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                                                                    Exhibit 10.9

                                                                  Execution Copy

                           PRIVATE NETWORK AGREEMENT

     These General Terms and Conditions together with the Product Order(s) and
Exhibits constitute the Private Network Agreement ("Agreement") which is
effective as of December 17, 1999, ("Effective Date") by and between Metromedia
Fiber Network Services, Inc. ("MFN"), whose address is 1 North Lexington Avenue,
4th Floor, White Plains, New York 10601, and FiberNet Telecom Group, Inc.
("Customer") whose address is 570 Lexington Avenue, New York, New York 10022.
Definitions of terms used in this Agreement appear in the Product Order(s),
Exhibits and in the General Terms and Conditions set forth below.

                          General Terms and Conditions

1.  DEFINITIONS
    -----------

Unless otherwise defined, industry terms and abbreviations, including but not
limited to descriptions of equipment and capacity, shall have their ordinary and
commonly accepted industry definitions.

     1.1. "Additional  Licensed  Fiber"  shall  have the  meaning  set  forth in
          Section 2.2.

     1.2. "Affiliates" shall mean any person,  firm,  corporation,  partnership,
          association, trust or other person that controls, is controlled by, or
          is under common control of the Party.

     1.3. "Agreement" shall mean this Private Network  Agreement,  including all
          Product Orders, signed by the Parties and Exhibits.

     1.4. "Applicable Taxes" includes any and all charges, fees and taxes and as
          more fully described in Section 13, below.

     1.5. "Authorization(s)" shall mean all material and applicable governmental
          or non- governmental licenses, easements, rights of way, conduit, pole
          attachment  and any other  facilities  or property  rights,  licenses,
          contracts,  franchises,  approvals, permits, orders, consents, and all
          other  rights  required for MFN to operate and maintain the Network or
          provide the Product to Customer pursuant to this Agreement.

     1.6. "Building Network  Connection" shall mean a Lateral Extension provided
          by MFN  into  an  On-Network  Building  or  splice  connection  for an
          Off-Network Building.

     1.7. "Charge" shall refer to those charges  specified in the Product Orders
          (including  Prepaid  Charges  and  Monthly  Charges)  and  payable  by
          Customer.

     1.8. "Commencement  Date"  shall  be  that  date  upon  which  installation
          pursuant to a Product  Order is complete  as more fully  described  in
          Section 2.5, below.

     1.9. "Customer" is the named customer on the Product Order.
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     1.10."Customer  Locations" are those  On-Network  Buildings and Off-Network
          Buildings  specified in Product  Order(s).

     1.11."Dark Fiber  License" shall refer to a Product Order pursuant to which
          MFN licenses  Licensed  Fiber to Customer.

     1.12."Early  Termination  Charge"  shall  have  the  meaning  set  forth in
          Section 11 below.

     1.13."Effective  Date" is the date first written above.

     1.14."Equipment"  shall  mean any  equipment  provided  by MFN  within  any
          Customer Location.

     1.15."Lateral  Extensions"  shall  refer to Licensed  Fiber and  associated
          facilities  which are provided by MFN pursuant to this Agreement which
          connect from a customer's fiber on the MFN Network to and into a fiber
          distribution  point  within any MFN  On-Network  Building or fiber and
          associated  facilities  which are provided by Customer  which  connect
          from a fiber distribution point within an Off-Network Building to such
          customer's  fiber on the Network at a splice point  designated by MFN.
          For each Lateral Extension into an On Network Building, MFN will bring
          Licensed Fiber into dual entrance points in a Customer Location to the
          extent permitted by the building owner or building manager.

     1.16."Licensed  Fiber" shall refer to dark optical fiber strands on the MFN
          Network and on Lateral  Extensions  licensed  by Customer  pursuant to
          this Agreement.

     1.17."Location"  shall mean any  commercial  property in the United  States
          (other than any carrier  hotel) in which  Customer has  installed  and
          operates a CDS and to which  Customer  has the right,  pursuant to its
          own agreement with the owner or manager of such  property,  to provide
          access and use to third parties.

     1.18."Location  Access"  means the right to provide dark or lit fiber optic
          facilities and services to third parties at a Location pursuant to the
          terms set forth in the Location Access Agreement.

     1.19."Location  Access  Agreement"  shall  refer  to  the  Location  Access
          Agreement dated as of the date hereof and executed simultaneously with
          this Agreement.

     1.20."Network"  refers to all or part of a fiber  optic  cable  network and
          related  facilities owned or controlled by MFN in the cities listed in
          Exhibit A to this Agreement.

     1.21."Monthly  Charge"  shall be the amount  set forth in  Section  4.2 and
          specified in the Product Order(s) and payable by Customer.

     1.22."Off-Network  Building"  shall mean a building  into which MFN has not
          constructed  or has  maintained  in effect a Lateral  Extension at the
          time that Customer requests a Building Network  Connection and MFN has
          declined to construct a Lateral Extension.

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     1.23."On-Network  Building"  shall  mean any  building  into  which MFN has
          constructed  and  maintains in effect a Lateral  Extension at the time
          Customer requests a Building Network Connection into such building.

     1.24."On-Network   Building   List"  shall  mean  the  list  of  On-Network
          Buildings  as of the  Effective  Date set  forth in  Exhibit B to this
          Agreement  and any updated  lists which MFN shall  provide to Customer
          from time to time, but not more  frequently  than once per year during
          the Term.

     1.25."Outage"  is  defined  as  the  complete   interruption   or  material
          degradation  of  communications  between  any two  Customer  Locations
          resulting  from physical  damage,  severance,  or other failure of the
          Licensed Fiber(s).

     1.26."Outage   Credit"  shall  mean  any  credit  against  Monthly  Charges
          otherwise  payable for  Additional  Licensed  Fiber  resulting from an
          Outage in accordance with Section 9, below.

     1.27."Outage  Period" shall be any  continuous  four (4) hour period during
          which Customer experiences an Outage.

     1.28. "Party" or "Parties" shall mean either or both MFN and Customer.

     1.29."POP" shall mean a point of  presence,  which is a location at which a
          telecommunications   company  has  facilities  designed  to  establish
          interconnections  between  its  network  and  the  network  of a local
          exchange  customer for purposes of obtaining  exchange access services
          (private line, data, video, or switched) or unbundled network elements
          used for providing exchange access services.

     1.30."Premises"  shall  mean any  site at  which  Product  is  provided  to
          include  generally  the  Customer  Locations  specified in the Product
          Order.

     1.31."Prepaid  Charges" shall refer to those prepaid  charges  specified in
          the Product Orders and prepaid by Customer.

     1.32."Product"  shall  refer  to  the  Licensed  Fiber,   Building  Network
          Connection,   Location  Access,  Equipment  and  normal  installation,
          maintenance,  inspection,  repair and  testing  services  as set forth
          herein.

     1.33."Product  Order(s)"  refers to those product orders  executed  between
          the  Parties,  including  Exhibits  attached  thereto  and made a part
          hereof,  which  shall be in the form set forth in  Exhibit C  attached
          herewith.

     1.34."Rack or Cage Facilities"  shall mean Customer's  provision of one (1)
          equipment rack or cage to serve as a fiber  termination point within a
          Customer  Location  for MFN's  exclusive  use as a fiber  distribution
          facility for Customer and other MFN customers in the building.



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     1.35."Rings"  shall  refer to those  particular  routes on the  Network  as
          described in Exhibit A to this  Agreement,  as same may be modified by
          MFN from time to time.

     1.36."Splice  Point"  shall have the  meaning  set forth in  Section  2.3.2
          below.

     1.37."Term"  shall  be the  period  commencing  on the  Effective  Date and
          terminating  twenty years  thereafter,  unless  sooner  terminated  in
          accordance with the provisions of this Agreement.

2.  PRODUCT
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     2.1. During  the  Term  MFN  shall  license  to  Customer  a total of up to
          [********} ([*****]) fiber miles of Licensed Fiber on the Rings, which
          Licensed Fiber shall include that Licensed Fiber  heretofore  provided
          by MFN to  Customer  and  which  is  described  in  Exhibit  D to this
          Agreement.  Customer  may  license not less than two (2) nor more than
          twenty four (24) Licensed Fibers on any one Ring. Fiber miles shall be
          determined by the aggregate  number of Licensed  Fibers  multiplied by
          the total  distance (for example,  two Licensed  Fibers on a four mile
          route equals eight fiber miles).

     2.2. Customer  shall from time to time  during  the  period of twelve  (12)
          months after the Effective  Date request  Licensed  Fiber on the Rings
          from MFN for up to [*****] ([*****]) fiber miles. In addition,  during
          such twelve (12) month  period,  if Customer has requested and MFN has
          delivered the [*****] ([*****]) fiber miles of Licensed Fiber pursuant
          to Section 2.1 hereof,  Customer may also purchase additional Licensed
          Fiber on the Rings from MFN for up to an additional  [*****] ([*****])
          fiber  miles (the  "Additional  Licensed  Fiber" for  purposes of this
          Section  2.2,  and Sections 4, 9.1 and 11.2.) for the prices set forth
          in Section 4.2.

     2.3. Such requests,  pursuant to 2.2 hereof,  shall be in writing and shall
          specify the number of Licensed  Fibers,  the Rings,  Building  Network
          Connections into Customer Locations and the requested date of delivery
          of such  Licensed  Fibers.  Customer  may at any time  during the Term
          request a Building Network Connection from Customer's  Licensed Fibers
          on a Ring into an  On-Network  Building.  MFN will advise  Customer in
          writing if such Licensed  Fiber or Rings are not  available.  MFN will
          use commercially  reasonable efforts to make requested fiber available
          to Customer,  provided  Customer's  requests  therefor are  themselves
          reasonable and made in accordance with the terms of this Agreement. In
          addition,  MFN will  further  advise  Customer  of  whether or not the
          requested Customer Location is an On-Network Building.  Customer shall
          provide to MFN Location  Access  pursuant to the terms of the Location
          Access Agreement.

             2.3.1. If the Customer Location is not an On-Network Building and
                    Customer desires a Building  Network  Connection to and into
                    such  building,  Customer may request that MFN (i) designate
                    and add such building to the  On-Network  Buildings List and
                    (ii)  construct a Lateral  Extension from the Network to and
                    into  such  building.  MFN  will  determine,   in  its


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                    sole  discretion,  whether or not to designate such building
                    as an  On-Network  Building  and  construct  such a  Lateral
                    Extension.  All right,  title and  interest  to the  Lateral
                    Extensions constructed by MFN shall vest in MFN.

             2.3.2. If MFN declines to build a Lateral Extension to a Customer
                    Location,   such   building   shall  be   designated  as  an
                    Off-Network  Building.   Customer  may  request  a  Building
                    Network  Connection to an Off-Network  Building by informing
                    MFN of same. MFN will advise  Customer,  in writing,  of the
                    estimated costs of providing a splice  connection (on a pass
                    through  basis plus [******]  ([**]%) at the Network  splice
                    point  determined  by  MFN  (the  "Splice  Point")  and,  if
                    Customer consents,  will provide such splice connection to a
                    Lateral Extension supplied by Customer. All right, title and
                    interest to the Lateral  Extensions  constructed by Customer
                    to such Splice Point shall vest in Customer.

     2.4. If the  requested  Licensed  Fibers  and Rings are  available  and the
          parties are in agreement  with regard to the provision of the Product,
          MFN will prepare and deliver to Customer a Product  Order with respect
          to such requested  Licensed Fiber, Rings and Customer  Locations.  The
          Parties shall  thereupon  execute each such Product Order,  specifying
          one or more of the  following:  (i) the number of Licensed  Fibers and
          Rings; (ii) a Building Network Connection to Customer Locations; (iii)
          construction  and splicing costs (where  applicable) and Charges;  and
          (iv) Estimated Commencement Date.

     2.5. MFN will use commercially  reasonable efforts to complete installation
          and  testing of the  Product on or before the  Estimated  Commencement
          Date specified in the Product Order(s).  Upon satisfactory  completion
          of Product  testing,  MFN will  provide  Customer  with  access to the
          Product  and  Customer  shall  have a period of time not to exceed ten
          (10)  business  days to conduct  such testing as it  reasonably  deems
          necessary to ensure that the Product conforms in all material respects
          to the  material  specifications  set  forth in the  relevant  Product
          Orders. If Customer fails to notify MFN within this time period of any
          deficiencies,  the Product will be deemed accepted.  The "Commencement
          Date," whereupon the Term of any Product Order commences, shall be the
          earlier of (i)  completion  of testing  and  acceptance  of Product by
          Customer,  or (ii) if Customer has identified  deficiencies,  then the
          first date upon which Product  conforms in all material  respects with
          the relevant specifications.

     2.6. MFN  shall  provide,  install,  maintain,  and  repair  the  Equipment
          necessary  for the Product at Customer  Locations in  accordance  with
          this Agreement and the Product Order(s) attached hereto.

     2.7. MFN may  provide  additional  Products  to Customer in the future upon
          full execution of additional Product Orders, such Product Orders to be
          referred to by Product Order number,  attached  hereto and made a part
          hereof.



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3.  ACCESS AND AUTHORIZATIONS
    -------------------------

     3.1. Customer  will  obtain  all  approvals  for access  into all  Customer
          Locations   for  the   purpose  of  Product   installation,   periodic
          maintenance,  and services,  and for the use of any required  building
          entrances,  power, riser conduit or other required building facilities
          at all such Customer Locations.

     3.2. If applicable, Customer agrees to provide all reasonable assistance to
          MFN  in  procuring,  and  installing  or  activating  such  additional
          telecommunication  circuits and facilities as shall be required by MFN
          to provide  telemetry  from any and all  Customer  Locations  to MFN's
          monitoring center(s). Except for costs associated with local telephone
          lines,  other  monthly  telecommunication  costs  and  any  reasonable
          installation costs shall be paid for by MFN.

