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                                                                   Exhibit 10.70

                          REGISTRATION RIGHTS AGREEMENT

      REGISTRATION RIGHTS AGREEMENT, dated as of the 14th day of March 2000,
between Mail.com, Inc., a Delaware corporation (the "Company"), and the holders
of Class A Common Stock (as defined herein) named in Schedule A hereto (the
"Holders"). The Company and the Holders are collectively referred to as the
"Parties."

      WHEREAS, concurrently with the execution and delivery hereof, the Company
has issued shares (the "Shares") of its Class A Common Stock (as defined herein)
to the Holders pursuant to an Agreement and Plan of Merger by and among the
Company, Asia.com, Inc., eLong.com, Inc and the stockholders of eLong.com
(including the Holders) dated as of the date hereof; and

      WHEREAS, in order to induce the Holders to take delivery of the Shares,
the Holders and the Company agree that this Agreement shall govern the rights of
the Holders and the Company with respect to the subject matter set forth herein
and in connection with the terms and provisions as set forth herein;

      NOW, THEREFORE, in consideration of the promises and mutual agreements
hereinafter contained, the Parties do hereby agree as follows:

                                    ARTICLE I

                              DEFINITIONS AND TERMS

      Section 1.1 Definitions. The following terms, as used herein, shall have
the following meanings:

      "Act" means the Securities Act of 1933, as amended.

      "Affiliate" means, with respect to any Person, any Person directly or
indirectly controlling, controlled by, or under common control with such Person.

      "Agreement" means this Agreement, as the same may be amended or
supplemented from time to time in accordance with the terms hereof.

      "Class A Common Stock" means the shares of Class A Common Stock, par value
$.01 per share, that the Company is authorized to issue by way of the Company's
Amended and Restated Certificate of Incorporation, and amendments thereto.

      "Company Stock" means any shares of any class of authorized capital stock
in the Company.

      "Demand Registration" has the meaning set forth in Section 2.1.1. of this
Agreement.

      "Holder" has the meaning set forth in the preface above.


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      "Indemnified Party" and "Indemnifying Party" has the meaning set forth in
Section 2.6. of this Agreement.

      "Party" has the meaning set forth in the preface above.

      "Person" means an individual, a partnership, a limited liability company,
a corporation, an association, a joint stock company, a trust, a joint venture,
an unincorporated organization or a governmental entity (or any department,
agency or political subdivision thereof).

      "Registrable Securities" means (i) the Shares, (ii) any Class A Common
Stock of the Company issued as (or issuable upon the conversion or exercise of
any warrant, right or other security that is issued as) a dividend or other
distribution with respect to, or in exchange for or in replacement of the
securities referenced in clauses (i) and (ii), and (iii) any other shares of
capital stock of the Company into or for which the securities referenced in
clauses (i) and (ii) may be converted into or exchanged pursuant to a
recapitalization or reclassification of the Company's capital stock; provided,
however, that Registrable Securities shall not include any shares of stock that
(x) have been registered pursuant to the Securities Act, (y) are eligible for
public resale under Rule 144 under the Securities Act or (z) are otherwise
exempt from registration under the Securities Act.

      "SEC" means the Securities and Exchange Commission.

      Section 1.2 Other Terms. Other terms may be defined elsewhere in the text
of this Agreement and, unless otherwise indicated, shall have such meaning
throughout this Agreement.

      Section 1.3 Other Definitional Provisions. The words "herein," "hereof,"
"hereto" and "hereunder" and words of similar import, when used in this
Agreement, shall refer to this Agreement as a whole and not to any particular
provision of this Agreement. The terms defined in the singular shall have a
comparable meaning when used in the plural, and vice versa, and in such gender,
as the sense and circumstances require.

                                   ARTICLE II

                               REGISTRATION RIGHTS

      The Company and the Investor covenant and agree as follows:

      Section 2.1 Registration

            2.1.1. Form S-3 Demand Registration. If at any time on or after July
1, 2000, the Holders of a majority of the Registrable Securities then
outstanding request that the Company effect a Form S-3 registration under the
Act of all or a portion of the Registrable Securities representing in the
aggregate at the time of the request at least fifty 50% of the Shares originally
issued, the Company shall, within fifteen (15) days after the Company has
received such written notice, promptly commence, and thereafter use reasonable
commercial efforts to consummate the Form S-3 registration of the Registrable
Securities under the Act, or such portion thereof, and of all other stock or
securities which the Company has been requested to register by any other holder
of the Company's securities that is entitled to include securities in such
registration (the


