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                                                                     Exhibit 4.4


             THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and
entered into as of February 17, 2000, between Intermedia Communications Inc., a
Delaware corporation (the "Company") and ICI Ventures LLC (the "Purchaser").

             This Agreement is made pursuant to the Purchase Agreement, dated
January 11, 2000 (the "Purchase Agreement"), by and among the Company and the
Purchaser. In order to induce the Purchaser to purchase 200,000 shares of the
Company's 7% Series G Junior Convertible Participating Preferred Stock, par
value $1.00 per share (the "Series G Preferred Stock"; provided, that references
herein to the Series G Preferred Stock shall be deemed to include any preferred
stock and warrants issued upon a recapitalization of the Series G Preferred
Stock) and warrants to purchase 1,000,000 shares of the Company's common stock,
par value $.01 per share (the "Common Stock") at $40.00 per share and warrants
to purchase 1,000,000 shares of the Common Stock at $45.00 per share, in each
case, subject to adjustment (collectively, the "Warrants"), the Company has
agreed to provide the registration rights set forth in this Agreement. The
execution and delivery of this Agreement is a condition to the obligations of
the Purchaser set forth in Section 4 of the Purchase Agreement.

             In consideration of the foregoing, the parties hereto agree as
follows:

       SECTION 1. DEFINITIONS

             As used in this Agreement, the following capitalized terms shall
have the following meanings:

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

             "Business Day" means any day except a Saturday, Sunday or other day
in the City of New York on which banks are authorized to close.

             "Conversion Shares" means the shares of Common Stock or other
securities issued or issuable upon the conversion or a change of control payment
with respect to the Series G Preferred Stock.

             "Dividend Shares" means the shares of Common Stock or other
securities issued or issuable as dividends or other distributions on the Series
G Preferred Stock.

             "Exchange Act" means the Securities Exchange Act of 1934, as
amended from time to time and the rules and regulations of the SEC promulgated
thereunder.

             "Holder" means the Purchaser, for so long as the Purchaser owns any
Series G Preferred Stock, any Warrants or any Registrable Securities, and its
successors, assigns and


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direct and indirect transferees who become registered owners of Series G
Preferred Stock, Warrants or Registrable Securities.

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

             "Person" means an individual, partnership, corporation, trust or
unincorporated organization, or a government or agency or political subdivision
thereof.

             "Prospectus" means the prospectus included in a Registration
Statement at the time such Registration Statement is declared effective, as
amended or supplemented by any prospectus supplement and by all other amendments
thereto, including post-effective amendments, and all documents incorporated by
reference into such Prospectus.

             "Registrable Securities" shall mean any of (a) the Conversion
Shares, (b) the Warrant Shares (c) the Dividend Shares and (d) any other
securities issued or issuable with respect to the Conversion Shares, Warrant
Shares or Dividend Shares by way of a stock dividend or stock split or in
connection with a combination of shares, recapitalization, merger, consolidation
or other reorganization or otherwise until such date as such security (i) is
effectively registered under the Act and disposed of in accordance with a
registration statement, (ii) is distributed to the public pursuant to Rule 144
under the Act or (iii) has ceased to be outstanding. For purposes of this
Agreement, any required calculation of the amount of, or percentage of,
Registrable Securities shall be based on the number of shares of Common Stock
which are Registrable Securities, including shares issuable upon the conversion,
exchange or exercise of any security convertible, exchangeable or exercisable
into Common stock (including the Series G Preferred Stock and the Warrants).

             "Registration Statement" shall mean any registration statement of
the Company which covers any of the Registrable Securities pursuant to the
provisions of this Agreement and all amendments and supplements to any such
Registration Statement, including post-effective amendments, in each case
including the Prospectus contained therein, all exhibits thereto and all
documents incorporated by reference therein.

             "Rule 144" shall mean Rule 144 under the Act, as such Rule may be
amended from time to time, or any similar rule (other than Rule 144A) or
regulation hereafter adopted by the SEC providing for offers and sales of
securities made in compliance therewith resulting in offers and sales by
subsequent holders that are not affiliates of an issuer of such securities being
free of the registration and prospectus delivery requirements of the Act.

             "Rule 144A" shall mean Rule 144A under the Act as such Rule may be
amended from time to time.

             "SEC" shall mean the Securities and Exchange Commission.



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             "Shelf Registration" shall mean a Registration Statement for an
offering to be made on a continuous basis pursuant to the Shelf Rules.

             "Shelf Rules" shall mean Rule 415 (or any successor rule) under the
Securities Act and the rules and regulations promulgated thereunder for the
distribution of securities of certain issuers on a continuous or delayed basis.

             "Warrant Shares" means the shares of Common Stock or other
securities issued or issuable upon the exercise of the Warrants.

       SECTION 2. REGISTRATION RIGHTS.

             (a) Demand Registration.

             (i) Request for Registration. At any time, the Holders of Series G
Preferred Stock, Warrants, Conversion Shares, Dividend Shares and/or Warrant
Shares representing not less than 15% of the aggregate number of Registrable
Securities (or such lesser amount if the request relates to all remaining
Registrable Securities) (the "Demand Party") may make four written requests for
registration under the Act of their Registrable Securities (a "Demand
Registration"); provided that no transferee of the Purchaser or of any such
transferee shall be permitted to request a registration pursuant to this Section
2(a) unless the right to make such a request was transferred by the Purchaser
(or any transferee) to such transferee. Any such request will specify the number
of Registrable Securities proposed to be sold and will also specify the intended
method of disposition thereof. Subject to the other provisions of this Section
2(a), the Company shall give written notice of such registration request within
10 days after the receipt thereof to all other Holders. Within 30 days after
receipt of such notice by any Holder, such Holder may request in writing that
its Registrable Securities be included in such registration and the Company
shall include in the Demand Registration the Registrable Securities of any such
Holder requested to be so included. Each such request shall specify the number
of Registrable Securities proposed to be sold and the intended method of
disposition thereof. Upon a demand, the Company will:

       (x) prepare and file within 30 days after a request has been made and use
       its best efforts to cause to become effective within 150 days of such
       demand a Registration Statement in respect of all the Registrable
       Securities which Holders request for inclusion therein; and

