<PAGE>

                                                                    Exhibit 4.6


                               WARRANT TO PURCHASE
                                  COMMON STOCK


           THIS WARRANT AND THE OTHER SECURITIES ISSUABLE UPON EXERCISE HEREOF
           MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE
           REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED
           (THE "ACT"), (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER THE ACT
           (OR ANY SIMILAR RULE UNDER THE ACT RELATING TO THE DISPOSITION OF
           SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE
           REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT AN EXEMPTION
           FROM REGISTRATION UNDER THE ACT IS AVAILABLE.

           THE TRANSFER OR EXCHANGE OF THIS WARRANT IS RESTRICTED IN ACCORDANCE
           WITH TERMS DESCRIBED HEREIN.

                               Warrant to Purchase
                             up to 50,000 shares of
                     Common Stock, par value $.01 per share
                                       of
                            Neon Communications, Inc.

         UNDERWRITERS' WARRANT dated as of July 20, 2001, by and among Ramius
Securities, LLC, (the "Underwriter) and Neon Communications, Inc., a Delaware
corporation (the "Company").

                              W I T N E S S E T H :

         WHEREAS, the Company proposes to issue to the Underwriter or its
designees a warrant ("Warrant") to purchase up to an aggregate of 50,000 shares
of common stock, par value $.01 per share, of the Company ("Common Stock"); and

         WHEREAS, the Underwriter has agreed, pursuant to the Flexible
Underwritten Equity FaciLity (FUEL(TM)) agreement (the "Underwriting Agreement")
dated as of the date hereof between the Underwriter and the Company to act as an
Underwriter in connection with the Company's proposed public offering of up to
1,875,000 shares of Common Stock;

         NOW, THEREFORE, in consideration of the promises and agreements herein
set forth and other good and valuable consideration, hereby acknowledged, the
parties hereto agree as follows:

         1. GRANT. The Underwriter is hereby granted the right to purchase, at
an Initial Exercise Price (subject to adjustment as provided in Section 7
hereof) of $6.98(1) per share (the "Initial Exercise Price") of Common Stock at
any time (i) from the date hereof, 14,326(2) shares of

------------------------
(1) The Exercise Price shall equal 115% of the VWAP ($6.07) on the trading day
immediately preceding the closing date.

(2) An amount of shares equal to $100,000 divided by the Initial Exercise Price.


<PAGE>

Common Stock, (ii) upon the first trading day following the expiration of the
first Capital Raising Period (as defined in the Underwriting Agreement), an
additional amount of shares equal to 10% of the number of shares sold during
such Capital Raising Period, if any, less 14,326(3), and (iii) upon the first
trading day following the expiration of each Capital Raising Period thereafter,
an additional amount of shares equal to 10% of the number of shares sold during
such Capital Raising Period, if any; provided, however, that the aggregate
number of shares shall not exceed 50,000 shares of Common Stock. Such right to
purchase shares of Common Stock shall expire at 5:30 P.M., New York time, on
July 20, 2006 and shall be subject to the terms and conditions of this Warrant.

         2. EXERCISE OF WARRANT.

              Section 2.1 METHOD OF EXERCISE. Subject to the provisions of
Section 7 hereof, this Warrant may be exercised at the option of the registered
holder (the "Holder" or "Holders") in whole or in part, by presentation and
surrender hereof to the Company or at the office of its stock transfer agent, if
any, with the Form of Election to Purchase annexed hereto duly executed, and
accompanied by payment of the Exercise Price (as defined in Section 5.2 herein)
(other than in the case of the exercise of the Cashless Exercise Option set
forth in Section 2.2 hereof), for the number of shares of Common Stock issuable
upon exercise of this Warrant (the "Shares") specified in such Form of Election
to Purchase. If this Warrant should be exercised in part only, the Company
shall, upon surrender of this Warrant for cancellation, execute and deliver a
new Warrant evidencing the right of the Holder to purchase the balance of the
Shares purchasable hereunder. Upon receipt by the Company of this Warrant at the
office of the Company or at the office of the Company's stock transfer agent, in
proper form for exercise and accompanied by the Exercise Price (as defined in
Section 5.2 below), if and as applicable, the Holder shall be deemed to be the
holder of record of the shares issuable upon such exercise, notwithstanding that
the stock transfer books of the Company shall then be closed or that
certificates representing such Shares shall not then be actually delivered to
the Holder.