     3.3. MFN will use  commercially  reasonable  efforts to obtain all required
          Authorizations by the Commencement  Date, and to maintain or renew all
          such Authorizations throughout the Term.

     3.4. If any Authorizations are modified or terminated, and the loss of such
          Authorizations  threatens  to cause or does cause  material  financial
          harm to MFN, or prevents or materially  interferes with MFN's control,
          possession and/or use of the Network,  Product or the Equipment or its
          ability to provide the Product,  then in its sole discretion MFN shall
          have the option to: (i) provide  Customer with  comparable  Product on
          alternate  portions of MFN's then  existing  Network or on networks of
          third  parties,  or (ii)  terminate this Agreement with respect to the
          affected Product without further  obligation or liability to Customer.
          The  foregoing  will  be  MFN's  sole  and  exclusive   liability  and
          Customer's sole and exclusive  remedy with respect to termination as a
          result of the loss of Authorizations.

     3.5. Customer  shall provide MFN with access to all Customer  Locations for
          the purpose of removing MFN Equipment  upon the  expiration or earlier
          termination of this Agreement.

     3.6. MFN reserves the right to utilize unused external building access, and
          space  within  the  building   conduit(s)  occupied  at  the  Customer
          Locations,  provided that such use does not  interfere  with or hinder
          Customer's use of the Product as permitted hereunder.

     3.7. Upon the  expiration  of any  Term,  or  earlier  termination  of this
          Agreement,  Customer  will  promptly  remove from any property  owned,
          leased or licensed by MFN all Customer  property,  equipment and other
          materials used in connection  with the Product within thirty (30) days
          from such  expiration  or  termination.  Customer  will  complete such
          removal in a manner that does not interfere with or damage the Product
          or the Network.  If Customer fails to remove its property  within such
          period, such property will be deemed abandoned, and MFN will make such
          disposition  of the  property as it deems  necessary  or  advisable at
          Customer's sole expense.



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     3.8. If applicable,  and unless  otherwise  specified in the Product Order,
          Customer will arrange for its own cage space, manhole assignments, and
          installation  approval  for MFN to  build  laterals  and  risers  into
          Customer's cages within any ILEC Central  Offices.  The estimated time
          required for completion of construction and installation  into an ILEC
          Central Offices will be 90 - 180 days after Customer gives MFN written
          notice of completion of ILEC approval and an executed copy of the ILEC
          Method of Procedure for each ILEC Central Office.

4.  TERMS OF PAYMENT
    ----------------

     4.1. Licensed  Fiber. In  consideration  for the Licensed Fiber licensed by
          ----------------
          MFN to Customer pursuant to this Agreement,

             4.1.1. Customer has  executed  and  delivered to MFN the Exchange
                    and Registration  Rights Agreement dated as of the same date
                    as this  Agreement (the  "Exchange and  Registration  Rights
                    Agreement"),   attached  herewith  as  Exhibit  E,  and  has
                    delivered to MFN the "Common Stock" as defined  therein (the
                    "Common  Stock").  For  purposes  of  this  Agreement,  four
                    million  (4,000,000)  shares of Common Stock shall be deemed
                    to be  consideration  for the Licensed  Fiber  (exclusive of
                    Additional  Licensed  Fiber)  licensed  by MFN  to  Customer
                    pursuant  to  this  Agreement  and one  million  (1,000,000)
                    shares  of  Common  Stock  shall  be  in  consideration  for
                    exchange of the interest in Local Fiber LLC. For purposes of
                    Section  1.467-1(c)(2)(ii)  A) of the  Treasury  Regulations
                    promulgated  under the  internal  Revenue  Code of 1986,  as
                    amended ("Treas.  Reg."),  the Parties agree that the number
                    of shares  of Common  Stock  shall be  treated  as the total
                    rental  payable in respect of such license of Licensed Fiber
                    and such amount shall be allocated as set forth in Exhibit F
                    hereto  within  the  Term in  accordance  with  Treas.  Reg.
                    Section 1.467-2(c). The portion of shares of Common Stock so
                    allocated to the license  hereunder  shall be treated as the
                    "principal balance of a Section 467 loan" within the meaning
                    of Treas. Reg.  1.467-1(e)(2).  The Parties further agree to
                    utilize  such   allocation  for  all  tax  purposes   unless
                    otherwise required by applicable law.

             4.1.2. From time to time,  MFN shall  request and Customer  shall
                    provide  Location  Access  pursuant  to  the  terms  of  the
                    Location Access Agreement.

     4.2. Additional  Licensed  Fiber.  In  the  event  that  Customer  requests
          ---------------------------
          Additional  Licensed Fiber,  Customer shall have the option to pay MFN
          for such Additional Licensed Fiber as follows:

             4.2.1. Monthly Charge.
                    --------------

                4.2.1.1. Customer may elect to pay MFN a Monthly Charge plus
                         Applicable   Taxes.   The  Monthly   Charge   shall  be
                         determined  by adding  (1) the  number  of fiber  miles
                         requested  for the



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                              first [*****] ([*****]) miles of Additional
                              Licensed Fiber multiplied by the monthly rate of
                              [*****] and 00/100 dollars ($[*****]) per fiber
                              mile to (2) the number of fiber miles requested
                              for the next [*****] ([*****]) miles of Additional
                              Licensed Fiber multiplied by the monthly rate of
                              [*****] and 00/100 dollars ($[*****]) per fiber
                              mile.

               4.2.1.2.       Beginning on the Commencement Date, Customer shall
                              pay the Monthly Charge and any Applicable Taxes in
                              advance for each month. Customer will be invoiced
                              at the beginning of each month. If the Agreement
                              commences or terminates on a day other than the
                              first or last day of any month, then payment for
                              such partial month will be pro-rated.

               4.2.1.3.       All late payments will accrue interest on the
                              unpaid sum at the lower of the highest legal rate
                              of interest permitted in the State of New York or
                              one and one-half percent (1.5%) per month.

        4.2.2. Prepaid Charge.  At the time the first monthly payment for any
               --------------
               applicable Product Order is due, Customer may elect to prepay the
               Charge for the Additional Licensed Fiber, determined by
               multiplying the number of remaining months of the Term by a
               monthly rate of [*****] and 00/100 dollars ([*****]) per fiber
               mile of Additional Licensed Fiber.

4.3. Building Network Connections.
     ----------------------------

        4.3.1. On-Network Buildings.
               --------------------

               4.3.1.1.       In consideration for MFN providing a Building
                              Network Connection into each On-Network Building,
                              Customer agrees to pay to MFN the Prepaid Charge
                              set forth in Section I of Exhibit G, hereto plus
                              Applicable Taxes.

               4.3.1.2.       As set forth in Exhibit G, hereto, the Prepaid
                              Charge for a Building Network Connection into each
                              On-Network Building depends on whether Customer
                              provides or does not provide Rack Facilities to
                              MFN.

               4.3.1.3.       The Prepaid Charge for a Building Network
                              Connection into an On- Network Building includes
                              fiber termination into the Customer's Locations
                              and does not include any fees assessed by any
                              building owner, landlord or other third party for
                              the right or permission to build into Customer
                              Locations, which fees shall be solely paid by
                              Customer.

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          4.3.2.    Off-Network Buildings. In consideration for providing a
                    ---------------------
                    Building Network Connection via a splice for each Customer
                    supplied Lateral Extension to a Off-Network Building,
                    Customer agrees to pay to MFN the Prepaid Charge set forth
                    in Section II of Exhibit G and Applicable Taxes. In
                    addition, Customer will reimburse MFN for its costs of
                    splicing plus [*****] ([**]%) plus Applicable Taxes.

5.  EQUIPMENT AND INSTALLATION
    --------------------------

          5.1.      If applicable, Customer is responsible for providing, at its
                    sole cost and expense, suitable facilities within all
                    Customer Locations including, without limitation, riser
                    conduits, adequate space and power, and proper environmental
                    conditions meeting no less than the minimum specifications
                    of the Equipment manufacturer(s).

          5.2.      All Equipment installed at Customer Locations shall remain
                    the property of MFN or its supplier and shall never be
                    deemed a fixture to any real property owned by Customer or
                    any third party. Nothing contained in this Agreement shall
                    give or convey to Customer any right, title or interest
                    whatever in the Equipment. Customer shall not adjust,
                    encumber or attempt to repair the Equipment, and may not
                    remove or relocate the Equipment without the prior written
                    consent of MFN. Customer may not allow any liens to be
                    placed on the Equipment or Network.

          5.3.      Customer shall be liable to MFN for any loss or damage to
                    Equipment arising from the negligence, acts, errors or
                    omissions, unauthorized maintenance or other cause,
                    including theft, of Customer, its employees, invitees,
                    contractors or agents.

6.  MONITORING MAINTENANCE OF EQUIPMENT
    -----------------------------------

          6.1.      MFN will provide remote monitoring of the Network and
                    Product to the extent incorporated into the Network and will
                    use commercially reasonable efforts to provide continuous
                    service at all times other than for maintenance as provided
                    herein.

          6.2.      MFN or its agents shall perform all maintenance and repairs
                    for the Product, including preventative maintenance and
                    periodic upgrades of operating system software, as MFN deems
                    necessary to ensure proper functioning of the Product.

          6.3.      Customer may not, without the express written consent of
                    MFN, perform any repairs or maintenance to the Product,
                    Equipment or Network, or contract with any third party to
                    perform any such repairs or maintenance. Customer will not
                    install any equipment to be used with the Product, Equipment
                    or Network or use any Product in any manner that damages or
                    interferes with the Product, Network or Equipment.

          6.4.      If all or part of the Product, Network or Equipment requires
                    restoration, replacement or repair by reason of an act or
                    omission of Customer, its employees, agents, or contractors,
                    such repair, replacement and/or restoration may be made by

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                    MFN, at Customer's sole expense, in accordance with MFN's
                    then current time and materials rates plus Applicable Taxes.

7.  USE OF THE PRODUCT
    ------------------

          7.1.      Customer will use the Product in full compliance with all
                    applicable federal, state and local laws, rules and
                    regulations and all applicable franchises, rights of way,
                    leases, licenses, franchises and contracts and other
                    obligations to third parties with respect to the Network or
                    Product. At Customer's sole cost and expense, Customer will
                    obtain and maintain in effect during the Term all rights,
                    leases, licenses, permits and governmental or non
                    governmental approvals necessary for use of the Product by
                    Customer.

          7.2.      MFN is providing all Products for Customer's exclusive use.
                    Customer will not under any circumstances permit the use of
                    or provide access to the Product, Equipment or Network in
                    whole or part, by any third party, other than a customer of
                    Customer in the ordinary course of business. For purposes of
                    this Agreement, the ordinary course of Customer's business
                    shall not include the sale, leasing or granting of any
                    rights of use in "dark fiber", as such term is commonly
                    understood in the telecommunications industry, nor shall
                    Customer's business include the resale of any Product.

          7.3.      Customer may not sublease, assign, license, sublicense,
                    sell, share or otherwise utilize in conjunction with a third
                    party (including without limitation in any joint venture or
                    as part of any outsourcing activity) the Product or Network,
                    or any component thereof. Any breach of this Section will be
                    deemed a material breach of this Agreement and in the event
                    of such material breach MFN will have the right to
                    immediately terminate this Agreement in addition to any and
                    all rights and remedies.

          7.4.      MFN will have the right to inspect Customer's use of the
                    Product at any time during normal business hours and upon at
                    least twenty-four (24) hours prior notice by MFN. MFN may
                    make such inspection on less than twenty-four hours notice
                    in cases of an emergency.

          7.5.      MFN may subcontract to any third party any or all of its
                    performance obligations (including without limitation
                    maintenance) under this Agreement without the consent of
                    Customer, provided that MFN will remain obligated for such
                    performance in accordance with the terms of this Agreement.

8.  OUTAGES
    -------

          8.1.      If Customer experiences an Outage, Customer shall
                    immediately notify MFN by telephone at (888) 636-2778, or by
                    such other means as the Parties may agree. Provided that MFN
                    personnel or contractors have access to affected Customer
                    facilities immediately upon notification, MFN will respond
                    and commence work within two (2) hours after the time of
                    notification by Customer and restore effective use of the
                    Licensed Fiber as expeditiously as practicable, but in no
                    event more than

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                    four (4) hours after receipt by MFN of Customer's
                    notification, subject to "Force Majeure" as provided in
                    Section 19 below.

          8.2.      Unless otherwise specified, if an Outage lasts longer than
                    fifteen (15) days for any reason other than "Force Majeure",
                    then at any time thereafter, unless and until such Outage is
                    corrected, either Party may terminate this Agreement with
                    respect to the affected Product by written notice of such
                    termination delivered to the other Party.

          8.3.      In addition to other rights under this Agreement, MFN shall
                    have the right to terminate this Agreement as a result of
                    any Outage caused by Customer's breach of its material
                    obligations under this Agreement, subject to any relevant
                    cure provisions as provided in this Agreement.

          8.4.      The Outage Credit, set out in Section 9, or the right to
                    terminate hereunder shall be the sole and exclusive remedies
                    of Customer for any Outage regardless of the cause of such
                    Outage.