       (y) keep such Registration Statement continuously effective for the
       shorter of (A) 180 days (or, in the case of a Shelf Registration
       registering Dividend Shares, the later of (1) the second anniversary of
       the effective date of such Shelf Registration, and (2) 90 days after the
       redemption of the Series G Preferred Stock by the Company; provided, that
       any post-effective amendment to a Shelf Registration registering
       additional Dividend Shares shall not count as a Demand Registration) (the
       "Fixed Effectiveness Period") and (B) such period of time as all of the
       Registrable Securities included in such Registration



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       Statement have been sold thereunder (the shorter of (A) or (B), the
       "Effectiveness Period");

provided that if such demand occurs during a Black Out Period (as defined below)
or other period (not to exceed 135 days) during which the Company is prohibited
or restricted from issuing or selling Common Stock pursuant to any underwriting
or purchase agreement relating to an underwritten Rule 144A offering or
registered public offering of Common Stock or securities convertible into or
exchangeable for Common Stock (a "Lock Up Period"), the Company shall not be
required to notify the Holders of such demand or file such Registration
Statement prior to the end of the Black Out Period or Lock Up Period, as the
case may be, in which event, the Company will use its best efforts to cause such
Registration Statement to become effective no later than the later of (A) 150
days after the original demand and (B) 60 days after the end of the Black Out
Period or Lock Up Period, as the case may be; and provided, further, that the
Company may postpone the filing of any Registration Statement (and, in the case
of a Pending Event Suspension only, suspend the effectiveness of any
registration, suspend the use of any Prospectus and shall not be required to
amend or supplement the Registration Statement, any related Prospectus or any
document incorporated therein by reference (other than an effective Registration
Statement being used in an underwritten offering)) (A) for a period not to
exceed an aggregate of 60 days (a "Pending Event Suspension Period") in the
event that (1) an event or circumstance occurs and is continuing as a result of
which the Registration Statement, any related Prospectus or any document
incorporated therein by reference as then amended or supplemented would, in the
Company's good faith judgment, contain an untrue statement of a material fact or
omit to state a material fact necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not misleading,
and (2) the disclosure relates to a material business transaction which has not
yet been publicly disclosed and the disclosure of which, in the good faith
judgment of the Board, after consultation with its outside securities counsel,
could reasonably be expected to have a material adverse effect on the business,
operations or prospects of the Company or (B) in the event that the Company, for
its own account, has pending or is currently engaged in the process of and
proposes to register shares of Common Stock for sale in an underwritten public
offering on Form S-1, S-2 or S-3, their successor forms or any other form under
the Securities Act appropriate for a primary public offering by the Company
(other than for the purpose of making an acquisition or in connection with
option plans), for a period not to exceed 65 days commencing on the date of
pricing of such public offering and ending 60 days after the consummation of
such public offering (a "Pending Registration Suspension Period" and, together
with a Pending Event Suspension Period, a "Black Out Period"); provided, further
that the Fixed Effectiveness Period shall be extended by the number of days in
any Black Out Period occurring during the Effectiveness Period. Subject to
Section 2(a)(ii), the Company shall only be required to register Registrable
Securities pursuant to this Section 2(a) four times.

             In the event of the occurrence of any Black Out Period or Lock Up
Period, the Company will promptly notify the Holders of Registrable Securities
thereof in writing. If the Company shall postpone the filing of a Registration
Statement, the Holders of Registrable



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Securities requesting registration thereof shall have the right to withdraw the
request for registration by giving written notice to the Company within 30 days
after receipt of notice of postponement from the Company and, in the event of
such withdrawal, such request shall not be counted for purposes of the requests
permitted to be made under this Section 2(a). The Company shall not be permitted
to assert more than one Black Out Period or Lock Up Period in any 360-day
period.

             (ii) Effective Registration. Except as specifically provided
herein, the Company is only required to effect four registrations as Demand
Registrations under this Agreement (whether or not all of the Holders of
Registrable Securities elect to participate in such Demand Registration on the
basis set forth herein). A registration will not be deemed to have been effected
as a Demand Registration, and thereby satisfy the obligation of the Company
hereunder, unless it has been declared effective by the SEC and the Company has
complied in all material respects with its obligations under this Agreement with
respect thereto; provided that if, after it has become effective, (x) the
offering of Registrable Securities pursuant to such registration is or becomes
the subject of any stop order, injunction or other order or requirement of the
SEC or any other governmental or administrative agency, or if any court prevents
or otherwise limits the sale of Registrable Securities pursuant to the
registration (for any reason other than the act or omissions of the Holders) for
the period of time contemplated hereby, or (y) (A) a Pending Event Suspension
Period occurs, (B) the market price of the Common Stock on the day prior to the
occurrence of the Pending Event Suspension Period is greater than the market
price of the Common Stock on the day that the Pending Event Suspension Period
has terminated, and (C) the Holders do not sell all the Registrable Securities
included in such registration, such registration will be deemed not to have been
effected. If (x) a registration requested pursuant to this Section 2(a) is
deemed not to have been effected or (y) the registration requested pursuant to
this Section 2(a) does not remain effective for the Effectiveness Period, then
such requested registration shall not count as a Demand Registration and the
Company shall continue to be obligated to effect the number of Demand
Registrations required to be effected immediately prior to the time such request
had been made pursuant to this Section 2(a). The Holders of Registrable
Securities shall be permitted to withdraw all or any part of the Registrable
Securities from a Demand Registration at any time prior to the effective date of
such Demand Registration. If a Registration Statement is filed pursuant to a
Demand Registration, and subsequently a sufficient number of the Registrable
Securities are withdrawn from the Demand Registration so that such Registration
Statement does not cover that number of Registrable Securities at least equal to
15% of the Registrable Securities (or such lesser number as permitted by Section
2(a) (i)), the Holders who have not withdrawn their Registrable Securities shall
have the opportunity to include an additional number of Registrable Securities
in the Demand Registration so that such Registration Statement covers that
number of Registrable Securities at least equal to 15% of the Registrable
Securities (or such lesser number as permitted by Section 2(a) (i)). If an
additional number of Registrable Securities is not so included, the Company may
withdraw the Registration Statement. Such withdrawn Registration Statement will
not count as a Demand Registration and the Company shall continue to be
obligated to effect the number of Demand Registrations required



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to be effected immediately prior to the time the request with respect to such
withdrawn Registration Statement was made pursuant to this Section 2(a).

