EXHIBIT 4.14




                          AMENDED AND RESTATED WARRANT
                          REGISTRATION RIGHTS AGREEMENT

                           Dated as of March 30, 2000

                                     Between

                        PATHNET TELECOMMUNICATIONS, INC.,
                                       and
                        SPECTRUM EQUITY INVESTORS, L.P.,
               NEW ENTERPRISE ASSOCIATES VI, LIMITED PARTNERSHIP,
                      ONSET ENTERPRISE ASSOCIATES II, L.P.,
                     FBR TECHNOLOGY VENTURE PARTNERS, L.P.,
                      TORONTO DOMINION CAPITAL (USA) INC.,
                          GROTECH PARTNERS IV, L.P. and
                                RICHARD A. JALKUT





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                                TABLE OF CONTENTS

                                                                                                               PAGE
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Section 1.        Definitions.....................................................................................1

Section 2.        Registration Rights.............................................................................6
          2.1     (a)    Demand Registration......................................................................6
                  (b)    Effective Registration...................................................................7
                  (c)    Selection of Underwriter.................................................................7
                  (d)    Expenses.................................................................................8
          2.2     (a)    Piggy-Back Registration..................................................................8
                  (b)    Priority in Piggy-Back Registration......................................................9
          2.3     Limitations, Conditions and Qualifications to Obligations Under
                  Registration Covenants..........................................................................9
          2.4     Restrictions on Sale by the Company and Others.................................................10
          2.5     Rule 144 and Rule 144A.........................................................................11
          2.6     Underwritten Registration......................................................................11

Section 3.        Transfers......................................................................................12
          3.1     Generally......................................................................................12
          3.2     Tag-Along Rights...............................................................................12
          3.3     Drag-Along Rights..............................................................................14

Section 4.        Registration Procedures........................................................................14

Section 5.        Indemnification and Contribution...............................................................20

Section 6.        Miscellaneous..................................................................................23
          (a)     Remedies.......................................................................................23
          (b)     No Inconsistent Agreements.....................................................................24
          (c)     No Piggy-Back on Demand Registrations..........................................................24
          (d)     Amendments and Waivers.........................................................................24
          (e)     Notices........................................................................................24
          (f)     Successors and Assigns.........................................................................24
          (g)     Counterparts...................................................................................25
          (h)     GOVERNING LAW..................................................................................25
          (i)     Severability...................................................................................25
          (j)     Headings.......................................................................................25
          (k)     Entire Agreement...............................................................................25
          (l)     Securities Held by the Company or Its Affiliates...............................................25


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                          AMENDED AND RESTATED WARRANT
                          REGISTRATION RIGHTS AGREEMENT



                  This  AMENDED  AND  RESTATED   WARRANT   REGISTRATION   RIGHTS
AGREEMENT  (this  "AGREEMENT")  is made and entered  into as of March 30,  2000,
between   PATHNET   TELECOMMUNICATIONS,   INC.  (the   "COMPANY"),   a  Delaware
corporation,  and SPECTRUM EQUITY INVESTORS, L.P., NEW ENTERPRISE ASSOCIATES VI,
LIMITED  PARTNERSHIP,  ONSET  ENTERPRISE  ASSOCIATES  II, L.P.,  FBR  TECHNOLOGY
VENTURE PARTNERS,  L.P.,  TORONTO DOMINION CAPITAL (USA) INC.,  GROTECH PARTNERS
IV, L.P., and RICHARD A. JALKUT (the "PERMITTED HOLDERS").


                  The  predecessor  to this  Agreement was  originally  executed
pursuant to the Purchase Agreement dated as of April 8, 1998, among Pathnet, Inc
("PATHNET")  and the Initial  Purchasers,  with respect to the issue and sale by
Pathnet and the purchase by the Initial Purchasers, severally, of the respective
number of Pathnet's  Units,  each Unit consisting of $1,000  principal amount of
the Company's  12.25% Senior Notes due 2008 (the "Notes") and one warrant (each,
a "PATHNET  WARRANT"),  each initially  entitling the holder thereof to purchase
1.1 shares of common  stock,  par value $0.01 per share,  of Pathnet,  set forth
opposite such Initial  Purchaser's name on Schedule I to the Purchase Agreement.
This Agreement,  which amends and restates the original agreement,  reflects the
substitution  of the Company as a party to this Agreement in lieu of Pathnet and
the conversion of each Pathnet Warrant into a warrant (each, a "WARRANT") which,
as of the date hereof,  entitles the holder  thereof to purchase  3.19 shares of
common stock, par value $0.01 per share, of the Company ("COMMON STOCK").

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

                  Section 1.  DEFINITIONS. As used in this Agreement, the
                              -----------
following defined terms shall have the following meanings:

                  "ADVICE"  shall  have the  meaning  ascribed  to such  term in
Section 4 hereof.

                  "AFFILIATE"  shall have the  meaning  ascribed to such term in
the Indenture.

                  "AGREEMENT"  shall have the  meaning  ascribed to such term in
the preamble hereto.

                  "BUSINESS DAY" shall mean a day that is not a Legal Holiday.

                  "CAPITAL  STOCK" shall mean,  with respect to any Person,  any
and all shares, interests, partnership interests,  participations,  rights in or
other equivalents (however designated and whether voting or non-voting) of, such
Person's capital stock,  and any rights (other than debt securities  convertible
into capital stock),  warrants or options  exchangeable  for or convertible into
such capital stock whether outstanding on the Issue Date or thereafter issued.

                  "CHANGE OF CONTROL"  shall have the  meaning  ascribed to such
term in the Indenture.

                  "COMPANY" shall have the meaning  ascribed to such term in the
preamble  of this  Agreement  and shall also  include  the  Company's  permitted
successors and assigns.

                  "COMMON STOCK" shall have the meaning ascribed to such term in
the preamble of this  Agreement  and any other class or series of common  equity
equivalent   shares  of  the  Company  into  which  such  Common  Stock  may  be
reclassified and sold to the public in an Initial Public Equity Offering.

                  "CONVERTIBLE  PREFERRED STOCK" shall mean the Series Preferred
Stock (as  defined in the  Indenture)  of the  Company  and any other  series of
preferred  stock  convertible  or  exchangeable   into  Common  Stock,   whether
outstanding on the date hereof or thereafter issued.

                  "CURRENT MARKET VALUE" shall have the meaning ascribed to such
term in the Warrant Agreement.

                  "DEMAND  REGISTRATION" shall have the meaning ascribed to such
term in Section 2.1(a) hereof.

                  "DRAG-ALONG  RIGHT"  shall have the  meaning  ascribed to such
term in Section 3.3 hereof.

                  "DTC" shall have the meaning  ascribed to such term in Section
4(i) hereof.

                  "EFFECTIVENESS PERIOD" shall have the meaning ascribed to such
term in Section 2.1(a) hereof.

                  "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934,
as amended from time to time.

                  "FAIR MARKET VALUE" shall mean the value of any  securities as
determined  (without  any  discount  for lack of  liquidity,  the amount of such
securities  proposed  to be sold or the fact  that such  securities  held by any
Holder of such security may represent a minority  interest in a private company)
by a nationally or regionally  recognized  independent financial expert selected
by the Company for the determination of such value.

                  "HOLDER"  shall  mean  each  holder of any  Warrants,  Warrant
Shares or  Registrable  Securities,  and each of their  successors,  assigns and
direct and indirect  transferees who become  registered owners of such Warrants,
Warrant Shares or Registrable Securities for so long as such Person continues to
hold such Warrants, Warrant Shares or Registrable Securities.

                  "INCLUDED  SECURITIES" shall have the meaning ascribed to such
term in Section 2.1(a) hereof.

                  "INDENTURE"  shall  mean the  Indenture,  dated as of April 8,
2000 between  Pathnet and The Bank of New York,  Trustee,  pursuant to which the
Notes were issued,  as amended as of March 30, 2000,  and as further  amended or
supplemented from time to time in accordance with the terms thereof.

                  "INDEPENDENT   FINANCIAL  EXPERT  "  shall  have  the  meaning
ascribed to such term in the Indenture.

                  "INITIAL  PUBLIC EQUITY  OFFERING" shall mean a primary public
offering  (whether or not  underwritten,  but excluding any offering pursuant to
Form S-8 under the  Securities  Act or any other  publicly  registered  offering
pursuant to the  Securities  Act  pertaining  to an issuance of Common  Stock or
securities  exercisable  therefor under any benefit plan, employee  compensation
plan, or employee or director  stock  purchase plan) of Common Stock pursuant to
an effective registration statement under the Securities Act.

                  "INITIAL PURCHASERS" shall mean Merrill Lynch & Co., Merrill
                   ------------------
Lynch,  Pierce,  Fenner & Smith  Incorporated,  Bear,  Stearns  & Co.  Inc.,  TD
Securities (USA) Inc., and Salomon Brothers Inc.

                  "INSPECTORS"  shall have the meaning  ascribed to such term in
Section 4(m) hereof.

                  "ISSUE DATE" shall mean the date hereof.

                  "LEGAL  HOLIDAY"  shall mean a Saturday,  a Sunday or a day on
which  (i)  banking  institutions  in The  City  of New  York  are  required  or
authorized by law or other government action to be closed and (ii) the principal
U.S.  securities exchange or market, if any, on which any Common Stock is listed
or admitted to trading and the principal U.S.  securities exchange or market, if
any,  on which the  Warrants  are listed or  admitted  to trading are closed for
business.

                  "NOTES"  shall have the  meaning  ascribed to such term in the
preamble hereof.

                  "PARTICIPATING HOLDER" shall have the meaning ascribed to such
term in Section 3.2(c).

                  "PERMITTED  HOLDER"  shall have the  meaning  ascribed to such
term in the preamble hereof.

                  "PATHNET" shall have the meaning  ascribed to such term in the
preamble hereof.

                  "PATHNET  WARRANT" shall have meaning ascribed to such term in
the preamble  hereof "PERSON" shall mean any  individual,  corporation,  limited
liability company, partnership, joint venture, association, joint-stock company,
trust, business trust,  unincorporated  organization or government or any agency
or political subdivision thereof,  including any entity that is a predecessor of
any such entity.

