Exhibit 10.10



                                                                 EXECUTION COPY


                          REGISTRATION RIGHTS AGREEMENT


         This Registration Rights Agreement (this "Agreement"), dated April 9,
2002, is by and between PC-EPhone, Inc., a Nevada corporation (the "Company"),
and Process Control (Holdings) Limited, a company organized under the laws of
the Republic of Ireland (the "Holder")

         WHEREAS, the Company, its Subsidiaries and the Holder are party to that
certain Credit Agreement, dated as of the date hereof (the "Credit Agreement"),
whereby the Company is issuing to the Holder that certain Convertible Promissory
Note, dated the date hereof (the "Note"), in the maximum principal amount of
$480,000; and

         WHEREAS, the Note is convertible at the option of the Holder upon or
after and during the continuance of any Event of Default, or after and during
the continuance of a Default pursuant to Section 7.1(c) of the Credit Agreement,
into shares of the Company's common stock, par value $.001 per share (the
"Common Stock"); and

         WHEREAS, the Company has agreed to grant the Holder certain
registration rights in respect of any shares issued or issuable upon conversion
of the Note.

         NOW, THEREFORE, in consideration of the promises contained herein and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:

          1. Definitions: Capitalized terms not otherwise defined herein have
             the meanings given to such terms in the Credit Agreement

          2. Registration Rights.

         2.1. Demand Registrations. Upon or at any time, or from time to
              time, after and during the continuance of any Event of Default, or
              after and during the continuance of a Default pursuant to Section
              7.1(c) of the Credit Agreement, the Company shall, upon the
              written demand of the Holder, use its best efforts to effect the
              registration (a "Demand Registration") under the Securities Act of


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              such number of shares of Common Stock issuable upon conversion of
              the Note ("Registration Shares") then beneficially owned by the
              Holder as shall be indicated in a written demand sent to the
              Company by the Holder; provided that, if a Demand Registration is
              initiated by the Holder, and the Company (or any other stockholder
              of the Company with registration rights) then wishes to offer any
              of its securities in connection with the registration, no such
              securities may be offered by the Company or any other such
              stockholder unless the managing underwriters advise the Company in
              writing that in their opinion the number of securities requested
              to be included in the Demand Registration does not exceed the
              number which can efficiently be sold in the offering. Upon receipt
              of a written demand under this Section 2.1, the Company shall
              expeditiously effect the registration under the Securities Act of
              the Registration Shares and use its best efforts to have such
              registration become and remain effective as provided in Section
              2.8. The Holder shall have the right to select the underwriters
              for a Demand Registration, subject to the approval of such
              selection by the Company (which approval shall not be unreasonably
              withheld).

         2.2. Piggyback Registrations. (a) Upon or at any time, or from
              time to time, after and during the continuance of an Event of
              Default, or after and during the continuance of a Default pursuant
              to Section 7.1(c) of the Credit Agreement, if the Company proposes
              to register any of its equity securities under the Securities Act
              for sale for cash (otherwise than in connection with the
              registration of securities issuable pursuant to an employee stock
              option, stock purchase or similar plan or pursuant to a merger,
              exchange offer or a transaction of the type specified in Rule
              145(a) under the Securities Act), the Company shall give the
              Holder notice of such proposed registration at least 30 days prior
              to the filing of a registration statement. At the written request
              of the Holder delivered to the Company within 20 days after the
              receipt of the notice from the Company, which request shall state
              the number of Registration Shares that the Holder wishes to sell
              or distribute publicly under the registration statement proposed
              to be filed by the Company, the Company shall use its best efforts
              to register under the Securities Act such Registration Shares, and
              to cause such registration (a "Piggyback Registration") to become
              and remain effective as provided in Section 2.8.

                            (b) If a Piggyback Registration relates to an
               underwritten offering by the Company, and the managing
               underwriters thereof advise the Company in writing that in their
               opinion the number of securities requested to be included in the
               registration exceeds the number which can be sold in the
               offering, the Company may exclude from the registration all or
               any Registration Shares that the Holder proposes to sell on a pro
               rata basis by reference to the total number of Registration
               Shares requested to be included by the Holder.



