who controls the Company or such underwriter within the
meaning of Section 15 of the Securities Act and the rules and regulations
thereunder, each other Holder (if any), and each of their officers, directors
and partners, and each person controlling such other Holder(s), against all
claims, losses, damages and liabilities (or actions in respect thereof) arising
out of or based on any untrue statement (or alleged untrue statement) of a
material fact contained in any such registration statement, prospectus, offering
circular or other document, or any omission (or alleged omission) to state
therein a material fact required to be stated therein or necessary to make the
statement therein not misleading, and will reimburse the Company and such other
Holder(s) and their directors, officers and partners, underwriters or control
persons for any legal or any other expenses reasonably incurred in connection
with investigating and defending any such claim, loss, damage, liability or
action, in each case to the extent, but only to the extent, that such untrue
statement (or alleged untrue statement) or omission (or alleged omission) is
made in such registration statement, prospectus, offering circular or other
document in reliance upon and in conformity with written information furnished
to the Company by such Holder and stated to be specifically for use therein, and
provided that the maximum amount for which such Holder shall be liable under
this indemnity shall not exceed the net proceeds received by such Holder from
the sale of the Registrable Securities. The indemnity agreement contained in
this Section 6(b) shall not apply to amounts paid in settlement of any such
claims, losses, damages or liabilities if such settlement is effected without
the consent of such Holder (which consent shall not be unreasonably withheld).

                  (c) Procedure. Each party entitled to indemnification under
this Section 6 (the "INDEMNIFIED PARTY") shall give notice to the party required
to provide indemnification (the "INDEMNIFYING PARTY") promptly after such
Indemnified Party has


                                       14
<PAGE>   15
actual knowledge of any claim as to which indemnity may be sought, and shall
permit the Indemnifying Party to assume the defense of any such claim in any
litigation resulting therefrom, provided that counsel for the Indemnifying
Party, who shall conduct the defense of such claim or any litigation resulting
therefrom, shall be approved by the Indemnified Party (whose approval shall not
be unreasonably withheld), and the Indemnified Party may participate in such
defense at such party's expense, and provided further that the failure of any
Indemnified Party to give notice as provided herein shall not relieve the
Indemnifying Party of its obligations under this Article except to the extent
that the Indemnifying Party is materially and adversely affected by such failure
to provide notice. No Indemnifying Party, in the defense of any such claim or
litigation, shall, except with the consent of each Indemnified Party, consent to
entry of any judgment or enter into any settlement which does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such
Indemnified Party of a release from all liability in respect to such claim or
litigation. Each Indemnified Party shall furnish such information regarding
itself or the claim in question as an Indemnifying Party may reasonably request
in writing and as shall be reasonably required in connection with the defense of
such claim and litigation resulting therefrom.

         7. Contribution. If the indemnification provided for in Section 6
herein is unavailable to the Indemnified Parties in respect of any losses,
claims, damages or liabilities referred to herein (other than by reason of the
exceptions provided therein), then each such Indemnifying Party, in lieu of
indemnifying each of such Indemnified Parties, shall contribute to the amount
paid or payable by each such Indemnified Party as a result of such losses,
claims, damages or liabilities as between the Company on the one hand and any
Holder on the other, in such proportion as is appropriate to reflect the
relative fault of the Company and of such Holder in connection with the
statements or omissions which resulted in such losses, claims, damages or
liabilities, as well as any other relevant equitable considerations. The
relative fault of the Company on the one hand and of any Holder on the other
shall be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or omission or alleged omission to
state a material fact relates to information supplied by the Company or by such
Holder.

         In no event shall the obligation of any Indemnifying Party to
contribute under this Section 7 exceed the amount that such Indemnifying Party
would have been obligated to pay by way of indemnification if the
indemnification provided for under Section 6(a) or 6(b) hereof had been
available under the circumstances.

         The Company and the Holders agree that it would not be just and
equitable if contribution pursuant to this Section 7 were determined by pro rata
allocation (even if the Holders or the underwriters were treated as one entity
for such purpose) or by any other method of allocation which does not take
account of the equitable considerations referred to in the immediately preceding
paragraphs. The amount paid or payable by an Indemnified Party as a result of
the losses, claims, damages and liabilities referred to in the immediately
preceding paragraphs shall be deemed to include, subject to the limitations set
forth above, any legal or other expenses reasonably incurred by such Indemnified
Party in connection with investigating or defending any such action or claim.