             (iii) Priority in Demand Registrations Pursuant to Section 2(a). If
a Demand Registration pursuant to this Section 2(a) involves an underwritten
offering and the lead managing underwriter advises the Company in writing that,
in its view, the total number of Registrable Securities requested by the Holders
to be included in such registration, together with any other securities
permitted to be included in such registration, is such as to adversely affect
the success of such offering, including the price at which such securities can
be sold, as contemplated by the Holders: first, the securities permitted to be
included in such registration, other than the Registrable Securities of the
Holders included in such registration shall be reduced in their entirety before
any reduction of Registrable Securities; and second, to the extent the reduction
set forth in the immediately preceding clause is insufficient to reduce the
number of securities requested for inclusion in such registration to a number,
which, in the view of such lead managing underwriter, can be sold without
adversely affecting the success of the offering, including the price at which
such securities can be sold, as contemplated by the Holders, the number of such
Registrable Securities to be included in such registration shall be allocated at
the option of the Demand Party, pro rata among all requesting Holders on the
basis of the relative number of Registrable Securities then held by each such
Holder (provided that any Registrable Securities thereby allocated to any such
Holder that exceed such Holder's request shall be reallocated among the
remaining requesting Holders in like manner) or as specified by the Demand
Party. In the event that the number of Registrable Securities requested to be
included in such registration is less than the number which, in the view of the
lead managing underwriter, can be sold without adversely affecting the success
of such offering, including the price at which such securities can be sold, as
contemplated by the Holders, the Company may include in such registration
securities that the Company or any other Person proposes to sell up to the
number of securities that, in the view of the lead managing underwriter, can be
sold without adversely affecting the success of such offering, including the
price at which such securities can be sold, as contemplated by the Holders.

             If the managing underwriter of any underwritten offering shall
advise the Holders participating in a registration pursuant to this Section 2(a)
that the Registrable Securities covered by the Registration Statement cannot be
sold in such offering within a price range acceptable to the Demand Party, then
the Demand Party shall have the right to notify the Company that it has
determined that the registration statement be abandoned or withdrawn, in which
event the Company shall abandon or withdraw such Registration Statement.

             Nothing in this Section 2(a) shall operate to limit the right of
any Holder to request the registration of Common Stock issuable upon conversion
of the Series G Preferred Stock or the exercise of the Warrants or, to the
extent permissible hereunder, any other securities convertible into or
exchangeable or exercisable for the Registrable Securities, held by such Holder
notwithstanding the fact that at the time of request such Holder does not hold
the Common Stock or such other Registrable Securities.



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             (iv) Selection of Underwriter. If the Holders so elect, the
offering of such Registrable Securities pursuant to such Demand Registration
shall be in the form of an underwritten offering. The investment banker or
investment bankers and manager or managers that will administer such
underwritten offering will be selected by the Holders of a majority in number of
the Registrable Securities included in such offering; provided, that such
investment bankers and managers must be reasonably satisfactory to the Company.

             (v) Registration Statement Form. The Company shall select the
Registration Statement form for any registration pursuant to this Section 2(a);
provided, that if any registration requested pursuant to this Section 2(a) which
is proposed by the Company to be effected by the filing of a registration
statement on Form S-3 (or any successor or similar short-form registration
statement) shall be in connection with an underwritten public offering, and if
the managing underwriter shall advise the Company in writing that, in its
opinion, the use of another form of registration statement is of material
importance to the success of such proposed offering, then such registration
shall be effected on such other form; provided, further, that if any dividends
on the Series G Preferred Stock are paid other than in cash, at any time
thereafter the Purchaser may request that one registration pursuant to Section
2(a) be a Shelf Registration. Purchaser may request that additional
registrations pursuant to Section 2(a) be Shelf Registrations (but only with
respect to registering Dividend Shares) if the Company is unable to register all
Dividend Shares.

             (b) Piggy-Back Registration.

             (i) Notice of Registration. If at any time after the date hereof,
the Company proposes to file a Registration Statement on Form S-1, S-2 or S-3,
their successor forms or any other form under the Act appropriate for a primary
public offering (other than for the purpose of making an acquisition or in
connection with option plans) with respect to an underwritten offering of any
class of Common Stock by the Company for its own account or for the account of
any of its respective securityholders (a "Proposed Registration") then the
Company shall give prompt written notice of such Proposed Registration to the
Holders of Registrable Securities (a "Company Notice") and such Company Notice
shall offer such Holders the opportunity to register such number of Registrable
Securities as each such Holder may request by written notice delivered to the
Company within 10 days of receipt of the Company Notice by such Holder (a
"Piggy-Back Registration"). Any such request by a Holder shall specify the
Registrable Securities intended to be disposed of by such Holder and the
intended method of distribution thereof. The Company shall use its best efforts
to cause the managing underwriter or underwriters of such Proposed Registration
to permit the Registrable Securities requested to be included in a Piggy-Back
Registration to be included on the same terms and conditions as any similar
securities of the Company or any other securityholder included therein and to
permit the sale or other disposition of such Registrable Securities in
accordance with the intended method of distribution thereof; provided, however,
in no event shall the Company be required to reduce the number of securities
proposed to be sold by the Company or alter the terms of the securities proposed
to be sold by the Company in order to induce the managing underwriter or
underwriters



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to permit Registrable Securities to be included. The Company may withdraw a
Proposed Registration at any time prior to the time it becomes effective;
provided that the Company shall give prompt notice thereof to participating
Holders.

             No registration effected under this Section 2(b) shall relieve the
Company of its obligation to effect a registration upon the request of Holders
pursuant to Section 2(a).

             Nothing in this Section 2(b) shall operate to limit the right of
any Holder to request the registration of Common Stock issuable upon conversion
of the Series G Preferred Stock or the exercise of the Warrants or, to the
extent permissible hereunder, any other securities convertible into or
exchangeable or exercisable for the Registrable Securities, held by such Holder
notwithstanding the fact that at the time of request such Holder does not hold
the Common Stock or such other Registrable Securities.