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                            (c) If a Piggyback Registration is an underwritten
               secondary registration on behalf of holders of the Company's
               securities who have exercised demand registration rights and the
               managing underwriters thereof advise the Company in writing that
               in their opinion the number of securities requested to be
               included in the registration exceeds the number which can be sold
               in the offering, the Company shall first include in the
               registration the securities that all holders of Company
               securities propose to sell in proportion to the number of
               securities each proposes to sell. In the event that all
               Registration Shares that the Holder desires to sell are included
               in such offering, and Company then desires to participate in such
               a registration of Securities, the Company shall include in the
               registration only such number of securities the Company proposes
               to sell as the managing underwriter may permit.

          2.3. Indemnification by the Company. In the event of any
               registration of any Registration Shares of the Holder under the
               Securities Act, the Company shall, and hereby does, indemnify and
               hold harmless the Holder, its directors and officers, each other
               Person who participates as an underwriter in the offering or sale
               of such Registration Shares and each other Person, if any, who
               controls such party or any such underwriter within the meaning of
               Section 15 of the Securities Act against any losses, claims,
               damages or liabilities, joint or several, to which such party or
               any such director or officer or underwriter or controlling Person
               may become subject under the Securities Act or otherwise, insofar
               as such losses, claims, damages or liabilities (or actions or
               proceedings, whether commenced or threatened, in respect thereof)
               arise out of or are based upon any untrue statement or alleged
               untrue statement of any material fact contained in any
               registration statement under which the Registration Shares 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, and the
               Company shall reimburse such party and each such director,
               officer, underwriter and controlling Person for any legal or any
               other expenses reasonably incurred by them in connection with
               investigating or defending any such loss, claim, damage,
               liability, action or proceeding; provided, however, 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 arises out of or is based upon an
               untrue statement or alleged untrue statement or omission or


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               alleged omission made in such registration statement, preliminary
               prospectus, final prospectus, summary prospectus, amendment or
               supplement in reliance upon and in conformity with written
               information about such party as a stockholder of the Company
               furnished to the Company through an instrument duly executed by
               such party specifically stating it is for use in the preparation
               thereof. Such indemnity shall remain in full force and effect
               regardless of any investigation made by or on behalf of such
               party or any such director, officer, controlling Person or
               underwriter and shall survive any transfer of the Registration
               Shares.

          2.4. Indemnification by Holder. The Company may require, as a
               condition to including any Registration Shares of the Holder in
               any registration statement filed pursuant to Section 2.1 or 2.2,
               that the Company shall have received an undertaking satisfactory
               to it from the Holder to indemnify and hold harmless (in the same
               manner and to the same extent as set forth in section 2.3) the
               Company, each director of the Company, each officer of the
               Company signing such registration statement, each Person who
               participates as an underwriter in the offering or sale of such
               Registration Shares and each other Person, if any, who controls
               the Company or any such underwriter within the meaning of Section
               15 of the Securities Act with respect to any untrue statement or
               alleged untrue statement in or omission or alleged omission from
               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 about
               the Holder as a stockholder of the Company furnished to the
               Company through an instrument duly executed by the Holder
               specifically stating that it is for use in the preparation of
               such registration statement, preliminary prospectus, final
               prospectus, summary prospectus, amendment or supplement. 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 or controlling Person and shall survive the
               transfer by the seller of the securities of the Company being
               registered.