              Section 2.2 EXERCISE BY SURRENDER OF WARRANT. In addition to the
method of payment set forth in Section 2.1 and in lieu of any cash payment
required thereunder, a Holder of a Warrant shall have the right at any time and
from time to time to exercise the Warrant in full or in part by surrendering
this Warrant in the manner specified in Section 2.1 in exchange for the number
of Shares equal to the product of (x) the number of Shares as to which the
Warrant is being exercised multiplied by (y) a fraction, the numerator of which
is the Market Price (as defined in Section 2.3 below) of the Shares less the
Exercise Price and the denominator of which is such Market Price (the "Cashless
Exercise Option"). Solely for the purposes of this paragraph, Market Price shall
be calculated as the average of the Market Prices for each of the five trading
days preceding the date which the Form of Election to Purchase attached hereto
is deemed to have been sent to the Company pursuant to Section 11 hereof
("Notice Date").

              Section 2.3 DEFINITION OF MARKET PRICE. As used herein, the phrase
"Market Price" at any date shall be deemed to be the last reported sale price,
or, in case no such reported sale takes place on such day, the average of the
last reported sale prices for the last three

---------------------------------
3   Id.


                                      -2-

<PAGE>

(3) trading days, in either case as officially reported by the principal
securities exchange on which the Common Stock is listed or admitted to trading
or by the Nasdaq National Market ("NNM"), or, if the Common Stock is not listed
or admitted to trading on any national securities exchanged or quoted by NNM,
the average closing bid price as furnished by the NASD through NNM or similar
organization if NNM is no longer reporting such information, or if the Common
Stock is not quoted on NNM, as determined in good faith by resolution of the
Board of Directors of the Company, based on the best information available to
it.

         3. ISSUANCE OF CERTIFICATES. Upon the exercise of the Warrant, the
issuance of certificates for shares of Common Stock and/or other securities,
properties or rights underlying such Warrant, shall be made forthwith (and in
any event within three (3) business days thereafter) without charge to the
Holder thereof including, without limitation, any tax which may be payable in
respect of the issuance thereof, and such certificates shall (subject to the
provisions of Sections 4 and 6 hereof) be issued in the name of, or in such
names as may be directed by, the Holder thereof; provided, however, that the
Company shall not be required to pay any tax which may be payable in respect of
any transfer involved in the issuance and delivery of any such certificates in a
name other than that of the Holder, and the Company shall not be required to
issue or deliver such certificates unless or until the person or persons
requesting the issuance thereof shall have paid to the Company the amount of
such tax or shall have established to the satisfaction of the Company that such
tax has been paid.

         The Warrant shall be dated the date of execution by the Company upon
initial issuance, division, exchange, substitution or transfer.

         4. RESTRICTION ON EXERCISE OR TRANSFER OF WARRANT. The Holder of this
Warrant, by its acceptance hereof, covenants and agrees that this Warrant is
being acquired as an investment and not with a view to the distribution thereof;
that this Warrant may not be exercised, sold, transferred, assigned,
hypothecated or otherwise disposed of, in whole or in part, for a period of one
(1) year from the date hereof, except as permitted by Rule 2710 of the National
Association of Securities Dealers, Inc.

         5. EXERCISE PRICE.

              Section 5.1 INITIAL AND ADJUSTED EXERCISE PRICE. Except as
otherwise provided in Section 7 hereof, the Initial Exercise Price shall be as
set forth in Section 1 hereof. The "Adjusted Exercise Price" shall be the price
which shall result from time to time from any and all adjustments of the Initial
Exercise Price in accordance with the provisions of Section 7 hereof.

