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                                                                  EXECUTION COPY

                   EXCHANGE AND REGISTRATION RIGHTS AGREEMENT

     EXCHANGE AND REGISTRATION RIGHTS AGREEMENT, dated as of May 13, 1999, among
RSL Communications PLC, a United Kingdom corporation (the "Issuer"), RSL
Communications, Ltd. (the "Guarantor") and Goldman, Sachs & Co. (the
"Purchaser") as the purchaser of the 9 7/8% Senior Notes due 2009 (the "Notes")
of the Issuer.

     The Issuer proposes to issue and sell to the Purchaser upon the terms set
forth in the Purchase Agreement the Securities (as defined herein). As an
inducement to the Purchaser to enter into the Purchase Agreement and in
satisfaction of a condition to the obligations of the Purchaser thereunder, the
Issuer agrees with the Purchaser for the benefit of holders (as defined herein)
from time to time of the Registrable Securities (as defined herein) as follows:

     1. Certain Definitions.

     For purposes of this Exchange and Registration Rights Agreement, the
following terms shall have the following respective meanings:

         "Base Interest" shall mean the interest that would otherwise accrue on
     the Securities under the terms thereof and the Indenture, without giving
     effect to the provisions of this Agreement.

         The term "broker-dealer" shall mean any broker or dealer registered
     with the Commission under the Exchange Act.

         "Closing Date" shall mean May 13, 1999.

         "Commission" shall mean the Securities and Exchange Commission, or any
     other federal agency at the time administering the Exchange Act or the
     Securities Act, whichever is the relevant statute for the particular
     purpose.

         "Effective Time," in the case of (i) an Exchange Registration, shall
     mean the time and date as of which the Commission declares the Exchange
     Registration Statement effective or as of which the Exchange Registration
     Statement otherwise becomes effective and (ii) a Shelf Registration, shall
     mean the time and date as of which the Commission declares the Shelf
     Registration Statement effective or as of which the Shelf Registration
     Statement otherwise becomes effective.

         "Exchange Act" shall mean the Securities Exchange Act of 1934, or any
     successor thereto, as the same shall be amended from time to time.

          "Exchange Offer" shall have the meaning assigned thereto in Section
     2(a) hereof.

         "Exchange Registration" shall have the meaning assigned thereto in
     Section 3(d) hereof.

         "Exchange Registration Statement" shall have the meaning assigned
     thereto in Section 2(a) hereof.

          "Exchange Securities" shall have the meaning assigned thereto in
     Section 2(a) hereof.


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         The term "holder" shall mean the Purchaser and other persons who
     acquire Registrable Securities from time to time (including any successors
     or assigns), in each case for so long as such person owns any Registrable
     Securities.

         "Indenture" shall mean the Indenture, dated as of May 13, 1999 (the
     "Indenture"), between the Issuer, the Guarantor and The Chase Manhattan
     Bank, as Trustee (the "Trustee"), as the same shall be amended from time to
     time.

         The term "person" shall mean a corporation, association, partnership,
     organization, business, limited liability company, individual, government
     or political subdivision thereof or governmental agency.

         "Purchase Agreement" shall mean the Purchase Agreement, dated May 6,
     1999, between the Purchaser, the Issuer and the Guarantor relating to the
     Securities.

         "Registrable Securities" shall mean the Securities; provided, however,
     that a Security shall cease to be a Registrable Security when (i) in the
     circumstances contemplated by Section 2(a) hereof, the Security has been
     exchanged for an Exchange Security in an Exchange Offer as contemplated in
     Section 2(a) (provided that any Exchange Security received by a
     broker-dealer in an Exchange Offer in exchange for a Registrable Security
     that was not acquired by the broker-dealer directly from the Issuer will
     also be a Registrable Security through and including the earlier of the
     90th day after the Exchange Offer is completed or such time as such
     broker-dealer no longer owns such Security); (ii) in the circumstances
     contemplated by Section 2(b) hereof, a Shelf Registration Statement
     registering such Security under the Securities Act has been declared or
     becomes effective and such Security has been sold or otherwise transferred
     by the holder thereof pursuant to and in a manner contemplated by such
     effective Shelf Registration Statement; (iii) such Security is sold
     pursuant to Rule 144 (or any successor provision) under circumstances in
     which any legend borne by such Security relating to restrictions on
     transferability thereof, under the Securities Act or otherwise, is removed
     by the Issuer or pursuant to the Indenture; (iv) such Security is eligible
     to be sold pursuant to paragraph (k) of Rule 144; or (v) such Security
     shall cease to be outstanding.

          "Registration Default" shall have the meaning assigned thereto in
     Section 2(c) hereof.

         "Registration Expenses" shall have the meaning assigned thereto in
     Section 4 hereof.

          "Resale Period" shall have the meaning assigned thereto in Section
     2(a) hereof.

         "Restricted Holder" shall mean (i) a holder that is an affiliate of the
     Issuer within the meaning of Rule 405, (ii) a holder who acquires Exchange
     Securities outside the ordinary course of such holder's business, (iii) a
     holder who has arrangements or understandings with any person to
     participate in the Exchange Offer for the purpose of a distribution (within
     the meaning of the Securities Act) of the Exchange Securities and (iv) a
     holder that is a broker-dealer, but only with respect to Exchange
     Securities received by such broker-dealer pursuant to an Exchange Offer in
     exchange for Registrable Securities acquired by the broker-dealer directly
     from the Issuer.


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         "Rule 144," "Rule 405" and "Rule 415" shall mean, in each case, such
     rule promulgated under the Securities Act (or any successor provision), as
     the same shall be amended from time to time.

         "Securities" shall mean the Notes to be issued and sold to the
     Purchaser, and securities issued in exchange therefor or in lieu thereof
     pursuant to the Indenture. Each security will be unconditionally guaranteed
     as to payment of principal, interest and any other amounts due thereon by
     the Guarantor, as provided by the Indenture, under which the Notes will be
     issued (the "Notes Guarantee"). Unless the context otherwise requires, any
     reference herein to "Security," or "Exchange Security" or a "Registrable
     Security" shall include a reference to the related Notes Guarantee.

         "Securities Act" shall mean the Securities Act of 1933, or any
     successor thereto, as the same shall be amended from time to time.

         "Shelf Registration" shall have the meaning assigned thereto in Section
     2(b) hereof.

         "Shelf Registration Statement" shall have the meaning assigned thereto
     in Section 2(b) hereof.

          "Special Interest" shall have the meaning assigned thereto in Section
     2(c) hereof.

         "Trust Indenture Act" shall mean the Trust Indenture Act of 1939, or
     any successor thereto, and the rules, regulations and forms promulgated
     thereunder, all as the same shall be amended from time to time.

     Unless the context otherwise requires, any reference herein to a "Section"
or "clause" refers to a Section or clause, as the case may be, of this Exchange
and Registration Rights Agreement, and the words "herein," "hereof" and
"hereunder" and other words of similar import refer to this Exchange and
Registration Rights Agreement as a whole and not to any particular Section or
other subdivision.

     2. Registration Under the Securities Act.

     (a) Except as set forth in Section 2(b) below, the Issuer agrees to file
under the Securities Act and use its reasonable best efforts to cause to be
declared effective, a registration statement relating to an offer to exchange
(such registration statement, the "Exchange Registration Statement", and such
offer, the "Exchange Offer") any and all of the Securities for a like aggregate
principal amount of debt securities issued by the Issuer and guaranteed by the
Guarantor, which debt securities and guarantees are substantially identical to
the Securities (and are entitled to the benefits of a trust indenture which is
substantially identical to the Indenture or is the Indenture, and which has been
qualified under the Trust Indenture Act), except that it has been registered
pursuant to an effective registration statement under the Securities Act and
does not contain registration rights, transfer restrictions and provisions for
the additional interest contemplated in Section 2(c) below (such new debt
securities hereinafter called "Exchange Securities"). The Issuer agrees to use
its reasonable best efforts to cause the Exchange Registration Statement to
become effective under the Securities Act and to consummate the Exchange Offer
as soon as practicable, but no later than 270 days after the Closing Date. The
Exchange Offer will


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be registered under the Securities Act on the appropriate form required by the
Commission and will comply with all applicable tender offer rules and
regulations under the Exchange Act and all applicable federal and state
securities laws. The Issuer further agrees to use its reasonable best efforts to
hold the Exchange Offer open for at least 30 days and issue Exchange Securities
for all Registrable Securities that have been properly tendered and not
withdrawn on or prior to the expiration of the Exchange Offer. The Exchange
Offer will be deemed to have been "completed" only if the debt securities and
related guarantees received by holders other than Restricted Holders in the
Exchange Offer for Registrable Securities are, upon receipt, transferable by
each such holder without need for further compliance with Section 5 of the
Securities Act (except for the requirement to deliver a prospectus included in
the Exchange Registration Statement applicable to resales by broker-dealers of
Exchange Securities received by such broker-dealer pursuant to an Exchange Offer
in exchange for Registrable Securities other than those acquired by the
broker-dealer directly from the Issuer) and without material restrictions under
the blue sky or securities laws of a substantial majority of the States of the
United States of America. The Exchange Offer shall be deemed to have been
completed upon the earlier to occur of (i) the Issuer having exchanged the
Exchange Securities for all outstanding Registrable Securities pursuant to the
Exchange Offer and (ii) the Issuer having exchanged, pursuant to the Exchange
Offer, Exchange Securities for all Registrable Securities that have been
properly tendered and not withdrawn before the expiration of the Exchange Offer,
which shall be on a date that is at least 30 days following the commencement of
the Exchange Offer. The Issuer agrees (x) to include in the Exchange
Registration Statement a prospectus for use in connection with any resales of
Exchange Securities by a broker-dealer, other than resales of Exchange
Securities received by a broker-dealer pursuant to an Exchange Offer in exchange
for Registrable Securities acquired by the broker-dealer directly from the
Issuer, and (y) to keep such Exchange Registration Statement effective for a
period (the "Resale Period") beginning when Exchange Securities are first issued
in the Exchange Offer and ending upon the earlier of (x) the expiration of the
90th day after the Exchange Offer has been completed and (y) such time as such
broker-dealers no longer own any Registrable Securities. With respect to such
Exchange Registration Statement, each broker-dealer that holds Exchange
Securities received in an Exchange Offer in exchange for Registerable Securities
not acquired by it directly from the Issuer shall have the benefit of the rights
of indemnification and contribution set forth in Sections 6(a), (c), (d) and (e)
hereof.