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          2.5. 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 Section 2.3 or 2.4,
               such indemnified party will, if a claim in respect thereof is to
               be made against an indemnifying party, give notice to the latter
               of the commencement of such action; provided, however, that the
               failure of any indemnified party to give notice as provided
               herein shall not relieve the indemnifying party of its


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               obligations under Section 2.3 or 2.4, 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, unless in such indemnified party's reasonable
               judgment a conflict of interest between such indemnified and
               indemnifying parties may exist or the indemnified party may have
               defenses not available to the indemnifying party in respect of
               such claim, the indemnifying party shall be entitled to
               participate in and to assume the defense thereof, 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 the latter in
               connection with the defense thereof other than reasonable costs
               of investigation. No indemnifying party shall be liable for any
               settlement of any action or proceeding effected without its
               written consent. 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 the claimant or
               plaintiff to such indemnified party of a release from all
               liability in respect to such claim or litigation.

          2.6. Indemnification Payments. The indemnification required by
               Sections 2.3 and 2.4 hereof shall be made by 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.

          2.7. Adjustments Affecting Registration Shares. The Company shall
               not effect or permit to occur any combination, subdivision or
               other recapitalization of any of its securities that would (i)
               materially adversely affect the ability of the Holder to include
               its Registration Shares, or reduce the number of Registration
               Shares that the Holder would otherwise be entitled to include
               pursuant to this Agreement, in any registration of securities of
               the Company contemplated by this Agreement or (ii) materially
               adversely affect the marketability of such Registration Shares
               under any such registration.

          2.8. Registration Covenants of the Company. In the event that any
               Registration Shares are to be registered pursuant to Section 2.1
               or 2.2, the Company covenants and agrees that it shall use its
               best efforts to effect the registration and cooperate in the sale
               of the Registration Shares to be registered and shall as
               expeditiously as possible:


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                            (a) (i) within 60 days prepare and file with the SEC
               a registration statement with respect to the Registration Shares
               (as well as any necessary amendments or supplements thereto) (a
               "Registration Statement") and (ii) use its best efforts to cause
               the Registration Statement to become effective; provided,
               however, that the Company may extend such 60 day period for not
               more than an additional 60 days if (A) such delay would relieve
               the Company of the obligation to include any interim financial
               statements in the Registration Statement or (B) the Company would
               be required to disclose in the Registration Statement any
               material nonpublic information and the Company concludes that the
               disclosure of such information would be inadvisable at that time;

                            (b) prior to the filing described in clause (a),
               furnish to the Holder copies of the Registration Statement and
               any amendments or supplements thereto and any prospectus forming
               a part thereof, which documents shall be subject to the review of
               counsel for the Holder (but not approval of such counsel except
               with respect to any statement in the Registration Statement which
               relates to the Holder);

                            (c) notify the Holder, promptly after the Company
               shall receive notice thereof, of the time when the Registration
               Statement becomes effective or when any amendment or supplement
               or any prospectus forming a part of the Registration Statement
               has been filed;

                            (d) notify the Holder promptly of any request by the
               SEC for the amending or supplementing of the Registration
               Statement or prospectus or for additional information;

                            (e) advise the Holder after the Company shall
               receive notice or otherwise obtain knowledge of the issuance of
               any order by the SEC suspending the effectiveness of the
               Registration Statement or any amendment thereto or of the
               initiation or threatening of any proceeding for that purpose and
               (B) promptly use its best efforts to prevent the issuance of any
               stop order or to obtain its withdrawal promptly if a stop order
               should be issued;

                            (f) prepare and file with the SEC such amendments
               and supplements to the Registration Statement and the prospectus
               forming a part thereof as may be necessary to keep the
               Registration Statement effective for a period of time necessary
               to permit the Holder to dispose of all its Registration Shares
               and (B) comply with the provisions of the Securities Act with
               respect to the disposition of all Registration Shares covered by
               the Registration Statement during such period in accordance with
               the intended methods of disposition by the Holder set forth in
               the Registration Statement;



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                            (g) furnish to the Holder such number of copies of
               the Registration Statement, each amendment and supplement
               thereto, the prospectus included in the Registration Statement
               (including any preliminary prospectus) and such other documents
               as the Holder may reasonably request in order to facilitate the
               disposition of the Registration Shares owned by the Holder;