9.  OUTAGE CREDITS
    --------------

          9.1.      In the event of an Outage on any Licensed Fiber, whether
                    such Licensed Fiber is provided to Customer pursuant to
                    Section 2.1 of this Agreement or is Additional Licensed
                    Fiber pursuant to Section 2.2 of this Agreement, Customer
                    will receive an Outage Credit calculated at [*****] percent
                    ([**]%) of the Monthly Charge, which for purposes of
                    determining the Outage Credit shall be one [*****] 00/100
                    dollars ($[*****]) per fiber mile, for the affected Licensed
                    Fiber strands for each Outage Period, up to a maximum of the
                    Monthly Charge for one (1 ) full month. The Outage Credit
                    shall be calculated as follows:

                    (a)       Monthly Charge (i.e. $[*****] per fiber mile) for
                              affected Licensed Fiber Strands number of Customer
                              Locations = "X";

                    (b)       X total number of Customer's Additional Licensed
                              Fiber Strands = monthly charge per fiber strand;

                    (c)       monthly charge per fiber strand multiplied by the
                              number of affected Customer Licensed Fiber strands
                              multiplied by [*****] percent ({**]%) multiplied
                              by the number of Outage Periods Outage Credit.

          9.2.      Customer will not receive any Outage Credit for an Outage
                    caused by or resulting from (i) Force Majeure; (ii) an act
                    or omission of Customer, its employees, agents or
                    contractors; (iii) the use or failure of any Customer
                    equipment or facilities used in connection with the Product;
                    (iv) failures of redundant equipment or subsystems, or (v)
                    planned Outages for maintenance or repair that are scheduled
                    and approved in advance by Customer.

          9.3.      Outage Credits will not be credited or payable for any
                    period of time during which MFN personnel or contractors are
                    denied access to Customer Locations or other facilities to
                    remedy an Outage.

                                       11
<PAGE>

10.  LIMITATION OF LIABILITY AND INDEMNIFICATION ,
     ---------------------------------------------

          10.1.     Unless otherwise provided for in this Agreement, and except
                    in cases of gross negligence or willful misconduct, the
                    liability of each Party to the other Party for damages will
                    be limited to five million and 00/100 dollars
                    ($5,000,000.00). Notwithstanding the foregoing, in no event
                    will either Party be liable to the other Party for any
                    incidental, indirect, special, consequential, exemplary, or
                    punitive damages arising out of or relating to this
                    Agreement or the Product provided hereunder, including
                    damages based on loss of revenues, profits or lost business
                    opportunities, regardless of whether the respective Party
                    had been advised of or could have foreseen the possibility
                    of such damages.

          10.2.     MFN agrees to indemnify, defend and hold the Customer, its
                    officers, directors, employees, agents and contractors
                    harmless from and against all loss, damage, liability, cost
                    and expense (including reasonable attorney's fees and
                    expenses) by reason of any claims or actions by third
                    parties for (i) bodily injury, including death, (ii) damage,
                    loss or destruction of any real or tangible personal
                    property which third party claims arise out of or relate to
                    (a) any Product provided by or on behalf of MFN hereunder,
                    (b) MFN's performance of or failure to perform any term,
                    condition or obligation under this Agreement, or (c) any
                    negligent act or omission of a MFN's directors, agents,
                    employees, contractors, representatives or invitees.

          10.3.     Customer agrees to indemnify, defend and hold MFN, its
                    officers, directors, employees, agents and contractors
                    harmless from and against all loss, damage, liability, cost
                    and expense (including reasonable attorney's fees and
                    expenses) by reason of any claims or actions by third
                    parties for (i) bodily injury, including death, (ii) damage,
                    loss or destruction of any real or tangible personal
                    property (including without limitation the Network and
                    Product) which third party claims arise out of or relate to
                    (a) Customer's performance of or failure to perform any
                    term, condition or obligation under this Agreement, (b) any
                    negligent act or omission of Customer's directors, agents,
                    employees, contractors, representatives or invitees, or (c)
                    Customer's or its customer's use of the Product and conduct
                    of their respective businesses including without limitation
                    the content of any video, voice or data carried by Customer
                    or its customers on the Product or Network.

          10.4.     Customer's rights to indemnification under this agreement
                    are subject and subordinate to MFN's prior obligations to
                    indemnify third parties. Customer shall not seek damages,
                    recovery or performance from any third party with whom MFN
                    has a previous obligation to indemnify, including but not
                    limited to MFN landlords and building owners with whom MFN
                    has leasing agreements.

          10.5.     No contract, subcontract, or other agreement between
                    Customer and any third party in connection with the Product
                    hereunder shall provide the basis for any indemnity,
                    guarantee, assumption of liability or other obligation of
                    MFN with respect to such arrangements.

                                       12
<PAGE>

          10.6.     Except as otherwise set forth in this Agreement, nothing
                    contained herein will operate as a limitation on the right
                    of either Party to bring an action for damages against any
                    third party based on any act or omission of such third party
                    as such act or omission may affect the construction,
                    operation, or use of the Network, Equipment or the Product.
                    Each Party agrees to execute such documents and provide such
                    commercially reasonable assistance, at the claiming Party's
                    sole expense, as may be reasonably necessary to enable the
                    claiming Party to pursue any such action against such third
                    party.

11.  DEFAULT
     -------

          11.1.     The following events shall be considered events of default
                    the happening of which shall give the non-defaulting party
                    the right to terminate this Agreement or a portion of this
                    Agreement as the case may be, by written notice following
                    the expiration of any stated cure periods:

                    11.1.1.   Customer fails to deliver to MFN the Common Stock
                              as set forth in the Exchange and Registration
                              Rights Agreement.

                    11.1.2.   Customer fails to make any payment within thirty
                              (30) days after receipt of written notice from MFN
                              shall give MFN the right to terminate its
                              corresponding obligations with respect to such
                              payments without further notice to Customer;

                    11.1.3.   the breach of any material term or condition of
                              this Agreement if such breach remains uncured
                              thirty (30) days after delivery to the breaching
                              Party of written notice of such breach. If the
                              breach is of a nature or involves circumstances
                              reasonably requiring more than thirty (30) days to
                              cure, the time period may be extended for such
                              time as will be reasonably required provided the
                              breaching Party proceeds diligently to cure the
                              breach;

                    11.1.4.   A Party applies for or consents to the appointment
                              of a receiver, trustee or similar officer for it
                              or any substantial part of its property or assets,
                              or any such appointment is made without such
                              application or consent by such Party and remains
                              undischarged for a period of sixty (60) days;

                    11.1.5.   A Party files a petition in bankruptcy or makes a
                              general assignment for the benefit of creditors;
                              or

                    11.1.6.   Customer defaults under the material terms of any
                              other agreement or Product Order between the
                              parties subject to the cure periods set forth in
                              such agreement or Product Order, including but not
                              limited to any agreement for Collocation, Licensed
                              Fiber, Capacity Product or a Managed Network
                              Product, whether such other agreement is executed
                              prior or subsequently to the execution of this
                              Agreement.

                                       13
<PAGE>

11.2.     Where Customer has purchased Additional Licensed Fiber and Customer is
          making monthly payments for such Additional Licensed Fiber, if the
          Agreement or any Product Order is terminated by reason of Customer's
          default, before the expiration of the then current Term, in addition
          to all other sums due and owing, Customer will immediately pay the
          Early Termination Charge for such Additional Licensed Fiber set forth
          below. The parties acknowledge and agree that such Early Termination
          Charge reflects a reasonable estimate of the damages incurred by MFN
          as a result of the early termination, and is not a penalty against the
          Customer. Notwithstanding the foregoing, MFN may seek all other
          available remedies in the case of Customer default.

          11.2.1.   1st year termination - 100% of all unpaid Monthly Charges
                    for the first year, plus 80% of all unpaid Monthly Lease
                    Payments for the second year, plus 60% of all unpaid Monthly
                    Charges for the third year, plus 40% of all for the fourth
                    year, plus 20% of all unpaid Monthly Charges for the fifth
                    year, plus 10% of all unpaid Monthly Charges for the sixth
                    through twentieth years.

          11.2.2.   2nd year termination - 80% of all unpaid Monthly Charges for
                    the second year, plus 60% of all unpaid Monthly Charges for
                    the third year, plus 40% of all unpaid Monthly Charges or
                    the fourth year, plus 20% of all unpaid Monthly Charges for
                    the fifth year, plus 10% of all unpaid Monthly Lease
                    Payments for the sixth through twentieth years.

          11.2.3.   3rd year termination - 60% of all unpaid Monthly Charges for
                    the third year, plus 40% of all unpaid Monthly Charges for
                    the fourth year, plus 20% of all unpaid Monthly Charges for
                    the fifth year, plus 10% of all unpaid Monthly Lease
                    Payments for the sixth through twentieth years.

          11.2.4.   4th year termination - 40% of all unpaid Monthly Charges for
                    the fourth year, plus 20% of all unpaid Monthly Charges for
                    the fifth year, plus 10% of all unpaid Monthly Charges for
                    the sixth through twentieth years.

          11.2.5.   5th year termination - 20% of all unpaid Monthly Charges for
                    the fifth year, plus 10% of all unpaid Monthly Charges for
                    the sixth through twentieth years.

          11.2.6.   6th through 20th year termination - 10% of all Monthly
                    Charges for the sixth through twentieth years.

11.3.     If the Agreement or any Product Order is terminated by reason of
          Customer's default, before the expiration of the then current Term, in
          addition to all other sums due and owing, MFN will retain as an Early
          Termination Charge, the unamortized portion of the Prepaid Charges
          over the License Term as of the date of termination.

                                       14
<PAGE>

12.  REPRESENTATIONS, WARRANTIES AND COVENANTS
     -----------------------------------------

          12.1.     EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT,
                    MFN DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING
                    ANY AND ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
                    PARTICULAR PURPOSE WITH RESPECT TO THE (i) NETWORK OR
                    EQUIPMENT, (ii) PRODUCT, (iii) MAINTENANCE (iv) CONSTRUCTION
                    AND INSTALLATION, AND (v) ANY OTHER SERVICE(S) PROVIDED BY
                    OR ON BEHALF OF MFN HEREUNDER.

          12.2.     Each Party represents and warrants to the other that (a) it
                    is duly organized, validly existing and in good standing
                    under the laws of the state of its organization, (b) it has
                    all requisite power and authority to enter into and perform
                    its obligations under this Agreement and the Product Order
                    and (c) this Agreement and the Product Order, when executed,
                    will become the legal, valid and binding obligation of such
                    Party.

          12.3.     During the Term of the Agreement Customer shall maintain, at
                    its sole cost and expense, the insurance coverages with
                    limits stipulated below, as well as such other coverage(s)
                    and limits as may be required by the landlord or owner of
                    the Premises:

<TABLE>
                    Type of Insurance                                             Minimum Amount
                    -----------------                                             --------------
                    <S>                                                           <C>
                    Commercial General Liability (inclusive of Broad Form         $1,000,000.00 per occurrence
                    Contractual Liability Coverage) with coverage extending to    $2,000,000.00 aggregate
                    independent contractors and personal injury coverage,
                    product and completed operations, business interruptions,
                    bodily injury and property damage combined

                    Commercial Blanket Bond/Crime (including Fidelity) Coverage   $1,000,000.00 per occurrence

                    Umbrella Liability                                            $5,000,000.00 per occurrence
</TABLE>

                    If requested by MFN, Customer shall: (i) deliver to MFN a
                    certificate of insurance prior to the execution of this
                    Agreement stating that such policy will not be canceled,
                    terminated or modified without thirty (30) days' prior
                    written notice to MFN. All policies shall be endorsed with
                    the provision that coverage provided thereunder shall be
                    primary, and not excess or contributory with regard to any
                    other insurance maintained by MFN; (ii) name MFN as an
                    additional insured as its interests may appear under the
                    Commercial General Liability and Umbrella Liability
                    policies; and (iii) obtain the express consent of each
                    underwriter of the policies of insurance specified above to
                    waive its right of subrogation against MFN.

                                       15
<PAGE>

13.  APPLICABLE TAXES
     ----------------

          13.1.     Each Party shall be fully responsible for the payment of any
                    and all taxes required by law to be paid by that Party.

          13.2.     Customer shall pay all taxes and fees associated with
                    Customer's use of the Product, including but not limited to
                    any sales, use, transfer, gross receipts, federal excise and
                    similar taxes and surcharges lawfully levied by a taxing
                    authority against or upon the Products. Alternatively,
                    Customer will provide MFN with a certificate evidencing
                    Customer's exemption from payment of or liability for the
                    above taxes.

          13.3.     In addition to the Charges, Customer may be invoiced for
                    franchise, privilege, property, and occupational taxes based
                    upon the gross revenues received from Customer or assets of
                    MFN made available to Customer, or for any tax surcharge on
                    the Product or, if applicable, Universal Service Fund or
                    similar charges imposed on MFN with respect to Customer's
                    use of the Product.

          13.4.     Customer is solely responsible for calculating and remitting
                    any and all assessments, including but not limited to
                    franchise fees, license fees, right-of-way fees, taxes and
                    any other assessment against Customer for Customer's use of
                    the Product (collectively, "Assessments"). Such Assessments
                    may be made by any governmental, quasi governmental agency
                    or regulatory body and MFN will not direct or notify
                    Customer to pay any Assessments, and shall not be directly
                    or indirectly responsible in any way for Customer's
                    remitting such Assessments.

14.  RELOCATION. CONDEMNATION.
     -------------------------

          14.1.     If MFN is required by any third party to relocate any
                    segment of its Network, MFN will provide Customer at least
                    sixty (60) days prior written notice of any relocation
                    unless prevented from doing so by the timing of the
                    relocation. Prior to the relocation, MFN will provide
                    Customer an estimate of the cost of such relocation, and to
                    the extent MFN is not reimbursed for those costs by the
                    requesting third party, Customer agrees to pay its pro rata
                    share of the relocation costs. MFN will use its commercially
                    reasonable efforts to secure an agreement for reimbursement
                    from the third party.

