REGISTRATION RIGHTS AGREEMENT

     THIS REGISTRATION  RIGHTS AGREEMENT (this  "Agreement") is made and entered
into as of May 1, 2000,  among  Cedar  Avenue LLC (the  "Purchaser"),  a limited
liability  Company  organized  under  the laws of the  Cayman  Islands,  THOMSON
KERNAGHAN  &  CO.  LIMITED  (the  "Placement   Agent,"),   an  Ontario  (Canada)
corporation,  and  WAVETECH  INTERNATIONAL,   INC.  (the  "Company"),  a  Nevada
corporation.

     This  Agreement  is  made  with  reference  to  the  following   facts  and
circumstances:

     A. The  Purchaser  and the Company have entered into a Securities  Purchase
Agreement dated May 1, 2000 (the "Securities  Purchase  Agreement).  Capitalized
terms used but not defined in this Agreement shall have the meanings ascribed to
them in the  Securities  Purchase  Agreement.  The term "Holder"  shall mean the
Company,  the Transfer Agent,  any assignee or transferee of a Warrant,  and any
other owner of Registrable Securities.

     B. It is a condition to the consummation of the  transactions  contemplated
by the  Securities  Purchase  Agreement  that the parties hereto enter into this
Agreement.

     NOW, THEREFORE, the parties hereto agree as follows:

                                    ARTICLE I

                     REGISTRATION OF REGISTRABLE SECURITIES

     Section 1.01.  REGISTRABLE  SECURITIES.  As used in this Agreement the term
"Registrable  Securities"  means the Conversion  Shares and the Warrant  Shares;
PROVIDED,  HOWEVER,  that with respect to any particular  Registrable  Security,
such security  shall cease to be a Registrable  Security when, as of the date of
determination,  (i) it has been effectively  registered under the Securities Act
of 1933,  as amended (the  "Securities  Act") and disposed of pursuant  thereto,
(ii)  registration  under  the  Securities  Act is no  longer  required  for the
immediate public  distribution of such security as a result of the provisions of
Rule 144(k)  promulgated  under the Securities Act, or (iii) it has ceased to be
outstanding.  In  the  event  of  any  merger,  reorganization,   consolidation,
recapitalization  or other change in corporate  structure  affecting  the Common
Stock,  the term  "Registrable  Securities"  shall also  include any  securities
issued or issuable in exchange for the Conversion Shares or the Warrant Shares.

     Section 1.02. REGISTRATION RIGHTS.

     (a) The Company  shall,  at its at the sole expense  (except as provided in
Section  1.02(c)  hereof),  prepare and file with the  Securities  and  Exchange
Commission ("the SEC"),  within forty-five (45) days after the Subscription Date
(the "Registration  Deadline"),  a registration  statement on Form S-3 under the
Securities Act (the "Registration  Statement"),  providing for a public offering
to be made on a continuous  basis pursuant to Rule 415 under the Securities Act,
relating to the offer and sale of all Registrable Securities.  The Company shall
use its best efforts to cause the Registration  Statement to become effective as
soon as practical  after its filing and in any event  within one hundred  twenty
(120)  days  from the  Subscription  Date or  within  five (5)  days  after  the
Company's  receipt of a "no review" letter from the SEC (whichever occurs first,
the "Effectiveness  Deadline").  The number of shares of Common Stock designated
in the  Registration  Statement  to be  registered  shall be two hundred  (200%)

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percent of the number of shares that would be  required  if all the  Registrable
Securities  were  issued  on the  day  before  the  filing  of the  Registration
Statement.

     (b) The  Company  shall  use its  best  efforts  to keep  the  Registration
Statement  continuously  effective,  and shall file in a timely  manner all post
effective  amendments and supplements thereto, in order to permit the prospectus
forming part thereof to be useable by the Holders  until the earliest of (i) the
date that all of the  Registrable  Securities  have been  sold  pursuant  to the
Registration Statement,  (ii) the date the Holders receive an opinion of counsel
that all of the  Registrable  Securities may be sold under the provisions of SEC
Rule 144(k), or (iii) five and one half years after the Subscription Date.

     (c)  The  Company  shall  pay all  fees,  disbursements  and  out-of-pocket
expenses and costs incurred by it in connection with the preparation, filing and
maintaining the current status of the Registration  Statement under this Article
I, and in complying with  applicable  securities  and Blue Sky laws  (including,
without limitation,  all reasonable attorneys' fees). Each Holder shall bear the
cost of underwriting discounts, if any, applicable to the Registrable Securities
being  registered  and the fees and expenses of its counsel.  The Company  shall
qualify any of the securities for sale in such states as the Holders  reasonably
designate.  However,  the Company  shall not be required to qualify in any state
that will require an escrow or other restriction  relating to the Company or the
sellers.  The Company at its expense  will supply the Holders with copies of the
Registration  Statement and  prospectus or offering  circular  included tin this
Agreement,  all exhibits,  amendments and supplements thereto, and other related
documents in such quantities the Holders may reasonably request.