             (ii) Reduction of Offering. If the lead managing underwriter of any
Proposed Registration has informed, in writing, the Company and the Holders of
the Registrable Securities requesting inclusion in such offering that it is its
view that the total number of securities which the Company, the Holders and any
other Persons desiring to participate in such registration intend to include in
such offering is such as to adversely affect the success of such offering,
including the price at which such securities can be sold, then the number of
Registrable Securities to be offered for the account of such Holders and the
number of such securities to be offered for the account of all such other
Persons (other than the Company) participating in such registration shall be
reduced or limited pro rata in proportion to the respective number of securities
requested to be registered to the extent necessary to reduce the total number of
securities requested to be included in such offering to the number of
securities, if any, recommended by such lead managing underwriter, unless such
offering is being made pursuant to exercise of a demand registration right
granted by the Company to other Persons, in which case the number of securities
to be offered for the account of all Persons not exercising demand registration
rights (including the Holders) shall be eliminated or reduced pro rata in
proportion to the respective number of securities requested to be registered by
such Persons to reduce the total number of securities requested to be included
in such offering to the number of securities, if any, recommended by such lead
managing underwriter before any reduction is made in securities requested to be
registered by Persons exercising a demand registration right.

             (iii) Withdrawal Election. Any Holder may elect to withdraw its
request to include Registrable Securities in any Proposed Registration by giving
written notice to the Company of its request to withdraw prior to the
effectiveness of the Registration Statement (a "Withdrawal Election"); provided
that a Withdrawal Election shall be irrevocable and, after making a Withdrawal
Election, a Holder shall no longer have any right to include Registrable
Securities in the registration as to which such Withdrawal Election was made.

             (c) Lock Up of Holders. If the Company has complied in all material
respects with its obligations with respect to a Demand Registration or a
Piggy-Back Registration that is a



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firm commitment underwritten public offering, all Holders of Series G Preferred
Stock, Warrants and Registrable Securities, upon request of the lead managing
underwriter with respect to such underwritten public offering, agree not to sell
or otherwise dispose of any Series G Preferred Stock, Warrants or any
Registrable Securities owned by them (other than as part of such underwritten
public offering) for a period not to exceed 90 days from the consummation of
such underwritten public offering (or such lesser period as the managing
underwriters may permit) and the Company hereby also so agrees; provided that
Registrable Securities which had been requested for inclusion in a Demand
Registration or a Piggy-Back Registration but which were not so included
pursuant to Section 2(a)(iii) or Section 2(b)(ii) shall only be subject to the
restriction on sale and disposition in this Section 2(c) for a period not to
exceed 30 days from the consummation of such underwritten public offering.

       SECTION 3. REGISTRATION PROCEDURES.

             (a)   General Provisions

             In connection with the obligations of the Company with respect to
any Registration Statement to be filed pursuant to Sections 2(a) or 2(b) hereof,
the Company shall:

             (i) A reasonable period of time prior to the effectiveness of a
Registration Statement or Prospectus and a reasonable period of time prior to
the filing of any amendment or supplement thereto, furnish to the Holders of the
Registrable Securities included in such Registration Statement, and the managing
underwriters, if any, copies of all such documents substantially in the form
filed or proposed to be filed, which documents will be subject to the review of
such Holders, and such underwriters, if any, and use best efforts to cause the
officers and directors of the Company, counsel to the Company and independent
certified public accountants to the Company to respond to such reasonable
inquiries as shall be necessary, in the opinion of respective counsel to such
Holders and such underwriters, to conduct a reasonable investigation within the
meaning of the Act. The Company shall not cause to become effective any such
Registration Statement or related Prospectus or any amendments or supplements
thereto to which the underwriters, if any, or the Holders of a majority of the
Registrable Securities included in such Registration Statement shall reasonably
object on a timely basis;

             (ii) Other than during a Black Out Period arising out of an event
described in clause (A) of the definition of "Black Out Period": prepare and
file with the SEC such amendments, including post-effective amendments, to each
Registration Statement as may be necessary to keep such Registration Statement
continuously effective for the applicable time period required hereunder; cause
the related Prospectus to be amended or supplemented by any required Prospectus
supplement, and as so amended or supplemented to be filed pursuant to Rule 424
under the Act; and comply with the provisions of the Act and the Exchange Act
with respect to the disposition of all securities covered by such Registration
Statement during such period in



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accordance with the intended methods of disposition by the sellers thereof set
forth in such Registration Statement as so amended or in such Prospectus as so
amended or supplemented;

             (iii) Notify the holders of Registrable Securities to be sold and
the managing underwriters, if any, promptly, and (if requested by any such
person), confirm such notice in writing, (1)(A) when a Prospectus or any
Prospectus supplement or post-effective amendment has been filed, and (B) with
respect to a Registration Statement or any post-effective amendment, when the
same has become effective, (2) of any comments from the SEC or of any request by
the SEC or any other Federal or state governmental authority for amendments or
supplements to a Registration Statement or related Prospectus or for additional
information, (3) of the issuance by the SEC, any state securities commission,
any other governmental agency or any court of any stop order, order or
injunction suspending or enjoining the use of a Prospectus or the effectiveness
of a Registration Statement or the initiation of any proceedings for that
purpose, (4) of the receipt by the Company of any notification with respect to
the suspension of the qualification or exemption from qualification of any of
the Registrable Securities for sale in any jurisdiction, or the initiation or
threatening of any proceeding for such purpose, and (5) of the happening of any
event or information becoming known that makes any statement made in a
Registration Statement or related Prospectus untrue in any material respect or
that requires the making of any changes in such Registration Statement or
Prospectus so that, in the case of a Registration Statement, it will not contain
any untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein not
misleading, and that in the case of a Prospectus, it will not contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading;

             (iv) Use its best efforts to avoid the issuance of or, if issued,
obtain the withdrawal of any order enjoining or suspending the use of a
Prospectus or the effectiveness of a Registration Statement or the lifting of
any suspension of the qualification (or exemption from qualification) of any of
the Registrable Securities for sale in any jurisdiction described in Section
3(a)(viii), at the earliest practicable moment;

             (v) If requested by the selling Holders or the managing
underwriters, if any, other than during a Black Out Period arising out of an
event described in clause (A) of the definition of "Black Out Period," (x)
promptly incorporate in a Prospectus supplement or post-effective amendment such
information as the selling Holders or the managing underwriters, if any,
reasonably believe is required to be included therein, and (y) make all required
filings of such Prospectus supplement or such post-effective amendment under the
Act as soon as practicable after the Company has received notification of the
matters to be incorporated in such Prospectus supplement or post-effective
amendment;

             (vi) Furnish to each Holder of Registrable Securities to be sold
pursuant to a Registration Statement and each managing underwriter, if any,
without charge, at least one