                  "PIGGY-BACK  REGISTRATION"  shall have the meaning ascribed to
such term in Section 2.2(a) hereof.

                  "PROPOSED  PURCHASER"  shall have the meaning ascribed to such
term in Section 3.2(a) hereof.

                  "PROSPECTUS"  shall  mean  the  prospectus   included  in  any
Registration Statement (including, without limitation, any prospectus subject to
completion and a prospectus  that includes any  information  previously  omitted
from a  prospectus  filed  as part of an  effective  registration  statement  in
reliance upon Rule 430A  promulgated  under the  Securities  Act), as amended or
supplemented  by any  prospectus  supplement,  with  respect to the terms of the
offering  of  any  portion  of  the  Registrable   Securities  covered  by  such
Registration  Statement,  and  all  other  amendments  and  supplements  to  the
Prospectus,  including post-effective  amendments, and all material incorporated
by reference or deemed to be incorporated by reference in such Prospectus.

                  "REGISTRABLE  SECURITIES"  shall  mean  any of (i) the  Common
Stock  issued and  issuable  upon  exercise of the  Warrants  and (ii) any other
securities  issued or issuable with respect to the Warrants or Warrant Shares by
way of stock  dividend or stock split or in  connection  with a  combination  of
shares,  recapitalization,  merger,  consolidation  or other  reorganization  or
otherwise.  As to any particular Registrable  Securities,  such securities shall
cease to be  Registrable  Securities  when  (a) a  Registration  Statement  with
respect to the offering of such securities by the holder thereof shall have been
declared  effective under the Securities Act and such securities shall have been
disposed of by such holder  pursuant to such  Registration  Statement,  (b) such
securities  have been sold to the public  pursuant to, or are eligible (or would
have been  eligible if the holder of Warrants had elected  cashless  exercise of
the Warrant or Warrants) for sale to the public without volume or manner of sale
restrictions under, Rule 144(k) (or any similar provision then in force, but not
Rule 144A)  promulgated under the Securities Act, (c) such securities shall have
been otherwise  transferred and new certificates for such securities not bearing
a legend  restricting  further transfer shall have been delivered by the Company
or its transfer agent and subsequent  disposition of such  securities  shall not
require  registration or  qualification  under the Securities Act or any similar
state  law  then in  force  or (d)  such  securities  shall  have  ceased  to be
outstanding.

                  "REGISTRATION  EXPENSES"  shall mean all expenses  incident to
the Company's  performance  of or  compliance  with this  Agreement,  including,
without  limitation,  all SEC and stock  exchange  or  National  Association  of
Securities  Dealers,  Inc.  registration and filing fees and expenses,  fees and
expenses of  compliance  with  securities or blue sky laws  (including,  without
limitation,  reasonable fees and  disbursements  of counsel for the underwriters
and the Holders in connection  with blue sky  qualifications  of the Registrable
Securities,  such counsel fees not to exceed  $5,000 per  registration),  rating
agency fees, printing expenses, messenger, telephone and delivery expenses, fees
and  disbursements  of counsel  for the Company  and all  independent  certified
public  accountants and fees and disbursements of underwriters  customarily paid
by issuers or sellers of securities (but not including underwriting discounts or
commissions,  fees  of  counsel  to the  Holders  or  transfer  taxes,  if  any,
attributable to the sale of Subject Equity by Holders of such Subject Equity).

                  "REGISTRATION    STATEMENT"   shall   mean   any   appropriate
registration  statement  of the  Company  filed  with  the SEC  pursuant  to the
Securities Act which covers any of the Subject Equity pursuant to the provisions
of this Agreement and all amendments  and  supplements to any such  Registration
Statement,  including  post-effective  amendments,  in each case  including  the
Prospectus   contained   therein,   all  exhibits   thereto  and  all  materials
incorporated by reference therein.

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

                  "RULE  144A"  shall  mean  Rule  144A  promulgated  under  the
Securities  Act, as such Rule may be amended  from time to time,  or any similar
rule (other than Rule 144) or regulation hereafter adopted by the SEC.

                  "SEC" shall mean the Securities and Exchange Commission.

                  "SECURITIES  ACT" shall mean the  Securities  Act of 1933,  as
amended from time to time.

                  "SELLING  HOLDER"  shall mean a Holder who is selling  Subject
Equity or  Registrable  Securities in accordance  with the provisions of Section
2.1 or 2.2, respectively.

                  "SUBJECT  EQUITY" shall have the meaning ascribed to such term
                  in Section 2.1(a) hereof.  "SUSPENSION  PERIOD" shall have the
                  meaning ascribed to such term in Section 2.3(a).

                  "TAG-ALONG  NOTICE"  shall have the  meaning  ascribed to such
term in Section 3.2(c) hereof.

                  "TAG-ALONG RIGHT" shall have the meaning ascribed to such term
in Section 3.2(a) hereof.

                  "TRANSFER"  shall have the  meaning  ascribed  to such term in
Section 3.2(a) hereof.

                  "TRANSFER NOTICE" shall have the meaning ascribed to such term
in Section 3.2(c) hereof.

                  "TRIGGERING DATE" shall mean the date of the consummation of a
bona fide underwritten  public offering of Common Stock, as a result of which at
least  20% of the  outstanding  shares  of  Common  Stock  are  listed on a U.S.
national securities exchange or the Nasdaq National Market.

                  "WARRANT  AGENT"  shall  mean  The  Bank of New  York  and any
successor warrant agent for the Warrants pursuant to the Warrant Agreement.

                  "WARRANT  AGREEMENT"  shall  mean  the  Supplemental   Warrant
Agreement  dated as of the date  hereof,  between  the  Company  and the Warrant
Agent, as amended or supplemented from time to time in accordance with the terms
thereof.

                  "WARRANT  SHARES"  shall mean shares of Common Stock issued or
issuable upon  exercise of the Warrants at an exercise  price of $0.01 per share
or any other  securities  issued or issuable with respect to the Warrants by way
of stock dividend or stock split or in connection  with a combination of shares,
recapitalization, merger, consolidation or other reorganization or otherwise.

                  "WARRANTS" shall have the meaning ascribed to such term in the
preamble hereof.

                   Section 2.  REGISTRATION RIGHTS.
                               -------------------

                  2.1  (a)  DEMAND  REGISTRATION.  After  the  occurrence  of an
Exercise  Event (as such  term is  defined  in the  Warrant  Agreement)  and the
completion  of an Initial  Public  Equity  Offering,  the holders of a number of
Warrants, Warrant Shares and Registrable Securities (collectively,  the "SUBJECT
EQUITY")  equivalent to at least a majority of the Warrant Shares subject to the
Warrants  originally  issued on the Issue  Date,  from time to time,  may make a
written  request  to  the  Company  to  effect  one  registration  (the  "DEMAND
REGISTRATION")  under the Securities Act of the Subject Equity. Any such request
will specify the number of shares of Subject Equity proposed to be sold and will
also specify the intended  method of disposition  thereof.  Within 10 days after
the receipt of such written request for a Demand Registration, the Company shall
notify the Holders of all Subject  Equity  that a Demand  Registration  has been
requested.  Within 45 days after receipt by any Holder of Subject Equity of such
notice from the Company,  such Holder may request in writing that such  Holder's
Subject Equity be included in such Registration  Statement and the Company shall
include  in such  Registration  Statement  the  Subject  Equity  of such  Holder
requested to be so included (the  "INCLUDED  SECURITIES").  Each such request by
such other Holders shall specify the number of Included  Securities  proposed to
be sold and the intended method of disposition thereof. Furthermore, the Company
shall  prepare,  file with the SEC and use its best  efforts  to cause to become
effective under the Securities Act within 150 days of such demand a Registration
Statement in respect of all of the Subject Equity which the Holders  request and
keep such  Registration  Statement  continuously  effective until the earlier to
occur  of  (i)  the  date  that  is  180  days  after  such  effectiveness  (the
"EFFECTIVENESS  PERIOD"),  (ii) such period of time as all of the Subject Equity
included in such  Registration  Statement  shall have been sold  thereunder  and
(iii) the Subject Equity  included in such  registration  becomes fully saleable
under paragraph (k) of Rule 144.

                  If a Demand Registration occurs during the "lock up" or "black
out"  period (not to exceed 180 days)  imposed on the Company  pursuant to or in
connection  with  any  underwriting  or  purchase   agreement   relating  to  an
underwritten  Rule  144A or  registered  public  offering  of  Common  Stock  or
securities convertible into or exchangeable or exercisable for Common Stock, the
Company  shall not be required to so notify  Holders of Subject  Equity and file
such Registration Statement with respect to the Subject Equity which the Holders
request prior to the end of such "lock up" or "black out" period, in which event
the Company  will use its best efforts to cause such  Registration  Statement to
become  effective  no later than the later of (i) 150 days after such  demand or
(ii) 30 days after the end of such "lock up" or "black out" period. In the event
of any "lock up" or "black out"  period or any  underwriting  or other  purchase
agreement, the Company shall so notify the holders of Registrable Securities.

                  Notwithstanding  the foregoing,  in lieu of filing and causing
to become  effective  the Demand  Registration,  the  Company  may  satisfy  its
obligation  with  respect  thereto  by making  and  consummating  (or having its
designee make and consummate) an offer to purchase all Subject Equity at a price
at least equal to Current Market Value (as defined in the Warrant Agreement, but
without the inclusion of clause (i)(a)  thereof),  less any applicable  Exercise
Price.