     (b) If prior to the time the Exchange Offer is completed existing
Commission interpretations are changed such that the debt securities or any
related guarantees received by holders other than Restricted Holders in the
Exchange Offer for Registrable Securities are not or would not be, upon receipt,
transferable by each such holder without need for further compliance with
Section 5 of the Securities Act (except for the requirement to deliver a
prospectus included in the Exchange Registration Statement applicable to resales
by broker-dealers of Exchange Securities received by such broker-dealer pursuant
to an Exchange Offer in exchange for Registrable Securities other than those
acquired by the broker-dealer directly from the Issuer) in lieu of conducting
the Exchange Offer contemplated by Section 2(a), the Issuer shall file under the
Securities Act and use its reasonable best efforts to cause to be declared
effective a "shelf" registration statement providing for the registration of,
and the sale on a continuous or delayed basis by the holders of, all of the
Registrable Securities, pursuant to Rule 415 or any similar rule that may be
adopted by the Commission (such filing, the "Shelf Registration" and such
registration statement, the "Shelf Registration Statement"). In addition, in the
event that


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the Purchaser shall not have resold all of the Securities initially purchased by
it from the Issuer pursuant to the Purchase Agreement, prior to the consummation
of the Exchange Offer, the Issuer shall file under the Securities Act as soon as
practicable a Shelf Registration Statement, which if permitted by the Commission
may be by way of a post-effective amendment to the Exchange Registration
Statement. The Issuer agrees to use its best efforts to cause the Shelf
Registration Statement to become or be declared effective no later than 270 days
after the Closing Date and to keep such Shelf Registration Statement
continuously effective for a period ending on the earlier of (x) the second
anniversary of the Closing Date and (y) such time as there are no longer any
Registrable Securities outstanding. The Issuer further agrees to supplement or
make amendments to the Shelf Registration Statement, as and when required by the
rules, regulations or instructions applicable to the registration form used by
the Issuer for such Shelf Registration Statement or by the Securities Act or
rules and regulations promulgated thereunder for a shelf registration, and the
Issuer agrees to furnish to the holders of the Registrable Securities copies of
any such supplement or amendment to such registration statement prior to its
being used or promptly following its filing with the Commission. Attached as
Exhibit A hereto is a form of Notice of Registration Statement and Selling
Securityholder Questionnaire to be completed by holders in connection with a
Shelf Registration pursuant to this Section 2(b).

     (c) In the event that (i) the Exchange Offer has not been completed, or a
Shelf Registration Statement has not been declared effective, within 270 days
after the Closing Date or (ii) any Exchange Registration Statement or Shelf
Registration Statement required by Section 2(a) or 2(b) hereof is filed and
declared effective but shall thereafter, prior to the time such Exchange
Registration Statement or Shelf Registration Statement is no longer required to
be effective pursuant to Section 2(a) or 2(b) hereof, as the case may be, either
be withdrawn by the Issuer or shall become subject to an effective stop order
issued pursuant to Section 8(d) of the Securities Act suspending the
effectiveness of such registration statement (except as specifically permitted
herein) without being succeeded immediately by an additional registration
statement filed and declared effective (each such event referred to in clauses
(i) and (ii), a "Registration Default" and each period during which a
Registration Default has occurred and is continuing, a "Registration Default
Period"), then, as liquidated damages for such Registration Default, subject to
the provisions of Section 9(b), special interest ("Special Interest"), in
addition to the Base Interest, shall accrue at a per annum rate of 0.50% for the
Registration Default Period. The Special Interest shall be payable in cash
semi-annually in arrears on each May 15 and November 15. Special Interest, if
any, shall be computed on the basis of a 360 day year of twelve 30-day months
and the number of days actually elapsed.

     (d) The Issuer and the Guarantor shall take all actions reasonably
necessary or advisable to be taken by them to ensure that the transactions
contemplated herein are effected as so contemplated.

     (e) Any reference herein to a registration statement as of any time shall
be deemed to include any document incorporated, or deemed to be incorporated,
therein by reference as of such time and any reference herein to any
post-effective amendment to a registration statement as of any time shall be
deemed to include any document incorporated, or deemed to be incorporated,
therein by reference as of such time.


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     3. Registration Procedures.

     (a) (i) In connection with the Exchange Offer, the Issuer shall comply with
all of the provisions of Section 3(d) and Section 3(e) below, shall use its
reasonable best efforts to effect such exchange to permit the sale of
Registrable Securities being sold in accordance with the intended method or
methods of distribution thereof, and, prior to effectiveness of the Exchange
Offer Registration Statement, shall, if required by the Commission, provide a
supplemental letter to the Commission (A) stating that the Issuer is registering
the Exchange Offer in reliance on the position of the Commission enunciated in
Exxon Capital Holdings Corporation (available May 13, 1988) and Morgan Stanley
and Co., Inc. (available June 5, 1991) and (B) including a representation that
the Issuer has not entered into any arrangement or understanding with any person
to distribute the Exchange Securities to be received in the Exchange Offer and
that, to the best of the Issuer's information and belief, each holder
participating in the Exchange Offer is acquiring the Exchange Securities in its
ordinary course of business and has no arrangement or understanding with any
person to participate in the distribution of the Exchange Securities received in
the Exchange Offer.

              (ii) As a condition to its participation in the Exchange Offer
pursuant to the terms of this Agreement, each holder of Registrable Securities
shall furnish, upon the request of the Issuer, prior to the consummation
thereof, a written representation to the Issuer (which may be contained in the
letter of transmittal contemplated by the Exchange Offer Registration Statement)
to the effect that (A) it is not an affiliate of the Issuer or the Guarantor,
(B) it is not engaged in, and does not intend to engage in, and has no
arrangement or understanding with any person to participate in, a distribution
of the Exchange Securities to be issued in the Exchange Offer and (C) it is
acquiring the Exchange Securities in its ordinary course of business. In
addition, all such holders of Registrable Securities shall otherwise cooperate
in the Issuer's and the Guarantor's preparations for the Exchange Offer. Each
holder hereby acknowledges and agrees that any broker-dealer and any such
holder, in either case, exchanging Registrable Securities in the Exchange Offer,
in connection with the resale of Exchange Securities acquired in the Exchange
Offer, (1) could not under Commission policy as in effect on the date of this
Agreement rely on the position of the Commission enunciated in Morgan Stanley
and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation
(available May 13, 1988), as interpreted in the Commission's letter to Shearman
& Sterling dated July 2, 1993, and similar no-action letters, and (2) must
comply with the registration and prospectus delivery requirements of the
Securities Act in connection with a secondary resale transaction and that such a
secondary resale transaction should be covered by an effective registration
statement containing the selling security holder information required by Item
507 or 508, as applicable, of Regulation S-K if the resales are of Exchange
Securities obtained by such holder in exchange for Registrable Securities
acquired by such holder directly from the Issuer.

     If the Issuer files a registration statement pursuant to Section 2(a) or
Section 2(b), the following provisions shall apply:

     (b) At or before the Effective Time of the Exchange Offer or the Shelf
Registration, as the case may be, the Issuer shall qualify the Indenture under
the Trust Indenture Act.


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     (c) In the event that such qualification would require the appointment of a
new trustee under the Indenture, the Issuer shall appoint a new trustee
thereunder pursuant to the applicable provisions of such Indenture.

     (d) In connection with the Issuer's obligations with respect to the
registration of Exchange Securities as contemplated by Section 2(a) (the
"Exchange Registration"), if applicable, the Issuer shall, as soon as reasonably
possible (or as otherwise specified):

         (i) prepare and file with the Commission an Exchange Registration
     Statement on any form which may be utilized by the Issuer and which shall
     permit the Exchange Offer and resales of Exchange Securities by
     broker-dealers during the Resale Period to be effected as contemplated by
     Section 2(a), and use its reasonable best efforts to cause such Exchange
     Registration Statement to become effective and to consummate the Exchange
     Offer, as soon as practicable thereafter, but no later than 270 days after
     the Closing Date;

         (ii) as soon as practicable prepare and file with the Commission such
     amendments and supplements to such Exchange Registration Statement and the
     prospectus included therein as may be necessary to effect and maintain the
     effectiveness of such Exchange Registration Statement for the periods and
     purposes contemplated in Section 2(a) hereof and as may be required by the
     applicable rules and regulations of the Commission and the instructions
     applicable to the form of such Exchange Registration Statement, and
     promptly provide each broker-dealer holding Exchange Securities with such
     number of copies of the prospectus included therein (as then amended or
     supplemented), in conformity in all material respects with the requirements
     of the Securities Act and the Trust Indenture Act and the rules and
     regulations of the Commission thereunder, as such broker-dealer reasonably
     may request prior to the expiration of the Resale Period, for use in
     connection with resales of Exchange Securities;

         (iii) promptly notify the Purchaser and its counsel and (with respect
     to clause C, E and F below only), any broker-dealer that has advised the
     Issuer or the Guarantor that it is entitled to a resale prospectus during
     the Resale Period, and confirm such advice in writing, (A) when such
     Exchange Registration Statement or the prospectus included therein or any
     prospectus amendment or supplement or post-effective amendment has been
     filed, and, with respect to such Exchange Registration Statement or any
     post-effective amendment, when the same has become effective, (B) of any
     comments by the Commission and by the Blue Sky or securities commissioner
     or regulator of any state with respect thereto or any request by the
     Commission for amendments or supplements to such Exchange Registration
     Statement or prospectus or for additional information, (C) of the issuance
     by the Commission of any stop order suspending the effectiveness of such
     Exchange Registration Statement or the initiation or threatening of any
     proceedings for that purpose, (D) if at any time the representations and
     warranties of the Issuer and the Guarantor contemplated by Section 5 hereof
     cease to be true and correct in all material respects, (E) of the receipt
     by the Issuer or the Guarantor of any notification with respect to the
     suspension of the qualification of the Exchange Securities for sale in any
     jurisdiction or the initiation or threatening of any proceeding for such
     purpose or (F) at any time during the Resale Period when a prospectus is
     required to be delivered under the Securities Act, that such Exchange
     Registration Statement, prospectus, prospectus amendment or