     (d) As used in this Agreement,  the term  "Registration  Default Day" shall
mean:  (i) If the  Company  has not  filed  the  Registration  Statement  by the
Registration  Deadline,  then each day  thereafter  until the Company  files the
Registration  Statement;  (ii)  if the SEC has  not  declared  the  Registration
Statement  effective by the  Effectiveness  Deadline,  then each day  thereafter
until the SEC declares the Registration Statement effective; and (iii) each day,
from the effective date of the  Registration  Statement  until the date that the
Company is no longer required to keep the Registration Statement effective, that
the Registration  Statement is not effective and current.  For each Registration
Default Day, the Company shall pay each Holder, on demand, an amount equal to 2%
per month of the product of the number of  Registrable  Securities  then held by
such Holder multiplied by the price paid or payable to the Company for each such
Registrable  Security.  The Company shall pay Liquidated Damages to each Holder,
at the Company's option, either (i) in cash, or (ii) in Registrable  Securities,
the number of which shall be determined by multiplying  the amount of Liquidated
Damages  by the Bid Price on the date of the  Company's  election  to be paid in
Registrable  Securities.  If the  Company  elects to pay  Liquidated  Damages in
Registrable  Securities,  then it shall promptly file an amendment  (including a
post-effective  amendment,  to the extent the SEC rules permit, if necessary) to
the  Registration   Statement   registering  the  resale  of  those  Registrable
Securities.  The  parties  hereto  agree  that it  would  be  difficult,  if not
impossible  to  accurately  fix the amount of damages that  Holders  would incur
because of the occurrence of Registration  Default Days, and that the Liquidated
Damages  are a fair,  reasonable  and  equitable  under the  circumstances.  The
payment of Liquidated Damages shall not relieve the Company from its obligations
to register the Registrable  Securities pursuant to this Section. The provisions
of  this  paragraph  shall  not  prevent  any  Holder  from  obtaining  specific
performance of the Company's obligations under Section 1.02.

     Section  1.03.  INCIDENTAL  REGISTRATION.  If,  at any time  following  the
Effective Time, The Company proposes to file a Registration Statement other than

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the  Shelf  Registration  Statement  (an  "Incidental  Registration")  under the
Securities  Act with  respect  to an  offering  of Common  Stock (i) for its own
account (other than a  Registration  Statement on Form S-4 or S-8 (or any filing
on any  substitute  form that may be adopted by the Commission for a transaction
for which Form S-4 or S-8 is  currently  available))  or (ii) the account of any
holder of Common Stock,  the Company shall give written  notice of such proposed
filing  (including  the  proposed  date  thereof)  to the  Holders  as  soon  as
practicable,  but in any  event  not less than 10 days  before  the  anticipated
filing date and such notice shall offer each Holder the  opportunity to register
such number of  Registrable  Securities as such Holder shall  request.  Upon the
written  direction of any such Holder (which  direction shall specify the number
of  Registrable  Securities  intended to be disposed  of by any  Holder),  given
within 10 days following the receipt by the Holders of any such written  notice,
The Company  shall use its  reasonable  best  efforts to cause to be  registered
under the Securities Act all of the Registrable Securities that each such Holder
has  requested to be  registered;  PROVIDED,  that, if The Company does not file
such registration statement by the proposed filing date, the Company shall again
comply  with the notice  provisions  of this  Section  1.03 prior to filing such
registration statement.  Notwithstanding  anything contained herein, if the lead
underwriter  of an offering  involving an Incidental  Registration  notifies The
Company that the inclusion of such  Registrable  Securities would (i) materially
and adversely  affect the price of the Common Stock to be offered or (ii) result
in a  greater  amount  of Common  Stock  being  offered  than the  market  could
reasonably absorb, then the number of Registrable Securities to be registered by
Holders  shall  be  reduced  to  the  extent  that,  in the  lead  underwriter's
reasonable  judgment,  neither of the effects in the  foregoing  clauses (i) and
(ii) would  result  from the  number of shares of Common  Stock  proposed  to be
issued by The Company.  Any  reduction  in the amount of a Holder's  Registrable
Securities to be included in an Incidental  Registration  shall be made on a pro
rata basis  with other  holders of  registration  rights  participating  in such
Incidental Registration.