                  (b) EFFECTIVE REGISTRATION. A Registration Statement shall not
be deemed to have been  effected as a Demand  Registration  unless it shall have
been declared effective by the SEC, and the Company has complied in all material
respects with its  obligations  under this  Agreement with respect  thereto,  no
later than the later of (i) 150 days after the request for a Demand Registration
or (ii) 30 days after the end of any "lock up" or "black out"  period  described
in Section 2.1(a) hereof;  PROVIDED,  HOWEVER,  that if, after such Registration
Statement has become effective,  the offering of Subject Equity pursuant to such
Registration  Statement is or becomes the subject of any stop order,  injunction
or other order or requirement of the SEC or any similar  governmental,  judicial
or  administrative  order or requirement  that prevents,  restrains or otherwise
limits the sale of Subject Equity pursuant to such Registration  Statement,  and
such  Registration  Statement has not become  effective within a reasonable time
period thereafter,  such Registration Statement shall be deemed not to have been
effected.  If (i) the registration  requested pursuant to this Section 2.1 shall
be deemed not to have been  effected  or (ii) the Demand  Registration  does not
remain  effective under the Securities Act until at least the earlier of (A) the
end of the  Effectiveness  Period or (B) the consummation of the distribution by
the  Holders of all of the  Subject  Equity  covered  thereby,  then such Demand
Registration  shall not count towards  determining  if the Company has satisfied
its obligation to effect a Demand Registration pursuant to this Section 2.1. The
Holders of Subject  Equity shall be permitted to withdraw all or any part of the
Registrable  Securities from the Demand  Registration.  Notwithstanding any such
withdrawal by a Holder of Subject  Equity,  if the Company has complied with all
of its obligations  hereunder and has effected a Demand  Registration within 150
days after the request for such Demand  Registration,  such withdrawal shall not
require the Company to effect an additional Demand Registration.

                  (c)  SELECTION OF  UNDERWRITER.  If the Holders so elect,  the
offering of such Subject Equity pursuant to such Demand Registration shall be in
the  form  of  an  underwritten   offering.   The  Holders  making  such  Demand
Registration shall select one or more nationally  recognized firms of investment
bankers,  who  shall be  reasonably  acceptable  to the  Company,  to act as the
managing  underwriter or underwriters in connection with such offering and shall
select any additional  investment  bankers and managers to be used in connection
with the offering.

                  (d) EXPENSES.  The Company will pay all Registration  Expenses
in  connection  with the  registrations  requested  pursuant  to Section  2.1(a)
hereof.  Each Holder of Subject Equity shall pay all underwriting  discounts and
commissions and transfer  taxes, if any,  relating to the sale or disposition of
such Holder's  Subject  Equity  pursuant to a Registration  Statement  requested
pursuant to this Section 2.1.

                  2.2 (a)  PIGGY-BACK  REGISTRATION.  If at any time the Company
proposes to file a Registration  Statement under the Securities Act with respect
to an  offering  by the Company for its own account or for the account of any of
its securityholders of any class of its common equity securities (other than (i)
a registration  statement on Form S-4 or S-8 (or any substitute form that may be
adopted by the SEC) or any other publicly  registered  offering  pursuant to the
Securities  Act  pertaining  to the  issuance  of  shares  of  Capital  Stock or
securities  exercisable  therefor under any benefit plan, employee  compensation
plan, or employee or director stock purchase plan, (ii) a registration statement
filed in connection with an offer of securities solely to the Company's existing
securityholders  or (iii) a Demand  Registration),  then the Company  shall give
written notice of such proposed filing to the Holders of Registrable  Securities
as  soon as  practicable  (but  in no  event  fewer  than  15  days  before  the
anticipated  filing date or 10 days if the Company is subject to filing  reports
under the Exchange Act and able to use Form S-3 under the  Securities  Act), and
such notice shall offer such Holders the  opportunity to register such number of
shares of  Registrable  Securities  as each such  Holder may  request in writing
within 12 days (or eight days if the Company is subject to filing  reports under
the  Exchange  Act and able to use Form S-3  under  the  Securities  Act)  after
receipt of such written notice from the Company (which request shall specify the
Registrable Securities intended to be disposed of by such Selling Holder and the
intended method of distribution thereof) (a "PIGGY-BACK REGISTRATION").  In such
case  where the  intended  method of  distribution  thereof  is on a delayed  or
continuous  basis pursuant to Rule 415 under the Securities  Act, or any similar
rule that may be adopted by the SEC,  the Company  shall use its best efforts to
keep such Piggy-Back  Registration  continuously  effective under the Securities
Act in the  qualifying  jurisdictions  until at least the earlier of (A) 60 days
after the effective date thereof or (B) the  consummation of the distribution by
the Holders of all of the Registrable  Securities  covered thereby.  The Company
shall  use  its  reasonable  efforts  to  cause  the  managing   underwriter  or
underwriters,  if any,  of such  proposed  offering  to permit  the  Registrable
Securities requested to be included in a Piggy-Back  Registration to be included
on the same terms and conditions as any similar securities of the Company or any
other  securityholder   included  therein  and  to  permit  the  sale  or  other
disposition  of such  Registrable  Securities  in  accordance  with the intended
method of  distribution  thereof.  Any  Selling  Holder  shall have the right to
withdraw  its  request  for  inclusion  of  its  Registrable  Securities  in any
Registration  Statement pursuant to this Section 2.2 by giving written notice to
the Company of its request to  withdraw.  The Company may  withdraw a Piggy-Back
Registration  at any time prior to the time it becomes  effective or the Company
may elect to delay the registration;  PROVIDED,  HOWEVER, that the Company shall
give prompt written notice thereof to participating Selling Holders.

                  The Company will pay all  Registration  Expenses in connection
with each  registration  of Registrable  Securities  requested  pursuant to this
Section  2.2,  and  each  Holder  of  Registrable   Securities   shall  pay  all
underwriting  discounts and commissions and transfer taxes, if any,  relating to
the sale or disposition of such Holder's  Registrable  Securities  pursuant to a
Registration Statement effected pursuant to this Section 2.2.

                  No  registration  effected  under  this  Section  2.2,  and no
failure to effect a  registration  under this  Section  2.2,  shall  relieve the
Company of its obligation to effect a  registration  upon the request of Holders
of  Registrable  Securities  pursuant to Section  2.1 hereof,  and no failure to
effect  a  registration  under  this  Section  2.2 and to  complete  the sale of
securities  registered  thereunder  in  connection  therewith  shall relieve the
Company of any other obligation under this Agreement.

                  (b) PRIORITY IN  PIGGY-BACK  REGISTRATION.  In a  registration
pursuant  to Section  2.2 hereof  involving  an  underwritten  offering,  if the
managing  underwriter or underwriters of such  underwritten  offering shall have
informed  the Company  and the  Selling  Holders  requesting  inclusion  in such
offering,  in writing,  that in such  underwriter's or underwriters'  reasonable
opinion the total number or type of  Registrable  Securities  which the Company,
the  Selling  Holders and any other  persons  desiring  to  participate  in such
registration  intend to include in such  offering is such as to  materially  and
adversely affect the success of such offering, including the price at which such
securities  can be sold,  then the Company  shall be required to include in such
registration  only the amount of  securities  which it is so  advised  should be
included in such registration.  In such event, securities shall be registered in
such  offering in the following  order of priority:  (i) first,  the  securities
which the Company proposes to register (a) in the Initial Public Equity Offering
or (b)  pursuant to an exercise of "demand"  registration  rights  pursuant to a
contractual  commitment  of the  Company  and  (ii)  second,  provided  that  no
securities  sought to be included  by the  Company or any such Person  under the
immediately  preceding  clause (i) have been  excluded  from such  registration,
securities which have been requested to be included in such  registration by the
Company  (other  than  those  covered  by  clause  (i))  and by the  Holders  of
Registrable  Securities pursuant to this Agreement,  and the securities of other
Persons  entitled  to  exercise  "piggy-back"  registration  rights  pursuant to
contractual  commitments  of the  Company  (pro  rata  based  on the  amount  of
securities sought to be registered by the Company and such Persons).

                  If, as a result of the provisions of this Section 2.2(b),  any
Selling Holder shall not be entitled to include all Registrable  Securities in a
Piggy-Back  Registration  that such Selling Holder has requested to be included,
such  Selling  Holder may elect to withdraw  his request to include  Registrable
Securities in such registration.

                  2.3 LIMITATIONS,  CONDITIONS AND QUALIFICATIONS TO OBLIGATIONS
UNDER  REGISTRATION  COVENANTS.  The  obligations  of the  Company  set forth in
Sections  2.1 and 2.2 hereof are subject to each of the  following  limitations,
conditions and qualifications:

                  (a) The  Company  may  postpone  the filing of, or suspend the
         effectiveness  of, any  Registration  Statement or  amendment  thereto,
         suspend the use of any Prospectus and shall not be required to amend or
         supplement the Registration  Statement,  any related  Prospectus or any
         document  incorporated  therein by  reference  (other than an effective
         Registration  Statement being used for an underwritten offering) in the
         event that, and for a period (a  "SUSPENSION  PERIOD") not to exceed an
         aggregate of 60 days.  A Suspension  period used in respect of Sections
         2.1 and 2.2 may be effected only if (i) an event or circumstance occurs
         and is continuing as a result of which the Registration Statement,  any
         related Prospectus or any document incorporated therein by reference as
         then  amended or  supplemented  or proposed to be filed  would,  in the
         Company's  good  faith  judgement,  contain  an untrue  statement  of a
         material  fact or omit to state a material  fact  necessary in order to
         make the statements  therein,  in the light of the circumstances  under
         which  they  were  made,  not  misleading,  and  (ii)  (A) the  Company
         determines in its good faith  judgement  that the disclosure of such an
         event  at  such  time  would  have a  material  adverse  effect  on the
         business,  operations or prospects of the Company or (B) the disclosure
         otherwise relates to a material business  transaction which has not yet
         been publicly disclosed;  PROVIDED that the Effectiveness  Period shall
         be extended by the number of days in any  Suspension  Period;  PROVIDED
         FURTHER that the Company shall not be entitled to the  postponement  or
         suspension more than once in any 12-month period; PROVIDED FURTHER that
         the Company may suspend the effectiveness for a period not in excess of
         five  Business  Days  to  allow  for  the  updating  of  the  financial
         statements included in a Registration  Statement to the extent required
         by law, not to exceed 45 days in the aggregate in any 12-month  period.
         If the Company shall so postpone the filing of a Registration Statement
         it shall, as promptly as possible,  deliver a certificate signed by the
         chief  executive  officer of the Company to the  Selling  Holders as to
         such  determination,  and the Selling Holders shall (1) have the right,
         in the case of a  postponement  of the  filing  or  effectiveness  of a
         Registration Statement, upon the affirmative vote of the Holders of not
         less than a  majority  of the  Subject  Equity to be  included  in such
         Registration  Statement,  to withdraw the request for  registration  by
         giving  written  notice to the Company  within 10 days after receipt of
         such  notice  or (2) in the case of a  suspension  of the right to make
         sales,  receive an  extension of the  registration  period equal to the
         number of days of the suspension.  Any Demand  Registration as to which
         the withdrawal  election referred to in the preceding sentence has been
         effected  shall not be counted for purposes of the Demand  Registration
         the Company is required to effect pursuant to Section 2.1 hereof.