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conformed copy of such Registration Statement and each amendment thereto,
including financial statements and schedules and exhibits thereto and, to the
extent requested by such Holder or managing underwriter, all documents
incorporated or deemed to be incorporated therein by reference (including those
previously furnished or incorporated by reference) as soon as practicable after
the filing of such documents with the SEC;

             (vii) Deliver to each Holder of Registrable Securities to be sold
pursuant to a Registration Statement, and the underwriters, if any, without
charge, as many copies of the Prospectus (including each form of prospectus) and
each amendment or supplement thereto as such persons reasonably request; and the
Company hereby consents to the use of such Prospectus and each amendment or
supplement thereto by each of the selling Holders of Registrable Securities and
the underwriters, if any, in connection with the offering and sale of the
Registrable Securities covered by such Prospectus and any amendment or
supplement thereto;

             (viii) Prior to any public offering of Registrable Securities, use
its best efforts to register or qualify or cooperate with the Holders of
Registrable Securities to be sold, the underwriters, if any, and their
respective counsel in connection with the registration or qualification (or
exemption from such registration or qualification) of such Registrable
Securities for offer and sale under the securities or Blue Sky laws of such
jurisdictions as any such Holder or underwriter reasonably requests in writing;
keep each such registration or qualification (or exemption therefrom) effective
during the period such Registration Statement is required to be kept effective
hereunder and do any and all other acts or things necessary or advisable to
enable the disposition in such jurisdictions of the Registrable Securities
covered by the applicable Registration Statement; provided, however, that the
Company shall not be required to (x) qualify generally to do business in any
jurisdiction where it is not then so qualified or (y) take any action which
would subject it to general service of process or to taxation in any
jurisdiction where it is not so subject;

             (ix) In connection with any sale or transfer of Registrable
Securities that will result in such securities no longer being Registrable
Securities, cooperate with the Holders thereof and the managing underwriters, if
any, to facilitate the timely preparation and delivery of certificates
representing Registrable Securities to be sold, which certificates shall not
bear any restrictive legends and to enable such Registrable Securities to be in
such denominations and registered in such names as the managing underwriters, if
any, or such Holders may request at least two Business Days prior to any sale of
Registrable Securities;

             (x) Other than during a Black Out Period arising out of an event
described in clause (A) of the definition of "Black Out Period," upon the
occurrence of any event contemplated by Section 3(a)(iii)(5), as promptly as
practicable, prepare a supplement or amendment, including, if appropriate, a
post-effective amendment, to each Registration Statement or a supplement to the
related Prospectus or any document incorporated or deemed to be incorporated
therein by reference, and file any other required document so that, as
thereafter



                                       11
<PAGE>   12


delivered, such Prospectus 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, in light of the circumstances under which they
were made, not misleading;

             (xi) Enter into such agreements (including an underwriting
agreement in form, scope and substance as is customary in underwritten
offerings, including customary indemnity provisions) and take all such other
reasonable actions in connection therewith (including those reasonably requested
by the managing underwriters, if any) in order to expedite or facilitate the
disposition of such Registrable Securities, and, if the registration is an
underwritten registration or if otherwise requested by the Selling Holders, (1)
make such representations and warranties to the underwriters, if any, and
selling Holders with respect to the business of the Company and its
subsidiaries, the Registration Statement, Prospectus and documents, if any,
incorporated or deemed to be incorporated by reference therein, in each case, in
form, substance and scope as are customarily made by issuers to underwriters in
underwritten offerings, and confirm the same if and when requested; (2) obtain
opinions of counsel to the Company and updates thereof (which counsel and
opinions (in form, scope and substance) shall be reasonably satisfactory to the
managing underwriters if any, addressed to each of the underwriters, if any, and
selling Holders), covering the matters customarily covered in opinions requested
in underwritten offerings and such other matters as may be reasonably requested
by such underwriters or selling Holders; (3) use their best efforts to obtain
customary "cold comfort" letters and updates thereof from the independent
certified public accountants of the Company addressed (where reasonably
possible) to each of the underwriters, if any, and selling Holders, such letters
to be in customary form and covering matters of the type customarily covered in
"cold comfort" letters in connection with underwritten offerings; and (4)
deliver such documents and certificates as may be reasonably requested by the
managing underwriters, if any, to evidence the continued validity of the
representations and warranties made pursuant to clause (1) above and to evidence
compliance with any customary conditions contained in the underwriting agreement
or other agreement entered into by the Company;

             (xii) Make available for inspection by a representative of any
underwriter participating in any such disposition of Registrable Securities, and
any attorney, consultant, accountant or other agent retained by such selling
Holders or underwriter, at the offices where normally kept, during reasonable
business hours, all pertinent financial and other records, corporate documents
and properties of the Company and its subsidiaries (including with respect to
businesses and assets acquired or to be acquired to the extent that such
information is available to the Company), and cause the officers, directors,
agents and employees of the Company and its subsidiaries to supply all
information in each case reasonably requested by any such representative,
underwriter, attorney, consultant, accountant or other agent in connection with
such Registration Statement;

             (xiii) Comply with all applicable rules and regulations of the SEC
and make generally available to their securityholders earnings statements
satisfying the provisions of



                                       12
<PAGE>   13


Section 11(a) of the Act and Rule 158 under the Act, no later than 45 days after
the end of any 12-month period (or 90 days after the end of any 12-month period
if such period is a fiscal year) (x) commencing at the end of any fiscal quarter
in which Registrable Securities are sold to underwriters in a firm commitment or
reasonable efforts underwritten offering and (y) if not sold to underwriters in
such an offering, commencing on the first day of the first fiscal quarter after
the effective date of a Registration Statement, which statement shall cover said
period, consistent with the requirements of Rule 158 under the Act;

             (xiv) Cause all Registrable Securities covered by the Registration
Statement to be either listed on each securities exchange on which similar
securities issued by the Company are then listed or quoted on the Nasdaq
National Market System if similar securities issued by the company are then
quoted thereon (notwithstanding that at the time of such request, the Holders
hold only securities convertible into or exercisable or exchangeable for
securities which are then listed or quoted);

             (xv) Cooperate with each seller of Registrable Securities covered
by any Registration Statement and each underwriter, if any, participating in the
disposition of such Registrable Securities and their respective counsel in
connection with any filings required to be made with the NASD;

             (xvi) Use its best efforts to cause such Registrable Securities
covered by such Registration Statement to be registered with or approved by such
other governmental authorities as may be necessary to enable the seller or
sellers thereof to consummate the disposition of such Registrable Securities;
provided, however, that the Company shall not be required to (x) qualify
generally to do business in any jurisdiction where it is not then so qualified
or (y) take any action which would subject it to general service of process or
to taxation in any jurisdiction where it is not so subject; and

             (xvii) Use its best efforts to make available the executive
officers of the Company to participate with the Holders of Registrable
Securities and any underwriters in any "road shows" or other selling efforts
that may be reasonably requested by the Holders in connection with the methods
of distribution for the Registrable Securities.