          14.2.     If any portion of the Network, and/or the Authorizations
                    become the subject of a condemnation proceeding which is not
                    dismissed within one hundred eighty (180) days after the
                    date of filing of such proceeding and which could reasonably
                    be expected to result in a taking by any governmental agency
                    or other party having the power of eminent - domain, MFN, in
                    its sole discretion, shall have the option of providing
                    alternate service to Customer, or immediately terminating
                    the Agreement without further obligation to Customer. MFN
                    shall be entitled, to the extent permitted under applicable
                    law, to participate in any condemnation proceedings for
                    compensation for the economic value of MFN interests or
                    Authorizations relating to the Product subject to such
                    condemnation proceeding.

                                       16
<PAGE>

15.  ASSIGNMENT; SUCCESSION
     ----------------------

          15.1.     Subject to Section 15.3 below, Customer will not assign any
                    right nor delegate any duty under this Agreement, in whole
                    or in part, whether by operation of law or otherwise,
                    without the prior written consent of MFN, such consent not
                    to be unreasonably withheld. Upon any permitted assignment
                    (or delegation) hereunder, the assigning Parties will remain
                    jointly and severally responsible for the performance under
                    this Agreement, unless released in writing by the
                    non-assigning Party. Any permitted assignee will expressly
                    assume all liabilities hereunder prior to the effectiveness
                    of such assignment. Any attempted assignment or delegation
                    without such consent will be null and void and will be
                    deemed to constitute a material breach of this Agreement.

          15.2.     Notwithstanding anything contained in this Agreement to the
                    contrary, Customer may, without the consent of MFN,
                    collaterally assign this Agreement in whole but not in part
                    to any or all parties providing financing to Customer or any
                    other entity controlled by or under common control with
                    Customer under a collateral trust for the benefit of the
                    entities providing such financing or similar arrangement for
                    the benefit of such financing entities. Customer will advise
                    MFN in writing of the assignment at the time of such
                    assignment. If requested by Customer, MFN will within seven
                    (7) days of such request provide a written consent to any
                    such permitted assignment; provided that such consent will
                    permit reassignment in accordance with the terms of this
                    Agreement if the financing parties exercise their remedies
                    under the documents for such financing upon notice by the
                    financing parties.

          15.3.     This Agreement will be binding upon and inure to the benefit
                    of the Parties hereto and their respective successors and
                    permitted assigns.

16.  NOTICES
     -------

          16.1.     All notices and communications concerning this Agreement
                    must be in writing and delivered to MFN at the following
                    addresses: Metromedia Fiber Network Services, Inc.

                    1 North Lexington Avenue, 4th Floor

                    White Plains, New York 10601

                    Attn: Vice President - Marketing

                    If declaring a default or termination, a copy of the notice
                    must be sent to:


                    Metromedia Fiber Network Services, Inc.

                    1 North Lexington Avenue, 4th Floor

                    White Plains, New York 10601

                    Attn: Vice President - Legal Affairs

          16.2.     Notices and communications to Customer must be in writing
                    and will be delivered to the address specified in the
                    Product Order.

                                       17
<PAGE>

          16.3.     Notices will be sent by certified US Postal Service, return
                    receipt requested, or by commercial overnight delivery
                    service, or by facsimile, and will be deemed delivered, if
                    C) sent by US Postal Service, five (5) days after deposit,
                    if sent by facsimile, upon verification or receipt or, if
                    sent by commercial overnight delivery service, one (1 )
                    business day after deposit therewith.

17.  17. GOVERNING LAW
     -----------------

THIS AGREEMENT WILL BE INTERPRETED AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL
LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ITS PRINCIPLES OF
CONFLICTS OF LAWS.

18.  DISPUTE RESOLUTION; ARBITRATION.
     --------------------------------

          18.1.     Any dispute or disagreement relating to this Agreement or
                    any matter arising between the Parties in connection with
                    this Agreement which is not settled to the mutual
                    satisfaction of the Parties within thirty (30) calendar days
                    from the date that either party informs the PRIVATE NETWORK
                    AGREEMENT Metromedia Fiber Network Services, Inc. Page 14
                    other in writing that such dispute or disagreement exists,
                    shall be settled by arbitration by a single arbitrator in
                    New York, New York, in accordance with the Commercial
                    Arbitration Rules of the American Arbitration Association in
                    effect on the date that such notice is given. If the parties
                    are unable to agree on a single arbitrator within fifteen
                    (15) calendar days, the American Arbitration Association
                    shall select an arbitrator. The decision of the arbitrator
                    shall be final and binding upon the parties and shall
                    include written findings of law and fact, and judgment may
                    be obtained thereon by either party in a court of competent
                    jurisdiction. Each party shall bear the cost of preparing
                    and presenting its own case. The cost of arbitration,
                    including the fees and expenses of the arbitrator, shall be
                    shared equally by the parties unless the award otherwise
                    provides.

          18.2.     The obligation herein to arbitrate shall not be binding upon
                    any party with respect to requests for preliminary
                    injunctions, temporary restraining orders or other
                    procedures in a court of competent jurisdiction to obtain
                    interim relief when deemed necessary by such court to
                    preserve the status quo or prevent irreparable injury
                    pending resolution by arbitration of the actual dispute.

19.  FORCE MAJEURE
     -------------

Neither Party will be in breach of this Agreement resulting from delay or
prevention of performance of such Party which is caused by any act attributable
to an occurrence or an event of "Force Majeure" as defined herein, and which by
the exercise of due foresight, the Party could not reasonably have been expected
to avoid.  An event of Force Majeure may include an action by governmental
authority (including without limitation moratorium on any activities related to
the Agreement), third party labor dispute, flood, earthquake, fire, lightning,
epidemic, war, riot, civil disturbance, and sabotage.  The party affected by an
event of Force Majeure will notify the other party promptly of any occurrence or
condition, which, in the Affected Party's reasonable

                                       18
<PAGE>

opinion, warrants an extension of time. Such notice will specify the anticipated
length of delay, the cause of the delay and a timetable by which any remedial
measures will 3 be implemented.

20.  SURVIVAL
     --------

The Parties' respective representations, warranties, together with obligations
of indemnification, confidentiality and limitations on liability will survive
the expiration, termination or rescission of this Agreement and continue in full
force and effect.

21.  REMEDIES
     --------

Except as otherwise expressly provided, the rights and remedies set forth in
this Agreement will be in addition to, and cumulative of, all other rights and
remedies at law or in equity.

22.  CONFIDENTIALITY AGREEMENT
     -------------------------

          22.1.     The Parties acknowledge and agree that this Agreement and
                    the information each Party has provided or will provide in
                    connection with this Agreement or that the other Party
                    learns or obtains from a source other than the public domain
                    or from a source (including a Party) not in violation of any
                    obligation of confidentiality, including, without
                    limitation, the terms and conditions thereof, are and will
                    be confidential and proprietary to the Party providing such
                    information (the "Providing Party,). The Party in receipt of
                    or learning or obtaining the confidential information (the
                    "Receiving Party") agrees not to distribute, use or disclose
                    to any third party the confidential information of the
                    Providing Party.

          22.2.     Except as may be required by applicable legal requirements
                    in the course of defending or prosecuting a legal, insurance
                    or other claim or as required by applicable law, rule or
                    regulation, including, without limitation, any reporting or
                    filing requirements under state or Page 15 federal
                    securities laws, each Party will restrict dissemination of
                    confidential access to such confidential information or this
                    Agreement in order to perform their respective rights or
                    obligations hereunder. Each Party will promptly notify the
                    other Party prior to any such required disclosure or filing,
                    and in the case of any filing or disclosure of this
                    Agreement, to seek confidential treatment of this Agreement,
                    and to permit such other Party to seek protective relief
                    therefrom and/or confidential treatment thereof and shall
                    cooperate as such other Party may request in connection
                    therewith. The Party seeking disclosure pursuant to state or
                    federal securities laws and the other Party shall cooperate
                    reasonably and in good faith to permit such disclosure and
                    the other Party shall not unreasonably withhold or delay any
                    consent to such required disclosure. After the Parties have
                    agreed as to the confidential information or such portions
                    of this Agreement which are to be disclosed pursuant to
                    state or federal securities laws, no further notification or
                    consent pursuant to this Section 22.2 shall be required for
                    subsequent disclosures by the disclosing Party which are the
                    same in all material respects as the agreed upon
                    disclosures.

          22.3.     Customer may disclose the identity of MFN as a supplier of
                    Customer and MFN may disclose the identity of Customer as a
                    customer of MFN, each with the prior

                                       19
<PAGE>

                    written consent from the other; which will not be
                    unreasonably withheld or delayed; provided, that no such
                    disclosure shall imply any endorsement of the disclosing
                    Party or contain any misleading reference to the nature of
                    the relationship between the Parties. Each Party may, in
                    connection with a financing transaction, disclose
                    confidential information to a leading financial institution
                    which has executed an agreement with such Party to maintain
                    the confidentiality of this Agreement in a manner consistent
                    with the terms of this Section 22. For purposes of this
                    Agreement, the ordinary course of Customer's business shall
                    not include the sale, leasing or granting of any rights of
                    use in "dark fiber", as such term is commonly understood in
                    the telecommunications industry, nor shall Customer's
                    business include the resale of any Product.

          22.4.     Each Party acknowledges and agrees that the information of a
                    Party described in this Section 22 constitutes valuable
                    property of such Party and that such Party will suffer
                    irreparable injury not compensable by money damages for
                    which such Party will not have an adequate remedy at law in
                    the event of a breach by the other Party of the provisions
                    of this Section 22 and therefore such Party shall be
                    entitled to injunctive relief to prevent or curtail any such
                    breach, threatened or actual. The foregoing shall be without
                    prejudice to or limitation of any rights a Party may have
                    under this Agreement, at law or in equity.

23.  MISCELLANEOUS
     -------------

          23.1.     The covenants, undertakings, and agreements set forth in
                    this Agreement will be solely for the benefit of and will be
                    enforceable only by the Parties hereto or their respective
                    successors or permitted assigns.

          23.2.     The headings of the Sections in this Agreement are strictly
                    for convenience and will not in any way be construed as
                    amplifying or limiting any of the terms, provisions or
                    conditions thereof.

          23.3.     In the event any term of this Agreement is held invalid,
                    illegal or unenforceable, in whole or in part, neither the
                    validity of the remaining part of such term nor the validity
                    of the remaining terms of this Agreement will be in any way
                    affected thereby.

          23.4.     This Agreement may be amended only by a written instrument
                    executed by the Parties.

          23.5.     No failure to exercise and no delay in exercising, on the
                    part of either Party hereunder, any right, power or
                    privilege hereunder will operate as a waiver hereof, except
                    as expressly provided herein.

          23.6.     This Agreement may be executed in multiple counterparts,
                    each of which will constitute one and the same instrument.

                                       20
<PAGE>

          23.7.     This Agreement may be separated by MFN into two or more
                    individual agreements, each comprised of the General Terms
                    and Conditions, one or more Product Orders and the Exhibits
                    associated with such Product Order(s).

          23.8.     If any conflict or contradiction exists between the terms of
                    this Agreement and one or more Product Orders, the terms of
                    the Product Order(s) shall control.

24.  ENTIRE AGREEMENT
     ----------------

          24.1.     Effective upon the execution of this Licensed Fiber
                    Agreement by both Parties, as between Customer and MFN this
                    Agreement cancels and supercedes that certain agreement
                    entered into by any among Local Fiber LLC and National Fiber
                    Network, Inc., now known as Metromedia Fiber Network, Inc.
                    ("MFNI"), the corporate parent of MFNS, which agreement is
                    identified as the Operating Agreement of Local Fiber LLC
                    dated as of June 19, 1996, which, together with all
                    Schedules thereto, including without limitation Schedule A
                    thereto with respect to Class B Members as described
                    therein, and Schedule B thereto, the License as between
                    Local Fiber LLC and MFNI, will be referred to herein as the
                    "1996 Agreement". The execution of the Exchange and
                    Registration Rights Agreement set forth in Exhibit E to this
                    Licensed Fiber Agreement by each of MFN and Customer
                    constitutes a withdrawal by MFN from Customer and Local
                    Fiber LLC. In addition, in consideration for the execution
                    and delivery of this Licensed Fiber Agreement and other good
                    and valuable consideration, the adequacy and receipt of
                    which is hereby acknowledged, Customer for itself and all of
                    its affiliates, including, without limitation, Local Fiber
                    LLC, as the "Releasing Party" with respect to each of MFNI
                    and MFN as the "Released Party, and each of MFNI and MFN as
                    the "Releasing Party" with respect to Customer and Local
                    Fiber LLC as the Released Party, hereby releases and
                    discharges the respective Released Party and all of such
                    Released Party's successors and assigns from any and all
                    actions, causes of action, suits, debts, dues, sums of
                    money, accounts, reckonings, bonds, bills, specialties,
                    covenants, contracts, controversies, agreements, promises,
                    obligations, duties, variances, trespasses, damages,
                    judgments, extents, executions, claims, and demands
                    whatsoever, in law or equity, which against the respective
                    Released Party, the respective Releasing Party and such
                    Releasing Party's successors and assigns ever had, now have
                    or hereafter can, shall or may, have for, upon, or by reason
                    of any matter, cause or thing whatsoever from the beginning
                    of the world to the day of the date of this Licensed Fiber
                    Agreement arising from the 1996 Agreement.

          24.2.     With the exception of a confidentiality agreement between
                    the parties, this Agreement, including the Product Order,
                    Appendices and Exhibits attached hereto constitute the
                    entire agreement between the Parties with respect to the
                    subject matter hereof and supersede any and all prior
                    negotiations, understandings, and agreement with respect
                    hereto, whether oral or written.

                                       21
<PAGE>

The Parties hereto have executed this Agreement as of the date first written
above.


METROMEDIA FIBER NETWORK SERVICES, INC.


By:  /s/ Michael S. Liss
   -------------------------------------------------------


Print Name: Howard Finkelstein
           ----------------------------------------------


Title:
      ---------------------------------------------------


FIBERNET TELECOM GROUP, INC.