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"Demand Registration"); provided, however, (1) the Company may delay the filing
of a registration statement under the Act as required by this Section 2.1.1. for
a period of up to sixty (60) days after the request of the Holders if the Board
of Directors of the Company determines in good faith that such Demand
Registration would be materially adverse to the interests of the Company;
provided, however, that the Company may not exercise this right more than twice
in any twelve (12) month period and (2) in no event shall the Company be
required to file (a) such registration statement prior to January 1, 2001 or (b)
more than one registration statement under this Agreement.

            2.1.2. Limitation on Sales by Holders. Each Holder agrees (and the
registration statement shall state) that all sales of Registrable Securities by
any Holder pursuant to the Demand Registration shall be made solely through
unsolicited "brokers' transactions" within the meaning of Section 4(4) of the
Act and the number of Registrable Securities sold thereby in any ninety (90) day
period shall not exceed the greater of (x) the number of Registrable Securities
that such Holder is permitted to sell during such period pursuant to Rule 144
under the Act and (y) 10% of the Registrable Securities then held by such
Holder.

      Section 2.2 Obligations of the Company. Where required under Section 2.1.
to use its commercially reasonable efforts to effect the registration of any of
the Registrable Securities, the Company shall, as expeditiously as reasonably
possible,

            2.2.1. Prepare and file with the SEC a registration statement with
respect to such Registrable Securities and use its commercially reasonable
efforts to cause such registration statement to become effective and, upon the
request of the Holders of a majority of the Registrable Securities then
outstanding, keep such registration statement effective until the time when all
Registrable Securities are eligible for sale pursuant to Rule 144(k) under the
Securities Act;

            2.2.2. Prepare and file with the SEC such amendments and supplements
to such registration statement and the prospectus used in connection therewith
as may be necessary to comply with the provisions of the Act with respect to the
disposition of all securities covered by such registration;

            2.2.3. Furnish to the Holders such numbers of copies of such
registration statement and prospectus, including any preliminary prospectus, in
conformity with the requirements of the Act, and such other documents as the
Investor may reasonably request in order to facilitate the disposition of the
Registrable Securities;

            2.2.4. Use its commercially reasonable efforts to register and
qualify the securities covered by such registration statement under such other
securities or blue sky laws of such jurisdictions as shall be reasonably
appropriate for the distribution of the securities covered by the registration
statement; and

            2.2.5. Otherwise comply with all applicable rules and regulations of
the SEC.

      Section 2.3 Furnish Information. It shall be a condition precedent to the
obligations of the Company to take any action pursuant to Section 2 that the
Holders shall furnish to the Company such information regarding such Holders,
the Registrable Securities held by such


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participating Holders and the intended method of disposition thereof as the
Company or its appointed agents shall reasonably request and as shall be
required in connection with the action to be taken by the Company.

      Section 2.4 Registration Expenses. In the case of any registration
effected pursuant to Section 2, the Company shall bear all registration and
qualification fees and expenses, and all costs and disbursements of counsel for
the Company; provided, however, that (A) the Holders shall bear the fees and
costs of its own counsel and all brokers' discounts and commissions with respect
to the Registrable Securities sold by such Person and (B) the Company shall not
be required to pay for any expenses of any Demand Registration begun if the
registration request is subsequently withdrawn at the request of the Holder (in
which case the Holder shall bear such expenses).

      Section 2.5 Use of Prospectus. Each Holder agrees that if the Company
notifies the Holder of the happening of any event as a result of which the
prospectus included in such registration statement contains an untrue statement
of a material fact or omits any fact necessary to make the statements therein
not misleading, the Holder will discontinue immediately its disposition of
securities pursuant to the registration statement until the Holder receives
copies of an amended or supplemented prospectus, and if so directed by the
Company, will deliver to the Company all copies then in Holder's possession of
the prospectus relating to such Registrable Securities current at the time of
receipt of such notice.