              Section 5.2 EXERCISE PRICE. The term "Exercise Price" herein shall
mean the Initial Exercise Price or the Adjusted Exercise Price, depending upon
the context.

         6. REGISTRATION RIGHTS.

              Section 6.1 REGISTRATION UNDER THE SECURITIES ACT OF 1933. The
Warrant and the Shares (the "Warrant Securities") have not been registered under
the Securities Act of 1933, as amended (the "Act"). All of the representations
and warranties of the


                                      -3-
<PAGE>

Company contained in the Underwriting Agreement relating to the Prospectus (as
defined in the Underwriting Agreement) and made as of the date provided therein,
are hereby incorporated by reference. The Warrant Securities shall bear the
following legend:

         The securities represented by this certificate have not been registered
under the Securities Act of 1933, as amended ("Act"), and may not be offered or
sold except pursuant to (i) an effective registration statement under the Act,
(ii) to the extent applicable, Rule 144 under the Act (or any similar rule under
such Act relating to the disposition of securities), or (iii) an opinion of
counsel, if such opinion shall be reasonably satisfactory to counsel to the
issuer, that an exemption from registration under such Act is available.

              Section 6.2 PIGGYBACK REGISTRATION. If, at any time commencing one
year after the date hereof and expiring (five) 5 years from the date hereof, the
Company proposes to register any of its securities under the Act (other than in
connection with a merger or pursuant to Form S-8) it will give written notice by
registered mail, at least thirty (30) days prior to the filing of each such
registration statement, to the Holder and to all other Holder(s) of the Warrant
and/or the Warrant Securities, if not previously sold pursuant to this Section
6, of its intention to do so. If the Holder(s) of the Warrant Securities notify
the Company within twenty-five (25) days after receipt of any such notice of its
or their desire to include any such securities in such proposed registration
statement, the Company shall afford the Holder(s) of the Warrant Securities the
opportunity to have any such Warrant Securities registered under such
registration statement (sometimes referred to herein as the "Piggyback
Registration").

         Notwithstanding the provisions of this Section 6.2, the Company shall
have the right at any time after it shall have given written notice pursuant to
this Section 6.2 (irrespective of whether a written request for inclusion of any
such securities shall have been made) to elect not to file any such proposed
registration statement, or to withdraw the same after the filing but prior to
the effective date thereof.

              Section 6.3 COVENANTS OF THE COMPANY WITH RESPECT TO REGISTRATION.
In connection with any registration under Section 6.2 hereof, the Company
covenants and agrees as follows:

              (a) The Company shall use its best efforts to file a registration
statement within forty-five (45) days of receipt of any demand therefor, shall
use its best efforts to have any registration statements declared effective at
the earliest possible time, and shall furnish each Holder desiring to sell
Warrant Securities such number of prospectuses as shall reasonably be requested.

              (b) The Company shall pay all costs (excluding fees and expenses
of Holder(s)' counsel and any underwriting or selling commissions), fees and
expenses in connection with all registration statements filed pursuant to
Sections 6.2 hereof including, without limitation, the Company's legal and
accounting fees, printing expenses and blue sky fees and expenses. If the
Company shall fail to comply with the provisions of Section 6.3(a), the Company
shall, in addition to any other equitable or other relief available to the
Holder(s), be liable for any or all incidental or special damages sustained by
the Holder(s) requesting registration of their Warrant Securities.

                                      -4-
<PAGE>

              (c) The Company will take all necessary action which may be
required in qualifying or registering the Warrant Securities included in a
registration statement for offering and sale under the securities or blue sky
laws of such states as reasonably are requested by the Holder(s), provided that
the Company shall not be obligated to execute or file any general consent to
service of process or to qualify as a foreign corporation to do business under
the laws of any such jurisdiction.