                                       15
<PAGE>   16
Notwithstanding the provisions of this section, no Holder or underwriter shall
be required to contribute any amount in excess of the amount by which (i) in the
case of any Holder, the net proceeds received by such Holder from the sale of
Registrable Securities or (ii) in the case of an underwriter, the total price at
which the Registrable Securities purchased by it and distributed to the public
were offered to the public exceeds, in any such case, the amount of any damages
that such Holder or underwriter 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.

         8. Survival. The indemnity and contribution agreements contained in
Sections 6 and 7 and the representations and warranties of the Company referred
to in Section 2(d)(i) shall remain operative and in full force and effect
regardless of (i) any termination of this Agreement or the Purchase Agreement or
any underwriting agreement, (ii) any investigation made by or on behalf of any
Indemnified Party or by or on behalf of the Company, and (iii) the consummation
of the sale or successive resales of the Registrable Securities.

         9. Information by Holders. (a) Each Holder shall reasonably promptly
furnish to the Company such information regarding such Holder and the
distribution and/or sale proposed by such Holder as the Company may reasonably
request in writing and as shall be reasonably required in connection with any
registration, qualification or compliance referred to in this Agreement. The
intended method or methods of disposition and/or sale (Plan of Distribution) of
such securities as so provided by such Investor shall be included without
alteration in the Registration Statement covering the Registrable Securities and
shall not be changed without written consent of such Holder, except that such
Holder may not require an intended method of disposition which violates
applicable securities law.

                  (b) The Holders shall cooperate with the Company in order that
the Company may timely file the Registration Statement and timely respond to any
and all SEC comments, inquiries and requests relating to the Registration
Statement, including and cooperating with the Company's reasonable requests in
connection therewith. Notwithstanding the foregoing, the Company shall consult
with the Holders with respect to the Registration Statement and its responses to
any SEC inquiry or requests that specifically relate to any Holder and each
Holder shall have the right to object to, and to insist that the Company refrain
from, making any disclosures in the Registration Statement with respect to such
Holder or taking any action with respect to such Holder that such Holder
believes in good faith is not required under applicable law, rule, regulation
and/or policy. Any Holder asserting its rights under the previous sentence shall
provide a written notice to the Company stating that it is asserting such
rights. In the event that any such objection, insistence or failure to comply
with this Section 9(b) is the sole cause of the Interfering Event described in
Section 2(b)(i), the Company's sole remedy shall be that for each day that the
Holder so objects, insists or so fails to comply herewith, the deadline in
Section 2(b)(i) for triggering such Interfering Event shall be deferred for one
day.


                                       16
<PAGE>   17
         10. NASDAQ Limit on Stock Issuances. Section 3.14 of the Purchase
Agreement shall govern limits imposed by NASDAQ National Market System rules on
the conversion of Debentures.

         11. Replacement Certificates. The certificate(s) representing the
Common Shares or Warrant Shares held by the Investor (or then Holder) may be
exchanged by the Investor (or such Holder) at any time and from time to time for
certificates with different denominations representing an equal aggregate number
of Common Shares or Warrant Shares, as reasonably requested by the Investor (or
such Holder) upon surrendering the same. No service charge will be made for such
registration or transfer or exchange.

         12. Transfer or Assignment. Except as otherwise provided herein, this
Agreement shall be binding upon and inure to the benefit of the parties and
their successors and permitted assigns. The rights granted to the Investors by
the Company under this Agreement to cause the Company to register Registrable
Securities may be transferred or assigned (in whole or in part) to a transferee
or assignee of Debentures or Warrants, and all other rights granted to the
Investors by the Company hereunder may be transferred or assigned to any
transferee or assignee of any Debentures or Warrants; provided in each case that
the Company must be given written notice by the such Investor at the time of or
within a reasonable time after said transfer or assignment, stating the name and
address of said transferee or assignee and identifying the securities with
respect to which such registration rights are being transferred or assigned;
provided that the transferee or assignee of such rights agrees in writing to be
bound by the provisions of this Agreement.

         13. Miscellaneous.

                  (a) Remedies. The Company and the Investors acknowledge and
agree that irreparable damage would occur in the event that any of the
provisions of this Agreement were not performed in accordance with their
specific terms or were otherwise breached. It is accordingly agreed that the
parties shall be entitled to an injunction or injunctions to prevent or cure
breaches of the provisions of this Agreement and to enforce specifically the
terms and provisions hereof, this being in addition to any other remedy to which
any of them may be entitled by law or equity.