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     supplement or post-effective amendment thereto does not conform in all
     material respects to the applicable requirements of the Securities Act and
     the Trust Indenture Act and the rules and regulations of the Commission
     thereunder or contains an untrue statement of a 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;

         (iv) in the event that the Issuer would be required, pursuant to
     Section 3(d)(iii)(F) above, to notify any broker-dealer entitled to a
     resale prospectus during the Resale Period, prepare and furnish without
     delay to each such holder a reasonable number of copies of a prospectus
     supplemented or amended so that, as thereafter delivered to purchasers of
     such Exchange Securities during the Resale Period, such prospectus shall
     conform in all material respects to the applicable requirements of the
     Securities Act and the Trust Indenture Act and the rules and regulations of
     the Commission thereunder and shall not contain an untrue statement of a
     material fact or omit to state a material fact required to be stated
     therein or necessary to make the statements therein not misleading in light
     of the circumstances then existing;

         (v) use its reasonable best efforts to obtain the withdrawal of any
     order suspending the effectiveness of such Exchange Registration Statement
     or any post-effective amendment thereto at the earliest practicable date;

         (vi) use its reasonable best efforts to (A) register or qualify the
     Exchange Securities under the securities laws or blue sky laws of such
     jurisdictions in the United States as are contemplated by Section 2(a) no
     later than the commencement of the Exchange Offer, (B) keep such
     registrations or qualifications in effect and comply with such laws so as
     to permit the continuance of offers, sales and dealings therein in such
     jurisdictions until the expiration of the Resale Period and (C) take any
     and all other actions as may be reasonably necessary or advisable to enable
     each broker-dealer holding Exchange Securities to consummate the
     disposition thereof in such jurisdictions; provided, however, that neither
     the Issuer nor the Guarantor shall be required for any such purpose to (1)
     qualify as a foreign corporation in any jurisdiction wherein it would not
     otherwise be required to qualify but for the requirements of this Section
     3(d)(vi), (2) consent to general service of process in any such
     jurisdiction, (3) become subject to any tax or (4) make any changes to its
     certificate of incorporation or by-laws or any agreement between it and its
     stockholders;

         (vii) use its reasonable best efforts to obtain the consent or approval
     of each governmental agency or authority, whether federal, state or local,
     which may be required to effect the Exchange Registration, the Exchange
     Offer and the offering and sale of Exchange Securities by broker-dealers
     during the Resale Period;

         (viii) provide a CUSIP number for all Exchange Securities, not later
     than the applicable Effective Time;

         (ix) comply with all applicable rules and regulations of the
     Commission, and make generally available to its security holders as soon as
     practicable but no later than eighteen months after the effective date of
     such Exchange Registration Statement, an earning statement of the Issuer,
     the Guarantor and their subsidiaries complying with


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     Section 11(a) of the Securities Act (including, at the option of the
     Issuer, Rule 158 thereunder).

     (e) In connection with the Issuer's obligations with respect to the Shelf
Registration, if applicable, the Issuer shall use its reasonable best efforts to
cause the Shelf Registration to permit the disposition of the Registrable
Securities by the holders thereof in accordance with the intended method or
methods of disposition thereof provided for in the Shelf Registration Statement.
In connection therewith, the Issuer shall, as soon as reasonably possible (or as
otherwise specified):

         (i) prepare and file with the Commission, as soon as practicable, a
     Shelf Registration Statement on any form which may be utilized by the
     Issuer and which shall permit the disposition of the Registrable Securities
     in accordance with the intended method or methods thereof, as specified in
     writing by the holders of the Registrable Securities, and use its
     reasonable best efforts to cause such Shelf Registration Statement to
     become or be declared effective as soon as practicable thereafter, but no
     later than 270 days after the Closing Date;

         (ii) as soon as practicable prepare and file with the Commission such
     amendments and supplements to such Shelf Registration Statement and the
     prospectus included therein as may be necessary to effect and maintain the
     effectiveness of such Shelf Registration Statement for the period specified
     in Section 2(b) hereof and as may be required by the applicable rules and
     regulations of the Commission and the instructions applicable to the form
     of such Shelf Registration Statement, and furnish to the holders of the
     Registrable Securities copies of any such supplement or amendment
     simultaneously with or prior to its being used or filed with the
     Commission;

         (iii) comply with the provisions of the Securities Act with respect to
     the disposition of all of the Registrable Securities covered by such Shelf
     Registration Statement in accordance with the intended methods of
     disposition by the holders thereof provided for in such Shelf Registration
     Statement;

         (iv) provide (A) the holders of the Registrable Securities to be
     included in such Shelf Registration Statement, (B) the underwriters (which
     term, for purposes of this Exchange and Registration Rights Agreement,
     shall include a person deemed to be an underwriter within the meaning of
     Section 2(11) of the Securities Act), if any, thereof, (C) any sales or
     placement agent therefor, (D) counsel for any such underwriter or agent and
     (E) not more than one counsel for all the holders of such Registrable
     Securities the opportunity to participate in the preparation of such Shelf
     Registration Statement, each prospectus included therein or filed with the
     Commission and each amendment or supplement thereto;

         (v) for a reasonable period prior to the filing of such Shelf
     Registration Statement, and throughout the period specified in Section
     2(b), make available at reasonable times at the Issuer's principal place of
     business or such other reasonable place for inspection by the persons
     referred to in Section 3(e)(iv) who shall certify to the Issuer that they
     have a current intention to sell the Registrable Securities pursuant to the
     Shelf Registration such financial and other information and books and
     records of the Issuer as reasonably requested, and cause the officers,
     employees, counsel and


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     independent certified public accountants of the Issuer to respond to such
     inquiries, as shall be reasonably necessary, in the judgment of the
     respective counsel referred to in such Section, to conduct a reasonable
     investigation within the meaning of Section 11 of the Securities Act;
     provided, however, that each such party shall be required to maintain in
     confidence and not disclose to any other person any information or records
     reasonably designated by the Issuer as being confidential, until such time
     as (A) such information becomes a matter of public record (whether by
     virtue of its inclusion in such registra tion statement or otherwise), or
     (B) such person shall be required so to disclose such information pursuant
     to a subpoena or order of any court or other governmental agency or body
     having jurisdiction over the matter (subject to the requirements of such
     order, and only after such person shall have given the Issuer prompt prior
     written notice of such requirement), or (C) after the Effective Time and
     after having requested, without compliance, that the Issuer include such
     information in such Shelf Registration Statement or an amendment or
     supplement thereto, such information is required to be set forth in such
     Shelf Registration Statement or the prospectus included therein or in an
     amendment to such Shelf Registration Statement or an amendment or
     supplement to such prospectus in order that such Shelf Registration
     Statement, prospectus, amendment or supplement thereto, as the case may be,
     complies with applicable requirements of the Federal securities laws and
     the rules and regulations of the Commission and does not contain an untrue
     statement of a material fact or omit to state therein a material fact
     required to be stated therein or necessary to make the statements therein
     not misleading in light of the circumstances then existing;

         (vi) promptly notify the selling holders of Registrable Securities, any
     sales or placement agent therefor and any underwriter thereof (which
     notification may be made through any managing underwriter that is a
     representative of such underwriter for such purpose) and confirm such
     advice in writing, (A) when such Shelf Registration Statement or the
     prospectus included therein or any prospectus amendment or supplement or
     post-effective amendment has been filed, and, with respect to such Shelf
     Registration Statement or any post-effective amendment, when the same has
     become effective, (B) of any comments by the Commission and by the Blue Sky
     or securities commissioner or regulator of any state with respect thereto
     or any request by the Commission for amendments or supplements to such
     Shelf Registration Statement or prospectus or for additional information,
     (C) of the issuance by the Commission of any stop order suspending the
     effectiveness of such Shelf Registration Statement or the initiation or
     threatening of any proceedings for that purpose, (D) if at any time the
     representations and warranties of the Issuer and the Guarantor contemplated
     by Section 3(e)(xv) or Section 5 hereof cease to be true and correct in all
     material respects, (E) of the receipt by the Issuer and the Guarantor of
     any notification with respect to the suspension of the qualification of the
     Registrable Securities for sale in any jurisdiction or the initiation or
     threatening of any proceeding for such purpose, or (F) if at any time when
     a prospectus is required to be delivered under the Securities Act, such
     Shelf Registration Statement, prospectus, prospectus amendment or
     supplement or post-effective amendment does not conform in all material
     respects to the applicable requirements of the Securities Act and the Trust
     Indenture Act and the rules and regulations of the Commission thereunder or
     contains an untrue statement of a material fact or omits to state any
     material fact required to be stated therein or necessary to make the
     statements therein not misleading in light of the circumstances then
     existing;


                                      -10-
<PAGE>

          (vii) use its reasonable best efforts to obtain the withdrawal of any
     order suspending the effectiveness of such registration statement or any
     post-effective amendment thereto at the earliest practicable date;

         (viii) if requested by any managing underwriter or underwriters, any
     placement or sales agent or any holder of Registrable Securities, promptly
     incorporate in a prospectus supplement or post-effective amendment such
     information as is required by the applicable rules and regulations of the
     Commission and as such managing underwriter or underwriters, such agent or
     such holder specifies should be included therein relating to the terms of
     the sale of such Registrable Securities, including information with respect
     to the principal amount of Registrable Securities being sold by such holder
     or agent or to any underwriters, the name and description of such holder,
     agent or underwriter, the offering price of such Registrable Securities and
     any discount, commission or other compensation payable in respect thereof,
     the purchase price being paid therefor by such underwriters and with
     respect to any other terms of the offering of the Registrable Securities to
     be sold by such holder or agent or to such underwriters; and make all
     required filings of such prospectus supplement or post-effective amendment
     promptly after notification of the matters to be incorporated in such
     prospectus supplement or post-effective amendment;