              (d) The Company shall indemnify the Holder(s) of the Warrant
Securities to be sold pursuant to any registration statement and each person, if
any, who controls such Holder within the meaning of Section 15 of the Act or
Section 20(a) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), against all loss, claim, damage, expense or liability (including all
expenses reasonably incurred in investigating, preparing or defending against
any claim whatsoever) to which any of them may become subject under the Act, the
Exchange Act or otherwise, arising from such registration statement but only to
the same extent and with the same effect as the provisions pursuant to which the
Company has agreed to indemnify the Underwriter contained in Section 9.1 of the
Underwriting Agreement.

              (e) The Holder(s) of the Warrant Securities to be sold pursuant to
a registration statement, and their successors and assigns, shall severally, and
not jointly, indemnify the Company, its officers and directors and each person,
if any, who controls the Company within the meaning of Section 15 of the Act or
Section 20(a) of the Exchange Act, against all loss, claim, damage or expense or
liability (including all expenses reasonably incurred in investigating,
preparing or defending against any claim whatsoever) to which they may become
subject under the Act, the Exchange Act or otherwise, arising from information
furnished by or on behalf of such Holder, or their successors or assigns, for
specific inclusion in such registration statement to the same extent and with
the same effect as the provisions contained in Section 9.1(b) of the
Underwriting Agreement pursuant to which the Underwriters have agreed to
indemnify the Company.

              (f) Nothing contained in this Agreement shall be construed as
requiring the Holder(s) to exercise their Warrant prior to the filing of any
registration statement or the effectiveness thereof.

              (g) The Company shall furnish to each Holder participating in the
offering and to each underwriter, if any, a signed counterpart, addressed to
such Holder or underwriter, of an opinion of counsel to the Company, dated the
effective date of such registration statement.

              (h) For purposes of this Agreement, the term "Majority" in
reference to the Holders of the Warrant or Warrant Securities, shall mean a
percentage in excess of fifty percent (50%) of the then outstanding Warrant
Securities (treating all such securities as fully exercised for shares of Common
Stock for purposes of such calculation) that (i) are not held by the Company, an
affiliate, officer, creditor, employee or agent thereof or any of their
respective affiliates, members of their family, persons acting as nominees or in
conjunction therewith and (ii) have not been resold to the public pursuant to a
registration statement filed with the Commission under the Act.


                                      -5-
<PAGE>

         7. ADJUSTMENTS TO EXERCISE PRICE AND NUMBER OF SECURITIES.

              Section 7.1 SUBDIVISION AND COMBINATION. In case the Company shall
at any time subdivide or combine the outstanding shares of Common Stock, the
Exercise Price shall forthwith be proportionately decreased in the case of
subdivision or increased in the case of combination.

              Section 7.2 STOCK DIVIDENDS AND DISTRIBUTIONS. In case the Company
shall pay a dividend in, or make a distribution of, shares of Common Stock or of
the Company's capital stock convertible into Common Stock, the Exercise Price
shall forthwith be proportionately decreased. An adjustment made pursuant to
this Section 7.2 shall be made as of the record date for the subject stock
dividend or distribution.

              Section 7.3 ADJUSTMENT IN NUMBER OF SECURITIES. Upon each
adjustment of the Exercise Price pursuant to the provisions of this Section 7,
the number of Warrant Securities issuable upon the exercise at the Adjusted
Exercise Price of each Warrant shall be adjusted to the nearest full amount by
multiplying a number equal to the Exercise Price in effect immediately prior to
such adjustment by the number of Warrant Securities issuable upon exercise of
the Warrant immediately prior to such adjustment and dividing the product so
obtained by the Adjusted Exercise Price.

              Section 7.4 DEFINITION OF COMMON STOCK. For the purpose of this
Warrant, the term "Common Stock" shall mean (i) the class of stock designated as
Common Stock in the articles of incorporation of the Company as may be amended
as of the date hereof, or (ii) any other class of stock resulting from
successive changes or reclassifications of such Common Stock consisting solely
of changes in par value, or from par value to no par value, or from no par value
to par value.