By: /s/ Michael S. Liss
   ------------------------------------------------------


Print Name: Michael S. Liss
           ----------------------------------------------


Title:
      ---------------------------------------------------

                                       22
<PAGE>

Exhibit A:  MFN Fiber Optic Cable Network and Rings

Exhibit B:  List of On-Network Buildings

Exhibit C:  Form of Product Order

Exhibit D:  Licensed Fiber Previously Provided by MFN to Customer

Exhibit E:  Exchange and Registration Rights Agreement

Exhibit F:  Rental Allocation Schedule

Exhibit G:  Building Network Connection Pricing.

                                       1
<PAGE>

                                   EXHIBIT A

                      MFN FIBER OPTIC CABLE NETOWRK RINGS

                          Boston Downtown Area Network

                                [*************]
<PAGE>

                              Chicago Area Network

                                [*************]
<PAGE>

                             Manhattan Area Network

                                [*************]
<PAGE>

                     Washington D.C. Downtown Area Network

                                [*************]
<PAGE>

                      San Francisco Downtown Area Network

                                [*************]
<PAGE>

                       Los Angeles Downtown Area Network

                                [*************]
<PAGE>

                                   EXHIBIT B

                          List of On-Network Buildings

New York City Metropolitan Area
-------------------------------

     [***************]

Washington D.C. Metropolitan Area
---------------------------------

     [***************]

Chicago Metropolitan Area
-------------------------

     [***************]

Boston Metropolitan Area
------------------------

     [***************]

San Francisco Metropolitan Area
-------------------------------

     [***************]

Los Angeles Metropolitan Area
-----------------------------

     [***************]
<PAGE>

                                   EXHIBIT C

                    METROMEDIA FIBER NETWORK SERVICES, INC.

                                 PRODUCT ORDER

                               Dark Fiber License

                          FiberNet Telecom Group, Inc.

<TABLE>
<C>                         <S>
1.                           Date:
                             ----
2.                           Number of Licensed Fibers:
                             -------------------------
3.                           Rings:    #1_________
                             -----     #2_________
                                       #3_________
                                       #4_________
                                       #5_________

4.                           Customer Locations:       #1_______________
                             ------------------        #2_______________

5.                           Building Network Connection (On-Network Buildings):          Estimate Splice Connection Costs:
                             --------------------------------------------------           --------------------------------

6.                           Building Network Connection (Off-Network Buildings):
                             ---------------------------------------------------

7.                           Customer Charges:
                                                                                 ---------------------------------------------------
                             a.   Prepaid Charge               $__________
                             b.   MFN will invoice for the Lateral Extension construction cost or splice connection
                                  cost (if applicable).
                                  Invoices shall paid net 30 days after delivery of invoice.
                             c.   Customer will pay all Applicable Taxes.

8.                           Licensed Fiber Specifications:  See Exhibit A, attached hereto.
                             -----------------------------       ---------

9.                           Estimated Commencement Date(s): _______________
                             ------------------------------

10.                           Special Requirements.
                              --------------------

11.                           Customer Notice:
                              ---------------

                                     FiberNet Telecom Group, Inc.
                                     570 Lexington Avenue
                                     New York, New York 10022
</TABLE>
<PAGE>

This Product Order alone shall not constitute an Agreement between the parties
but shall be incorporated by reference into a Private Network Agreement to be
executed between MFN and Customer.

METROMEDIA FIBER NETWORK SERVICES, INC.

By:_______________________________________________

Print Name:_______________________________________

Title:____________________________________________


FIBERNET TELECOM GROUP, INC.

By:_______________________________________________

Print Name:_______________________________________

Title:____________________________________________
<PAGE>

                                   Exhibit A
                                   ---------


                          Leased Fiber Specifications
                                      and
          Fiber Optic Cable Splicing, Testing and Acceptance Standards

MFN will perform fiber testing as described below on each Leased Fiber and will
provide the documentation (hard copy and/or diskette) of results to the
Customer.  Each "span" will be defined in documentation included in the
Customer's package.  Acceptance of a span by Customer will be an acknowledgement
by the Customer that all Leased Fiber complies with all performance criteria
contained herein.

1)  Power testing: This end-to-end loss measurement will be conducted for each
    Leased Fiber in the span and both directions using an industry-accepted
    laser source and power meter. The bi-directional average will be used to
    determine the end-to-end css of the span at each appropriate wave length.
    This test will be conducted at both, 1310 nm and 155 nm for Standard Single
    Mode Fiber: Dispersion Shifted Fiber (True Wave(TM), LEAF(TM), etc.) will be
    tested at 1550 nm only. In the event that a scan consists of both Standard
    Single Mode and Dispersion Shifted fiber type, only 1550 nm testing will be
    conducted. This power testing will ensure fiber continuity and the absence
    of crossed fibers in the span. Power testing will only be conducted where
    the Leased Fiber is terminated by MFN in fiber distribution panels at both
    ends of the span.

2)  OTDR testing: All traces will be provided in hard copy and diskette form
    using GR 196 format. This testing will be conducted at both 1310 and 1550 nm
    wavelenghts when the Leased Fiber consists of Standard Single Made Fiber,
    but will be done at 1550 nm only if the Leased Fiber consists of either
    Dispersion Shifted Fiber (True-Wave(TM), LEAF(TM), etc.) or a combination of
    Single Mode and Dispersion Shifted fiber types.

OTDR testing will be conducted on a bi-directional basis for each Leased Fiber
in each span at the appropriate wavelengths for the Leased Fiber described
above.  However, if due to length or attenuation reasons that the Leased Fiber
span exceeds the dynamic range of an OTDR, a portion or the entire span may be
tested on a unidirectional basis only.  Alternatively, the Leased Fiber span may
be divided into shorter testing spans, to the extent reasonably possible, in
order to obtain bi-directional analysis.  Also, in instances where a Customer
intends to accept Leased Fiber that is not terminated at one end by MFN in a
fiber distribution panel (such as in manhole or handhold) only unidirectional
testing will be performed.

The turnover documentation package delivered to Customer will contain the actual
trances that detail the testing parameters (including Purse width, averaging and
range).  The average bi-directional spice loss for all splices within each span
will be of 0.15 dB or less for all connectors within each span.  (Note that the
front and end connector of the span pan only to be measured uni-directionally
and will also have a loss equal to or less than 0.5 dB).  In the event that CTDR
acceptance testing must be done on a unidirectional basis (for reasons described
above), an average per span spice loss will be 0.30 dB.

All traces will be provided in hard copy and/or diskette form using GR 196
format.  If the average bi-directional splice loss of each span exceeds 0.15 dB
or 0.30 dB uni-directionally), MFN will provide upon the Customer's request
documentation of at least three attempts to reduce this value to below 0.15 dB
(0.30 dB uni-directionally).  The only exception to this will be in the instance
of a splice between two different fiber types (Standard Single-mode to
Dispersion Shifted, Depressed-Clad to Matched Clad, fibers with different mode-
field diameters).

Customer should also not that the loss and/or reflectance of the front-end
connector (as measured using a launch cord) is only an indicator of a problem
such as a defective port, bulkhead, or the like.  Since a different patch cord
will be used by Customer (that connects to their equipment, or example ) to
mate this connector, a different loss and/or reflectance may
occur.
<PAGE>

                                   EXHIBIT D

             LICENSED FIBER PREVIOUSLY PROVIDED BY MFN TO CUSTOMER

                                [*************]
<PAGE>

                                   EXHIBIT E

                   EXCHANGE AND REGISTRATION RIGHTS AGREEMENT

     THIS EXCHANGE AND REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated
as of December 17, 1999 among Metromedia Fiber Network Services, Inc., a
Delaware corporation (the "Stockholder"), FiberNet Telecom Group, Inc., a Nevada
corporation (the "Company"), and Local Fiber LLC, a New York limited liability
company of which the Stockholder and the Company are members (the "LLC").
Capitalized terms used herein but not otherwise defined shall have the meanings
given them in Section 1 of this Agreement.

     WHEREAS, the Stockholder and the Company have determined to exchange the
Stockholder s membership interest in the LLC for 5,000,000 shares of the
Company's Common Stock, par value $.001 per share (the "Common Stock"), in
accordance with the terms and provisions of this Agreement.

1.  Definitions.  As used herein, unless the context otherwise requires, the
    -----------
following terms have the following respective meanings:

     "AMEX" means the American Stock Exchange Inc.
      ----

     "Commission" means the Securities and Exchange Commission or any other
      ----------
federal agency at the time administering the Securities Act.

     "Common Stock" has the meaning ascribed to such term in the recital to this
      ------------
Agreement.

     "Demand Registration" means a registration statement with respect to the
      -------------------
other Registrable Securities, including any prospectus contained any such
registration statement and any amendment of or supplement to such registration
statement or prospectus, filed pursuant to Section 4.1 (a) hereof.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended, or
      ------------
any successor federal statute, and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time.  Reference to a
particular section of the Securities Exchange Act of 1934, as amended, shall
include a reference to the comparable section, if any, of any such successor
federal statute, and to the rules and regulations under such section.

     "Incidental Registration" has the meaning ascribed to such term in Section
      -----------------------
4.2(a) hereof.

     "`Lock-up period" means the period commencing on the date hereof and ending
       --------------
one year therefrom.

     "Investor Registration Rights Agreement"  means "Registrable Shares" as
      --------------------------------------
such term is defined in the Investor Registration Rights Agreement.

                                       1
<PAGE>

     "Investor Registration Rights Agreement" means that certain Registration
      --------------------------------------
Rights Agreement dated as of May 7, 1999, by and among the Company and the
Purchasers named therein, as the same may be amended from time to time.

     "Majority Holders" means the holder or holders of a majority of the
      ----------------
outstanding Registrable Securities, based upon the total number of shares of
Common Stock included in the definition of the Registrable Securities
outstanding at the time such calculation is made.

     "NYSE" means the New York Stock Exchange, Inc.
      ----

     "Outstanding" means, with respect to the Common Stock, shares of Common
      -----------
Stock issued and outstanding on the date hereof and at any time on or prior to
90 days after the date hereof, and shares of Common Stock issuable upon exercise
or conversion of options, warrants, convertible notes or other debt securities,
convertible preferred stock or other convertible or derivative securities.

     "Person" means any individual, corporation, partnership, trust,
      ------
incorporated or unincorporated association, joint venture, joint stock company,
government (or an agency, department or political subdivision thereof) or other
entity of any kind.

     "Registrable Securities" means (i) the Shares and (ii) any Related,
      ----------------------
Registrable Securities.  As to any particular Registrable Securities, once
issued such securities shall cease to be Registrable Securities when (a) a
registration statement with respect to the sale of such securities shall have
become effective under the Securities Act and such securities shall have been
disposed of in accordance with such registration statement, (b) they shall have
been distributed to the public pursuant to Rule 144 (or any successor provision)
under the Securities, (c) they shall have been otherwise transferred, and new
certificates representing them not bearing a legend restricting further transfer
shall have been delivered sby the Company and subsequent public distribution of
them shall not, in the opinion of counsel to the holders (or in the opinion of
counsel to the Company, which opinion is reasonably satisfactory to the
holders), require registration of them under the Securities Act, or (d) they
shall have ceased to be outstanding.

     "Registration Expenses" means all costs, fees and expenses incident to the
      ---------------------
Company's performance of or compliance with Section 4, including, without
limitation, all registration, filing and NASD fees, all fees and expenses of
complying with securities or blue sky laws, all word processing, duplicating and
printing expenses, messenger and delivery expenses, the fees and disbursements
of counsel for the Company and of its independent public accountants, and the
reasonable fees and expenses of one counsel to the Stockholder.

     "Related Registrable Securities" means any securities of the Company issued
      ------------------------------
or issuable with respect to the Shares by way of a dividend or stock split or in
connection with a combination of shares, recapitalization, merger, consolidation
or other reorganization or otherwise.

     "Representative" means, if the Stockholder does not hold at least 50% of
      --------------
the Registrable Securities, a representative holder designated in writing to the
Company by the Majority Holders.

                                       2
<PAGE>

     "Request" has the meaning ascribed to such term in Section 4.1(a) hereof.
      -------

     "SEC" means the Securities and Exchange Commission or any successor agency.
      ---

     "Securities Act" means the Securities Act of 1933, or any successor federal
      --------------
statute, and the rules and regulations of the Commission thereunder, all as the
same shall be in effect at the time.  References to a particular section of the
Securities Act of 1933 shall include a reference to the comparable section, if
any, of any such successor federal statute, and to the rules and regulations
under such section.

     "Shares" means the 5,000,000 shares of Common Stock to be received by the
      ------
Stockholder pursuant to this Agreement.

     "Shelf Registration" means a "shelf" registration statement with respect to
      ------------------
the Registrable Securities on Form S-3 or other appropriate form pursuant to
Rule 415 under the Securities Act, including any prospectus contained any such
registration statement and any amendment of or supplement to such registration
statement or prospectus.

     "Stockholder" has the meaning ascribed to such term in the preamble hereof,
      -----------
provided that term "Stockholder" shall also mean any assignee or transferee of
--------
the Registrable Securities.  If at any time a majority of the Registrable
Securities then outstanding are not held by a single holder, the rights of the
Stockholder hereunder may be enforced by the Majority Holders.

     "Transfer" means the sale, transfer, exchange, assignment, pledge or
      --------
hypothecation of any Shares to any Person other than Stockholder or a Person
controlled by or under common control with the Stockholder.