      Section 2.6 Indemnification. If any Registrable Securities are included in
a registration statement pursuant to this Section 2, then,

            2.6.1. To the extent permitted by law, the Company shall indemnify
and hold harmless the Holders, agents for the Holders, and each Person, if any,
who controls such Person within the meaning of the Act, against any losses,
claims, damages or liabilities, joint or several, to which they may become
subject under the Act or otherwise, insofar as such losses, claims, damages or
liabilities arise out of any untrue statement or alleged untrue statement of
material fact contained in such registration statement, including any
preliminary prospectus or final prospectus contained in the registration
statement, or any amendments or supplements to the registration statement, or
arise out of or are based upon the omission or alleged omission to state therein
a material fact required to be stated therein, or necessary to make the
statements therein not misleading, and will reimburse the Holders, the agents
for the Holders, or controlling Person for any legal or other expenses
reasonably incurred by them in connection with investigating or defending any
such loss, claim, damage, liability or action; provided, however, that the
Company shall not be liable in any such case to the extent that any such loss,
claim, damage or liability arises out of or is based upon any untrue statement
or omission based upon and in conformity with information furnished to the
Company by any Holder.

            2.6.2. To the extent permitted by law, each Holder shall indemnify
and hold harmless the Company, each of its directors and each of its officers
who have signed such registration statement against any losses, claims, damages
or liabilities to which the Company or any such director or officer may become
subject, under the Act or otherwise, insofar as such losses, claims, damages or
liabilities arise out of or are based upon any untrue or alleged untrue


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statement of any material fact contained in such registration statement,
including any preliminary prospectus or final prospectus contained in the
registration statement or any amendments or supplements to the registration
statement, or arise out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statement therein not misleading, in each case to the extent, but only to
the extent, that such untrue statement or alleged untrue statement or omission
or alleged omission was made in such registration statement, preliminary
prospectus, or amendments or supplement thereto, in reliance upon and in
conformity with information furnished by the Holder, and the Holder will
reimburse any legal or other expenses reasonably incurred by the Company or any
such director, officer or controlling Person in connection with investigating or
defending any such loss, claim, damage, liability or action; provided, that the
Holder's liability under this Section 2.6.2. shall not exceed the amount of the
gross proceeds of the offering of the Holder's Registrable Securities included
therein.

            2.6.3. Each party entitled to indemnification (the "Indemnified
Party") shall give notice to the party required to provide indemnification
("Indemnifying Party") promptly after such Indemnified Party has knowledge of
any claim as to which indemnity may be sought, and shall permit the Indemnifying
Party (at its expense) to assume the defense of any such claim or any litigation
resulting therefrom; provided, however, that counsel for the Indemnifying Party,
who shall conduct the defense of such claim or litigation, shall be reasonably
satisfactory to the Indemnified Party, and the Indemnified Party may participate
in such defense at such party's expense; provided, further, that the failure by
any Indemnified Party to give notice as provided herein shall not relieve the
Indemnifying Party of its obligations under this Section 2.6., except to the
extent that the failure results in an omission of actual notice to the
Indemnifying Party and such Indemnifying Party is damaged as a result of the
failure to give notice; provided, further, that a refusal to permit the
Indemnifying Party to conduct such defenses by such counsel shall relieve such
Indemnifying Party of its obligations under this Section 2.6. No Indemnifying
Party, in the defense of any such claim or litigation, shall, except with the
consent of each Indemnified Party, consent to the entry of any judgment or enter
into any settlement that does not include as an unconditional term the giving by
the claimant or plaintiff to such Indemnified Party of a release from all
liability with respect to such claim or litigation.

      Section 2.7 Reports Under the Securities Exchange Act of 1934. With a view
toward making available to the Holders the benefits of SEC Rule 144 promulgated
under the Act and any other rule or regulation of the SEC that may at any time
permit the Holders to sell their Registrable Securities to the public without
registration or pursuant to a registration on Form S-3, the Company agrees to:

                  (i) make and keep public information available, as those terms
      are understood and defined in SEC Rule 144, at all times until the
      Registrable Securities may be transferred without registration or
      restriction under the Act;

                  (ii) subject to the other provisions set forth herein, take
      such action as is necessary to enable the holders of Registrable
      Securities to utilize Form S-3 for the sale of their shares;


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                  (iii) file with the SEC in a timely manner all reports and
      other documents required of the Company under the Act and the Securities
      Exchange Act of 1934; and

                  (iv) furnish to any holder of the Registrable Securities, so
      long as the holder of the Registrable Shares owns any shares, forthwith
      upon request (i) a written statement by the Company as to its compliance
      with the reporting requirements of Rule 144, the Act and the Securities
      Exchange Act of 1934, (ii) a copy of the most recent annual or quarterly
      report of the Company and such other reports and documents so filed by the
      Company (which shall be deemed to be so provided when filed on the SEC's
      EDGAR web site), and (iii) such other information as may be reasonably
      requested in availing any holder of Registrable Securities of any rule or
      regulation of the SEC which permits the selling of any such shares without
      registration or pursuant to such form.