              Section 7.5 MERGER OR CONSOLIDATION. In case of any consolidation
of the Company with, or merger of the Company with, or merger of the Company
into, another corporation (other than a consolidation or merger which does not
result in any reclassification or change of the outstanding Common Stock), the
corporation formed by such consolidation or merger shall execute and deliver to
the Holder a supplemental warrant agreement providing that the holder of each
Warrant then outstanding or to be outstanding shall have the right thereafter
(until the expiration of such Warrant) to receive, upon exercise of such
warrant, the kind and amount of shares of stock and other securities and
property receivable upon such consolidation or merger, by a holder of the number
of shares of Common Stock of the Company for which such warrant might have been
exercised immediately prior to such consolidation, merger, sale or transfer.
Such supplemental warrant agreement shall provide for adjustments which shall be
identical to the adjustments provided in Section 7 of this Agreement The above
provision of this subsection shall similarly apply to successive consolidations
or mergers.

              Section 7.6 NO ADJUSTMENT OF EXERCISE PRICE IN CERTAIN CASES. No
adjustment of the Exercise Price shall be made if the amount of said adjustment
shall be less than one cent ($0.01) per Warrant Security, PROVIDED, HOWEVER,
that in such case any adjustment that would otherwise be required then to be
made shall be carried forward and shall be made at the time of and together with
the next subsequent adjustment which, together with

                                      -6-

<PAGE>

any adjustment so carried forward, shall amount to at least one cent ($0.01) per
Warrant Security.

         8. ELIMINATION OF FRACTIONAL INTERESTS. The Company shall not be
required to issue certificates representing fractions of shares of Common Stock
upon the exercise of the Warrant, nor shall it be required to issue scrip or pay
cash in lieu of fractional interests, it being the intent of the parties that
all fractional interests shall be eliminated by rounding any fraction up to the
nearest whole number of shares of Common Stock or other securities, properties
or rights.

         9. RESERVATION AND LISTING OF SECURITIES. The Company shall at all
times reserve and keep available out of its authorized shares of Common Stock,
solely for the purpose of issuance upon the exercise of the Warrant, such number
of shares of Common Stock or other securities, properties or rights as shall be
issuable upon the exercise thereof. The Company covenants and agrees that, upon
exercise of the Warrant and payment of the Exercise Price therefor, all shares
of Common Stock and other securities issuable upon such exercise shall be duly
and validly issued, fully paid, nonassessable and not subject to the preemptive
rights of any shareholder. As long as the Warrants shall be outstanding, the
Company shall use its best efforts to cause all shares of Common Stock issuable
upon the exercise of the Warrant to be listed (subject to official notice of
issuance) on all securities exchanges on which the Common Stock issued to the
public in connection herewith may then be listed on a National Securities
Exchange and/or quoted on NNM and to obtain and keep effective any and all
permits, consents and approvals of governmental agencies and authorities and to
make any necessary filings under federal or state securities laws, which may be
required in connection with the issuance, sale, transfer and delivery of the
Shares issued upon exercise or conversion of the Warrant.

         10. NOTICES TO WARRANT HOLDER. Nothing contained in this Warrant shall
be construed as conferring upon the Holder the right to vote or to consent or to
receive notice as a shareholder in respect of any meetings of shareholders for
the election of directors or any other matter, or as having any rights
whatsoever as a shareholder of the Company until the Warrant shall be exercised
as provided herein. If, however, at any time prior to the expiration of the
Warrant and its exercise, any of the following events shall occur:

              (a) the Company shall take a record of the holders of its shares
of Common Stock for the purpose of entitling them to receive a dividend or
distribution payable otherwise than in cash, or a cash dividend or distribution
payable otherwise than out of current or retained earnings, as indicated by the
accounting treatment of such dividend or distribution on the books of the
Company; or

              (b) the Company shall offer to all the holders of its Common Stock
any additional shares of capital stock of the Company or securities convertible
into or exchangeable for shares of capital stock of the Company, or any option,
right or warrant to subscribe therefor; or

              (c) a dissolution, liquidation or winding up of the Company (other
than in connection with a consolidation or merger) or a sale of all or
substantially all of its property, assets and business as an entirety shall be
proposed;