     Section  1.04.   UNDERWRITING   REQUIREMENTS.   In   connection   with  any
underwritten  offering,  the Company shall not be required under Section 1.02 of
this Agreement to include shares of Registrable  Securities in such underwritten
offering unless the holder of such shares of Registrable  Securities accepts the
terms of the underwriting of such offering that have been reasonably agreed upon
between the Company and the underwriters selected by the Company.

     Section  1.05.  REGISTRATION  PROCEDURES.  If and  whenever  the Company is
required by any of the provisions of this  Agreement to effect the  registration
of any of the Registrable Securities under the Securities Act, the Company shall
(except as otherwise provided in this Agreement), as expeditiously as possible:

     (a) prepare and file with the SEC such  amendments  and  supplements to the
Registration Statement and the prospectus used in connection therewith as may be
necessary to keep such registration  statement  effective and to comply with the
provisions of the Securities  Act with respect to the sale or other  disposition
of all securities covered by such registration  statement whenever the Holder of
such securities shall desire to sell or otherwise dispose of the same (including
prospectus supplements with respect to the sales of securities from time to time
in connection  with a registration  statement  pursuant to Rule 415  promulgated
under the Securities Act);

     (b) furnish to each Holder such  numbers of copies of a summary  prospectus
or other  prospectus,  including a  preliminary  prospectus  or any amendment or
supplement  to any  prospectus,  in  conformity  with  the  requirements  of the
Securities Act, and such other documents,  as such Holder may reasonably request
in order to facilitate  the public sale or other  disposition  of the securities
owned by such Holder;

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     (c) use its best effort to register and qualify the  securities  covered by
the Registration  Statement under such other securities or blue sky laws of such
jurisdictions as the Holder shall reasonably  request,  and do any and all other
acts and things  which may be  necessary  or  advisable to enable each Holder to
consummate  the public sale or other  disposition  in such  jurisdiction  of the
securities owned by such Holder,  except that the Company shall not for any such
purpose be required to qualify to do  business as a foreign  corporation  in any
jurisdiction  win  this  Agreement  it is not so  qualified  or to file tin this
Agreement any general consent to service of process;

     (d) use its best efforts to list such securities on the Principal Market;

     (e) enter into and perform its obligations under an underwriting agreement,
if the offering is an underwritten  offering,  in usual and customary form, with
the managing underwriter or underwriters of such underwritten offering;

     (f)  notify  each  Holder  at  any  time  when  a  prospectus  relating  to
Registrable  Securities covered by the Registration  Statement is required to be
delivered  under the Securities  Act, of the occurrence of any event of which it
has knowledge as a result of which the prospectus  included in the  Registration
Statement, as then in effect, includes an untrue statement of a material fact or
omits to state a  material  fact  required  to be stated tin this  Agreement  or
necessary to make the  statements tin this Agreement not misleading in the light
of the circumstances then existing.

     Section  1.06.   INFORMATION  BY  HOLDER.   Each  Holder  included  in  any
registration  shall  furnished to the Company such  information  regarding  such
Holder and the  distribution  proposed by such Holder as the Company may request
in  writing  and as shall  be  required  in  connection  with any  registration,
qualification or compliance referred to in this Agreement.

     Section 1.07.  TRANSFER OF REGISTRATION  RIGHTS. Any holder of a Warrant or
Registrable   Securities  may  transfer  its  rights  under  this  Agreement  in
connection with any transfer of such Warrant or Registrable  Securities effected
in compliance with applicable law.

     Section 1.08. PUBLIC  INFORMATION.  The Company covenants to make available
"adequate current public information"  concerning the Company within the meaning
of  Rule  144(c)  under  the  Securities  Act so long as any  Holder  holds  any
Registrable Securities.

                                   ARTICLE II

                                 INDEMNIFICATION

     Section 2.01. INDEMNIFICATION; CONTRIBUTION.

     (a) INDEMNIFICATION BY THE COMPANY. The Company shall, and it hereby agrees
to,  indemnify  and hold  harmless  each Holder,  such  Holder's  directors  and
officers,  each person, if any, who controls, is subject to control of or who is
in common  control  with such  Holder  (an  "Affiliate"),  and each  person  who
participates  as a  placement  or sales agent or as an  underwriter  (within the
meaning  of  the  Securities  Act)  in  any  offering  or  sale  of  Registrable
Securities,  against any losses,  claims,  damages or liabilities  ("Losses") to
which such Holder,  Affiliate,  agent or  underwriter  may become  subject under
Securities  Act or otherwise,  insofar as such Losses (or actions or proceedings
in  respect  thereof)  arise out of or are based  upon an  untrue  statement  or
alleged  untrue  statement  of a material  fact  contained  in any  registration
statement or prospectus  contained therein or arise out of or are based upon any
omission or alleged  omission to state  therein a material  fact  required to be