             (b) Information to be Furnished by Holders.

             The Company may require a Holder of Registrable Securities to be
included in a Registration Statement to furnish to the Company such information
regarding (w) the intended method of distribution of such Registrable
Securities, (x) such Holder, (y) the Registrable Securities held by such Holder
and (z) such other matters as are required by law to be disclosed in such
Registration Statement with respect to a selling Holder, and the Company may
exclude from such Registration Statement the Registrable Securities of any
Holder who fails to furnish such information within a reasonable time after
receiving such request. The Company shall not



                                       13
<PAGE>   14


be required to provide indemnification to any underwriter or any other person
relating to information referred to in clauses (w), (x), (y) and (z) provided to
the Company in writing specifically for inclusion in such Registration
Statement.

             (c)   Restriction on Holders.

             Each Holder of Registrable Securities agrees by acquisition of such
Registrable Securities that, upon receipt of any notice from the Company of the
happening of any event of the kind described in Section 3(a)(iii)(2)-(5) hereof,
such Holder will forthwith discontinue disposition of such Registrable
Securities covered by such Registration Statement or Prospectus until such
Holder's receipt of the copies of the supplemented or amended Prospectus
contemplated by Section 3(a)(x) hereof, or until it is advised in writing (the
"Advice") by the Company that the use of the applicable Prospectus may be
resumed. If the Company shall give any such notice, the Fixed Effectiveness
Period shall be extended by the number of days during such period from and
including the date of the giving of such notice to and including the date when
each Holder of Registrable Securities covered by such Registration Statement
shall have received (x) the copies of the supplemented or amended Prospectus
contemplated by Section 3(a)(x) hereof or (y) the Advice.

       SECTION 4. REGISTRATION EXPENSES

             (a) All expenses incident to the Company's performance of or
compliance with this Agreement will be borne by the Company, regardless of
whether a Registration Statement becomes effective, including without
limitation: (i) all SEC and securities exchange or NASD registration and filing
fees and expenses (including, if applicable, the fees and expenses of any
"qualified independent underwriter," as such term is defined in Schedule E to
the bylaws of the NASD, and of its counsel); (ii) all fees and expenses of
compliance with federal securities and state Blue Sky or securities laws
(including fees and disbursements of counsel for the underwriters in connection
with blue sky qualifications); (iii) all expenses of printing (including
printing certificates for the Conversion Shares, the Warrant Shares and printing
of Prospectuses), messenger and delivery services and telephone; (iv) all fees
and disbursements of counsel for the Company and, in accordance with Section
4(b) below, the Holders of Registrable Securities; (v) all application and
filing fees in connection with listing the Conversion Shares, the Warrant Shares
and the Dividend Shares on a national exchange or automated quotation system;
(vi) all fees and disbursements of independent certified public accountants of
the Company (including the expenses of any special audit and comfort letters
required by or incident to such performance); (vii) any fees and disbursements
of underwriters customarily paid by the issuers or sellers of securities,
including liability insurance if the Company so desires or if the underwriters
so require, and (viii) expenses incurred in connection with any road show
(excluding the out-of-pocket expenses of the Purchaser).



                                       14
<PAGE>   15


             The Company will, in any event, bear its internal expenses
(including, without limitation, all salaries and expenses of its officers and
employees performing legal or accounting duties), the expenses of any annual
audit and the fees and expenses of any Person, including special experts,
retained by the Company.

             Each Holder shall pay all underwriting discounts and commissions
and transfer taxes, if any, relating to the sale or disposition of such Holder's
Registrable Securities pursuant to a Registration Statement.

             (b) In connection with any Registration Statement required by this
Agreement, the Company will reimburse the Holders of Registrable Securities
being registered pursuant to a Demand Registration or Piggy-Back Registration,
as applicable, for the reasonable fees and disbursements of not more than one
counsel chosen by the Holders of a majority of the Registrable Securities for
whose benefit such Registration Statement is being prepared.

       SECTION 5. INDEMNIFICATION

             (a) The Company agrees to indemnify and hold harmless each selling
Holder, each person, if any, who controls or is controlled by a selling Holder
within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act
and the respective affiliates, officers, directors, partners, members,
employees, stockholders, representatives and agents of any selling Holder or any
controlling or controlled person and each Person who participates as an
underwriter in the offering or sale of such securities and each other Person, if
any, who controls such seller or any such underwriter within the meaning of the
Act to the fullest extent lawful, from and against any and all losses,
liabilities, claims, damages and expenses whatsoever (including but not limited
to attorneys' fees and any and all expenses whatsoever incurred in
investigating, preparing or defending against any investigation, litigation or
other action, commenced or threatened, or any claim whatsoever, and any and all
amounts paid in settlement of any claim or litigation) (collectively "Losses"),
joint or several, to which they or any of them may become subject under the Act,
the Exchange Act or otherwise, insofar as such Losses arise out of, relate to or
are based upon any untrue statement or alleged untrue statement of a material
fact contained in any Registration Statement or any Prospectus, or in any
supplement thereto or amendment thereof, or arise out of, relate to 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, in the case of
any Prospectus, in the light of the circumstances under which they were made,
not misleading; provided, however, that the Company will not be liable in any
such case to the extent, but only to the extent, that (i) any such Losses arise
out of, relate to or are based upon any such untrue statement or alleged untrue
statement or omission or alleged omission made therein in reliance upon and in
conformity with written information furnished to the Company by or on behalf of
such party expressly for use therein and (ii) the foregoing indemnity with
respect to any untrue statement contained in or omitted from a Registration
Statement or the Prospectus shall not inure to the benefit of any party (or any
person controlling such party) who is obligated



                                       15
<PAGE>   16


to deliver a prospectus in transactions in a security as to which a Registration
Statement has been filed pursuant to the Act and from whom the person asserting
any such Losses purchased any of the Registrable Securities to the extent that
it is finally judicially determined that such Losses resulted solely from the
fact that such party sold Registrable Securities to a person to whom there was
not sent or given, at or prior to the written confirmation of such sale, a copy
of the Registration Statement or the Prospectus, as amended or supplemented, and
(x) the Company shall have previously and timely furnished sufficient copies of
the Registration Statement or Prospectus, as so amended or supplemented, to such
party in accordance with this Agreement and (y) the Registration Statement or
Prospectus, as so amended or supplemented, would have corrected such untrue
statement or omission of a material fact. This indemnity agreement will be in
addition to any liability which the Company may otherwise have, including, under
this Agreement. This indemnity shall survive the transfer of securities by any
seller.