                  (b) Jurisdiction. THE COMPANY AND EACH OF THE INVESTORS (I)
HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES
DISTRICT COURT, THE NEW YORK STATE COURTS AND OTHER COURTS OF THE UNITED STATES
SITTING IN NEW YORK COUNTY, NEW YORK FOR THE PURPOSES OF ANY SUIT, ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT AND (II) HEREBY WAIVES,
AND AGREES NOT TO ASSERT IN ANY SUCH SUIT ACTION OR PROCEEDING, ANY CLAIM THAT
IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF SUCH COURT, THAT THE SUIT,
ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM OR THAT THE VENUE OF
THE SUIT, ACTION OR PROCEEDING IS IMPROPER. THE COMPANY AND EACH OF THE
INVESTORS CONSENTS TO PROCESS BEING


                                       17
<PAGE>   18
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 IN THIS PARAGRAPH SHALL AFFECT OR LIMIT ANY RIGHT TO
SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.

                  (c) Notices. Any notice or other communication required or
permitted to be given hereunder shall be in writing by facsimile, mail or
personal delivery and shall be effective upon actual receipt of such notice.
Notices may (and, as may expressly be provided herein or in the Purchase
Agreement, in some cases, shall) also be delivered via e-mail in addition to the
foregoing. The addresses for such communications shall be:

                  to the Company:

                           1500 Broadway, 3rd Floor
                           New York, NY  10036
                           Attn:  Chief Financial Officer
                           Facsimile:  (212) 398-5985
                           E-mail:  dbuckel@appliedtheory.com

                  with copies to:

                           224 Harrison Street, 8th Floor
                           Syracuse, NY  13202
                           Attn:  General Counsel
                           Facsimile:  (315) 479-0824
                           E-mail:  rmechur@appliedtheory.com


                  to the Investors:

                           To each Investor at the address and/or fax number set
                           forth on Schedule I of this Agreement

                  with copies to:

                           Kleinberg, Kaplan, Wolff & Cohen, P.C.
                           551 Fifth Avenue
                           New York, New York 10176
                           Attention:       Stephen M. Schultz
                           Facsimile:       (212) 986-8866
                           E-mail:          sschultz@kkwc.com

         Any party hereto may from time to time change its address for notices
by giving at least 10 days' written notice of such changed address to the other
parties hereto.


                                       18
<PAGE>   19
                  (d) Indemnity. Each party shall indemnify each other party
against any loss, cost or damages (including reasonable attorney's fees)
incurred as a result of such parties' breach of any representation, warranty,
covenant or agreement in this Agreement.

                  (e) Waivers. No waiver by any party of any default with
respect to any provision, condition or requirement of this Agreement shall be
deemed to be a continuing waiver in the future or a waiver of any other
provision, condition or requirement hereof, nor shall any delay or omission of
any party to exercise any right hereunder in any manner impair the exercise of
any such right accruing to it thereafter. The representations and warranties and
the agreements and covenants of the Company and each Investor contained herein
shall survive the Closing.

                  (f) Execution. This Agreement may be executed in two or more
counterparts, all of which shall be considered one and the same agreement, it
being understood that all parties need not sign the same counterpart.

                  (g) Publicity. The Company agrees that it will not disclose,
and will not include in any public announcement, the name of any Investor
without its express written approval, unless and until such disclosure is
required by law or applicable regulation, and then only to the extent of such
requirement. The Company agrees to deliver a copy of any public announcement
regarding the matters covered by this Agreement or any agreement or document
executed herewith to each Investor and any public announcement including the
name of an Investor to such Investor, prior to the publication of such
announcements.

                  (h) Entire Agreement. This Agreement, together with the
Purchase Agreement, the Debentures, the Warrants and the agreements and
documents contemplated hereby and thereby, contains the entire understanding and
agreement of the parties, and may not be modified or terminated except by a
written agreement signed by both parties.

                  (i) Governing Law. THIS AGREEMENT AND THE VALIDITY AND
PERFORMANCE OF THE TERMS HEREOF SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO
CONTRACTS EXECUTED AND TO BE PERFORMED ENTIRELY IN SUCH STATE.

                  (j) Severability. The parties acknowledge and agree that the
Investors are not agents, affiliates or partners of each other, that all
representations, warranties, covenants and agreements of the Investors hereunder
are several and not joint, that no Investor shall have any responsibility or
liability for the representations, warrants, agreements, acts or omissions of
any other Investor, and that any rights granted to "INVESTORS" hereunder shall
be enforceable by each Investor hereunder.

                  (k) Jury Trial. EACH PARTY HERETO WAIVES THE RIGHT TO A TRIAL
BY JURY.


                                       19
<PAGE>   20
                  (l) Titles. The titles used in this Agreement are used for
convenience only and are not to be considered in construing or interpreting this
Agreement.

                             Signature page follows




                                       20
<PAGE>   21
           IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the date first above written.