                  (b) The Company's  obligations  under this Agreement  shall be
         subject to the  obligations of the Selling  Holders,  which the Selling
         Holders  acknowledge,  to furnish all  information and materials and to
         take any and all actions as may be required  under  applicable  federal
         and state  securities  laws and  regulations  to permit the  Company to
         comply with such laws and regulations  and all applicable  requirements
         of the SEC and to obtain any acceleration of the effective date of such
         Registration Statement.

                  2.4  RESTRICTIONS  ON  SALE BY THE  COMPANY  AND  OTHERS.  The
Company  covenants and agrees that (i) it shall not, and that it shall not cause
or  permit  any of its  subsidiaries  to,  effect  any  public  sale  or  public
distribution  of any  securities  of the same  class as any of the  Warrants  or
Registrable  Securities or any securities  convertible  into or  exchangeable or
exercisable  for  such  securities  (or any  option  or  other  right  for  such
securities)  during the 30-day  period  prior to, and during the 180-day  period
beginning  on, the  commencement  of any  underwritten  offering  of Warrants or
Registrable  Securities  pursuant  to  a  Demand  Registration  which  has  been
requested  pursuant to this Agreement,  or a Piggy-Back  Registration  which has
been  scheduled,  prior  to the  Company  or any  of its  subsidiaries  publicly
announcing its intention to effect any such public sale or public  distribution;
(ii) the  Company  will  not,  and the  Company  will not  cause or  permit  any
subsidiary of the Company to, after the date hereof, enter into any agreement or
contract that conflicts with or limits or prohibits the full and timely exercise
by the Holders of Warrants or  Registrable  Securities  of the rights  herein to
request a Demand Registration or to join in any Piggy-Back  Registration subject
to the other terms and provisions  hereof; and (iii) upon request of the Holders
of not less than a majority of the  Warrants  or  Registrable  Securities  to be
included in such  Registration  Statement or any  underwriter,  it shall use its
reasonable best efforts to secure the written  agreement of each of its officers
and  directors  to not  effect  any public  sale or public  distribution  of any
securities of the same class as the Warrants or  Registrable  Securities (or any
securities  convertible into or exchangeable or exercisable for such securities)
or any option or other right for such securities  during the period described in
clause (i) of this Section 2.4.

                  2.5 RULE 144 AND RULE 144A.  While any Warrants or Registrable
Securities  remain  outstanding,  the Company  covenants  that it shall file the
reports  required  to be filed  by it  under  the  Exchange  Act and the  rules,
regulations and policies adopted by the SEC thereunder in a timely manner and in
accordance with the requirements of the Exchange Act. If at any time the Company
is not  required  to file such  reports,  it will  distribute  to each Holder or
beneficial owner of Warrants that are "restricted securities" within the meaning
of Rule 144 and are not  saleable  in full  under  paragraph  (k) of Rule 144 or
Registrable Securities such information as is necessary to permit sales pursuant
to Rule 144A under the  Securities  Act. The Company  further  covenants that it
will  take  such  further  action  as any  Holder  of  Warrants  or  Registrable
Securities may reasonably request,  all to the extent required from time to time
to enable  such  Holder  to sell  Warrants  or  Registrable  Securities  without
registration  under the  Securities  Act within the limitation of the exemptions
provided  by (a) Rule  144(k) and Rule 144A under the  Securities  Act,  as such
Rules may be amended from time to time,  or (b) any similar  rule or  regulation
hereafter  adopted by the SEC.  Upon the  request of any Holder of  Warrants  or
Registrable  Securities,  the Company  will in a timely  manner  deliver to such
Holder a written  statement as to whether it has complied with such  information
requirements.

                  2.6  UNDERWRITTEN  REGISTRATIONS.  No  Holder  of  Registrable
Securities  may  participate  in any  underwritten  registration  pursuant  to a
Registration  Statement filed under this Agreement unless such Holder (a) agrees
to (i) sell such Holder's Registrable Securities on the basis provided in and in
compliance  with any  underwriting  arrangements  approved by the Holders of not
less than a majority of the  Registrable  Securities to be sold  thereunder  and
(ii) comply with Rules 101,  102 and 104 of  Regulation M under the Exchange Act
and  (b)  completes  and  executes  all  questionnaires,   powers  of  attorney,
indemnities,  underwriting  agreements and other documents  reasonably  required
under the terms of such underwriting arrangements.

                  Each  Holder of  Warrants  and  Registrable  Securities  whose
Warrants and  Registrable  Securities  are covered by a  Registration  Statement
filed pursuant to Sections 2.1 and 2.2 and are to be sold thereunder  agrees, if
and  to  the  extent  reasonably   requested  by  the  managing  underwriter  or
underwriters  with respect to an  underwritten  public  offering  (including any
underwritten  public offering with respect to which registration  rights are not
available  to  holders  of the  Warrants),  not to  effect  any  public  sale or
distribution  of Warrants and  Registrable  Securities  or of  securities of the
Company  of the  same  class as any  securities  included  in such  Registration
Statement,  including  a sale  pursuant  to  Rule  144  (except  as part of such
underwritten  offering),  during  the  30-day  period  prior to,  and during the
180-day period beginning on, the closing date of each underwritten offering made
pursuant  to such  Registration  Statement,  to the extent  timely  notified  in
writing by the Company or such managing underwriter or underwriters.

                  The provisions of the foregoing  paragraph  shall not apply to
any Holders of Warrants and  Registrable  Securities if such Holder is prevented
by  applicable  statute or regulation  from  entering  into any such  agreement;
provided,  however,  that any such  Holder  shall  undertake,  in its request to
participate in any such underwritten  offering, not to effect any public sale or
distribution of any Warrants and Registrable  Securities  commencing on the date
of sale of such Warrants and  Registrable  Securities  unless it has provided 45
days'  prior  written  notice  of such  sale  or  distribution  to the  managing
underwriter or underwriters.

                  Section 3.  TRANSFERS.
                              ---------

                  3.1 GENERALLY. All Subject Equity at any time and from time to
time  outstanding  shall be held subject to the conditions and  restrictions set
forth in this Section 3. All shares of Capital  Stock now or  hereafter  held by
the Permitted  Holders shall be held subject to the conditions and  restrictions
set forth in this  Section 3. Each  Holder of Subject  Equity and the  Permitted
Holders by executing this  Agreement or by accepting a certificate  representing
Capital Stock or other indicia of ownership therefor from the Company agree with
the Company and with each other stockholder to such conditions and restrictions.

                  3.2 TAG-ALONG  RIGHTS.  (a) Prior to the Triggering Date, each
of the Holders of Subject Equity shall have the right (the "TAG-ALONG RIGHT") to
require the Proposed  Purchaser (as defined below) to purchase from each of them
all Subject  Equity owned by such Holder in the event of any proposed  direct or
indirect sale or other disposition (collectively,  a "TRANSFER") of Common Stock
or Convertible  Preferred Stock (whether now or hereafter  issued) to any Person
or Persons  (such other Person or Persons being  hereinafter  referred to as the
"PROPOSED  PURCHASER")  by any Permitted  Holder or Permitted  Holders or any of
their  Affiliates  in  any  transaction  or a  series  of  related  transactions
resulting in a Change of Control;  provided that no such  Tag-Along  Right shall
exist  as a result  of  sales  pursuant  to one or more  underwritten  offerings
registered under the Securities Act which result in a Change of Control.

                  (b)  Any  Subject  Equity  purchased  from  the  Participating
Holders  pursuant  to this  Section  3.2  shall be paid for in the same  type of
consideration  and at the same price per share of Common Stock and upon the same
terms and conditions of such proposed  Transfer of Common Stock by any Permitted
Holder or any of its Affiliates;  provided that the price per Warrant to be paid
by the Proposed  Purchaser  shall be less the aggregate  Exercise  Price of such
Warrant. If the Subject Equity to be purchased from the Permitted Holders or the
Participating  Holders includes  securities or property other than Common Stock,
the price to be paid for such securities or property shall be the same price per
share or other  denomination paid by the Proposed  Purchaser for like securities
purchased  from  any  Permitted  Holder  or any of its  Affiliates  or,  if like
securities are not purchased from any Permitted Holder or any of its Affiliates,
the Fair Market Value of such securities  determined by an independent financial
expert selected by the Company.