             (b) Each selling Holder of Registrable Securities that are included
in the securities as to which any registration under Section 2(a) or 2(b)is
being effected, severally and not jointly, shall indemnify and hold harmless the
Company, the other selling Holders and each person, if any, who controls or is
controlled by any such party within the meaning of Section 15 of the Act or
Section 20(a) of the Exchange Act and each Person who participates as an
underwriter in the offering or sale of such securities and each other Person, if
any, who controls any such underwriter within the meaning of the Act, against
any Losses, joint or several, to which they or any of them may become subject
under the Act, the Exchange Act or otherwise, insofar as such Losses arise out
of, relate to or are based upon any untrue statement or alleged untrue statement
of a material fact contained in any Registration Statement or any Prospectus, or
in any amendment thereof or supplement thereto, or arise out of, relate to 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, in
the case of any Prospectus, in the light of the circumstances under which they
were made, not misleading, in each case to the extent, but only to the extent,
that any such Losses arise out of, relate to or are based upon any untrue
statement or alleged untrue statement or omission or alleged omission made
therein in reliance upon and in conformity with written information furnished to
the Company by or on behalf of such Holder expressly for use therein. This
indemnity will be in addition to any liability which a Holder may otherwise
have, including under this Agreement. In no event, however, shall the liability
of any selling Holder hereunder be greater in amount than (x) the dollar amount
of the proceeds received by such Holder upon its sale of the Registrable
Securities giving rise to such indemnification obligation less (y) the dollar
amount paid by the Purchaser for the Series G Preferred Stock and/or Warrants
pursuant to which such Registrable Securities were issued. This indemnity shall
survive the transfer of securities by any seller.

             (c) 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 the
indemnifying party under such subsection, notify each party against whom
indemnification is to be sought in writing of the commencement thereof (but



                                       16
<PAGE>   17


the failure so to notify an indemnifying party shall not relieve it from any
liability which it may have under this Section 5, except to the extent that it
has been prejudiced in any material respect by such failure, or from any
liability which it may otherwise have). In case any such action is brought
against any indemnified party, and it notifies an indemnifying party of the
commencement thereof, the indemnifying party will be entitled to participate
therein, and to the extent it may elect by written notice delivered to the
indemnified party promptly after receiving the aforesaid notice from such
indemnified party, to assume the defense thereof with counsel reasonably
satisfactory to such indemnified party. Notwithstanding the foregoing, the
indemnified party or parties shall have the right to employ its or their own
counsel in any such case, but the fees and expenses of such counsel shall be at
the expense of such indemnified party or parties unless (i) the employment of
such counsel shall have been authorized in writing by the indemnifying parties
in connection with the defense of such action, (ii) the indemnifying parties
shall not have employed counsel to take charge of the defense of such action
within a reasonable time after notice of commencement of the action, or (iii)
such indemnified party or parties shall have reasonably concluded that there may
be defenses available to it or them which are different from or additional to
those available to one or all of the indemnifying parties (in which case the
indemnifying party or parties shall not have the right to direct the defense of
such action on behalf of the indemnified party or parties), in any of which
events such fees and expenses of counsel shall be borne by the indemnifying
parties; provided, however, that the indemnifying party under subsection (a) or
(b) above, shall only be liable for the legal expenses of one counsel (in
addition to any local counsel) for all indemnified parties in each jurisdiction
in which any claim or action is brought. Anything in this subsection to the
contrary notwithstanding, an indemnifying party shall not be liable for any
settlement of any claim or action effected without its prior written consent,
provided, however, that such consent was not unreasonably withheld. No
indemnifying party will settle any action or proceeding or consent to the entry
of any judgment without the prior written consent of the indemnified party,
unless such settlement or judgment (i) includes as an unconditional term thereof
the giving by the claimant or plaintiff of a release to such indemnified party
from all liability in respect of such action or proceeding and (ii) does not
involve the imposition of equitable remedies or the imposition of any
obligations on such indemnified party and does not otherwise adversely affect
such indemnified party, other than as a result of the imposition of financial
obligations for which such indemnified party will be indemnified hereunder.

             (d) In order to provide for contribution in circumstances in which
the indemnification provided for in this Section 5 is for any reason held to be
unavailable or is insufficient to hold harmless a party indemnified thereunder,
the Company and each selling Holder shall contribute to the aggregate Losses of
the nature contemplated by such indemnification provision in such proportion as
is appropriate to reflect the relative benefits received by the Company from the
issuance of the shares of Series G Preferred Stock and/or Warrants pursuant to
which the Registrable Securities sold by such Holder were issued and by any such
Holder from its sale of Registrable Securities or, if such allocation is not
permitted by applicable law or indemnification is not available as a result of
the indemnifying party not having