         (ix) upon request, furnish to each holder of Registrable Securities,
     each placement or sales agent, if any, therefor, each underwriter, if any,
     thereof and the respective counsel referred to in Section 3(e)(iv) an
     executed copy (or, in the case of a holder of Registrable Securities, a
     conformed copy) of such Shelf Registration Statement, each such amendment
     and supplement thereto (in each case including all exhibits thereto (in the
     case of a holder of Registrable Securities, upon request) and documents
     incorporated by reference therein) and such number of copies of such Shelf
     Registration Statement (excluding exhibits thereto and documents
     incorporated by reference therein unless specifically so requested by such
     holder, agent or underwriter, as the case may be) and of the prospectus
     included in such Shelf Registration Statement (including each preliminary
     prospectus and any summary prospectus), in conformity in all material
     respects with the applicable requirements of the Securities Act and the
     Trust Indenture Act and the rules and regulations of the Commission
     thereunder, and such other documents, as such holder, agent, if any, and
     underwriter, if any, may reasonably request in order to facilitate the
     offering and disposition of the Registrable Securities owned by such
     holder, offered or sold by such agent or underwritten by such underwriter
     and to permit such holder, agent and underwriter to satisfy the prospectus
     delivery requirements of the Securities Act; and, subject to Sections 2(a)
     and (b) and 3(e)(vi)(C), (E) and (F), the Issuer hereby consents to the use
     of such prospectus (including such preliminary and summary prospectus) and
     any amendment or supplement thereto by each such holder and by any such
     agent and underwriter, in each case in the form most recently provided to
     such person by the Issuer, in connection with the offering and sale of the
     Registrable Securities covered by the prospectus (including such
     preliminary and summary prospectus) or any supplement or amendment thereto;

         (x) use its reasonable best efforts to (A) register or qualify the
     Registrable Securities to be included in such Shelf Registration Statement
     under such securities laws or blue sky laws of such jurisdictions as any
     holder of such Registrable Securities and each placement or sales agent, if
     any, therefor and underwriter, if any,


                                      -11-
<PAGE>

     thereof shall reasonably request, (B) keep such registrations or
     qualifications in effect and comply with such laws so as to permit the
     continuance of offers, sales and dealings therein in such jurisdictions
     during the period the Shelf Registration is required to remain effective
     under Section 2(b) above or, if a shorter period, for so long as may be
     necessary to enable any such holder, agent or underwriter to complete its
     distribution of Securities pursuant to such Shelf Registration Statement
     and (C) take any and all other actions as may be reasonably necessary or
     advisable to enable each such holder, agent, if any, and underwriter, if
     any, to consummate the disposition in such jurisdictions of such
     Registrable Securities; provided, however, that neither the Issuer nor the
     Guarantor shall be required for any such purpose to (1) qualify as a
     foreign corporation in any jurisdiction wherein it would not otherwise be
     required to qualify but for the requirements of this Section 3(e)(x), (2)
     consent to general service of process in any such jurisdiction, (3) become
     subject to any tax or (4) make any changes to its certificate of
     incorporation or by-laws or any agreement between it and its stockholders;

          (xi) use its reasonable best efforts to obtain the consent or approval
     of each governmental agency or authority, whether Federal, state or local,
     which may be required to effect the Shelf Registration or the offering or
     sale in connection therewith or to enable the selling holder or holders to
     offer, or to consummate the disposition of, their Registrable Securities;

         (xii) cooperate with the holders of the Registrable Securities and the
     managing underwriters, if any, to facilitate the timely preparation and
     delivery of certificates representing Registrable Securities to be sold,
     which certificates shall be printed, lithographed or engraved, or produced
     by any combination of such methods, and which shall not bear any
     restrictive legends; and, in the case of an underwritten offering, enable
     such Registrable Securities to be in such denominations and in such names
     as the managing underwriters may request at least two business days prior
     to any sale of the Registrable Securities;

         (xiii) provide a CUSIP number for all Registrable Securities, not later
     than the applicable Effective Time;

         (xiv) enter into one or more underwriting agreements, engagement
     letters, agency agreements, "best efforts" underwriting agreements or
     similar agreements, as appropriate, including customary provisions relating
     to indemnification and contribu tion, and take such other actions in
     connection therewith as any holders of Registrable Securities aggregating
     at least 20% aggregate principal amount of the Registrable Securities at
     the time outstanding shall reasonably request in order to expedite or
     facilitate the disposition of such Registrable Securities; provided, that
     the Issuer shall not be required to enter into any such agreement more than
     once with respect to all of the Registrable Securities and may delay
     entering into such agreement until the consummation of any underwritten
     public offering which the Issuer shall have then engaged;

         (xv) whether or not an agreement of the type referred to in Section
     3(e)(xiv) hereof is entered into and whether or not any portion of the
     offering contemplated by the Shelf Registration is an underwritten offering
     or is made through a placement or sales agent or any other entity, (A) make
     such representations and warranties to the


                                      -12-
<PAGE>

     holders of the Registrable Securities covered by such Shelf Registration
     and the placement or sales agent, if any, therefor and the underwriters, if
     any, thereof in form, substance and scope as are customarily made in
     connection with an offering of debt securities pursuant to any appropriate
     agreement or to a registration statement filed on the form applicable to
     the Shelf Registration; (B) obtain an opinion of counsel to the Issuer and
     the Guarantor in customary form and covering such matters, of the type
     customarily covered by such an opinion, as the managing underwriters, if
     any, or as any holders of at least 20% in aggregate principal amount of the
     Registrable Securities at the time outstanding may reasonably request,
     addressed to such holder or holders and the placement or sales agent, if
     any, therefor and the underwriters, if any, thereof and dated the effective
     date of such Shelf Registration Statement (and if such Shelf Registration
     Statement contemplates an underwritten offering of a part or all of the
     Registrable Securities, dated the date of the closing under the
     underwriting agreement relating thereto) (it being agreed that the matters
     to be covered by such opinion shall include the due incorporation of the
     Issuer, the Guarantor and their material subsidiaries; the qualification of
     the Issuer, the Guarantor and their material U.S. subsidiaries to transact
     business as foreign corporations; the due authorization, execution and
     delivery of the relevant agreement of the type referred to in Section
     3(d)(xiv) hereof; the due authorization, execution, authentication and
     issuance, and the validity and enforceability, of the Registrable
     Securities; the absence of material legal or governmental proceedings
     involving the Issuer; the absence of a breach by the Issuer or any of its
     subsidiaries of, or a default under, material agreements binding upon the
     Issuer or any subsidiary of the Issuer; the absence of governmental
     approvals required to be obtained in connection with the Shelf
     Registration, the offering and sale of the Registrable Securities, this
     Exchange and Registration Rights Agreement or any agreement of the type
     referred to in Section 3(e)(xiv) hereof, except such approvals as may be
     required under state securities or blue sky laws; the material compliance
     as to form of such Shelf Registration Statement and any documents
     incorporated by refer ence therein and of the Indenture with the
     requirements of the Securities Act and the Trust Indenture Act and the
     rules and regulations of the Commission thereunder, respectively; and,
     subject to reasonable and customary limitations and exceptions; and, such
     counsel shall also state that, as of the date of the opinion and of the
     Shelf Registration Statement or most recent post-effective amendment
     thereto, as the case may be, the absence from such Shelf Registration
     Statement and the prospectus included therein, as then amended or
     supplemented, and from the documents incorporated by reference therein (in
     each case other than the financial statements and related footnotes and
     schedules and other financial information contained therein) of an untrue
     statement of a material fact or the omission to state therein a material
     fact necessary to make the statements therein not misleading (in the case
     of such documents, in the light of the circumstances existing at the time
     that such documents were filed with the Commission under the Exchange
     Act)); (C) obtain a "cold comfort" letter or letters from the independent
     certified public accountants of the Issuer addressed to the selling holders
     of Registrable Securities, the placement or sales agent, if any, therefor
     or the underwriters, if any, thereof, dated (i) the effective date of such
     Shelf Registration Statement and (ii) the effective date of any prospectus
     supple ment to the prospectus included in such Shelf Registration Statement
     or post-effective amendment to such Shelf Registration Statement which
     includes unaudited or audited financial statements as of a date or for a
     period subsequent to that of the latest such statements included in such
     prospectus (and, if such Shelf Registration Statement contemplates an
     underwritten offering


                                      -13-
<PAGE>

     pursuant to any prospectus supplement to the prospectus included in such
     Shelf Registration Statement or post-effective amendment to such Shelf
     Registration Statement which includes unaudited or audited financial
     statements as of a date or for a period subsequent to that of the latest
     such statements included in such prospectus, dated the date of the closing
     under the underwriting agreement relating thereto), such letter or letters
     to be in customary form and covering such matters of the type customarily
     covered by letters of such type; (D) deliver such documents and
     certificates, including officers' certificates, as may be reasonably
     requested by any holders of at least a 20% in aggregate principal amount of
     the Registrable Securities at the time outstanding or the placement or
     sales agent, if any, therefor and the managing underwriters, if any,
     thereof to evidence the accuracy of the representations and warranties made
     pursuant to clause (A) above or those contained in Section 5(a) hereof and
     the compliance with or satisfaction of any agreements or conditions
     contained in the underwriting agreement or other agreement entered into by
     the Issuer or the Guarantor; and (E) undertake such obligations relating to
     expense reimbursement, indemnification and contribution as are provided in
     Section 6 hereof;

         (xvi) notify in writing each holder of Registrable Securities of any
     proposal by the Issuer to amend or waive any provision of this Exchange and
     Registration Rights Agreement pursuant to Section 9(h) hereof and of any
     amendment or waiver effected pursuant thereto, each of which notices shall
     contain the text of the amendment or waiver proposed or effected, as the
     case may be;