                  (c)  Each  Permitted  Holder  shall  notify,  or  cause  to be
notified, each Holder of Subject Equity in writing (a "TRANSFER NOTICE") of each
such proposed  Transfer at least 30 days prior to the date thereof.  Such notice
shall set forth:  (a) the name and  address of the  Proposed  Purchaser  and the
number of shares of Common Stock and other  securities,  if any,  proposed to be
transferred,  (b) the proposed amount of consideration  and terms and conditions
of payment offered by such Proposed Purchaser (if the proposed  consideration is
not  cash,  the  Transfer  Notice  shall  describe  the  terms  of the  proposed
consideration)  and (c) that either the Proposed  Purchaser has been informed of
the  "TAG-ALONG  RIGHT" and has agreed to purchase  Subject Equity in accordance
with the terms  hereof  or that the  Permitted  Holder or any of its  Affiliates
shall make such purchase.  The Tag-Along Right may be exercised by any Holder of
Subject Equity (a "PARTICIPATING HOLDER") by delivery of a written notice to the
Company and the  Permitted  Holder  that gave the  Transfer  Notice  ("TAG-ALONG
NOTICE"), within 10 days following such Holder's receipt of the Transfer Notice,
indicating its election to exercise the Tag-Along  Right.  The Tag-Along  Notice
shall state the amount of Subject Equity that such Holder proposes to include in
such  Transfer  to the  Proposed  Purchaser.  Failure by any Holder to provide a
Tag-Along  Notice  within the 10-day notice period shall be deemed to constitute
an election by such Holder not to exercise its Tag-Along Right. The closing with
respect to any sale to a Proposed  Purchaser  pursuant to this Section  shall be
held at the time and place  specified  in the  Transfer  Notice but in any event
within 60 days of the date such  Transfer  Notice  is  given;  provided  that if
through the exercise of  reasonable  efforts the Company is unable to cause such
transaction  to close  within 60 days,  such  period  may be  extended  for such
reasonable  period  of time  as may be  necessary  to  close  such  transaction.
Consummation  of the sale of Common Stock or Convertible  Preferred Stock by any
Permitted  Holder or any of its  Affiliates  to a  Proposed  Purchaser  shall be
conditioned upon consummation of the sale by each  participating  Holder to such
Proposed  Purchaser (or the Permitted  Holder) of the Subject Equity entitled to
be transferred as described above, if any.

                  (d)  [RESERVED]

                  (e) If the  Proposed  Purchaser  does not purchase the Subject
Equity  entitled to be  transferred as described in this Section 3.2 on the same
terms and  conditions as purchased  from the  Permitted  Holders or any of their
Affiliates,  then the Permitted  Holders or their Affiliates shall purchase such
Subject Equity if the Transfer occurs.  If any Subject Equity shall be sold by a
Holder  pursuant to this Section 3.2 upon the  occurrence of a Change of Control
triggered  by the sale of Common  Stock by a  Permitted  Holder,  then the other
Permitted  Holders  shall have the right to purchase  up to 50% of such  Subject
Equity.

                  (f) If at the end of 60 days  following  the  date on  which a
Transfer Notice was given, or as otherwise  extended  pursuant to the provisions
of Section  3.2(a),  the sale of Common Stock by the Permitted  Holders or their
Affiliates  and the sale of the Subject  Equity  entitled to be  transferred  as
provided  above  have not been  completed  in  accordance  with the terms of the
Proposed  Purchaser's  offer, all certificates  representing such Subject Equity
shall be returned to the  Participating  Holders,  and all the  restrictions  on
Transfer  contained in this  Agreement with respect to Common Stock owned by the
Permitted Holders and their Affiliates shall remain in effect.

                  3.3 DRAG-ALONG  RIGHTS. If at any time prior to the Triggering
Date,  one or more  Permitted  Holders  or any of  their  respective  Affiliates
determines  to sell all of the Capital  Stock of the Company  owned by them to a
Person other than a Permitted Holder or its Affiliate in a transaction resulting
in a Change of Control,  the transferring  Permitted Holder or Permitted Holders
(whether directly or through an Affiliate) shall have the right (the "DRAG-ALONG
RIGHT") to require the Holders of Subject  Equity to sell such Subject Equity to
such  transferee;  PROVIDED  THAT (i) the  consideration  to be  received by the
Holders of Subject  Equity shall be the same type of  consideration  received by
the Permitted  Holders and their Affiliates and, in any event,  shall be cash or
freely transferable marketable securities,  and (ii) after giving effect to such
transaction,  the Permitted Holder or Permitted Holders making the transfers and
their  Affiliates  shall not own,  directly or indirectly,  any Capital Stock or
rights to  purchase  Capital  Stock of the  Company  (excluding  successors  for
purposes of this section 3.3). Any Warrants or Registrable Securities,  or both,
purchased  from the Holders  thereof  pursuant to this Section 3.3 shall be paid
for at the same  price  per share of  Common  Stock and upon the same  terms and
conditions  as such proposed  transfer of Common Stock by the Permitted  Holders
and their Affiliates. The price per Warrant to be paid by the Proposed Purchaser
shall be less the  aggregate  Exercise  Price of such Warrant per share.  If the
Subject Equity to be purchased includes  securities other than Common Stock, the
price to be paid for such securities  shall be the same price per share or other
denomination paid by the proposed  purchaser for like securities  purchased from
the  Permitted  Holders  and their  Affiliates  or, if like  securities  are not
purchased from the Permitted Holders and their Affiliates, the Fair Market Value
of such securities determined by an independent financial expert selected by the
Company.

                  Section 4.  REGISTRATION  PROCEDURES.  In connection  with the
obligations of the Company with respect to any Registration  Statement  pursuant
to Sections 2.1 and 2.2 hereof, the Company shall, except as otherwise provided:

                  (a) A reasonable period of time prior to the initial filing of
         a Registration  Statement or Prospectus and a reasonable period of time
         prior to the filing of any amendment or supplement  thereto  (including
         any document that would be  incorporated  or deemed to be  incorporated
         therein  by  reference),  furnish  to  the  Holders  and  the  managing
         underwriters,  if any,  copies  of all such  documents  proposed  to be
         filed,  which documents (other than those  incorporated or deemed to be
         incorporated  by  reference)  shall be  subject  to the  review of such
         Holders,  and such  underwriters,  if any,  and cause the  officers and
         directors  of the  Company,  counsel  to the  Company  and  independent
         certified  public  accountants  to  the  Company  to  respond  to  such
         reasonable  inquiries as shall be necessary,  in the opinion of counsel
         to such underwriters,  to conduct a reasonable investigation within the
         meaning of the Securities Act;  PROVIDED THAT the foregoing  inspection
         and information gathering shall be coordinated on behalf of the Holders
         by a nationally  recognized  underwriting  firm to be designated by the
         Company. The Company shall not file any such Registration  Statement or
         related  Prospectus or any amendments or supplements  thereto which the
         Holders of a majority of the  Registrable  Securities  included in such
         Registration Statement shall reasonably object to a timely basis.

                  (b) Subject to Section 2.3, prepare and file with the SEC such
         amendments,  including post-effective  amendments, to each Registration
         Statement  as may be  necessary  to keep  such  Registration  Statement
         continuously   effective  for  the  applicable   time  period  required
         hereunder;  cause the  related  Prospectus  to be  supplemented  by any
         required  Prospectus  supplement,  and as so  supplemented  to be filed
         pursuant  to Rule  424  (or  any  similar  provisions  then  in  force)
         promulgated under the Securities Act; and comply with the provisions of
         the Securities Act and the Exchange Act with respect to the disposition
         of all securities  covered by such  Registration  Statement during such
         period in accordance  with the intended  methods of  disposition by the
         sellers thereof set forth in such Registration  Statement as so amended
         or in such Prospectus as so supplemented.

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

                  (d) Use its reasonable efforts to avoid the issuance of or, if
         issued,  obtain the withdrawal of any order enjoining or suspending the
         effectiveness of the Registration  Statement or the use of a Prospectus
         or the lifting of any  suspension  of the  qualification  (or exemption
         from  qualification)  of  any  of the  Registrable  Securities  covered
         thereby for sale in any  jurisdiction  described in Section 4(h) at the
         earliest practicable moment.

                  (e) If requested by the managing  underwriters,  if any, or if
         none, by the Holders of a majority of the Registrable  Securities being
         sold pursuant to such Registration Statement,  (i) promptly incorporate
         in a Prospectus supplement or post-effective amendment such information
         as  the  managing  underwriters,  if  any,  or if  none,  such  Holders
         reasonably  believe,  upon  advice  of  counsel,  which  need not be in
         writing  should be included  therein,  and (ii) subject to Section 2.3,
         make  all  required  filings  of  such  Prospectus  supplement  or such
         post-effective   amendment   under  the   Securities  Act  as  soon  as
         practicable after the Company has received  notification of the matters
         to be  incorporated  in such  Prospectus  supplement or  post-effective
         amendment; PROVIDED, HOWEVER, that the Company shall not be required to
         take any  action  pursuant  to this  Section  4(e) that  would,  in the
         opinion of counsel for the Company, violate applicable law.

                  (f) Upon  written  request  to the  Company,  furnish  to each
         Holder of Registrable  Securities to be sold pursuant to a Registration
         Statement and each managing  underwriter,  if any,  without charge,  at
         least  one  conformed  copy  of the  Registration  Statement  and  each
         amendment thereto,  including financial  statements and schedules,  all
         documents   incorporated  or  deemed  to  be  incorporated  therein  by
         reference,   and  all  exhibits  to  the  extent  reasonably  requested
         (including those previously  furnished or incorporated by reference) as
         soon as practicable after the filing of such documents with the SEC.

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

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

                  (i) In  connection  with any sale or transfer  of  Registrable
         Securities  that  will  result  in  such  securities  no  longer  being
         Registrable  Securities,  cooperate  with the  Holders  of  Registrable
         Securities  and the managing  underwriters,  if any, to facilitate  the
         timely   preparation   and   delivery  of   certificates   representing
         Registrable  Securities to be sold, which  certificates  shall not bear
         any restrictive  legends whatsoever and shall be in a form eligible for
         deposit with The Depository Trust Company  ("DTC");  and to enable such
         Registrable  Securities to be in such  denominations  and registered in
         such names as the managing underwriter or underwriters, if any, or such
         Holders may reasonably  request at least two business days prior to any
         sale of Registrable Securities.

                  (j) Subject to Section 2.3,  upon the  occurrence of any event
         contemplated  by Section  4(c)(v)  above,  as promptly  as  practicable
         prepare  a  supplement  or  amendment,   including  if   appropriate  a
         post-effective amendment to each Registration Statement or a supplement
         to the related Prospectus or any document  incorporated or deemed to be
         incorporated therein by reference, and file any other required document
         so that, as thereafter  delivered,  such Prospectus will not contain an
         untrue  statement of a material  fact or omit to state a material  fact
         required  to be stated  therein  or  necessary  to make the  statements
         therein,  in light of the circumstances under which they were made, not
         misleading.