                            (h) use its best efforts to register or qualify such
               Registration Shares under such other securities or blue sky laws
               of such jurisdictions as determined by the underwriters after
               consultation with the Company and the Holder and do any and all
               other acts and things which may be reasonably necessary or
               advisable to enable the Holder to consummate the disposition in
               such jurisdictions of the Registration Shares;

                            (i) notify the Holder, at any time when a prospectus
               relating thereto is required to be delivered under the Securities
               Act, of the happening of any event as a result of which the
               Registration Statement would contain an untrue statement of a
               material fact or omit to state any material fact required to be
               stated therein or necessary to make the statements therein not
               misleading, and, at the request of the Holder, prepare a
               supplement or amendment to the Registration Statement so that the
               Registration Statement shall not, to the Company's knowledge,
               contain an untrue statement of a material fact or omit to state
               any material fact required to be stated therein or necessary to
               make the statements therein not misleading;

                            (j) if the Registration Shares are securities of a
               class then listed on a securities exchange, NASDAQ or quoted on
               the OTC Bulletin Board, cause the Registration Shares to be so
               listed or quoted; and if the Registration Shares are securities
               of a class not then listed on a securities exchange or NASDAQ or
               quoted on the OTC Bulletin Board, use its best efforts to
               facilitate the listing of the Registration Shares on a securities
               exchange or NASDAQ or the quotation of the Registration Shares on
               the OTC Bulletin Board;

                            (k) provide a transfer agent and registrar, which
               may be a single entity, for all the Registration Shares not later
               than the effective date of the Registration Statement;

                            (l) enter into such customary agreements (including
               an underwriting agreement in customary form) and take all such
               other action, if any, as the Holder or the underwriters shall
               reasonably request in order to expedite or facilitate the
               disposition of the Registration Shares;



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                            (m) make available for inspection by the Holder, any
               underwriter participating in any disposition pursuant to the
               Registration Statement and any attorney, accountant or other
               agent retained by the Holder or any such underwriter all
               financial and other records, pertinent corporate documents and
               properties of the Company reasonably requested by the Holder and
               such Persons and (B) cause the Company's officers, directors and
               employees to supply all information reasonably requested by the
               Holder or any such underwriter, attorney, accountant or agent in
               connection with the Registration Statement;

                            (n) use its best efforts to cause the Registration
               Shares covered by the Registration Statement to be registered
               with or approved by such other Governmental Authorities as may be
               necessary to enable the Holder to consummate the disposition of
               such Registration Shares; and

                            (o) obtain a comfort letter or letters from the
               Company's independent public accountants in customary form and
               covering such matters of the type customarily covered by comfort
               letters as the Holder may reasonably request.

          2.9. Expenses. The Company shall pay, on behalf of the Holder,
               all the expenses in connection with any Demand Registration or
               Piggyback Registration, including all registration, filing and
               regulatory review fees, all fees and expenses of complying with
               securities or blue sky laws, all listing fees, all word
               processing, duplicating and printing expenses, all messenger and
               delivery expenses, the fees and disbursements of counsel for the
               Company and of its independent public accountants (including the
               expenses of comfort letters required by or incident to such
               performance and compliance), the reasonable fees and
               disbursements of any counsel retained by the Holder, any fees and
               disbursements of underwriters customarily paid by issuers or
               sellers of securities, but excluding any underwriting discounts
               and commissions and transfer taxes, if any. In any registration,
               the Holder shall pay for its own underwriting discounts and
               commissions and transfer taxes.

         2.10. Assignment of Registration Rights. The rights of the Holder
               under this Agreement shall be transferable to anyone to whom the
               Holder transfers the Note or any Registration Shares (other than
               in a sale exempt from registration under the Securities Act by
               reason of Rule 144 under the Securities Act or a Demand
               Registration or a Piggyback Registration).



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         2.11. No Preferential Registration. Notwithstanding any other
               provision of this Agreement, if the Company grants registration
               rights with respect to equity securities to any other Person on
               terms that the Holder reasonably considers preferential to the
               terms of this Section 2, the Holder shall be entitled to
               registration rights with such preferential terms.