                            APPLIEDTHEORY CORPORATION


                            By:      /s/ David A Buckel
                                     -------------------------------------------
                                     Name: David A Buckel
                                     Title: Senior Vice President / CFO

                            HALIFAX FUND, L.P.
                            By:      THE PALLADIN GROUP, L.P.
                                     Attorney-in-Fact

                            By:      /s/ Steven W. Weiner
                                     -------------------------------------------
                                     Name: Steven W. Weiner
                                     Title:  Managing Director

                            PALLADIN PARTNERS I, L.P.
                            By:        THE PALLADIN GROUP, L.P.
                                       Attorney-in-Fact

                            By:      /s/ Steven W. Weiner
                                     -------------------------------------------
                                     Name: Steven W. Weiner
                                     Title:  Managing Director


                            PALLADIN OVERSEAS FUND LTD.
                            By:        THE PALLADIN GROUP, L.P.
                                       Attorney-in-Fact

                            By:      /s/ Steven W. Weiner
                                     -------------------------------------------
                                     Name: Steven W. Weiner
                                     Title:  Managing Director


                 SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT
<PAGE>   22
                            DeAM CONVERTIBLE ARBITRAGE FUND, LTD.
                            By:        THE PALLADIN GROUP, L.P.
                                       Attorney-in-Fact

                            By:      /s/ Steven W. Weiner
                                     -------------------------------------------
                                     Name: Steven W. Weiner
                                     Title:  Managing Director


                            LANCER SECURITIES (CAYMAN) LTD.
                            By:        THE PALLADIN GROUP, L.P.
                                       Attorney-in-Fact

                            By:      /s/ Steven W. Weiner
                                     -------------------------------------------
                                     Name: Steven W. Weiner
                                     Title:  Managing Director


                            ELLIOTT ASSOCIATES, L.P.


                            By:      /s/ Paul E. Singer
                                     -------------------------------------------
                                     Name:  Paul E. Singer
                                     Title:  General Partner


                            ELLIOTT INTERNATIONAL, L.P.
                            By:        ELLIOTT INTERNATIONAL CAPITAL
                                       ADVISORS INC.
                                       Attorney-in-Fact

                            By:      /s/ Paul E. Singer
                                     -------------------------------------------
                                     Name:  Paul E. Singer
                                     Title:  General Partner


                 SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT
<PAGE>   23
                                   SCHEDULE I



HALIFAX FUND, L.P.
c/o The Palladin Group, L.P.
Investment Manager
195 Maplewood Avenue
Maplewood, New Jersey  07040
Attn:  Steve Weiner
Tax  I.D. No.:
Facsimile: (973) 313-6491
E-mail: sweiner@palladingroup.com

PALLADIN PARTNERS I, L.P.
c/o The Palladin Group L.P.
195 Maplewood Avenue
Maplewood, New Jersey 07040
Attn: Steve Weiner
Tax  I.D. No.:
Facsimile: (973) 313-6491
E-mail: sweiner@palladingroup.com


PALLADIN OVERSEAS FUND LTD.
c/o Citco Fund Services (Cayman
Islands) Ltd.
Corporate Centre, West Bay Road
P.O. Box 31106 SMB
Grand Cayman, Cayman Islands
Tax  I.D. No.:
Facsimile:  (345) 949-3877
Telephone: (345) 949-3977
E-mail: sweiner@palladingroup.com


DeAM CONVERTIBLE ARBITRAGE FUND, LTD.
c/o The Palladin Group L.P.
195 Maplewood Avenue
Maplewood, New Jersey 07040
Attn: Steve Weiner
Tax  I.D. No.:
Facsimile: (973) 313-6491
E-mail: sweiner@palladingroup.com
<PAGE>   24
 LANCER SECURITIES (CAYMAN) LTD.
c/o The Palladin Group L.P.
195 Maplewood Avenue
Maplewood, New Jersey 07040
Attn: Steve Weiner
Tax  I.D. No.:
Facsimile: (973) 313-6491
E-mail: sweiner@palladingroup.com

ELLIOTT ASSOCIATES, L.P.
c/o Elliott Management Corporation
712 Fifth Avenue
New York, New York  10019
Tax  I.D. No.:
Telephone:        (212) 974-6000
Facsimile:        (212) 586-9429
Attention:        Norbert Lou
E-mail:           nlou@elliottassoc.com

ELLIOTT INTERNATIONAL, L.P.
c/o Elliott Management Corporation
712 Fifth Avenue
New York, New York  10019
Tax  I.D. No.:
Telephone:        (212) 974-6000
Facsimile:        (212) 586-9429
Attention:        Norbert Lou
E-mail:           nlou@elliottassoc.com