2.  Exchange of LLC Interests for Shares.  The Stockholder hereby exchanges the
    ------------------------------------
outstanding membership interest held by the Stockholder in the LLC for the
Shares.  Effective upon the execution and delivery of this Agreement and the
delivery by the Company to the Stockholder of a certificate representing the
Shares, the Stockholder hereby withdraws as a member of the LLC.  In conjunction
with and as a condition precedent to the consummation of the transactions
contemplated by this Section 2, the Stockholder's subsidiary Metromedia Fiber
Network Services, Inc. and Local Fiber LLC shall execute and deliver a Private
Network Agreement in the form of Exhibit A hereto.

3.  Representations and Warranties of the Company.  The Company and the LLC
    ---------------------------------------------
hereby jointly and severally represent and warrant to the Stockholder as
follows:

3.1  Corporate Organization and Authority of the Company; Binding Effect.

(a)  The Company is a corporation duly organized, validly existing and in good
     standing under the laws of Nevada and has all corporate power and authority
     to carry on its business as now being conducted and to own its properties.
     The Company has heretofore delivered to the Stockholder complete and
     correct copies of its certificate of incorporation and by-laws, as
     currently in effect.

                                       3
<PAGE>

(b)  The LLC is a limited liability company duly organized, validly existing and
     in good standing under the laws of New York and has all limited liability
     company power and authority to carry on its business as now being conducted
     and to own its properties.
(c)  The Company has full corporate power and authority to enter into this
     Agreement and any other applicable agreements contemplated hereby and to
     consummate the transactions contemplated hereby.  The execution, delivery
     and performance by the Company of this Agreement and each such other
     agreement contemplated hereby to which it is or will be a party have been
     duly authorized by all requisite corporate action.
(d)  The LLC has full limited liability company power and authority to enter
     into this Agreement and any other applicable agreements contemplated hereby
     and to consummate the transactions contemplated hereby.  The execution,
     delivery and performance by the LLC of this Agreement and each such other
     agreement contemplated hereby to which it is or will be a party have been
     duly authorized by all requisite action.
(e)  This Agreement has been, and each of the other Agreements to which the
     Company or the LLC is a party will be as of the Closing Date, duly executed
     and delivered by the Company and the LLC, and (assuming due execution and
     delivery by he Stockholder) this Agreement constitutes, and each of such
     other Agreements when executed and delivered will constitute, a valid and
     binding obligation of the Company and the LLC, enforceable in accordance
     with is terms, except as may be limited by bankruptcy, insolvency,
     reorganization or similar laws affecting creditors' rights generally or by
     general equitable principles.

3.2  Capitalization. As of the date hereof, the Company has (i) 50,000,000
     --------------
shares of Common Stock, $.001 par value authorized and (ii) 5,000,000 shares of
Preferred Stock, $.001 par value ("Preferred Stock") authorized. Of the
50,000,000 shares of Common Stock authorized, 20,432,464 shares are issued and
outstanding and 23,233,210 shares have been reserved for issuance upon the
conversion or exercise of the issued and outstanding Preferred Stock, warrants
and options existing as of the date hereof.  Of the 5,000.000 shares of
Preferred Stock authorized, (i) 1,000,000 shares are designated and authorized
as Series A Convertible Cumulative Preferred Stock, $.001 par value ("Series A
Preferred Stock"), (ii) 80,000 shares are designated and authorized as Series B
Voting Preferred Stock, $.001 par value ("Series B Preferred Stock"), (iii)
133,333 shares are designated and authorized as Series C Preferred Stock, $.001
par value ("Series C Preferred Stock"), (iv) 500,000 shares are designated and
authorized as Series D Preferred Stock") $.001 par value ("Series D Preferred
Stock"), (v) 750,000 shares are designated and authorized as Series E Preferred
Stock, $.001, par value ("Series E Preferred Stock") and (vi) 500,000 are
designated and authorized as Series F Preferred Stock, $.001 par value ("Series
F Preferred Stock ).  Of the designated and authorized Preferred Stock, 133,333
shares of the Series C Preferred Stock are issued and outstanding, 309,143
shares of the Series D Preferred Stock are issued and outstanding, 291,926
shares of the Series E Preferred Stock are issued and outstanding and 345,515
shares of the Series F Preferred Stock are issued and outstanding.  There are no
shares of the Series A Preferred Stock or Series B Preferred Stock; issued and
outstanding as of this date.  All the shares of Common Stock to be issued upon
the conversion or exercise of issued and outstanding shares

                                       4
<PAGE>

of Preferred Stock, and all of the shares of Common Stock to be issued upon the
conversion or exercise of issued and outstanding shares of Preferred Stock and
warrants and options issued by the Company will be when issued, fully paid and
nonassessable.

3.3  No Violation; Consents.
     ----------------------
(a)  Except as otherwise described on Schedule 1 hereto, neither the Company nor
     any the subsidiary of the Company is subject to or bound by any provision:
(i)  any law, statute, rule, regulation or judicial or administrative decision;
(ii) any articles or certificates of incorporation or by-laws;
(iii)any mortgage, deed of trust, lease, note, shareholders' agreement, bond,
     indenture, instrument, agreement, license, permit, trust or custodianship,
     in each case to which the Company or any such subsidiary is a party or
     under which the Company or any such subsidiary is bound; or
(iv) any judgment, order, writ, injunction or decree of any court, governmental
     body, administrative agency or arbitrator,

that would prevent or be violated by or that would result in the creation of any
lien, charge, security interest or other restriction or encumbrance as a result
of, or under which there would be a default or right of termination as a result
of, the execution, delivery and performance by the Company and the LLC of this
Agreement and the consummation of the transactions contemplated hereby.

(b)  Except as otherwise described on Schedule 1 hereto, no consent, approval or
     authorization or declaration or filing with any Person is required for the
     valid execution, delivery and performance by Seller of this Agreement and
     the consummation of the transactions contemplated hereby.

3.4  SEC Filings.  The Company has timely filed all reports and other documents
     -----------
(collectively, the "SEC Filings") required to be filed by the Company with the
SEC pursuant to the Securities Act, the Exchange Act and any other applicable
provision of the United States securities laws.  Each such report, at the time
filed, did not include an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading in the light of the circumstances under which they were
made.

3.5  Financial Statements.  Except as noted therein and except for normal year-
     --------------------
end adjustments with respect to unaudited financial statements, all financial
statements contained n the SEC Filings or otherwise delivered to the Stockholder
were prepared in accordance with generally accepted accounting principles
consistently applied throughout the periods indicated, and present fairly in all
material respects the consolidated, financial position of the Company and its
Subsidiaries at such dates, and the consolidated results of their operations and
cash flows for the period then ended.

                                       5
<PAGE>

3.6  No Material Change.  Since the September 30, l999, there has been no
     ------------------
material adverse change in the financial condition, assets, liabilities
(contingent or otherwise), results of operations or business of the Company and
its subsidiaries considered as a whole.

4.   Registration Under Securities Act, etc.
     --------------------------------------

4.1  Demand Registration.
     -------------------
(a)  Right to Demand Registration.  Subject to Section 4.1(c), at any time or
     ----------------------------
     from time to  time after the end of the Lock-up period the Stockholder
     shall have the right to request in writing that the Company register all or
     part of the Registrable Securities (a "Request") (which Request shall
     specify the amount of Registrable Securities intended to be disposed of and
     the intended method of disposition thereof) by filing with the SEC a Demand
     Registration.  The Company shall, within 30 days following a Request, cause
     to be filed with the SEC a Demand Registration providing for the
     registration under the Securities Act of the Registrable Securities which
     the Company has been so requested to register, to the extent necessary to
     permit the disposition of such Registrable Securities in accordance with
     the intended methods of disposition thereof specified in such Request.  The
     Company shall use its best efforts to have such Demand Registration
     declared effective by the SEC as soon as practicable, and in no event more
     than 180 days, and thereafter to keep such Demand Registration Statement
     continuously effective for the period specified in Section 4.1(b).  The
     Company shall pay all Registration Expenses incurred in connection with any
     Demand Registration, whether or not it becomes effective (unless the
     Stockholder shall for any reason unilaterally withdraw such Demand
     Registration other than for a materially adverse change in the Company's
     business, operations, prospects or valuation), and whether all none or some
     of the Registrable Securities are sold pursuant to the Demand Registration.
     Notwithstanding anything contained in Section 4.1 or Section 6 hereof, in
     the event any Investor Registrable Securities are publicly registered
     pursuant to a demand registration under the terms of the Investor
     Registration Rights Agreement prior to the end of the Lock-up Period, the
     Stockholder will have the right to participate in such investor demand
     registration on a pro rata basis with such requesting holders of Investor
                       --- ----
     Registrable Securities.
(b)  Priority in Demand Registrations.  If a Demand Registration involves an
     --------------------------------
     underwritten offering, and the sole or lead managing underwriter, as the
     case may be, of such underwritten offering shall advise the Company in
     writing that, in its opinion, the amount of Registrable Securities
     requested to be included in such Demand Registration exceeds the number
     which can be sold in such offering within a price range acceptable to the
     Stockholder (such writing to state the basis of such opinion and the
     approximate number of Registrable Securities which may be included in such
     offering), the Company shall include in such Demand Registration, to the
     extent of the number which the Company is so advised may be included in
     such offering, the Registrable Securities requested to be included in the
     Demand Registration by the Stockholder.  If no such written notice is
     provided, the company may include in such Demand Registration securities
     for its own account or for the account of other persons.
(c)  Limitations on Registrations.  The right of the Stockholder to request
     ----------------------------
     Demand Registrations pursuant to Section 4. (a) are subject to the
     following limitations: (i) the Company shall not be obligated to effect a
     Demand Registration within six months after the effective date of any other
     registration of Common Stock Securities Act (other them pursuant to a
     registration

                                       6
<PAGE>

     on Form S-8 or Form Successor or similar form which is then in
     effect), and (ii) in no event shall the Company be required to effect, in
     the aggregate, more than two (2) Demand Registrations.
(d)  Underwriting; Selection of Underwriters.  If the Company so elects, any
     ---------------------------------------
     offering of Registrable Securities pursuant to a Demand Registration shall
     be in the form of an underwritten offering.  If any Demand Registration
     involves an underwritten offering, the sole or managing underwriters and
     any additional investment bankers and managers to be used in connection
     with such registration shall be selected by the Company subject to the
     reasonable approval of the Stockholder, such approval not to be
     unreasonably withheld or delayed.
(e)  Effective Registration Statement; Suspension.  A Demand Registration shall
     --------------------------------------------
     not be deemed to have become effective (and the related registration will
     not be deemed to have been effected) unless it has been declared effective
     by the SEC and remains effective in compliance with the provisions of the
     Securities Act with respect to the disposition of all Registrable
     Securities covered by such Demand Registration.
(f)  Registration Statement Form.  Registrations under this Section 4.1 shall be
     ---------------------------
     on such appropriate registration form of the SEC (i) as shall be selected
     by the Company, and (ii) which shall be available for the sale of
     Registrable Securities in accordance with the intended method or methods of
     disposition specified in the requests for registration.

4.2  Incidental ("Piggyback") Registration.

(a)  Right to Include Registrable Securities.  If at any time or from time to
     time after the Lock-up Period the Company proposes to register any shares
     of its Common Stock under the Securities Act (other than in a registration
     on Form S-4 or S-8 or any successor form to such forms, other than a
     registration on any registration form which does not permit secondary sales
     and other than pursuant to Section 4.1 ) whether or not pursuant to
     registration rights granted to other holders of its securities and whether
     or not for sale for its own account, the Company shall deliver prompt
     written notice to the Stockholder of its intention to undertake such
     registration (an "Incidental Registration") and of the Stockholder's right
     to participate in such registration under this Section 4.2 as hereinafter
     provided.  Subject to the other provisions of this paragraph (a) and
     Section 4.2(b), upon the written request of the Stockholder made within 10
     days after the receipt of such written notice (which request shall specify
     the amount of Registrable Securities to be registered), the Company shall
     use its best efforts to include in such registration all Registrable
     Securities requested by the Stockholder to be so registered to the extent
     requisite to permit the registration of the Registrable Securities to be so
     registered.  If an Incidental Registration involves an underwritten
     offering, the sole or leading managing underwriter may require the
     Stockholder to participate in the underwritten offering and to sell its
     Registrable Securities to the underwriters at the same price and on the
     same terms of underwriting applicable to the Company and any other Persons
     selling securities of the Company.  The Company shall pay all Registration
     Expenses incurred in connection with any Incidental Registration, whether
     or not it becomes effective, and whether all, none or some of the
     Registrable Securities are sold pursuant to the Incidental Registration.

     If at any time after giving written notice of its intention to register any
securities and prior to the effective date of the incidental Registration
Statement filed in connection with such

                                       7
<PAGE>

registration, the Company shall determine for any reason not to register or to
delay registration of such securities, the Company may, at its election give
written notice of such determination to the Stockholder and, thereupon, (i) in
the case of a determination not to register, the Company shall be relieved of
its obligation to register any Registrable Securities in connection with such
registration (but not from its obligation to pay the Registration Expenses
incurred in connection therewith), without prejudice, however, to the rights the
Stockholder to cause such registration be effected as a registration under
Section 4.1, and (ii) in the case of a determination to delay such registration,
the Company shall be permitted to delay the registration of such Registrable
Securities for the same period as the delay in registering such other
securities.