                  (k) Prior to the effective date of a  Registration  Statement,
         (i)  provide  the  registrar  for  the   Registrable   Securities  with
         certificates  for such  securities  in a form eligible for deposit with
         DTC and (ii) provide a CUSIP number for such securities.

                  (l)  Enter  into such  agreement  (including  an  underwriting
         agreement  in  such  form,  scope  and  substance  as is  customary  in
         underwritten  offerings) and take all such other reasonable  actions in
         connection  therewith  (including  those  reasonably  requested  by the
         managing  underwriters,  if any,  or the  Holders of a majority  of the
         Registrable  Securities  being sold) in order to expedite or facilitate
         the disposition of such Registrable Securities,  and, whether or not an
         underwriting   agreement  is  entered  into  and  whether  or  not  the
         registration   is  an   underwritten   registration,   (i)  make   such
         representations  and  warranties  to the  Holders  of such  Registrable
         Securities and the underwriter or underwriters, if any, with respect to
         the  business  of the  Company  and  the  subsidiaries  of the  Company
         (including  with  respect to  businesses  or assets  acquired  or to be
         acquired by any of them),  and the Registration  Statement,  Prospectus
         and documents,  if any,  incorporated  or deemed to be  incorporated by
         reference  therein,  in each case,  in form,  substance and scope a are
         customarily made by issuers to underwriters in underwritten  offerings,
         and confirm  the same if any when  requested;  (ii) obtain  opinions of
         counsel to the Company and updates  thereof (which counsel and opinions
         (in form, scope and substance) shall be reasonably  satisfactory to the
         managing  underwriters,  if any,  addressed to each  selling  Holder of
         Registrable Securities and each of the underwriters,  if any), covering
         the matters  customarily  covered in opinions requested in underwritten
         offerings and such other matters as may be reasonably requested by such
         underwriters;  (iii) use their  reasonable  efforts to obtain customary
         "cold  comfort"  letters  and  updates  thereof  from  the  independent
         certified  public  accountants  of the Company (and, if necessary,  any
         other independent certified public accountants of any subsidiary of the
         Company or of any business  acquired by the Company for which financial
         statements and financial  data are, or are required to be,  included in
         the Registration  Statement),  addressed (where reasonably possible) to
         each  Selling  Holder  of  Registrable   Securities  and  each  of  the
         underwriters, if any, such letters to be in customary form and covering
         matters of the type  customarily  covered in "cold comfort"  letters in
         connection  with  underwritten  offerings;   (iv)  if  an  underwriting
         agreement  is  entered   into,   the  same  shall   contain   customary
         indemnification  provisions  and  procedures  no less  favorable to the
         Selling  Holder and the  underwriters,  if any, than those set forth in
         Section 5 hereof (or such other provisions and procedures acceptable to
         Holders  of a  majority  of  Registrable  Securities  covered  by  such
         Registration  Statement and the managing underwriter,  if any); and (v)
         deliver such documents and certificates as may be reasonably  requested
         by the Holders of a majority of the Registrable  Securities  being sold
         and the managing underwriters or underwriters to evidence the continued
         validity of the  representations and warranties made pursuant to clause
         (i)  above  and  evidence  compliance  with  any  customary  conditions
         contained in the  underwriting  agreement or other  agreements  entered
         into by the Company. The above shall be done at each closing under such
         underwriting  agreement  or other  agreements,  or as and to the extent
         required thereunder.

                  (m) Make available for inspection by a  representative  of the
         selling   Holders   of   Registrable   Securities,    any   underwriter
         participating  in any such  disposition of Registrable  Securities,  if
         any,  and any  attorney,  consultant  or  accountant  retained  by such
         representative  of the selling  Holders of  Registrable  Securities  or
         underwriter  (collectively,  the  "INSPECTORS"),  at the offices  where
         normally kept, during the reasonable  business hours, all financial and
         other  records,  pertinent  corporate  documents and  properties of the
         Company and the subsidiaries of the Company  (including with respect to
         businesses  and assets  acquired  or to be  acquired to the extent that
         such information is available to the Company),  and cause the officers,
         directors,  agents and employees of the Company and its subsidiaries of
         the Company  (including  with respect to businesses and assets acquired
         or to be acquired to the extent that such  information  is available to
         the  Company)  to  supply  all  information  in  each  case  reasonably
         requested by any such  Inspector in connection  with such  Registration
         Statement;  provided,  however,  that such persons shall first agree in
         writing with the Company that any information that is reasonably and in
         good faith  designated by the Company in writing as confidential at the
         time of delivery of such information shall be kept confidential by such
         Persons, unless (i) disclosure of such information is required by court
         or  administrative  order or is  necessary  to respond to  inquiries of
         regulatory authorities, (ii) disclosure of such information is required
         by  law  (including  any  disclosure   requirements  pursuant  to  U.S.
         securities  laws in  connection  with the  filing  of the  Registration
         Statement or the use of any Prospectus), (iii) such information becomes
         generally  available  to  the  public  other  than  as  a  result  of a
         disclosure or failure to safeguard  such  information by such person or
         (iv) such  information  becomes  available to such person from a source
         other than the  Company  and its  subsidiaries  and such  source is not
         bound by a  confidentiality  agreement;  AND PROVIDED  FURTHER that the
         foregoing  investigation  shall be coordinated on behalf of the selling
         Holders  of   Registrable   Securities   by  a  nationally   recognized
         underwriting firm to be designated by the Company.

                  (n) Comply with all applicable rules, regulations and policies
         of the SEC and make generally available to its securityholders earnings
         statements satisfying the provisions of Section 11(a) of the Securities
         Act and Rule 158  thereunder no later than 60 days after the end of any
         12-month  period (or 135 days after the end of any  12-month  period if
         such period is a fiscal year) (i)  commencing  at the end of any fiscal
         quarter in which  Registrable  Securities are sold to an underwriter or
         to underwriters in a firm commitment or reasonable efforts underwritten
         offering and (ii) if not sold to an underwriter or to  underwriters  in
         such an  offering,  commencing  on the first  day of the  first  fiscal
         quarter  of the  Company  after  the  effective  date  of the  relevant
         Registration  Statement,  which  statements  shall  cover such  period,
         consistent with the requirements of Rule 158 under the Securities Act.

                  (o)  Use its  reasonable  efforts  to  cause  all  Registrable
         Securities relating to such Registration Statement to be listed on each
         securities exchange,  if any, on which similar securities issued by the
         Company are then listed.

                  (p) Cooperate  with each seller of  Registrable  Securities to
         facilitate  the  timely   preparation   and  delivery  of  certificates
         representing  Registrable  Securities  to be sold and not  bearing  any
         restrictive legends and registered in such names as the Selling Holders
         may reasonably  request at least two business days prior to the closing
         of any sale of Registrable Securities.

                  (q)  Cooperate  with  each  seller of  Registrable  Securities
         covered by any  Registration  Statement and each  underwriter,  if any,
         participating in the disposition of such Registrable Securities and its
         respective  counsel in connection with any filings  required to be made
         with the National Association of Securities Dealers, Inc.

                  The Company may require a Holder of Registrable  Securities to
be  included  in a  Registration  Statement  to  furnish  to  the  Company  such
information   regarding  (i)  the  intended   method  of  distribution  of  such
Registrable  Securities  (ii) such Holder and (iii) the  Registrable  Securities
held by such Holder as is required by law to be  disclosed  in such  Registrable
Statement  and the Company  may exclude  from such  Registration  Statement  the
Registrable  Securities  of any  Holder who fails to  furnish  such  information
within a reasonable time after receiving such request.

                  If any such  Registration  Statement  refers to any  Holder by
name or otherwise  as the Holder of any  securities  of the  Company,  then such
Holder shall have the right to require (i) the insertion therein of language, in
form and substance  reasonably  satisfactory to such Holder,  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, or (ii)
in the event that such  reference  to such  Holder by name or  otherwise  is not
required by the Securities  Act, the deletion of the reference to such Holder in
such  amendment or supplement to the  Registration  Statement  filed or prepared
subsequent to the time that such reference ceases to be required.

                  Each Holder of Registrable Securities agrees by acquisition of
such  Subject  Equity  that,  upon receipt of any notice from the Company of the
happening of any event of the kind  described in Section  4(c)(ii),  4(c)(iv) or
4(c)(v)  hereof,  such Holder will  forthwith  discontinue  disposition  of such
Subject Equity covered by the  Registration  Statement or Prospectus  until such
Holder's  receipt  of the  copies  of the  supplemented  or  amended  Prospectus
contemplated  by Section  4(j)  hereof,  or until it is advised in writing  (the
"ADVICE")  by the  Company  that  the use of the  applicable  Prospectus  may be
resumed,   and  in  either  case  has  received  copies  of  any  additional  or
supplemental  filings  that are  incorporated  or deemed to be  incorporated  by
reference in such  Prospectus.  If the Company  shall give any such notice,  the
Effectiveness Period shall be extended by the number of days during such periods
from and  including  the date of the giving of such notice to and  including the
date when each seller of Subject Equity covered by such  Registration  Statement
shall have  received (x) the copies of the  supplemented  or amended  Prospectus
contemplated by Section 4(j) hereof or (y) the Advice,  and, in either case, has
received copies of any additional or supplemental  filings that are incorporated
or deemed to be incorporated by reference in such Prospectus.

                  Holders  of the  Subject  Equity  shall be  obligated  to keep
confidential   the  existence  of  a  Suspension   Period  or  any  confidential
information communicated by the Company to the Holder with respect thereto.