         (xvii) in the event that any broker-dealer registered under the
     Exchange Act shall underwrite any Registrable Securities or participate as
     a member of an underwriting syndicate or selling group or "assist in the
     distribution" (within the meaning of the Rules of Fair Practice and the
     By-Laws of the National Association of Securities Dealers, Inc. ("NASD") or
     any successor thereto, as amended from time to time) thereof, whether as a
     holder of such Registrable Securities or as an underwriter, a placement or
     sales agent or a broker or dealer in respect thereof, or otherwise, assist
     such broker-dealer in complying with the requirements of such Rules and
     By-Laws, including by (A) if such Rules or By-Laws shall so require,
     engaging a "qualified independent underwriter" (as defined in the schedules
     thereto (or any successor thereto)) to participate in the preparation of
     the Shelf Registration Statement relating to such Registrable Securities,
     to exercise usual standards of due diligence in respect thereto and, if any
     portion of the offering contemplated by such Shelf Registration Statement
     is an underwritten offering or is made through a placement or sales agent,
     to recommend the yield of such Registrable Securities, (B) indemnifying any
     such qualified independent underwriter to the extent of the indemnification
     of underwriters provided in Section 6 hereof, and (C) providing such
     information to such broker-dealer as may be required in order for such
     broker-dealer to comply with the requirements of the Rules of Fair Practice
     of the NASD; and

         (xviii) comply with all applicable rules and regulations of the
     Commission, and make generally available to its security holders as soon as
     practicable but in any event not later than eighteen months after the
     effective date of such Shelf Registration Statement, an earning statement
     of the Issuer, the Guarantor and their subsidiaries complying with Section
     11(a) of the Securities Act (including, at the option of the Issuer, Rule
     158 thereunder).


                                      -14-
<PAGE>

     (f) In the event that the Issuer would be required, pursuant to Section
3(e)(vi)(F) above, to notify the selling holders of Registrable Securities, the
placement or sales agent, if any, therefor and the managing underwriters, if
any, thereof, as applicable, the Issuer shall without delay prepare and furnish
to each such holder, to each placement or sales agent, if any, and to each such
underwriter, if any, a reasonable number of copies of a prospectus supplemented
or amended so that, as thereafter delivered to purchasers of Registrable
Securities, such prospectus shall conform in all material respects to the
applicable requirements of the Securities Act and the Trust Indenture Act and
the rules and regulations of the Commission thereunder and shall not contain an
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not misleading in
light of the circumstances then existing. Each holder of Registrable Securities
agrees that upon receipt of any notice from the Issuer pursuant to Section
3(e)(vi)(F) hereof, such holder shall forthwith discontinue the disposition of
Registrable Securities pursuant to the Shelf Registration Statement applicable
to such Registrable Securities until such holder shall have received copies of
such amended or supplemented prospectus, and if so directed by the Issuer, such
holder shall deliver to the Issuer, (at the Issuer's expense) all copies, other
than permanent file copies, then in such holder's possession of the prospectus
covering such Registrable Securities at the time of receipt of such notice.

     (g) The Issuer may require each holder of Registrable Securities as to
which any Shelf Registration pursuant to Section 2(b) is being effected to
furnish to the Issuer such information regarding such holder and such holder's
intended method of distribution of such Registrable Securities as the Issuer may
from time to time reasonably request in writing, but only to the extent that
such information is required in order to comply with the Securities Act. Each
such holder agrees to notify the Issuer as promptly as practicable of any
inaccuracy or change in information previously furnished by such holder to the
Issuer or of the occurrence of any event in either case as a result of which any
prospectus relating to such Shelf Registration contains or would contain an
untrue statement of a material fact regarding such holder or such holder's
intended method of disposition of such Registrable Securities or omits to state
any material fact regarding such holder or such holder's intended method of
disposition of such Registrable Securities required to be stated therein or
necessary to make the statements therein not misleading in light of the
circumstances then existing, and promptly to furnish to the Issuer any
additional information required to correct and update any previously furnished
information or required so that such prospectus shall not contain, with respect
to such holder or the disposition of such Registrable Securities, an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading in
light of the circumstances then existing.

     (h) Until the expiration of two years after the Closing Date, the Issuer
will not, and will not permit any of its "affiliates" (as defined in Rule 144)
to, resell any of the Securities that have been reacquired by any of them except
pursuant to an effective registration statement under the Securities Act.

     4. Registration Expenses.

     The Issuer and the Guarantor, jointly and severally, agree to bear and to
pay or cause to be paid promptly, upon request, all expenses incident to the
Issuer's and the Guarantor's performance of or compliance with this Exchange and
Registration Rights Agreement,


                                      -15-
<PAGE>

including (a) all Commission and any NASD registration, filing and review fees
and expenses, (b) all fees and expenses in connection with the qualification of
the Securities for offering and sale under the State securities and blue sky
laws referred to in Section 3(e)(x) hereof and determination of their
eligibility for investment under the laws of such jurisdictions as any managing
underwriters or the holders of such Registrable Securities may designate,
including any reasonable fees and disbursements of counsel for the selling
holders or underwriters in connection with such qualification and determination,
(c) all expenses relating to the preparation, printing, production, distribution
and reproduction of each registration statement required to be filed hereunder,
each prospectus included therein or prepared for distribution pursuant hereto,
each amendment or supplement to the foregoing, the expenses of preparing the
Securities for delivery and the expenses of reproducing and distributing any
underwriting agreements, agreements among underwriters, selling agreements and
"Blue Sky" or legal investment memoranda and all other documents in connection
with the offering, sale or delivery of Securities to be disposed of (including
certificates representing the Securities), (d) messenger, telephone and delivery
expenses of the Issuer and the Guarantor relating to the offering, sale or
delivery of Securities and the preparation of documents referred in clause (c)
above, (e) fees and expenses of the Trustee under the Indenture, any agent of
the Trustee and any counsel for the Trustee and of any collateral agent or
custodian, (f) internal expenses (including all salaries and expenses of the
Issuer's and the Guarantor's officers and employees performing legal or
accounting duties), (g) fees, disbursements and expenses of counsel and
independent certified public accountants of the Issuer and the Guarantor
(including the expenses of any opinions or "cold comfort" letters required by or
incident to such performance and compliance), (h) reasonable fees, disbursements
and expenses of any "qualified independent underwriter" engaged pursuant to
Section 3(e)(xvii) hereof (i) reasonable fees, disbursements and expenses of one
counsel for the holders of Registrable Securities retained in connection with an
Exchange Registration and a Shelf Registration, as selected by the holders of at
least a majority in aggregate principal amount of the Registrable Securities
being registered (which counsel shall be reasonably satisfactory to the Issuer),
(j) any fees charged by securities rating services for rating the Securities and
(k) fees, expenses and disbursements of any other persons, including special
experts, retained by the Issuer or the Guarantor in connection with such
registration (collectively, the "Registration Expenses"). To the extent that any
Registration Expenses are incurred, assumed or paid by any holder of Registrable
Securities or any placement or sales agent therefor or underwriter thereof, the
Issuer and the Guarantor, jointly and severally, shall reimburse such person for
the full amount of the Registration Expenses so incurred, assumed or paid
promptly after receipt of a request therefor. It is understood, however, that
except as provided in this Section and in Section 6, the holders of the
Registrable Securities being registered shall pay all of their own costs and
expenses, including, but not limited to, all agency fees and commissions and
underwriting discounts and commissions attributable to the sale of such
Registrable Securities and the fees and disbursements of any counsel or other
advisors or experts retained by such holders (severally or jointly, other than
the counsel and experts specifically refereed to above).

5. Representations and Warranties.

     The Issuer and the Guarantor, jointly and severally, represents and
warrants to, and agrees with, the Purchaser and each of the holders from time to
time of Registrable Securities that:


                                      -16-
<PAGE>

         (a) Each registration statement covering Registrable Securities and
     each prospectus (including any preliminary or summary prospectus) contained
     therein or furnished pursuant to Section 3(e) or Section 3(d) hereof and
     any further amendments or supplements to any such registration statement or
     prospectus, when it becomes effective or is filed with the Commission, as
     the case may be, and, in the case of an underwritten offering of
     Registrable Securities, at the time of the closing under the underwriting
     agreement relating thereto, will conform in all material respects to the
     applicable requirements of the Securities Act and the Trust Indenture Act
     and the rules and regulations of the Commission thereunder and will not
     contain an untrue statement of a material fact or omit to state a material
     fact required to be stated therein or necessary to make the statements
     therein not misleading; and at all times subsequent to the Effective Time
     when a prospectus would be required to be delivered under the Securities
     Act, other than from (i) such time as a notice has been given to holders of
     Registrable Securities pursuant to Section 3(e)(vi)(F) or Section
     3(d)(iii)(F) hereof until (ii) such time as the Issuer furnishes an amended
     or supplemented prospectus pursuant to Section 3(f) or Section 3(d)(iv)
     hereof, each such registration statement, and each prospectus (including
     any summary prospectus) contained therein or furnished pursuant to Section
     3(e) or Section 3(d) hereof, as then amended or supple mented, will conform
     in all material respects to the applicable requirements of the Securities
     Act and the Trust Indenture Act and the rules and regulations of the
     Commission thereunder and will not contain an untrue statement of a
     material fact or omit to state a material fact required to be stated
     therein or necessary to make the statements therein not misleading in the
     light of the circumstances then existing; provided, however, that this
     representation and warranty shall not apply to any statements or omissions
     made in reliance upon and in conformity with information furnished in
     writing to the Issuer by or on behalf of a holder of Registrable Securities
     expressly for use therein.

         (b) Any documents incorporated by reference in any prospectus referred
     to in Section 5(a) hereof, when they become or became effective or are or
     were filed with the Commission, as the case may be, will conform or
     conformed in all material respects to the requirements of the Securities
     Act or the Exchange Act, as applicable, and none of such documents will
     contain or contained an untrue statement of a material fact or will omit or
     omitted to state a material fact required to be stated therein or necessary
     to make the statements therein not misleading; provided, however, that this
     representation and warranty shall not apply to any statements or omissions
     made in reliance upon and in conformity with information furnished in
     writing to the Issuer by or on behalf of a holder of Registrable Securities
     expressly for use therein.