(b)  Priority in Incidental Registration.  If an Incidental Registration
     -----------------------------------
     involves an unwritten offering, and the sole or the lead managing
     Underwriter, as the case may be, of such underwritten offering shall advise
     the Company in writing (with a copy to the Stockholder) that, in its
     opinion, the amount of securities (including Registrable Securities)
     requested to be included in such registration exceeds the amount which can
     be sold in such offering without interfering with the successful marketing
     of the securities being offered (such writing to state the basis of such
     opinion and the approximate number of such securities which may be included
     in such offering without such effect), or, in the case of an Incidental
     Registration not involving an underwritten offering, the Company shall
     reasonably determine (and notify the Stockholder of such determination),
     after consultation with an investment banking firm, that the amount of
     securities (including Registrable Securities) proposed to be sold in such
     offering exceeds the number which can be sold in such offering within a
     price range acceptable to the Company, the Company shall include in such
     registration, to the extent of the number which the Company is so advised
     (or, in the case of an Incidental Registration not involving an
     underwritten offering, which the Company reasonably determines) may be
     included in such offering without such effect, (i) in the case of a
     registration initiated by the Company, (A) first, the securities that the
     Company proposes to register for its own account, and (B) second, the
     Registrable Securities requested to be , included in such registration by
     the Stockholder and other securities of the Company to be, registered on
     behalf of any other Person, allocated rata in proportion to the number of
     securities requested to be included in such registration by each of them,
     and (ii) in the case of a registration initiated by a Person other than the
     Company, (A) first, the securities of the Company requested to be included
     in such registration by the Persons initiating such registration, (B)
     second, the securities that the Company proposes to register for its own
     account, and (C) third, the Registrable Securities requested to be included
     in such registration by the Stockholder and any other securities of the
     Company to be registered on behalf of any Person, allocated pro rata in
     proportion to the number or securities requested to be included in such
     registration  by each of them.
(c)  Suspension of Demand Registration.  Notwithstanding anything herein to the
     ---------------------------------
     contrary, from the date of notice by the Company of its intention to under
     which an incidental Registration and for so long as the Company is on a
     best efforts basis pursuing such registration, the right of the Stockholder
     to effect a Demand Registration shall be suspended.

4.3  Shelf Registration.  The Company shall file, as soon as reasonably
     ------------------
practicable following later of the date hereof and the first date upon which the
Company is eligible to file a registration statement on Form S-3 under the
Securities Act, a Shelf Registration.  The Company shall use its commercially
reasonable efforts to have the Shelf Registration declared effective as

                                       8
<PAGE>

soon as reasonably practicable after such filing, and shall use its commercially
reasonable efforts to keep the Shelf Registration continuously effective from
the date such Shelf Registration is declared effective until the earlier of (i)
such time as all of the Registrable Securities shall cease to be Registrable
Securities and (ii) December 13, 2002.

     The Company shall supplement or amend, if necessary, the Shelf
Registration, as required by the registration form utilized by the Company or by
the instructions applicable to such registration form or by the Securities Act
or as reasonably required by the Stockholder, and the Company shall furnish to
the holders of the Registrable Securities to which the Shelf Registration
relates copies of any such supplement or amendment prior to its being filed with
the Commission or the intended date of its first use if no filing with the
Commission is required.  The Company shall pay all Registration Expenses
incurred in connection with the Shelf Registration whether or not it becomes
effective, and whether all, none or some of the Registrable Securities are sold
pursuant to the Shelf Registration.  In no event shall the Shelf Registration
include securities other than Registrable Securities, unless the Stockholder
consents to such inclusion.

4.4  Registration Procedures.  In connection with any registration statement
     -----------------------
filed pursuant to this Section 4, the Company will, as expeditiously as
possible:

(i)  prepare and file with the Commission such amendments and supplements to
     such registration statement and the prospectus used in connection therewith
     as may be necessary to keep such registration statement effective and to
     comply with the provisions of the Securities Act with respect to the
     disposition of all Registrable Securities covered by such registration
     statement or as may be reasonably requested by the Stockholder, until such
     time as all of such Registrable Securities have been disposed of in
     accordance with the intended methods of disposition by the seller or
     sellers thereof set forth in such registration statement;
(ii) furnish to each seller of Registrable Securities covered by such
     registrator statement, such number of conformed copies of such registration
     statement and to each such amendment and supplement thereto (in each case
     including all exhibits and such number of copies of the prospectus
     contained in such registration statement (including each preliminary,
     prospectus and any summary prospectus and any other prospectus filed under
     Rule 24 under the Securities Act, in conformity with the requirements of
     the Securities Act, and such other documents, as such seller may reasonably
     request;
(iii)use its best efforts to (x) register or qualify all Registrable Securities
     and other securities covered by such registration statement under such
     other securities or blue sky laws of such States of the United States of
     America where an exemption is rot available and as the sellers of
     Registrable Securities covered by such registration statement shall
     reasonably request, (y) keep such registration or qualification in effect
     for so long as such registration statement remains in effect, and (z) take
     any other action which may be reasonably necessary or advisable to enable
     such sellers to consummate the disposition in such jurisdictions of the
     securities to be sold by such sellers, except that the Company shall not
     for any such purpose be required to qualify generally to do business as a
     foreign corporation in any jurisdiction wherein would not but for the
     requirements of this subdivision (iii) be obligated to be so qualified
     subject itself to taxation in any such jurisdiction or consent to general
     service of process in any such jurisdiction;

                                       9
<PAGE>

(iv) use its best efforts to cause all Registrable Securities covered by such
     registration statement to be registered with or approved by such other
     federal or state governmental agencies or authorities as may be necessary
     in the opinion of counsel to the Company and counsel to the seller or
     sellers of Registrable Securities to enable the seller or sellers thereof
     to consummate the disposition of such Registrable Securities;
(v)  promptly notify each seller of Registrable Securities covered by such
     registration statement at any time when a prospectus relating thereto is
     required to be delivered under the Securities Act, upon discovery that, or
     upon the happening of any event as a result of which, the prospectus
     included in such registration statement, as then in effect, includes an
     untrue statement of a material fact or omits to state any material fact
     required to be stated therein or necessary to make the statements therein
     not misleading, in the light of the circumstances under which they were
     made, and shall promptly prepare and furnish to each seller a reasonable
     number of copies of a supplement to or an amendment of such prospectus as
     may be necessary so that, as thereafter delivered to the purchasers of such
     securities, such prospectus shall not include an untrue statement of a
     material fact or omit to state a material fact required to be stated
     therein or necessary to make the statements therein not misleading in the
     light of the circumstances under which they were made;
(vi) otherwise use its best efforts to comply with all applicable rules and
     regulations of the Commission, and make available to its security holders,
     as soon as reasonably practicable, an earnings statement covering the
     period of at least twelve months, but not more than eighteen months,
     beginning with the first full calendar month after the effective date of
     such registration statement, which earnings statement shall satisfy the
     provisions of Section 11 (a) of the Securities Act and Rule 158 promulgated
     thereunder, and promptly furnish to each such seller of Registrable
     Securities a copy of any amendment or supplement to such registration
     statement or prospectus; and
(vii)use its best efforts (X) list all Registrable Securities covered by such
     registration statement on the NYSE, the AMEX or such other national
     securities exchange on which Registrable Securities of the same class and,
     if applicable, series, covered by such registration statement are then
     listed, or (y) if the Registrable Securities are quoted on Nasdaq National
     Market, Inc. or another interdealer quotation system, arrange for the
     quotation of all Registrable Securities covered by such registration
     statement on Nasdaq National Market, Inc. or such other interdealer
     quotation system.

     The Company may (i), require each seller of Registrable Securities as to
which any registration is being effected to furnish the Company such information
regarding such seller and the distribution of such securities as the Company may
from time to time reasonably request in writing and (ii) require each seller of
Registrable Securities to agree to comply with the Securities Act and the
Exchange Act in connection with the registration and distribution of the
Registrable Securities.

     Notwithstanding the foregoing, if any such registration or comparable
statement refers to any holder by name or otherwise as the holder of any
securities of the Company and in its sole and exclusive judgment such holder is
or might be deemed to be a controlling person of the Company, such holder shall
have the right to require the insertion therein of language, in form

                                       10
<PAGE>

and substance reasonably satisfactory to such holder and the Company, to the
effect that the holding by such holder of such securities is not to be construed
as a recommendation by such holder of the investment quality of the Company's
securities covered thereby and that such holding does not imply that such holder
will assist in meeting any future financial requirements of the Company.

     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 subdivision (v) of this Section
4.4, such holder will forthwith discontinue such holder's disposition of
Registrable Securities pursuant to the registration statement relating to such
Registrable Securities until such holder's receipt of the copies of the
supplemented or amended prospectus contemplated by subdivision (v) of this
Section 4.4 and, if so directed by the Company, will promptly deliver to the
Company (at the Company's expense) all copies, other than permanent file copies,
then in such holder's possession of the prospectus relating to such Registrable
Securities current at the time of receipt of such notice.

4.5  Preparation; Reasonable Investigation.  In connection with the preparation
     -------------------------------------
and filing of each registration statement under the Securities Act pursuant to
this Agreement, :he Company

(i)  shall give the Stockholder or the Representative, and counsel and accounts
     designated by the Stockholder or the Representative, as the case may be,
     the opportunity to participate in the preparation of such registration
     statement, each prospectus included therein or filed with the Commission,
     and each agreement thereof or supplement thereto,
(ii) shall give each of them such reasonable access to its books and records and
     such opportunities to discuss the business of the Company with its officers
     and the independent public accountants who have certified its financial
     statements as shall be necessary in the opinion of the Stockholder or the
     Representative, as the case may be, and such counsel or accountants, to
     conduct a reasonable investigation within the meaning of the Securities
     Act, and (iii) shall promptly notify the Stockholder or the representative,
     as the case may be, and its counsel of any stop order issued or threatened
     by the Commission and promptly take all reasonable actions required to
     prevent the entry of such stop order or to remove it if entered.

4.6  Indemnification.
     ---------------

(a)  Indemnification by the Company.  The Company will, and hereby does,
     ------------------------------
     indemnify and hold harmless, in the case of any registration statement
     filed pursuant to this Section 4, each seller of any Registrable Securities
     covered by such registration statement and each other 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 Securities Act, and their perspective
     directors, officers partners, shareholders, employees and affiliates
     against any losses, claims, damages or liabilities, joint or several, to
     which such seller or underwriter or any such director, officer, partner,
     shareholder, employee, affiliate or controlling person may become subject
     under the Securities Act or otherwise, including, without limitation, the
     fees and expenses of legal counsel, insofar as such losses, claims, damages
     or liabilities (or actors or proceedings, whether commenced or threatened,
     in respect thereof) arise

                                       11
<PAGE>

     out of or are based upon any untrue statement or alleged untrue statement
     of any material fact contained in any registration statement under which
     such securities were registered under the Securities Act, any preliminary
     prospectus final prospectus or summary prospectus contained therein, or any
     amendment or supplement thereto, or any omission or alleged omission to
     state therein a material fact required to be stated therein or necessary to
     make the statements therein in light of the circumstances in which they
     were made not misleading, or any violation by the Company of the Securities
     Act, and the Company will reimburse each Such seller or underwriter and
     each such director, officer, partner, shareholder, employee, affiliate and
     controlling Person or any legal or any other expenses reasonably incurred
     by them in connection with investigating or defending any such loss, claim,
     liability, action or proceeding; provide that the Company shall not be
                                      -------
     liable in any such case to the extent that any such loss, claim, damage,
     liability (or action or proceeding in respect thereof) or expense rises out
     of or is based upon an untrue statement or alleged untrue statement mission
     or alleged omission made in such registration statement, any such
     preliminary prospectus, final prospectus, summary prospectus, amendment or
     supplement in reliance upon and conformity with written information
     furnished the Company through an instrument duly executed by or on behalf
     of such seller or underwriter, as the case may be specifically stating that
     it is or use n the preparation thereof. Such indemnity shall remain in full
     force and effect regardless of any investigation made by or on behalf of
     any such seller or any such director, officer, employee, affiliate, or
     controlling person and shall surviving the transfer of such securities by
     such seller.
(b)  Indemnification by the Sellers.  As a condition to including any
     ------------------------------
     Registrable Securities in any registration statement, the Company shall
     have received an undertaking satisfactory to it from the prospective seller
     of such Registrable Securities, to indemnify and hold harmless (in the same
     manner and to the same extent as set forth in subdivision (a) of this
     Section 4.6) the Company, and each director, officer, employee and
     shareholder of the Company and each other Person, if any, who participates
     as an underwriter in the offering or sale of such securities and each other
     Person who controls the Company or any such underwritten within the meaning
     of the Securities Act, with respect to any untrue statement or alleged
     untrue statement of a material fact contained in or any omission or alleged
     omission to state therein a material fact in any such registration
     statement any preliminary prospectus, final prospectus or summary
     prospectus contained therein, or any amendment or supplement thereto, if
     such untrue statement or alleged untrue statement or omission or alleged
     omission was made in reliance upon and in conformity with written
     information furnished to the Company through an instrument duly executed by
     or on behalf of such seller specifically stating that it is for use in the
     preparation of such registration statement, preliminary prospectus, final
     prospectus, summary prospectus, amendment or supplement; provided that the
     liability of such indemnifying party under this Section 4.6(b) shall be
     limited to the amount of proceeds received by such indemnifying party in
     the offering giving rise to such liability.  Such indemnity shall remain in
     full force and effect, regardless of any investigation made by or an behalf
     of the Company or any such director, officer, employee, shareholder or
     controlling person and shall survive the transfer of such securities by
     such seller.
(c)  Notices of Claims, etc. Promptly after receipt by an indemnified party of
     ----------------------
     notice of the commencement of any action or proceeding involving a claim
     referred to in the preceding subdivisions of this Section 4.6, such
     indemnified party will, if a claim in respect thereof is to be made against
     an indemnifying party, give written notice to the latter of the
     commencement of