                  Section 5.  INDEMNIFICATION AND CONTRIBUTION.  (a) The Company
shall  indemnify  and hold  harmless,  each  Selling  Holder (in its capacity as
Selling Holder),  each  underwriter,  if any, who participates in an offering of
Registrable  Securities,  their  respective  affiliates,  and  their  respective
directors, officers, employees, agents and each Person, if any, who controls any
of such  parties  within the meaning of Section 15 of the 1933 Act or Section 20
of the 1934 Act as follows:

                  (i) against  any and all loss,  liability,  claim,  damage and
         expense whatsoever, as incurred, arising out of any untrue statement or
         alleged   untrue   statement  of  a  material  fact  contained  in  any
         Registration  Statement  (or any amendment  thereto)  pursuant to which
         Registrable  Securities were registered  under the 1933 Act,  including
         all documents  incorporated  therein by  reference,  or the omission or
         alleged  omission  therefrom of a material  fact  required to be stated
         therein or necessary to make the  statements  therein not misleading or
         arising out of any untrue  statement or alleged  untrue  statement of a
         material  fact  contained  in  any  Prospectus  (or  any  amendment  or
         supplement  thereto) or the omission or alleged omission therefrom of a
         material fact necessary in order to make the statements therein, in the
         light of the circumstances under which they were made, not misleading;

                  (ii) against any and all loss,  liability,  claim,  damage and
         expense whatsoever,  as incurred, to the extent of the aggregate amount
         paid  in  settlement  of  any  litigation,   or  any  investigation  or
         proceeding by any governmental agency or body, commenced or threatened,
         or of any claim  whatsoever,  in each case,  based upon any such untrue
         statement  or  omission,  or  any  such  alleged  untrue  statement  or
         omission;  provided  that  (subject  to  Section  5(d)  below) any such
         settlement is effected with the written consent of the Company; and

                  (iii)  against any and all  expenses  whatsoever,  as incurred
         (including fees and  disbursements of counsel chosen by any indemnified
         party),  reasonably  incurred in investigating,  preparing or defending
         against any litigation,  or investigation or proceeding by any court or
         governmental  agency or body,  commenced  or  threatened,  or any claim
         whatsoever  based upon any such untrue  statement or  omission,  or any
         such alleged untrue statement or omission,  to the extent that any such
         expense  is not paid  under  subparagraph  (i) or (ii) of this  Section
         5(a);

PROVIDED,  HOWEVER,  that this  indemnity  agreement does not apply to any loss,
liability,  claim,  damage or expense to the extent (i) arising out of an untrue
statement  or omission or alleged  untrue  statement  or omission (A) made in or
omitted from a preliminary Prospectus or Registration Statement and corrected or
included in a subsequent  Prospectus or Registration  Statement or any amendment
or  supplement  thereto  made in reliance  upon and in  conformity  with written
information  furnished  to the  Company by the  Selling  Holders of  Registrable
Securities, any Holder, or any underwriter expressly for use in the Registration
Statement  (or any  amendment  thereto) or the  Prospectus  (or any amendment or
supplement  thereto) or (B) resulting  from the use of the  Prospectus  during a
period  when  the use of the  Prospectus  has  been  suspended  or is  otherwise
unavailable  for sales  thereunder in accordance with Sections  2.1(b),  2.1(c),
2.2(a),  2.3(a), 2.4, 2.6 or 4(c) hereof,  PROVIDED,  in each case, that Holders
received prior notice of such suspension or other unavailability.  The foregoing
indemnity with respect to any untrue statement contained in or any omission from
a  Prospectus  shall not inure to the  benefit  of any  Selling  Holder  (in its
capacity as Selling  Holder),  or any person who controls  such party within the
meaning  of  Section  15 of the 1933 Act or Section 20 of the 1934 Act from whom
the  person  asserting  any such  loss,  liability,  claim,  damage  or  expense
purchased any of the Registrable  Securities that are the subject  thereof,  was
not sent or given a copy of such Prospectus (as amended or supplemented) by such
Selling  Holder (in its  capacity as Selling  Holder) to the extent such Selling
Holder (in its  capacity as Selling  Holder) was required by law to deliver such
Prospectus as amended or supplemented,  at or prior to the written  confirmation
of the sale of such Registrable Securities and the untrue statement contained in
or  the  omission  from  such  Prospectus  was  corrected  in  such  amended  or
supplemented Prospectus,  unless such failure resulted from noncompliance by the
Company with its  obligations  hereunder to furnish such Selling  Holder (in its
capacity  as  Selling  Holder),  with  copies of such  Prospectus  as amended or
supplemented.

                  (b) In the case of any registration of Registrable Securities,
each Selling  Holder  agrees,  severally and not jointly,  to indemnify and hold
harmless the Company,  each Initial  Purchaser,  each  underwriter,  if any, who
participates  in an offering of  Registrable  Securities  and the other  Selling
Holders and each of their  respective  directors  and officers  (including  each
officer of the Company who signed the  Registration  Statement) and each Person,
if any, who controls the Company, any Initial Purchaser,  any underwriter or any
other Selling Holder within the meaning of Section 15 of the 1933 Act or Section
20 of the 1934 Act,  against  any and all loss,  liability,  claim,  damage  and
expense whatsoever  described in the indemnity contained in Section 5(a) hereof,
as incurred, but only with respect to untrue statements or omissions, or alleged
untrue  statements  or  omissions,  made in the  Registration  Statement (or any
amendment thereto) or the Prospectus (or any amendment or supplement thereto) in
reliance  upon and in  conformity  with  written  information  furnished  to the
Company by such Holder expressly for use in the  Registration  Statement (or any
amendment thereto),  or the Prospectus (or any amendment or supplement thereto);
PROVIDED,  HOWEVER, that no such Holder shall be liable for any claims hereunder
in excess of the amount of net proceeds received by such Holder from the sale of
Registrable Securities pursuant to such Registration Statement.

                  (c) In case any action shall be commenced involving any Person
in respect of which indemnity may be sought pursuant to either  paragraph (a) or
(b) above, such Person (the  "indemnified  party") shall give notice as promptly
as  reasonably  practicable  to each Person  against whom such  indemnity may be
sought (the  "indemnifying  party"),  but  failure to so notify an  indemnifying
party shall not relieve such indemnifying party from any liability  hereunder to
the extent it is not materially  prejudiced as a result thereof and in any event
shall not  relieve it from any  liability  which it may have  otherwise  than on
account of this indemnity agreement. In the case of parties indemnified pursuant
to Section 5(a) above,  counsel for such indemnified  parties shall be chosen by
such indemnified  parties,  and, in the case of parties indemnified  pursuant to
Section 5(b) above, counsel to such indemnified parties shall be selected by the
Company. An indemnifying party may participate at its own expense in the defense
of such action; PROVIDED,  HOWEVER, that counsel to the indemnifying party shall
not (except  with the consent of the  indemnified  party) also be counsel to the
indemnified party. In no event shall the indemnifying party or parties be liable
for the fees and  expenses of more than one  counsel  (in  addition to any local
counsel)  separate  from  their  own  counsel  for all  indemnified  parties  in
connection with any one action or separate but similar or related actions in the
same jurisdiction  arising out of the same general allegations or circumstances.
No  indemnifying  party  shall,   without  the  prior  written  consent  of  the
indemnified  parties,  settle  or  compromise  or  consent  to the  entry of any
judgment with respect to any litigation,  or any  investigation or proceeding by
any  governmental  agency  or  body,  commenced  or  threatened,  or  any  claim
whatsoever in respect of which  indemnification  or contribution could be sought
under  this  Section 5 (whether  or not the  indemnified  parties  are actual or
potential  parties thereof),  unless such settlement,  compromise or consent (i)
includes an unconditional  release of each indemnified  party from all liability
arising out of such litigation, investigation, proceeding or claim and (ii) does
not include a statement as to or an admission of fault, culpability or a failure
to act by or on behalf of any indemnified party.

                  (d) If at any time an  indemnified  party shall have requested
an indemnifying  party to reimburse the indemnified  party for fees and expenses
of  counsel,  such  indemnifying  party  agrees  that it shall be liable for any
settlement  of the nature  contemplated  by  Section  5(a)(ii)  hereof  effected
without its written  consent if (i) such settlement is entered into more than 45
days after receipt by such  indemnifying  party of the aforesaid  request,  (ii)
such  indemnifying  party  shall  have  received  notice  of the  terms  of such
settlement  at least 30 days prior to such  settlement  being  entered  into and
(iii) such  indemnifying  party shall not have reimbursed such indemnified party
in  accordance  with  such  request  prior  to  the  date  of  such  settlement.
Notwithstanding  the  immediately   preceding  sentence,   if  at  any  time  an
indemnified  party shall have requested an  indemnifying  party to reimburse the
indemnified party for fees and expenses of counsel,  an indemnifying party shall
not be liable for any settlement of the nature  contemplated by Section 5(a)(ii)
effected  without its consent if such  indemnifying  party (i)  reimburses  such
indemnified  party in  accordance  with such  request to the extent it considers
such  request  to  be  reasonable  and  (ii)  provides  written  notice  to  the
indemnified  party  substantiating  the unpaid balance as unreasonable,  in each
case prior to the date of such settlement.