         (c) The compliance by the Issuer and the Guarantor with all of the
     provisions of this Exchange and Registration Rights Agreement and the
     consummation of the transactions herein contemplated will not (i) result in
     any violation of the provisions of the Memorandum and Articles of
     Association of the Issuer, the Memorandum of Association or Bye-laws of the
     Guarantor, (ii) result in a breach or violation of any of the terms or
     provisions of, or constitute a default under, any indenture, mortgage, deed
     of trust, loan agreement or other agreement or instrument to which the
     Issuer or the Guarantor or any of their subsidiaries is a party or by which
     the Issuer or the Guarantor or any of their subsidiaries is bound or to
     which any of the property or assets of the Issuer or the Guarantor or any
     of their subsidiaries is subject, nor

                                      -17-
<PAGE>

     (iii) will such action result in any violation of any existing statute,
     order, rule or regulation of any court or governmental agency or body
     having jurisdiction over the Issuer, the Guarantor or any of their
     subsidiaries or any of their properties except, in the case of clauses (ii)
     and (iii) above, such breaches or violations which would not, individually
     or in the aggregate, be reasonably likely to have a material adverse
     change, in or affecting the general affairs, management, financial
     position, shareholders' equity or results of operations of the Issuer, the
     Guarantor and their subsidiaries taken as a whole; and no consent,
     approval, authorization, order, registration or qualification of or with
     any such governmental agency is required for the issue and sale of the
     Securities or the consummation by the Issuer or the Guarantor of the
     transactions contemplated by this Registration Rights Agreement, except the
     registration under the Securities Act of the Securities, qualification of
     the Indenture under the Trust Indenture Act and such consents, approvals,
     authorizations, registrations or qualifications as may be required under
     State securities or blue sky laws in connection with the offering and
     distribution of the Securities.

         (d) This Exchange and Registration Rights Agreement has been duly
     authorized, executed and delivered by the Issuer and the Guarantor.

     6. Indemnification.

     (a) Indemnification by the Issuer and the Guarantor. The Issuer and the
Guarantor, jointly and severally, will indemnify and hold harmless each of the
holders of Registrable Securities included in a registration statement filed
pursuant to Section 2(a) or 2(b) hereof, and each person who participates as a
placement or sales agent or as an underwriter in any offering or sale of such
Registrable Securities against any losses, claims, damages or liabilities, joint
or several, to which such holder, agent or underwriter may become subject under
the Securities Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact contained in any
registration statement under which such Registrable Securities were registered
under the Securities Act, or any preliminary, final or summary prospectus
contained therein or furnished by the Issuer or the Guarantor to any such
holder, agent or underwriter, or any amendment or supplement thereto, or arise
out of or are based upon the omission or alleged omission to state therein a
material fact necessary to make the statements therein not misleading, and will
reimburse such holder, such agent and such underwriter for any legal or other
expenses reasonably incurred by them in connection with investigating or
defending any such action or claim as such expenses are incurred; provided,
however, that the Issuer and the Guarantor shall not be liable in any such case
to the extent that any such loss, claim, damage or liability arises out of or is
based upon an untrue statement or alleged untrue statement or omission or
alleged omission made in such registration statement, or preliminary, final or
summary prospectus, or amendment or supplement thereto, in reliance upon and in
conformity with written information furnished to the Issuer or the Guarantor by
or on behalf of holders of Registrable Securities expressly for use therein;

     (b) Indemnification by the Holders and any Agents and Underwriters. The
Issuer may require, as a condition to including any Registrable Securities in
any registration statement filed pursuant to Section 2(b) hereof and to entering
into any underwriting agreement with respect thereto, that the Issuer shall have
received an undertaking


                                      -18-
<PAGE>

reasonably satisfactory to it from the holder of such Registrable Securities and
from each underwriter named in any such underwriting agreement, severally and
not jointly, to (i) indemnify and hold harmless the Issuer and the Guarantor,
and all other holders of Registrable Securities, against any losses, claims,
damages or liabilities to which the Issuer or the Guarantor or such other
holders of Registrable Securities may become subject, under the Securities Act
or otherwise, insofar as such losses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon an untrue statement or
alleged untrue statement of a material fact contained in such registration
statement, or any preliminary, final or summary prospectus contained therein or
furnished by the Issuer to any such holder, agent or underwriter, or any
amendment or supplement thereto, or arise out of or are based upon the omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, in each case
to the extent, but only to the extent, that such untrue statement or alleged
untrue statement or omission or alleged omission was made in reliance upon and
in conformity with written information furnished to the Issuer or the Guarantor
by or on behalf of such holder or underwriter expressly for use therein, and
(ii) reimburse the Issuer or the Guarantor for any legal or other expenses
reasonably incurred by the Issuer or the Guarantor in connection with
investigating or defending any such action or claim as such expenses are
incurred; provided, however, that no such holder shall be required to undertake
liability to any person under this Section 6(b) for any amounts in excess of the
dollar amount of the proceeds to be received by such holder from the sale of
such holder's Registrable Securities pursuant to such registration.

     (c) Notices of Claims, Etc. Promptly after receipt by an indemnified party
under subsection (a) or (b) above of notice of the commencement of any action,
such indemnified party shall, if a claim in respect thereof is to be made
against an indemnifying party pursuant to the indemnification provisions of or
contemplated by this Section 6, notify such indemnifying party in writing of the
commencement of such action; but the omission so to notify the indemnifying
party shall not relieve it from any liability which it may have to any
indemnified party other than under the indemnification provisions of or
contemplated by Section 6(a) or 6(b) hereof. In case any such action shall be
brought against any indemnified party and it shall notify an indemnifying party
of the commencement thereof, and such indemnifying party shall be entitled to
participate therein and, to the extent that it shall wish, jointly with any
other indemnifying party similarly noti fied, to assume the defense thereof,
with counsel reasonably satisfactory to such indemnified party (who shall not,
except with the consent of the indemnified party, be counsel to the indemnifying
party), and, after notice from the indemnifying party to such indemnified party
of its election so to assume the defense thereof, such indemnifying party shall
not be liable to such indemnified party for any legal expenses of other counsel
or any other expenses, in each case subsequently incurred by such indemnified
party, in connection with the defense thereof other than reasonable costs of
investigation. No indemnifying party shall, without the written consent of the
indemnified party, effect the settlement or compromise of, or consent to the
entry of any judgment with respect to, any pending or threatened action or claim
in respect of which indemnification or contribution may be sought hereunder
(whether or not the indemnified party is an actual or potential party to such
action or claim) unless such settlement, compromise or judgment (i) includes an
unconditional release of the indemnified party from all liability arising out of
such action or claim and (ii) does not include a statement as to or an admission
of fault, culpability or a failure to act by or on behalf of any indemnified
party.


                                      -19-
<PAGE>

     (d) Contribution. If for any reason the indemnification provisions
contemplated by Section 6(a) or Section 6(b) are unavailable to or insufficient
to hold harmless an indemnified party in respect of any losses, claims, damages
or liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities (or
actions in respect thereof) in such proportion as is appropriate to reflect the
relative fault of the indemnifying party and the indemnified party in connection
with the statements or omissions which resulted in such losses, claims, damages
or liabilities (or actions in respect thereof), as well as any other relevant
equitable considerations. The relative fault of such indemnifying party and
indemnified party shall be determined by reference to, among other things,
whether 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
such indemnifying party or by such indemnified party, and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission. The parties hereto agree that it would not be just
and equitable if contributions pursuant to this Section 6(d) were determined by
pro rata allocation (even if the holders or any agents or underwriters or all of
them 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 this Section 6(d). The amount paid or payable by an indemnified party as a
result of the losses, claims, damages, or liabilities (or actions in respect
thereof) referred to above shall be deemed to include any legal or other fees or
expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this Section 6(d), no holder shall be required to contribute any
amount in excess of the amount by which the dollar amount of the proceeds
received by such holder from the sale of any Registrable Securities (after
deducting any fees, discounts and commissions applicable thereto) exceeds the
amount of any damages which such holder has otherwise been required to pay by
reason of such untrue or alleged untrue statement or omission or alleged
omission, and no underwriter shall be required to contribute any amount in
excess of the amount by which the total price at which the Registrable
Securities underwritten by it and distributed to the public were offered to the
public exceeds the amount of any damages which such 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. The holders' and any underwriters' obligations in this
Section 6(d) to contribute shall be several in proportion to the principal
amount of Registrable Securities registered or underwritten, as the case may be,
by them and not joint.

     (e) The obligations of the Issuer and the Guarantor under this Section 6
shall be in addition to any liability which the Issuer or the Guarantor may
otherwise have and shall extend, upon the same terms and conditions, to each
officer, director and partner of each holder, agent and underwriter and each
person, if any, who controls any holder, agent or underwriter within the meaning
of the Securities Act; and the obligations of the holders and any agents or
underwriters contemplated by this Section 6 shall be in addition to any
liability which the respective holder, agent or underwriter may otherwise have
and shall extend, upon the same terms and conditions, to each officer and
director of the Issuer and the Guarantor (including any person who, with his
consent, is named in any registration statement as about to become a director of
the Issuer or the Guarantor) and to each


                                      -20-
<PAGE>

person, if any, who controls the Issuer or the Guarantor within the meaning of
the Securities Act.

     7. Underwritten Offerings.

     (a) Selection of Underwriters. If any of the Registrable Securities covered
by the Shelf Registration are to be sold pursuant to an underwritten offering,
the managing underwriter or underwriters thereof shall be designated by the
holders of at least a majority in aggregate principal amount of the Registrable
Securities to be included in such offering, provided that such designated
managing underwriter or underwriters is or are reasonably acceptable to the
Issuer.

     (b) Participation by Holders. Each holder of Registrable Securities hereby
agrees with each other such holder that no such holder may participate in any
underwritten offering hereunder unless such holder (i) agrees to sell such
holder's Registrable Securities on the basis provided in any underwriting
arrangements 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 reasonably
required under the terms of such underwriting arrangements.