      Section 2.8 Transfer of Registration Rights. The registration rights of
the Investor under this Section 2 may be assigned and transferred (i) by each
Holder to any Affiliate of the Holder to whom any of the Shares owned by the
Holder are transferred, and (ii) by the Holder to any transferee who acquires a
majority of the Registrable Securities (adjusted to reflect subsequent stock
splits, combinations, stock dividends and recapitalizations initially issued to
such Holder); provided, however, that the Company is given written notice by the
Holder at the time of such assignment and transfer stating the name and address
of the transferee and identifying the securities with respect to which the
rights under this Section 2 are being assigned and transferred. For the purposes
of this Section 2.8, a change in control of an Affiliate of the Holder holding
shares entitling such Affiliate to the registration rights hereunder, such that
such Affiliate is subsequent to such change of control no longer an Affiliate of
the Holder, shall be deemed an attempted transfer of the registration rights
hereunder and such former Affiliate of the Holder shall not be entitled to such
registration rights except to the extent such transfer would be permitted under
clause (ii) above.

                                   ARTICLE III

                                  MISCELLANEOUS

      Section 3.1 Successors and Assigns. Except as otherwise provided herein,
the terms and conditions of this Agreement shall inure to the benefit of and be
binding upon the respective successors and assigns of the Parties (including
permitted transferees of any shares of Registrable Securities). Nothing in this
Agreement is intended to confer upon any party other than the parties hereto or
their respective successors and assigns any rights, remedies, obligations or
liability under or by reason of this Agreement, except as expressly provided in
this Agreement.

      Section 3.2 Notices. All notices and other communications under this
Agreement shall (a) be in writing (which shall include communications by
telecopy), (b) be (i) sent by registered or certified mail, postage prepaid,
return receipt requested, (ii) sent by telecopier, or (iii) delivered by hand,
(c) be given at the following respective addresses and telecopier numbers and to
the attention of the following persons:

            (i)   If to the Company, to it at:


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                  Mail.com, Inc.
                  11 Broadway, Suite 660
                  New York, NY 10004
                  Attention: Gerald Gorman, Chairman and Chief Executive Officer

                  Telephone No.: (212) 425-3477
                  Telecopier No.: (212) 425-3487

                  with a copy at the same address to:

                  David W. Ambrosia, Esq.

                  and to:

                  Winthrop, Stimson, Putnam & Roberts
                  One Battery Park Plaza
                  New York, NY 10004
                  Attention:  Ronald A. Fleming, Jr.

                  Telephone No.: (212) 858-1143
                  Telecopier No.: (212) 858-1500

            (ii)  If to the Holders, to it at:

                  Peter Lerner
                  The Kaufmann Fund
                  140 East 45th Street, 43rd Floor
                  New York, New York 10017

                  Telephone No.:  212-922-2999
                  Telecopier No.:  212-661-0501

                  with a copy to:

                  Nordlicht & Hand
                  645 Fifth Avenue
                  New York, New York 10022
                  Attention:  Brian M. Hand, Esq.

                  Telephone No.:  212-421-6500
                  Telecopier No.:  212-421-0499

or at such other address or telecopier number or to the attention of such other
person as the party to whom such information pertains may hereafter specify for
the purpose in a notice to the other, and (d) be effective or deemed delivered
or furnished (i) if given by mail, on the fifth business


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day after such communication is deposited in the mail, addressed as above
provided, (ii) if given by telecopier, when such communication is transmitted to
the appropriate number determined as above provided in this Section 3.2 and the
appropriate answer back is received or receipt is otherwise acknowledged, and
(iii) if given by hand delivery, when left at the address of the addressee
addressed as above provided. The foregoing addresses may be changed by notices
given in the manner set forth in this section.

      Section 3.3 Governing Law; Forum and Consent to Jurisdiction.

      (a) Governing Law. This Agreement shall be construed and enforced in
accordance with, and governed by, the laws of the State of New York without
giving effect to the principles of the conflict of laws thereof.