          3. General.

         3.1. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND
               CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE
               STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW
               PRINCIPLES THEREOF).

          3.2. Interpretation. If any term or provision of this Agreement
               shall be held invalid, illegal or unenforceable, the validity of
               all other terms and provisions hereof shall in no way be affected
               thereby.

          3.3. Amendments, Waivers and Consent. None of the terms or
               provisions of this Agreement may be waived, altered, modified or
               amended orally, but only by an agreement in writing signed by the
               Company or any successor or assign of the Company and the Holder
               or any successor or assign. No failure to exercise, nor any delay
               in exercising, on the part of the Holder, any right, power or
               privilege hereunder shall operate as a waiver thereof. No single
               or partial exercise of any right, power or privilege hereunder
               shall preclude any other or further exercise thereof or the
               exercise of any other right, power or privilege. A waiver by the
               Holder of any right or remedy hereunder on any one occasion shall
               not be construed as a bar to any right or remedy which the Holder
               would otherwise have on any future occasion. The rights and
               remedies herein provided are cumulative and are not exclusive of
               any rights or remedies provided by law.

          3.4. Successors and Assigns; Transferability. This Agreement
               shall be binding upon the Company and its successor and assigns
               and shall inure to the benefit of the Holder and its successors
               and assigns (which shall include transferees), except that the
               Company may not assign or otherwise transfer any of its rights or
               obligations under this Agreement.



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          3.5. Notices. All notices, requests, consents and demands shall
               be made in the manner and to the addresses specified in the
               Credit Agreement.

          3.6. Non-Business Days. If any date that may at any time be
               specified in this Agreement as a date for the taking of any
               action under this Agreement shall fall on a day that is not a
               Business Day, then the date for the taking of that action shall
               be the next subsequent Business Day.

          3.7. Survival. The provisions of this Agreement shall continue in
               full force and effect until all Registration Shares have been
               sold by the Holder (or its successors and assigns) in a sale
               exempt from registration under the Securities Act by reason of
               Rule 144 under the Securities Act or a Demand Registration or a
               Piggyback Registration.

          3.8. Waiver of Jury Trial; Consent to Jurisdiction, etc. IN THE
               EVENT OF ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS
               AGREEMENT, THE COMPANY WAIVES (TO THE EXTENT PERMITTED BY LAW)
               THE RIGHT TO A TRIAL BY JURY, ALL RIGHTS OF SETOFF AND RIGHTS TO
               INTERPOSE COUNTERCLAIMS AND CROSS-CLAIMS (UNLESS SUCH SETOFF,
               COUNTERCLAIM OR CROSS-CLAIM COULD NOT, BY REASON OF ANY
               APPLICABLE FEDERAL OR STATE PROCEDURAL LAWS, BE INTERPOSED,
               PLEADED OR ALLEGED IN ANY OTHER ACTION) AND THE DEFENSES OF FORUM
               NON CONVENIENS OR IMPROPER VENUE. The Company hereby irrevocably
               consents to the non-exclusive jurisdiction of the courts of the
               State of New York and of any Federal court located in the City of
               New York in connection with any legal action or proceeding
               arising out of or relating to this Agreement. If any term or
               provision of this Agreement shall be held invalid, illegal or
               unenforceable, the validity of all other terms and provisions
               herein shall in no way be affected thereby.

          3.9. Counterparts. This Agreement may be executed in two or more
               counterparts, each of which shall be deemed to be an original and
               all of which together shall constitute but one agreement.




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     IN WITNESS WHEREOF, the undersigned have executed and delivered this
          Agreement as of the date first above written.




                                            PC-EPHONE, INC.



                                            By: /s/ David Meltzer
                                               -------------------------
                                               Name: David Meltzer
                                               Title: CEO, President, Director







                                          PROCESS CONTROL (HOLDINGS) LIMITED


                                          By:/s/ Brian Flynn
                                             ---------------------------
                                             Name: Brian Flynn
                                             Title: Director