                                      -7-

<PAGE>

then, in any one or more of said events, the Company shall give written notice
of such event at least fifteen (15) days prior to the date fixed as a record
date or the date of closing the transfer books for the determination of the
shareholder entitled to such dividend, distribution, convertible or exchangeable
securities or subscription rights, or entitled to vote on such proposed
dissolution, liquidation, winding up or sale. Such notice shall specify such
record date or the date of closing the transfer books, as the case may be.
Failure to give such notice or any defect therein shall not affect the validity
of any action taken in connection with the declaration or payment of any such
dividend, or the issuance of any convertible or exchangeable securities, or
subscription rights, options or warrants, or any proposed dissolution,
liquidation, winding up or sale.

         11. NOTICES.

         All notices, requests, consents and other communications hereunder
shall be in writing and shall be deemed to have been duly made and sent when
delivered, or mailed by registered or certified mail, return receipt requested:

              (a) If to the Company, to the person and address set forth in
Section 8.1 of the Underwriting Agreement or to such other address as the
Company may designate by notice to the Underwriter;

              (b) If to the registered Holder, to the address of such Holder as
shown on the books of the company; and

              (c) If to the Underwriter, to the person and address set forth in
Section 8.1 of the Underwriting Agreement or to such other address as the
Underwriter may designate by notice to the Company.

         12. SUPPLEMENTS AND AMENDMENTS. The Company and the Underwriter may
from time to time supplement or amend this Warrant in order to cure any
ambiguity, to correct or supplement any provision contained herein which may be
defective or inconsistent with any provisions herein, or to make any other
provisions in regard to matters or questions arising hereunder which the Company
and the Underwriter may deem necessary.

         13. SUCCESSORS. All the covenants and provisions of this Warrant shall
be binding upon and inure to the benefit of the Company, the Underwriter and
their respective successors and assigns hereunder.

         14. SURVIVAL OF INDEMNIFICATION. The indemnification provisions of
Section 6 applicable to the Warrant Securities shall survive such termination
and remain operative and in full force and effect regardless of (i) any
termination of this Warrant, (ii) any investigation made by or on behalf of any
indemnified party or by or on behalf of the Company, and (iii) the consummation
of the sale or successive resales of the Warrant Securities.

         15. GOVERNING LAW; SUBMISSION TO JURISDICTION. This Warrant shall be
deemed to be a contract made under the laws of the State of New York and for all
purposes

                                      -8-

<PAGE>

shall be construed in accordance with the laws of said State without giving
effect to the rules of said State governing the conflicts of laws.

         The Company, the Underwriter and its successors and assigns hereby
agree that any action, proceeding or claim against it arising out of, or
relating in any way to, this Warrant shall be brought and enforced in the courts
of the State of New York or of the United States of America for the Southern
District of New York, and irrevocably submits to such jurisdiction, which
jurisdiction shall be exclusive. The Company, the Underwriter and its successors
and assigns hereby irrevocably waive any objection to such exclusive
jurisdiction or inconvenient forum. Any such process or summons to be served
upon any of the Company, the Underwriter and its successors and assigns (at the
option of the party bringing such action, proceeding or claim) may be served by
transmitting a copy thereof, by registered or certified mail, return receipt
requested, postage prepaid, addressed to it at the address set forth in Section
11 hereof. Such mailing shall be deemed personal service and shall be legal and
binding upon the party so served in any action, proceeding or claim. The
Company, the Underwriters and the Holders agree that the prevailing party(ies)
in any such action or proceeding shall be entitled to recover from the other
party(ies) all of its/their reasonable legal costs and expenses relating to such
action or proceeding and/or incurred in connection with the preparation
therefor.

         16. ENTIRE AGREEMENT; MODIFICATION. This Warrant (including the
Underwriting Agreement to the extent portions thereof are referred to herein)
contains the entire understanding between the parties hereto with respect to the
subject matter hereof and may not be modified or amended except by a writing
duly signed by the party against whom enforcement of the modification or
amendment is sought.