     8. Rule 144.

     Each of the Issuer and the Guarantor covenants to the holders of
Registrable Securities that to the extent it shall be required to do so under
the Exchange Act, it shall timely file the reports required to be filed by it
under the Exchange Act or the Securities Act (including the reports under
Section 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of
Rule 144 adopted by the Commission under the Securities Act) and the rules and
regulations adopted by the Commission thereunder, and shall take such further
action as any holder of Registrable Securities 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 limitations
of the exemption provided by Rule 144 under the Securities Act, as such Rule may
be amended from time to time, or any similar or successor rule or regulation
hereafter adopted by the Commis sion. Upon the request of any holder of
Registrable Securities in connection with that holder's sale pursuant to Rule
144, the Issuer or the Guarantor, as applicable, shall deliver to such holder a
written statement as to whether it has complied with such requirements.

     9. Miscellaneous.

     (a) No Inconsistent Agreements. The Issuer represents, warrants, covenants
and agrees that it has not granted, and shall not grant, registration rights
with respect to Registrable Securities or any other securities which would be
inconsistent with the terms contained in this Exchange and Registration Rights
Agreement.

     (b) Specific Performance. The parties hereto acknowledge that there would
be no adequate remedy at law if any party fails to perform any of their
respective obligations hereunder and that each party may be irreparably harmed
by any such failure, and accordingly agree that each party, in addition to any
other remedy to which they may be entitled at law or in equity, shall be
entitled to compel specific performance of the respective obligations of any
other party under this Exchange and Registration Rights


                                      -21-
<PAGE>


Agreement in accordance with the terms and conditions of this Exchange and
Registration Rights Agreement, in any court of the United States or any State
thereof having jurisdiction.

     (c) Notices. All notices, requests, claims, demands, waivers and other
communications hereunder shall be in writing and shall be deemed to have been
duly given when delivered by hand, if delivered personally or by courier, or
three days after being deposited in the mail (registered or certified mail,
postage prepaid, return receipt requested) as follows: If to the Issuer or the
Guarantor, to it at 767 Fifth Avenue, Suite 4300, New York, New York 10153, c/o
RSL Communications, N. America, Inc., Attention: Avery Fischer, Esq. with a copy
to Debevoise & Plimpton, 875 Third Avenue, New York, New York 10022, Attention:
George Maguire, Esq., and if to a holder, to the address of such holder set
forth in the security register or other records of the Issuer, or to such other
address as the Issuer or any such holder may have furnished to the other in
writing in accordance herewith, except that notices of change of address shall
be effective only upon receipt.

     (d) Parties in Interest. All the terms and provisions of this Exchange and
Registration Rights Agreement shall be binding upon, shall inure to the benefit
of and shall be enforceable by the parties hereto and the holders from time to
time of the Registrable Securities and the respective successors and assigns of
the parties hereto and such holders. In the event that any transferee of any
holder of Registrable Securities shall acquire Registrable Securities, in any
manner, whether by gift, bequest, purchase, operation of law or otherwise, such
transferee shall, without any further writing or action of any kind, be deemed a
beneficiary hereof for all purposes and such Registrable Securities shall be
held subject to all of the terms of this Exchange and Registration Rights
Agreement, and by taking and holding such Registrable Securities such transferee
shall be entitled to receive the benefits of, and be conclusively deemed to have
agreed to be bound by, all of the applicable terms and provisions of this
Exchange and Registration Rights Agreement. If the Issuer shall so request, any
such successor, assign or transferee shall acknowledge in writing that such
successor, assign, or transferee will acquire and hold the Registrable
Securities subject to all of the applicable terms hereof.

     (e) Survival. The respective indemnities, agreements, representations,
warranties and each other provision set forth in this Exchange and Registration
Rights Agreement or made pursuant hereto shall remain in full force and effect
regardless of any investigation (or statement as to the results thereof) made by
or on behalf of the Purchaser or any holder of Registrable Securities, any
director, officer or partner of such holder, any agent or underwriter or any
director, officer or partner thereof, or any controlling person of any of the
foregoing, and shall survive delivery of and payment for the Registrable
Securities pursuant to the Purchase Agreement and the transfer and registration
of Registrable Securities by such holder and the consummation of an Exchange
Offer.

     (f) LAW GOVERNING. THIS EXCHANGE AND REGISTRATION RIGHTS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.

     (g) Headings. The descriptive headings of the several Sections and
paragraphs of this Exchange and Registration Rights Agreement are inserted for
convenience only, do not constitute a part of this Exchange and Registration
Rights Agreement and shall not affect


                                      -22-
<PAGE>


in any way the meaning or interpretation of this Exchange and Registration
Rights Agreement.

     (h) Entire Agreement; Amendments. This Exchange and Registration Rights
Agreement and the other writings referred to herein (including the Indenture and
the form of Securities) or delivered pursuant hereto which form a part hereof
contain the entire understanding of the parties with respect to its subject
matter. This Exchange and Registration Rights Agreement supersedes all prior
agreements and understandings between the parties with respect to its subject
matter. This Exchange and Registration Rights Agreement may be amended and the
observance of any term of this Exchange and Registration Rights Agreement may be
waived (either generally or in a particular instance and either retroactively or
prospectively) only by a written instrument duly executed by the Issuer and the
holders of at least a majority in aggregate principal amount of the Registrable
Securities at the time outstanding. Each holder of any Registrable Securities at
the time or thereafter outstanding shall be bound by any amendment or waiver
effected pursuant to this Section 9(h), whether or not any notice, writing or
marking indicating such amendment or waiver appears on such Registrable
Securities or is delivered to such holder. Notwithstanding the foregoing, a
waiver or consent to departure from the provisions hereof that relates
exclusively to the rights of holders whose Registrable Securities are being
tendered pursuant to the Exchange Offer and that does not affect directly or
indirectly the rights of other holders whose Registrable Securities are not
being tendered pursuant to such Exchange Offer may be given by the holders of at
least a majority of the outstanding principal amount of Registrable Securities
being tendered or registered.

     (i) Inspection. For so long as this Exchange and Registration Rights
Agreement shall be in effect, this Exchange and Registration Rights Agreement
and a complete list of the names and addresses of all the holders of Registrable
Securities shall be made available for inspection and copying on any business
day by any holder of Registrable Securities for proper purposes only (which
shall include any purpose related to the rights of the holders of Registrable
Securities under the Securities, the Indenture and this Agreement) at the
offices of the Issuer at the address thereof set forth in Section 9(c) above and
at the office of the Trustee under the Indenture.


                                      -23-
<PAGE>

     (j) Counterparts. This agreement may be executed by the parties in
counterparts, each of which shall be deemed to be an original, but all such
respective counterparts shall together constitute one and the same instrument.

     Agreed to and accepted as of the date referred to above.

                                        RSL COMMUNICATIONS PLC

                                        By: /s/ Itzhak Fisher
                                            -------------------------------
                                            Name: Itzhak Fisher
                                            Title: President CEO


                                        RSL COMMUNICATIONS, LTD.

                                        By: /s/ Itzhak Fisher
                                            -------------------------------
                                            Name: Itzhak Fisher
                                            Title: President and CEO


                                        GOLDMAN, SACHS & CO.

                                       By:  /s/ Goldman, Sachs & Co.
                                            -------------------------------
                                            (Goldman, Sachs & Co.)




                                      -24-
<PAGE>

                                                                       Exhibit A

                             RSL COMMUNICATIONS PLC
                             RSL COMMUNICATIONS LTD.

                         INSTRUCTION TO DTC PARTICIPANTS

                                (Date of Mailing)

                     URGENT - IMMEDIATE ATTENTION REQUESTED

                         DEADLINE FOR RESPONSE: [DATE](1)

         The Depository Trust Company ("DTC") has identified you as a DTC
Participant through which beneficial interests in RSL Communications PLC's (the
"Issuer") $175,000,000 aggregate principal amount at maturity 9 7/8% Senior
Notes due 2009 (the "Notes") are held. The Notes are unconditionally guaranteed
as to payment of principal, interest and any other amounts due thereon (the
"Notes Guarantee") by RSL Communications, Ltd. (the "Guarantor"). The Notes and
the Notes Guarantee, collectively, are the "Securities".

         The Issuer is in the process of registering the Securities under the
Securities Act of 1933 for resale by the beneficial owners thereof. In order to
have their Securities included in the registration statement, beneficial owners
must complete and return the enclosed Notice of Registration Statement and
Selling Securityholder Questionnaire.

         It is important that beneficial owners of the Securities receive a copy
of the enclosed materials as soon as possible as their rights to have the
Securities included in the registration statement depend upon their returning
the Notice and Questionnaire by [DEADLINE FOR RESPONSE]. Please forward a copy
of the enclosed documents to each beneficial owner that holds interests in the
Securities through you. If you require more copies of the enclosed materials or
have any questions pertaining to this matter, please contact [ ] , Attention:
[                                                    ].

--------
(1) Not less than 28 calendar days from date of mailing.


                                      -25-
<PAGE>


                            RSL Communications PLC
                            RSL Communications, Ltd.

                        Notice of Registration Statement
                                       and
                      Selling Securityholder Questionnaire

                                     (Date)

         Reference is hereby made to the Exchange and Registration Rights
Agreement (the "Exchange and Registration Rights Agreement"), between RSL
Communications PLC (the "Issuer"), RSL Communications, Ltd. (the "Guarantor")
and the Purchaser named therein. Pursuant to the Exchange and Registration
Rights Agreement, the Issuer has filed with the United States Securities and
Exchange Commission (the "Commission") a registration statement on Form [___]
(the "Shelf Registration Statement") for the registration and resale under Rule
415 of the Securities Act of 1933, as amended (the "Securities Act"), of the
Issuer's $175,000,000 aggregate principal amount at maturity 9 7/8% Senior Notes
due 2009 (the "Notes"). The Notes are unconditionally guaranteed as to payment
of principal, interest and any other amounts due thereon (the "Notes Guarantee")
by RSL Communications, Ltd. (the "Guarantor"). The Notes Guarantee together with
the Notes are the "Securities". A copy of the Exchange and Registration Rights
Agreement is attached hereto. All capitalized terms not otherwise defined herein
shall have the meanings ascribed thereto in the Exchange and Registration Rights
Agreement.