                                       12
<PAGE>

     such action; provided that the failure of any indemnified party to give
                  --------
     notice as provided herein shall not relieve the indemnifying party of its
     obligations under the preceding subdivisions of this Section 4.6, except to
     the extent that the indemnifying party is actually prejudiced by such
     failure to give notice. In case any such action is brought against an
     indemnified party the indemnifying party shall be entitled to participate
     in and to assume the defense thereof, jointly with any other indemnifying
     party similarly notified to the extent that it may wish, with counsel
     reasonably satisfactory to such indemnified party, and after notice from
     the indemnifying party to such indemnified party of its election so to
     assume the defense thereof, the indemnifying party shall not be liable to
     such indemnified party for any legal or other expenses subsequently
     incurred by latter in connection with the defense thereof other than
     reasonable costs of investigation, provided that if the indemnified party
                                        --------
     reasonably believes it is advisable for it to be represented by separate
     counsel because there exists a conflict of interest between its interests
     and those of the indemnifying party with respect to such claim, or there
     exist defenses available to such indemnified party which may not be
     available to the indemnifying party, or if the indemnifying party shall
     fail to assume responsibility to such defense, the indemnified party may
     retain counsel satisfactory to it and the indemnifying party shall pay all
     fees and expenses of such counsel. No indemnifying party shall be liable
     for any settlement of any action or proceeding effected without its written
     consent, which consent shall not be unreasonably withheld or delayed. No
     Indemnifying party shall, without the consent of the indemnified party,
     consent to entry of any judgment or enter into any settlement which does
     not include as an unconditional term thereof the giving by he claimant or
     plaintiff to such indemnified party of a release from all liability in
     respect to such claim or litigation or which requires action other than the
     payment of money by the indemnifying party. Each indemnified party shall
     furnish such information regarding itself or the claim in question as an
     indemnifying party may reasonably request in writing and as shall be
     reasonably requested in connection with the defense of such claim and
     litigation resulting therefrom.
(d)  Contribution.  If the indemnification provided for in this Section 4.6
     ------------
     shall for any reason be held by a court of competent jurisdiction to be
     unavailable to an indemnified party under subparagraph (a) or (b) hereof in
     respect of any loss, claim, damage or liability, or any action in respect
     thereof, then, in lieu of the amount paid or payable under subparagraph (a)
     or (b) hereof, the indemnified party and the indemnifying party under
     subparagraph (a) or (b) hereof shall contribute to the aggregate losses,
     claims, damages and liabilities (including legal or other expenses
     reasonably incurred in connection with investigating the same), in such
     proportion as is appropriate to reflect the relative fault of the Company
     and the prospective sellers of Registrable Securities covered by the
     registration statement in connection with the statements or omissions which
     resulted in such loss, claim, damage or liability, or action in respect
     thereof, as well as any other relevant equitable considerations (the
     relative fault of the Company and such prospective sellers to 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 such
     prospective sellers and the parties' relative intent, knowledge, access to
     information and opportunity to correct or prevent such statement or
     omission).  The parties hereto agree that it would not be just and
     equitable if contribution pursuant to this paragraph were determined by pro
                                                                             ---
     rata allocation or other method which does not take into account the
     ----
     considerations referred to in paragraphs 4.4(a) and 4.4(b).  No person
     guilty of fraudulent misrepresentation (within the meaning of Section 11
     (f) of the Securities Act) shall be entitled to contribution from any
     Person

                                       13
<PAGE>

     who was not guilty of such fraudulent misrepresentation. Such prospective
     sellers obligations to contribute as provided in this subparagraph (d) are
     several in proportion to the relative value of their retrospective
     Registrable Securities covered by such registration statement and not
     joint. In addition, no Person shall be obligated to contribute hereunder,
     any amounts in, payment for any settlement of any action or claim effected
     without such Person's consent which consent shall not be unreasonably
     withheld or delayed.
(e)  Other Indemnification.  Indemnification and contribution similar to that
     ---------------------
     specified in the preceding subdivisions of this Section 4.6 (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 federal or state law, rule or
     regulation of any governmental authority other than the Securities Act.
(f)  Indemnification Payments.  The indemnification and contribution required by
     ------------------------
     this Section 4.6 shall be made by prompt periodic payments of the amount
     thereof during the course of the investigation or defense as and when bills
     are received or expense, loss, damage or liability is incurred.

5.  Rule 144 and Rule 144A.  The Company shall take all actions reasonably
    ----------------------
necessary to enable holders of Registrable Securities to sell such securities
after the expiration of the Lock-up Period 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,
(b)  Rule 144A under the Securities Act, as such Rule may be amended from time
     to time, or
(c)  any similar rules or regulations hereafter adopted by the Commission,
     including, without limiting the generality of the foregoing, filing on a
     time basis all reports required to be filed by Exchange Act.

Upon the request of any holder of Registrable Securities, the Company will
deliver to such holder a written statement as to whether it has complied with
such requirements.

6.  Lock-up.  Except as otherwise provided in the last sentence of Section
    -------
4.1(a) hereof, the Stockholder will not transfer any of the Shares during the
Lock-up Period.

7.  Restricted Securities.  The parties hereto agree that the certificate
    ---------------------
representing the Shares have not been registered under the Securities Act and
shall bear the following legend

          THE SECURITIES REPRESENTED BY THIS CERTIFICATE  HAVE BEEN ACQUIRED FOR
          INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
          1933 OR THE SECURITIES LAWS OF ANY STATE.  THESE SECURITIES MAY NOT BE
          SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE



                                       14
<PAGE>

          WITH THE TERMS OF THE EXCHANGE AND REGISTRATION RIGHTS AGREEMENT DATED
          AS OF DECEMBER 13, 1999, AMOUNG METROMEDIA FIBER NETWORK SERVICES,
          INC., FIBERNET TELECOM GROUP, INC. AND LOCAL FIBER LLC.

8.  Amendments and Waivers.  This Agreement may be amended with the written
    ----------------------
consent of the Company and the Company may take any action herein prohibited, or
omit to perform any act herein required to be performed by it, only if the
Company shall have obtained the written consent to such amendment, action or
omission to act, of the Stockholder.  Each holder of any Registrable Securities
at the time or thereafter outstanding shall be bound by any consent authorized
by this Section 4, whether or not such Registrable Securities shall have been
marked to indicate such consent.

9.  Nominees for Beneficial Owners.  In the event that any Registrable
    ------------------------------
Securities are held by a nominee for the beneficial owner thereof, the
beneficial owner thereof may, at its election in writing delivered to the
Company, be treated as the holder of such Registrable Securities for purposes of
any request, consent, waiver or other action by any holder or holders of
Registrable Securities pursuant to this Agreement or any determination of any
number or percentage of shares of Registrable Securities held by any holder or
holders of Registrable Securities contemplated by this Agreement.  If the
beneficial owner of any Registrable Securities so elects, the Company may
require assurances reasonably satisfactory to it of such owner's beneficial
ownership of such Securities.

10.  Notices.  All notices, demands and other communications provided for or
     -------
permitted hereunder shall be made in writing and shall be registered or
certified first-class mail, return receipt requested, telex, telegram,
telecopier, reputable courier service or personal delivery to the following
addresses (or at such other address for a party as shall be specified by like
notice):

     (i) if to the Stockholder;

     One North Lexington Avenue
     White Plains, NY 10601
     Attn:  Chief Financial Officer
     Telecopy:  (914 ) 421-7550

     With a copy to:

     One Meadowlands Plaza
     East Rutherford, NJ 070073
     Attn:  General Counsel
     Telecopy:  (201) 531-2803 1

     (ii)  if to the Company, to:

     570 Lexington Avenue
     New York, New York 10022

                                       15
<PAGE>

     Attn:  Michael Liss, President
     Telecopy:  212 421-8860

     All such notices and communications shall be deemed to have been duly
given:  when delivered by hand, if personally delivered; create business day
after being sent by reputable courier service; three business days after being
deposited in the mail, postage prepaid, if mailed; when answered back, if
telexed; and when receipt is acknowledged, if telecopied.

11.  Assignment.  This Agreement shall be binding upon and inure to the benefit
     ----------
of and shall be enforceable by the parties hereto and, with respect to the
Company, its respective successors and assigns and, with respect to the
Stockholder, any holder of any Registrable Securities.

12.  Investment Only.  The Stockholder hereby represents and Warrants to the
     ---------------
Company that it has acquired the Shares or investment only, for its own account
and not for resale or distribution.  The Stockholder further acknowledges that
the Shares are being issued pursuant to and exemption from registration under
the Securities Act and agrees not to sell or otherwise dispose of the Shares in
any transaction which, in the reasonable opinion of the Stockholder's counsel,
would be in violation of the Securities Act.  The Stockholder acknowledges that
a legend appears on the certificates representing the Shares reflecting the
foregoing restriction and the Stockholder hereby consents to the Company's
maintaining "stop transfer" instructions with its transfer agent with respect
thereto.

13.  No Inconsistent Agreements.  The Company will not hereafter enter into any
     --------------------------
agreement with respect to its securities which is inconsistent with the rights
granted to the Stockholder in this Agreement.

14.  Remedies.  In addition to being entitled to exercise all rights granted by
     --------
law. including recovery) of damages, the Stockholder 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, in any action for specific performance, to waive the defense that a
remedy at law would be adequate.

15.  Severability.  If any one or more of the provisions contained herein, or
     ------------
the application thereof in any circumstances, is held invalid, illegal or
unenforceable in any respect for any reason, the validity, legality and
enforceability of any such provision in every other respect and of the remaining
provisions contained herein shall not be in any way impaired thereby, it being
intended and understood that all of the rights and privileges of the Stockholder
shall be enforceable to the fullest extent permitted by law

16.  Entire Agreement.  This 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 and
therein.  This Agreement supersedes all prior agreements and understandings
between the parties with respect to such subject matter.

                                       16
<PAGE>

17.  Descriptive Headings.  This agreement shall be construed and enforced in
     --------------------
accordance with, and the rights of the parties shall be governed by, the laws of
the State of New York applicable to agreements made and to be performed entirely
within such state.

18.  Governing Law.  This agreement shall be construed and enforced in any
     -------------
number of counterparts, each of which shall be deemed an original, but all such
counterparts shall together constitute one and the same instrument.

19.  Counterparts.  This Agreement may be executed in any number of
     ------------
counterparts, each of which shall be deemed an original, but all such
counterparts shall together constitute one and the same
instrument.

                                       17
<PAGE>

     IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
and delivered by their respective officers thereunto duly authorized as of the
date first above written.

                         METROMEDIA, FIBER NETWORK SERVICES, INC.

                         By : /s/ Howard Finkelstein
                             -----------------------
                            Name:
                            Title:

                         FIBERNET TELECOM GROUP, INC.

                         By : /s/ Michael S. Liss
                             --------------------
                            Name:
                            Title:

                         LOCAL FIBER LLC

                         By : /s/ Michael S. Liss
                             --------------------
                            Name:
                            Title:

<PAGE>

                                   SCHEDULE 1

     The Parties acknowledge and agree that all appropriate Shareholder and/or
Board of Director's consents and approvals have been provided and received.

<PAGE>

                                   EXHIBIT F

                           Rental Allocation Schedule

          The Parties shall determine the allocation for rental payable for the
Licensed Fiber based on a valuation of the allocated Common Stock which
valuation shall be determined by the price of the Common Stock for the thirty
(30) day average prior to the Effective Date with appropriate discounts applied
for the block size of and restrictions on the Common Stock pursuant to the
Exchange and Registration Rights Agreement.s

                                       2

<PAGE>

                                    EXHIBIT G

                        BUILDING NETWORK CONNECTION RINGS

                         Section 1: On-Network Building

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------
Number of Licensed Fibers per     Prepaid Charge per Licensed      Prepaid Charge per Licensed
      Lateral Extension          Fiber/ Per Lateral Extension     Fiber/ Per Lateral Extension

                                    (Exclusive of Customer           (Inclusive of Customer
                                   Provided Rack Facilities)        Provided Rack Facilities)
<S>                             <C>                                       <C>
------------------------------------------------------------------------------------------------
            4                             $[****]                            $[****]
------------------------------------------------------------------------------------------------
            6                             $[****]                            $[****]
------------------------------------------------------------------------------------------------
            8                             $[****                             $[****]
------------------------------------------------------------------------------------------------
           10                             $[****]                            $[****]
------------------------------------------------------------------------------------------------
           12                             $[****]                            $[****]
------------------------------------------------------------------------------------------------
           14                             $[****]                            $[****]
------------------------------------------------------------------------------------------------
           16                             $[****]                            $[****]
------------------------------------------------------------------------------------------------
           18                             $[****]                            $[****]
------------------------------------------------------------------------------------------------
           20                             $[****]                            $[****]
------------------------------------------------------------------------------------------------
           22                             $[****]                            $[****]
------------------------------------------------------------------------------------------------
           24                             $[****]                            $[****]
------------------------------------------------------------------------------------------------
</TABLE>

             Section II: Splice Connection to Off-Network Building*

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------
     Number of Licensed Fibers per Splice        Prepaid Charge per Licensed Fiber/ Per Splice
                  Connection                                      Connection
<S>                                             <C>
-----------------------------------------------------------------------------------------------
                     4                                          $[****]
-----------------------------------------------------------------------------------------------
                     6                                          $[****]
-----------------------------------------------------------------------------------------------
                     8                                          $[****]
-----------------------------------------------------------------------------------------------
                     10                                         $[****]
-----------------------------------------------------------------------------------------------
                     12                                         $[****]
-----------------------------------------------------------------------------------------------
                     14                                         $[****]
-----------------------------------------------------------------------------------------------
                     16                                         $[****]
-----------------------------------------------------------------------------------------------
                     18                                         $[****]
-----------------------------------------------------------------------------------------------
                     20                                         $[****]
-----------------------------------------------------------------------------------------------
                     22                                         $[****]
-----------------------------------------------------------------------------------------------
                     24                                         $[****]
-----------------------------------------------------------------------------------------------
</TABLE>

     * Price does not include reimbursement to MFN for it costs of splicing plus
([**]%) plus Applicable Taxes.

                                       3

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