                  (e)  If  the  indemnification  provided  for  in  any  of  the
indemnity  provisions set forth in this Section 5 is for any reason  unavailable
to or  insufficient  to hold  harmless  an  indemnified  party in respect of any
losses, liabilities,  claims, damages or expenses referred to therein, then each
indemnifying  party shall  contribute  to the  aggregate  amount of such losses,
liabilities, claims, damages and expenses incurred by such indemnified party, as
incurred,  (i) in such  proportion  as is  appropriate  to reflect the  relative
benefits  received by such  indemnifying  party or parties on the one hand,  and
such  indemnified  party or  parties on the other and from the  offering  of the
Registrable  Securities  included in such  offering;  or (ii) if the  allocation
provided by clause (i) is not permitted by applicable law, in such proportion as
is appropriate to reflect not only the relative  benefits  referred to in clause
(i) above but also the relative fault of such  indemnifying  party or parties on
the one hand,  and such  indemnified  party or  parties  on the other  hand,  in
connection  with the  statements  or  omissions  which  resulted in such losses,
liabilities,  claims,  damages  or  expenses,  as  well  as any  other  relevant
equitable  considerations.  The  relative  fault of such  indemnifying  party or
parties on the one hand, and such indemnified party or parties on the other hand
shall be determined by reference to, among other things, whether any such untrue
or alleged untrue  statement of a material fact or omission or alleged  omission
to state a material fact relates to  information  supplied by such  indemnifying
party or parties and such indemnified party or parties and the parties' relative
intent,  knowledge,  access to information and opportunity to correct or prevent
such  statement  or  omission.  The Company  and the Holders of the  Registrable
Securities  agree  that it  would  not be just  and  equitable  if  contribution
pursuant to this Section 5 were determined by PRO RATA  allocation  (even if the
Selling Holders of Registrable  Securities  were treated as one entity,  and the
Holders were treated as one entity,  for such  purpose) or by another  method of
allocation which does not take account of the equitable  considerations referred
to above in Section 5. The  aggregate  amount of  losses,  liabilities,  claims,
damages and expenses  incurred by an indemnified  party and referred to above in
this Section 5 shall be deemed to include any legal or other expenses reasonably
incurred by such  indemnified  party in  investigating,  preparing  or defending
against any  litigation,  or any  investigation  or proceeding by a governmental
agency or body, commenced or threatened,  or any claim whatsoever based upon any
such untrue or alleged  untrue  statement  or omission or alleged  omission.  No
Person  guilty of  fraudulent  misrepresentation  (within the meaning of Section
11(f) of the 1993 Act) shall be entitled to contribution from any Person who was
not guilty of such fraudulent misrepresentation. For purposes of this Section 5,
each Person, if any, who controls a Holder within the meaning of this Section 15
of the 1933 Act or  Section  20 of the 1934 Act  shall  have the same  rights to
contribution as such Holder,  and each director of the Company,  each officer of
the Company who signed the Registration Statement,  and each Person, if any, who
controls the Company within the meaning of Section 15 of the 1933 Act or Section
20 of the 1934 Act shall have the same rights to contribution as the Company.

                  Section 6. MISCELLANEOUS.
                             -------------

                  (a)  REMEDIES.  In the event of a breach by the Company of any
of its obligations under this Agreement,  each Holder and Permitted Holders,  in
addition to being entitled to exercise all rights provided herein, or granted by
law, including recovery of damages,  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 any of the provisions of this Agreement and hereby further agrees that in the
event of any action for specific performance in respect of such breach, it shall
waive the defense that a remedy at large would be adequate.

                  (b) NO INCONSISTENT AGREEMENTS.  The Company and the Permitted
Holders will not enter into any agreement which is inconsistent  with the rights
granted to the Holders of Warrants and Registrable  Securities in this Agreement
or otherwise  conflicts  with the provisions  hereof.  The rights granted to the
Holders  hereunder do not in any way conflict with and are not inconsistent with
the rights granted to the holders of the Company's  other issued and outstanding
securities, if any, under any such agreements.

                  (c) NO PIGGY-BACK ON DEMAND  REGISTRATIONS.  The Company shall
not  grant  to any of its  securityholders  (other  than  the  Holders  in  such
capacity)  the right to  include  any of their  securities  in any  Registration
Statement filed pursuant to a Demand Registration.

                  (d) AMENDMENTS AND WAIVERS.  The provisions of this Agreement,
including  the  provisions  of this  sentence,  may not be amended,  modified or
supplemented,  and waivers or consents to departures from the provisions  hereof
may not be given,  otherwise than with the prior written  consent of the Holders
and  Permitted  Holders  of not less  than a  majority  of the then  outstanding
Warrants and each class and series of Registrable Securities and with respect to
Sections affecting the rights or obligations of the Permitted Holders hereunder,
the Permitted Holders who hold not less than a majority of shares of the capital
stock held by the Permitted Holders;  PROVIDED,  HOWEVER, that, for the purposes
of this Agreement,  Warrants and Registrable Securities that are owned, directly
or  indirectly,  by the Company or any of their  Affiliates are not deemed to be
outstanding.  Notwithstanding the foregoing,  a waiver or consent to depart from
the provisions  hereof with respect to a matter that relates  exclusively to the
rights of one or more Holders and  Permitted  Holders and that does not directly
or indirectly affect the rights of other Holders and other Permitted Holders may
be given by a  majority  of the  Holders  and  Permitted  Holders  so  affected;
PROVIDED,  HOWEVER,  that the  provisions  of this  sentence may not be amended,
modified  or  supplemented  except  in  accordance  with the  provisions  of the
immediately  preceding sentence.  Notwithstanding  the foregoing,  no amendment,
modification,  supplement,  waiver or consent with respect to Section 5 shall be
made or given  otherwise than the prior written  consent of each Person affected
thereby.

                  (e) NOTICES. All notices and other communications provided for
or permitted  hereunder  shall be made in writing by hand  delivery,  registered
first-class mail, telecopier, or any courier guaranteeing overnight delivery (i)
if to a Holder or a Permitted Holder, at the most current address of such Holder
or such  Permitted  Holder as set forth in the  register for the Warrants or the
Registrable  Securities or the securities  owned by the Permitted  Holders,  and
(ii) if to the Company, as provided in the Warrant Agreement.

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

                  (f) SUCCESSORS AND ASSIGNS.  This Agreement shall inure to the
benefit of and be binding upon the successors  and permitted  assigns of each of
the parties and shall inure to the benefit of each Holder.  If any transferee of
any Holder  shall  acquire  Registrable  Securities,  in any manner,  whether by
operation of law or  otherwise,  such  Warrants,  Warrants  Shares or securities
shall be held subject to all of the terms of this  Agreement,  and by taking and
holding such securities such Person shall be conclusively  deemed to have agreed
to be bound by and to perform all of the terms and  provisions of this Agreement
and such Person  shall be entitled to receive the benefits  hereof.  The Company
may not assign  any of its rights or  obligations  hereunder  without  the prior
written  consent of each Holder of Registrable  Securities and each  indemnified
party under  Section  5(a).  Notwithstanding  the  foregoing,  no  successor  or
assignee of the Company shall have any rights granted under the Agreement  until
such person shall  acknowledge its rights and obligations  hereunder by a signed
written statement of such person's acceptance of such rights and obligations.

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

                  (h)  GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY AND
                       -------------
 CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

                  (i)  SEVERABILITY.   If  any  term,  provision,   covenant  or
restriction of this Agreement is held by a court of competent jurisdiction to be
invalid, illegal, void or unenforceable, the remainder of the terms, provisions,
covenants  and  restrictions  set forth  herein  shall  remain in full force and
effect and shall in no way be affected, impaired or invalidated, and the parties
hereto shall use their best efforts to find and employ an  alternative  means to
achieve the same or substantially  the same result as that  contemplated by such
term, provision,  covenant or restriction.  It is hereby stipulated and declared
to be the  intention of the parties that they would have  executed the remaining
terms, provisions, covenants and restrictions without including any of such that
may be hereafter declared invalid, illegal, void or unenforceable.

                  (j)  HEADINGS.   The  headings  in  this   Agreement  are  for
convenience  of  reference  only and  shall not limit or  otherwise  affect  the
meaning  hereof.  All  references  made  in  this  Agreement  to  "Section"  and
"paragraph"  refer  to such  Section  or  paragraph  of this  Agreement,  unless
expressly stated otherwise.

                  (k)  ENTIRE  AGREEMENT.  This  Agreement,  together  with  the
Warrant  Agreement,  is intended by the parties as a final  expression  of their
agreement,  and is  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 and therein.  This Agreement and the Warrant  Agreement
supersede  all prior  agreements  and  understandings  between the parties  with
respect to such subject matter.

                  (l) SECURITIES HELD BY THE COMPANY OR ITS AFFILIATES. Whenever
the  consent or approval of Holders of a  specified  percentage  of  Registrable
Securities or Warrants is required hereunder, Registrable Securities or Warrants
held by the Company or by any of its affiliates (as such term is defined in Rule
405 under the  Securities  Act) shall not be counted (in either the numerator or
the  denominator)  in determining  whether such consent or approval was given by
the Holders of such required percentage.



<PAGE>



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

                                           PATHNET TELECOMMUNICATIONS, INC.

                                           By: /s/ W. R. Smedberg V
                                           ------------------------------------
                                           Name:
                                           Title:

                                           SPECTRUM EQUITY INVESTORS, L.P.,
                                           In its Capacity as a Permitted Holder

                                           By:/s/ Chris J Maroni
                                           ------------------------------------
                                           Name:  K. J. Maroni
                                           Title: illegible

                                           NEW ENTERPRISE ASSOCIATES VI,Limited
                                           Partnership,
                                           In its Capacity as a Permitted Holder

                                           By: /s/ illegible
                                           ------------------------------------
                                           Name:
                                           Title:

                                           ONSET ENTERPRISE ASSOCIATES II, L.P.,
                                           In its Capacity as a Permitted Holder
                                           By:

                                           By: /s/ R Kuhling
                                           ------------------------------------
                                           Name: Robert F. Kuhling
                                           Title: General Partner
                                                  The General Partner of
                                                  ONSET Enterprise Associates II
                                                       L.P.

                                           FBR TECHNOLOGY VENTURE PARTNERS,L.P.,
                                           In its Capacity as a Permitted Holder

                                           By: /s/ illegible
                                           ------------------------------------
                                           Name:  Gene Riechers
                                                  Managing Director
                                                  FBR Technology Venture
                                                       Partners, L.P.


<PAGE>


                                           TORONTO DOMINION CAPITAL (USA) INC.,
                                           In its Capacity as a Permitted Holder

                                           By:/s/ Martha L. Gariepy
                                           ------------------------------------
                                           Name:  Martha L. Gariepy
                                                  Secretary/Treasurur

                                           GROTECH PARTNERS IV, L.P.,
                                           In its Capacity as a Permitted Holder

                                           By:/s/ Patrick J. Kerins
                                           ------------------------------------
                                           Name: Patrick J. Kerins
                                           Title: Managing Director

                                             /s/ Richard Jalkut
                                           ------------------------------------
                                           Richard A. Jalkut