                                       17
<PAGE>   18


received notice as provided in this Section 5, in such proportion as is
appropriate to reflect not only the relative benefits referred to above but also
the relative fault of the Company and the Holders in connection with the
statements or omissions which resulted in such Losses, as well as any other
relevant equitable considerations. The relative benefits received by the Company
and any Holder shall be deemed to be in the same proportion as (x) the total
proceeds received by the Company from the issuance of the shares of Series G
Preferred Stock and/or Warrants pursuant to which the Registrable Securities
which would otherwise give rise to the indemnification obligation were issued
and (y) the total proceeds received by such Holder upon its sale of the
Registrable Securities less the amount paid by the Purchaser for the Series G
Preferred Stock and/or Warrants pursuant to which such Registrable Securities
were issued. The relative fault of the Company and of the Holders shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Company or the Holders
and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. The Company and
each Holder agree that it would not be just and equitable if contribution
pursuant to this Section 5 were determined by pro rata allocation or by any
other method of allocation which does not take into account the equitable
considerations referred to above. Notwithstanding the provisions of this Section
5, (i) no Holder shall be required to contribute, in the aggregate, any amount
in excess of the amount by which the total received by such Holder with respect
to the sale of its Registrable Securities exceeds the sum of (A) the amount paid
by the Purchaser for the Series G Preferred Stock and/or Warrants pursuant to
which such Registrable Securities were issued plus (B) 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 (ii) no person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Act) shall be entitled to contribution from any person who was not guilty of
such fraudulent misrepresentation. For purposes of this Section 5, (A) each
person, if any, who controls a Holder within the meaning of Section 15 of the
Act or Section 20(a) of the Exchange Act and (B) the respective officers,
directors, partners, members, employees, stockholders, representatives and
agents of a Holder or any controlling person shall have the same rights to
contribution as such Holder, and each person, if any, who controls or is
controlled by the Company within the meaning of Section 15 of the Act or Section
20(a) of the Exchange Act shall have the same rights to contribution as the
Company, subject in each case to clauses (i) and (ii) of this Section 5(d). Any
party entitled to contribution will, promptly after receipt of notice of
commencement of any action, suit or proceeding against such party in respect of
which a claim for contribution may be made against another party or parties
under this Section 5, notify such party or parties from whom contribution may be
sought, but the failure to so notify such party or parties shall not relieve the
party or parties from whom contribution may be sought from any obligation it or
they may have under this Section 5 or otherwise. No party shall be liable for
contribution with respect to any action or claim settled without its prior
written consent; provided, however, that such written consent was not
unreasonably withheld.



                                       18
<PAGE>   19


       (e) Indemnification similar to that specified in this Section 5 (with
appropriate modifications) shall be given by the Company and each seller of
Registrable Securities with respect to any required registration or other
qualification of securities under any law or with any governmental authority
other than as required by the Act.

       SECTION 6. REQUIRED REPORTS

       The Company covenants that it will use its best efforts to file the
reports required to be filed by it under the Act and the Exchange Act (or, if
the Company is not required to file such reports, it will, upon the request of
any Holder, make publicly available such information), and it will take such
further action as any Holder may reasonably request, all to the extent required
from time to time to enable such Holder to sell shares of Registrable Securities
without registration under the Securities Act within the limitation of the
exemptions provided by (a) Rule 144 under the Securities Act, as such rule may
be amended from time to time, or (b) any similar rule or regulation hereafter
adopted by the SEC. Upon the request of any Holder, the Company will deliver to
such Holder a written statement as to whether it has complied with such
requirements.

       SECTION 7. MISCELLANEOUS

             (a) Remedies. Each Holder, in addition to being entitled to
exercise all rights provided herein, will be entitled to specific performance of
its rights under this Agreement. The Company agrees that monetary damages would
not be adequate compensation for any loss incurred by reason of a breach by it
of the provisions of this Agreement and hereby agrees to waive the defense in
any action for specific performance that a remedy at law would be adequate.

             (b) No Inconsistent Agreements. The Company will not on or after
the date of this Agreement enter into any agreement with respect to its
securities that conflicts with the rights granted to the Holders in this
Agreement or otherwise conflicts with the provisions hereof. The rights granted
to the Holders hereunder do not in any way conflict with and are not
inconsistent with the rights granted to the holders of the Company's securities
under any agreement in effect on the date hereof.

             (c) Amendments and Waivers. The provisions of this Agreement may
not be amended, modified or supplemented, and waivers or consents to or
departures from the provisions hereof may not be given unless the Company has
obtained the written consent of Holders of a majority of the outstanding
Registrable Securities, and the consent of the Holders of a majority of the
outstanding Registrable Securities shall be binding on every Holder of
Registrable Securities.



                                       19
<PAGE>   20


             (d) Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, first-class mail
(registered or certified, return receipt requested), telex, telecopier, or air
courier guaranteeing overnight delivery:

                   (i)  if to a Holder, at the address set forth on the records
of the Company; and

                   (ii) if to the Company:

                       Intermedia Communications Inc.
                       3625 Queen Palm Drive
                       Tampa, Florida 33619
                       Telecopier No.:  (813) 774-2470
                       Attention: Chief Financial Officer

                       With a copy to:

                       Kronish Lieb Weiner & Hellman LLP
                       1114 Avenue of the Americas, 46th Floor
                       New York, New York   10036
                       Telecopier No.: (212) 997-3527
                       Attention: Ralph J. Sutcliffe

             All such notices and communications shall be deemed to have been
duly given at the time delivered by hand, if personally delivered; five Business
Days after being deposited in the mail, postage prepaid, if mailed; when
answered back, if telexed; when receipt acknowledged, if telecopied; and on the
next Business Day, if timely delivered to an air courier guaranteeing overnight
delivery.

             (e) Successors and Assigns. This Agreement shall inure to the
benefit of and be binding upon the successors and assigns of each of the
parties, including without limitation and without the need for an express
assignment, subsequent Holders of Registrable Securities; provided that the
right to request registration pursuant to Section 2(a) shall not inure to the
benefit of any person other than the Purchaser and any transferee of the
Purchaser (or any subsequent transferee) to whom such right is specifically
transferred.

             (f) Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

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



                                       20
<PAGE>   21



             (h) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD
TO THE CONFLICT OF LAW RULES THEREOF.

             (i) Severability. In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstance, is
held invalid, illegal or unenforceable, the validity, legality and
enforceability of any such provision in every other respect and of the remaining
provisions contained herein shall not be affected or impaired thereby.

             (j) Entire Agreement. This Agreement together with the other
Operative Documents (as defined in the Purchase Agreement) is intended by the
parties as a final expression of their agreement and intended to be a complete
and exclusive statement of the agreement and understanding of the parties hereto
in respect of the subject matter contained herein. There are no restrictions,
promises, warranties or undertakings, other than those set forth or referred to
herein with respect to the registration rights granted by the Company with
respect to the Registrable Securities. This Agreement supersedes all prior
agreements and understandings between the parties with respect to such subject
matter.

                            [SIGNATURE PAGE FOLLOWS]



                                       21
<PAGE>   22



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

                             INTERMEDIA COMMUNICATIONS INC.


                             By: /s/ DAVID C. RUBERG
                                 -------------------
                             Name:  David C. Ruberg
                             Title: President and Chief Executive Officer


                             ICI VENTURES LLC



                             By: /s/ ALEX NAVAB
                                 --------------
                             Name:  Alex Navab
                             Title: President





                                       S-1