      (b) Forum and Consent to Jurisdiction. Each party hereto submits to the
nonexclusive jurisdiction of the courts of the State of New York and the federal
courts of the United States of America located in such state solely in respect
of the interpretation and enforcement of the provisions of this Agreement, and
the other instruments, agreements and documents to be delivered pursuant hereto,
and hereby waives, and agrees not to assert, as a defense in any action, suit or
proceeding for the interpretation or enforcement of this Agreement or any of
such instruments, agreements and documents, that it is not subject thereto or
that such action, suit or proceeding may not be brought or is not maintainable
in said courts or that this Agreement or any of such other instruments,
agreements and documents may not be enforced in or by said courts or that its
property is exempt or immune from execution, that the suit, action or proceeding
is brought in an inconvenient forum, or that the venue of the suit, action or
proceeding is improper.

      Section 3.4 Waivers; Amendments. The waiver by the undersigned of any of
the provisions of this Agreement shall not operate or be construed as a waiver
of any subsequent breach. This Agreement may be amended, and any provision of
this Agreement may be waived, only by a written amendment executed by (i) the
Company and (ii) in the case of any amendment affecting the rights or
obligations of the Holder, Holders of a majority of the Registrable Securities
then outstanding.

      Section 3.5 Headings. The section headings contained in this Agreement are
for reference purposes only and shall not affect the construction and
interpretation of this Agreement

      Section 3.6 Severability. The invalidity of all or any part of any section
of this Agreement shall not render invalid the remainder of such section. If any
provision of this Agreement is so broad as to be unenforceable, such provision
shall be interpreted to be only so broad as is enforceable.

      Section 3.7 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which shall
constitute one and the same instrument. This Agreement may contain more than one
counterpart of the signature page and may be executed by the affixing of the
signatures of each of the Parties to one of these counterpart signature pages.
All of the counterpart signature pages shall be read as though one, and they
shall have the same force and effect as though all of the signers had signed a
single signature page.


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      Section 3.8 Aggregation of Stock. All shares of Registrable Securities
held or acquired by affiliated entities or persons shall be aggregated together
for the purpose of determining the availability of any rights under this
Agreement.

      Section 3.9 Construction. The Parties have participated jointly in the
negotiation and drafting of this Agreement. In the event an ambiguity or
question of intent or interpretation arises, this Agreement shall be construed
as if drafted jointly by the Parties and no presumption or burden of proof shall
arise favoring or disfavoring any Party by virtue of the authorship of any of
the provisions of this Agreement.

      Section 3.10 Entire Agreement. This Agreement contains the entire
agreement of the Parties. The Parties are not bound by any oral statements that
are made outside of this Agreement.


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      WHEREAS, the Parties have executed this Registration Rights Agreement as
of the date first above written:


                                 MAIL.COM, INC.


                                 By: /s/ Gary Millin
                                    ------------------------------------------
                                 Name:  Gary Millin
                                 Title:  President

                                 STOCKHOLDERS


                                    /s/ Lawrence Auriana
                                    ------------------------------------------
                                    Lawrence Auriana


                                    /s/ Peter Lerner and Susan Lerner
                                    ------------------------------------------
                                    Peter Lerner and Susan Lerner - JTWROS


                                    /s/ Peter Lerner a/c/f Benjamin Lerner
                                    ------------------------------------------
                                    Peter Lerner a/c/f Benjamin Lerner


                                    /s/ Hans Utsch
                                    ------------------------------------------
                                    Hans Utsch


                                    /s/ Ira S. Nordlicht
                                    ------------------------------------------
                                    Ira S. Nordlicht


                                    /s/ Henry R. Silverman
                                    ------------------------------------------
                                    Henry R. Silverman


                                    /s/ Oscar Gruss & Son Incorporated
                                    ------------------------------------------
                                    Oscar Gruss & Son Incorporated


                                    /s/ Charles C. Baker
                                    ------------------------------------------
                                    Charles C. Baker


                                    /s/ John H. Liebee
                                    ------------------------------------------
                                    John H. Liebee


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                                   Schedule A

                         Holders of Class A Common Stock
                         -------------------------------

Lawrence Auriana

Peter Lerner and Susan Lerner - JTWROS

Peter Lerner a/c/f Benjamin Lerner

Hans Utsch

Ira S. Nordlicht

Henry R. Silverman

Oscar Gruss & Son Incorporated

Charles C. Baker

John H. Liebee



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