         Each beneficial owner of Registrable Securities (as defined below) is
entitled to have the Registrable Securities beneficially owned by it included in
the Shelf Registration Statement. In order to have Registrable Securities
included in the Shelf Registration Statement, this Notice of Registration
Statement and Selling Securityholder Questionnaire ("Notice and Questionnaire")
must be completed, executed and delivered to the Issuer's counsel at the address
set forth herein for receipt ON OR BEFORE [DEADLINE FOR RESPONSE]. Beneficial
owners of Registrable Securities who do not complete, execute and return this
Notice and Questionnaire by such date (i) will not be named as selling
securityholders in the Shelf Registration Statement and (ii) may not use the
Prospectus forming a part thereof for resales of Registrable Securities.

         Certain legal consequences arise from being named as a selling
securityholder in the Shelf Registration Statement and related Prospectus.
Furthermore, pursuant to the Exchange and Registration Rights Agreement, you may
be liable to the Issuer, the Guarantor and other selling securityholders for any
losses that result from inaccuracies or omissions in the information you are
requested to provide herein. Accordingly, holders and beneficial owners of
Registrable Securities are advised to consult their own securities law counsel
regarding the consequences of being named or not being named as a selling
securityholder in the Shelf Registration Statement and related Prospectus.

     The term "Registrable Securities" is defined in the Exchange and
Registration Rights Agreement.


                                      -26-
<PAGE>

                                    ELECTION

         The undersigned holder (the "Selling Securityholder") of Registrable
Securities hereby elects to include in the Shelf Registration Statement the
Registrable Securities beneficially owned by it and listed below in Item (3).
The undersigned, by signing and returning this Notice and Questionnaire, agrees
to be bound with respect to such Registrable Securities by the terms and
conditions of this Notice and Questionnaire and the Exchange and Registration
Rights Agreement, including, without limitation, Section 6 of the Registration
Rights Agreement, as if the undersigned Selling Securityholder were an original
party thereto.

         Upon any sale of Registrable Securities pursuant to the Shelf
Registration Statement, the Selling Securityholder will be required to deliver
to the Issuer and Trustee the Notice of Transfer set forth in Appendix A to the
Prospectus and as Exhibit B to the Exchange and Registration Rights Agreement.

         The Selling Securityholder hereby provides the following information to
the Issuer and represents and warrants that such information is accurate and
complete:


<PAGE>

                                  QUESTIONNAIRE

               (a) Full Legal Name of Selling Securityholder:

     ---------------------------------------------------------------------------

                    (i)  Full Legal Name of Registered Holder (if not the same
                         as in (a) above) of Registrable Securities Listed in
                         Item (3) below:

     ---------------------------------------------------------------------------

                    (ii) Full Legal Name of DTC Participant (if applicable and
                         if not the same as (i) above) Through Which Registrable
                         Securities Listed in Item (3) below are Held:

     ---------------------------------------------------------------------------

               (b) Address for Notices to Selling Securityholder:

     ---------------------------------------------------------------------------

     ---------------------------------------------------------------------------

     ---------------------------------------------------------------------------

     Telephone:
                ----------------------------------

     Fax:
          ----------------------------------------

     Contact Person:
                    ------------------------------

               (c) Beneficial Ownership of Securities:

     Except as set forth below in this Item (3), the undersigned does not
beneficially own any Securities.

                    (i)  Principal amount of Registrable Securities beneficially
                         owned:
                                ------------------------------------------------


         CUSIP No(s). of such Registrable Securities:
                                                      --------------------------

                    (ii) Principal amount of Securities other than Registrable
                         Securities beneficially owned:
                                                        ------------------------

         CUSIP No(s). of such other Securities:
                                                --------------------------------


<PAGE>


                    (iii) Principal amount of Registrable Securities which the
                          undersigned wishes to be included in the Shelf
                          Registration Statement:
                                                  ------------------------------

         CUSIP No(s). of such Registrable Securities to be included in the Shelf
         Registration Statement:
                                 -----------------------------------------------

               (d)  Beneficial Ownership of Other Securities of the Issuer and
                    the Guarantor:

     Except as set forth below in this Item (4), the undersigned Selling
Securityholder is not the beneficial or registered owner of any other securities
of the Issuer or the Guarantor, other than the Securities listed above in Item
(3).

     State any exceptions here:



               (e)  Relationships with the Issuer and the Guarantor:

     Except as set forth below, neither the Selling Securityholder nor any of
its affiliates, officers, directors or principal equity holders (5% or more) has
held any position or office or has had any other material relationship with the
Issuer or the Guarantor (or their predecessors or affiliates) during the past
three years.

     State any exceptions here:



               (f)  Plan of Distribution:

         Except as set forth below, the undersigned Selling Securityholder
intends to distribute the Registrable Securities listed above in Item (3) only
as follows (if at all): Such Registrable Securities may be sold from time to
time directly by the undersigned Selling Securityholder or, alternatively,
through underwriters, broker-dealers or agents. Such Registrable Securities may
be sold in one or more transactions at fixed prices, at prevailing market prices
at the time of sale, at varying prices determined at the time of sale, or at
negotiated prices. Such sales may be effected in transactions (which may involve
crosses or block transactions) (i) on any national securities exchange or
quotation service on which the Registered Securities may be listed or quoted at
the time of sale, (ii) in the over-the-counter market, (iii) in transactions
otherwise than on such exchanges or services or in the over-the-counter market,
or (iv) through the writing of options. In connection with sales of the
Registrable Securities or otherwise, the Selling Securityholder may enter into
hedging transactions with broker-dealers, which may in turn engage in short
sales of the Registrable Securities in the course of hedging the positions they
assume. The Selling Securityholder may also sell Registrable Securities


                                      -2-
<PAGE>

short and deliver Registrable Securities to close out such short positions, or
loan or pledge Registrable Securities to broker-dealers that in turn may sell
such securities.

     State any exceptions here:

     By signing below, the Selling Securityholder acknowledges that it
understands its obligation to comply, and agrees that it will comply, with the
provisions of the Exchange Act and the rules and regulations thereunder,
particularly Regulation M.

     In the event that the Selling Securityholder transfers all or any portion
of the Registrable Securities listed in Item (3) above after the date on which
such information is provided to the Issuer, the Selling Securityholder agrees to
notify the transferee(s) at the time of the transfer of its rights and
obligations under this Notice and Questionnaire and the Exchange and
Registration Rights Agreement.

     By signing below, the Selling Securityholder consents to the disclosure of
the information contained herein in its answers to Items (1) through (6) above
and the inclusion of such information in the Shelf Registration Statement and
related Prospectus. The Selling Securityholder understands that such information
will be relied upon by the Issuer and the Guarantor in connection with the
preparation of the Shelf Registration Statement and related Prospectus.

     In accordance with the Selling Securityholder's obligation under Section
3(d) of the Exchange and Registration Rights Agreement to provide such
information as may be required by law for inclusion in the Shelf Registration
Statement, the Selling Securityholder agrees to promptly notify the Issuer of
any inaccuracies or changes in the information provided herein which may occur
subsequent to the date hereof at any time while the Shelf Registration Statement
remains in effect. All notices hereunder and pursuant to the Exchange and
Registration Rights Agreement shall be made in writing, by hand-delivery,
first-class mail, or air courier guaranteeing overnight delivery as follows:

         (i) To the Issuer and the Guarantor:

                  (c/o RSL Communications, N. America, Inc.)
                  RSL Communications PLC
                  RSL Communications, Ltd.
                  [                                 ]
                  [                                 ]
                  Attention:


                                      -3-
<PAGE>

         (ii) With a copy to:

                  [                              ]
                  [                              ]
                  [                              ]
                  Attention:


     Once this Notice and Questionnaire is executed by the Selling
Securityholder and received by the Issuer 's counsel, the terms of this Notice
and Questionnaire, and the representations and warranties contained herein,
shall be binding on, shall inure to the benefit of and shall be enforceable by
the respective successors, heirs, personal representatives, and assigns of the
Issuer, the Guarantor and the Selling Securityholder (with respect to the
Registrable Securities beneficially owned by such Selling Securityholder and
listed


                                       -4-


<PAGE>


in Item (3) above. This Agreement shall be governed in all respects by the laws
of the State of New York.

     IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused
this Notice and Questionnaire to be executed and delivered either in person or
by its duly authorized agent.

Dated:
       ---------------------

                      ---------------------------------------------------------
                      Selling Securityholder
                      (Print/type full legal name of beneficial
                      owner of Registrable Securities)

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

PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT ON
OR BEFORE [DEADLINE FOR RESPONSE] TO THE ISSUER'S COUNSEL AT:

         [                                  ]
         [                                  ]
         [                                  ]
         [                                  ]


                                      -5-
<PAGE>

                                                                      Exhibit B

NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT

RSL Communications PLC
c/o Trustee
[                              ]
[                              ]
[                              ]


Attention:  Trust Officer

         Re:  RSL Communications PLC (the "Issuer")
              9 7/8% Senior Notes due 2009
              ----------------------------

Dear Sirs:

         Please be advised that _____________________ has transferred
$___________ aggregate principal amount of the above-referenced Notes pursuant
to an effective Registration Statement on Form [___] (File No. 333-____) filed
by the Issuer.

         We hereby certify that the prospectus delivery requirements, if any, of
the Securities Act of 1933, as amended, have been satisfied and that the
above-named beneficial owner of the Notes is named as a "Selling Holder" in the
Prospectus dated ___________, 199_ or in supplements thereto, and that the
aggregate principal amount of the Notes transferred are the Notes listed in such
Prospectus opposite such owner's name.

Dated:

                                    Very truly yours,

                                    ------------------------
                                    (Name)

                                    By:
                                       ---------------------
                                       (Authorized Signature)