         17. SEVERABILITY. If any provision of this Warrant shall be held to be
invalid or unenforceable, such invalidity or unenforceability shall not affect
any other provision of this Warrant.

         18. CAPTIONS. The caption headings of the Sections of this Warrant are
for convenience of reference only and are not intended, nor should they be
construed as, a part of this Warrant and shall be given no substantive effect.

         19. BENEFITS OF THIS AGREEMENT. Nothing in this Warrant shall be
construed to give to any person or corporation other than the Company and the
Underwriter and any other registered Holder(s) any legal or equitable right,
remedy or claim under this Warrant; and this Warrant shall be for the sole
benefit of the Company and the Underwriters and any other registered Holder(s).

         20. COUNTERPARTS. This Warrant may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed to
be an original, and such counterparts shall together constitute but one and the
same instrument.

         21. EXCHANGE AND REPLACEMENT OF WARRANT. This Warrant is exchangeable
without expense, upon the surrender thereof by the registered Holder at the
principal executive office of the Company, for a new Warrant of like tenor and
date representing


                                      -9-
<PAGE>

in the aggregate the right to purchase the same number of Warrant Securities in
such denominations as shall be designated by the Holder thereof at the time of
such surrender.

         Upon receipt by the Company of evidence reasonably satisfactory to it
of the loss, theft, destruction or mutilation of any Warrant, and, in case of
loss, theft or destruction, of indemnity or security reasonably satisfactory to
it, and reimbursement to the Company of all reasonable expenses incidental
thereto, and upon surrender and cancellation of the Warrant, if mutilated, the
Company will make and deliver a new Warrant of like tenor, in lieu thereof.

         IN WITNESS WHEREOF, the parties hereto have caused this Warrant to be
duly executed by their respective authorized officers as of the date hereof.


         RAMIUS SECURITIES, LLC

                                        By: /s/ Jeffrey M. Solomon
                                           -------------------------------------

                                        Name: Jeffrey M. Solomon
                                             -----------------------------------

                                        Title: Vice President
                                              ----------------------------------


         NEON COMMUNICATIONS, INC.
                                        By: /s/ William F. Fennell
                                           -------------------------------------

                                        Name: William F. Fennell
                                             -----------------------------------

                                        Title: V.P. Finance CFO
                                              ----------------------------------







                                      -10-

<PAGE>

              FORM OF ELECTION TO PURCHASE PURSUANT TO SECTION 2.1


                  The undersigned hereby irrevocably elects to exercise the
right, as set forth in the Underwriter's Warrant, dated July 20, 2001, between
Ramius Securities, LLC and Neon Communications, Inc. ("Company"), to purchase
___________shares of Common Stock; [and herewith tenders in payment for such
securities a certified or official bank check payable in New York Clearing House
Funds to the order of Neon Communications, Inc. in the amount of $____, all in
accordance with the terms of Section 2.1 of the Underwriters' Warrant dated as
of __________ __, 2001.] [In the case of reliance on the Cashless Exercise
Option: and attaches herewith the calculation of the exercise of the Warrant
without any cash payment, pursuant to Section 2.2 of the Underwriter's Warrant.]

                  The undersigned requests that a certificate for such
securities be registered in the name of ______________ __, whose address is
_______________________________ and that such Certificate be delivered to
________________ whose address is ________________________.

                  If said number of shares of Common Stock is less than all of
the shares of Common Stock purchasable under the Underwriter's Warrant dated as
of __________, 2001, the undersigned requests that a new warrant representing
the balance of the shares of Common Stock purchasable be registered in the name
of ________________, whose address is _______________________________ and that
such Warrant be delivered to ________________ whose address is
________________________.



Dated:__________________

                                            Name:
                                                 -------------------------------

                                            Signature
                                                     ---------------------------

                                            ------------------------------------
                                            (Social Security/Other Identifying
                                            Number of Holder)





                                      -11-