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stated therein or necessary to make the statements  therein not misleading,  and
the Company  shall,  and it hereby agrees to,  reimburse such Holder or any such
Affiliate,  agent or underwriter for any legal or other  out-of-pocket  expenses
reasonably  incurred by them (but not in excess of expenses  incurred in respect
of one counsel for all of them  unless  there is an actual  conflict of interest
between any indemnified parties, which indemnified parties may be represented by
separate counsel) in connection with investigating or defending any such action,
proceeding or claim;  PROVIDED,  HOWEVER, that the indemnity agreement contained
in this Section  2.01(a)  shall not apply to amounts paid in  settlement  of any
such Loss or action if such  settlement  is effected  without the consent of the
Company which consent shall not be  unreasonably  withheld;  PROVIDED,  FURTHER,
that the Company  shall not be liable to any such person in any such case to the
extent  that any such Loss or  expense  arises out of or is based upon an untrue
statement or alleged  untrue  statement or omission or alleged  omission made in
such registration  statement or prospectus  contained therein,  in reliance upon
and in  conformity  with  written  information  furnished to the Company by such
Holder or any Affiliate,  agent,  underwriter or  representative  of such Holder
expressly for use therein,  or by such Holder's  failure to furnish the Company,
upon request,  with the information  with respect to such Holder,  such Holder's
directors and officers,  or any agent,  underwriter  or  representative  of such
Holder, or such Holder's intended method of distribution, that is the subject of
the untrue  statement or omission or if the Company  shall sustain the burden of
proving that such Holder, such Holder's directors and officers, or such agent or
underwriter  sold securities to the person alleging such Loss without sending or
giving,  at or prior to the  written  confirmation  of such sale,  a copy of the
applicable  prospectus  (excluding  any  documents   incorporated  by  reference
therein)  or of the  applicable  prospectus,  as then  amended  or  supplemented
(excluding any documents  incorporated by reference  therein) if the Company had
previously furnished copies thereof to such Holder or such agent or underwriter,
and such prospectus  corrected such untrue statement or alleged untrue statement
or omission or alleged omission made in such registration statement.

     (b) INDEMNIFICATION BY HOLDERS. Each Holder participating in a registration
pursuant to this Agreement  shall  severally and not jointly  indemnify and hold
harmless the Company,  each of its directors and officers,  each person, if any,
who  controls  the Company  within the meaning of the  Securities  Act, and each
agent and any  underwriter for the Company (within the meaning of the Securities
Act)  against  any Losses,  joint or  several,  to which the Company or any such
director, officer,  controlling person, agent or underwriter may become subject,
under the Securities Act or otherwise, insofar as such Losses (or proceedings in
respect  thereof) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in such  registration  statement
on the effective date thereof  (including  any  prospectus  filed under Rule 424
under the Securities Act or any amendments or supplements  thereto) or arise out
of or are  based  upon the  omission  or  alleged  omission  to state  therein a
material fact required to be stated  therein or necessary to make the statements
therein not misleading, in each case to the extent, but only to the extent, that
such  untrue  statement  or alleged  untrue  statement  or  omission  or alleged
omission was made in such registration statement or prospectus, or amendments or
supplements thereto, in reliance upon and in conformity with written information
furnished by or on behalf of such Holder  expressly for use in  connection  with
such  registration  statement  or  prospectus,  or by such  Holder's  failure to
furnish the Company,  upon request,  with the  information  with respect to such
Holder,  such  Holder's  directors and officers,  or any agent,  underwriter  or
representative of such Holder, or such Holder's intended method of distribution,
that is the subject of the untrue  statement or omission;  and such Holder shall
reimburse any legal or other expenses  reasonably incurred by the Company or any
such director,  officer,  controlling  person,  agent or underwriter (but not in
excess of  expenses  incurred  in respect of one  counsel for all of them unless
there is an actual conflict of interest between any indemnified  parties,  which
indemnified  parties may be represented by separate  counsel) in connection with

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investigating or defending any such Loss or action; PROVIDED,  HOWEVER, that the
indemnity agreement contained in this Section 2.01(b) shall not apply to amounts
paid in  settlement  of any such Loss or action if such  settlement  is effected
without  the  consent  of the Holder  which  consent  shall not be  unreasonably
withheld.

     (c) NOTICE OF CLAIMS.  Promptly after receipt by an indemnified party under
subsection (a) or (b) above of written notice of the  commencement of any action
or  proceeding  for which  indemnification  under  subsection  (a) or (b) may be
requested,  such indemnified  party shall,  without regard to whether a claim in
respect  thereof is to be made  against an  indemnifying  party  pursuant to the
indemnification  provisions of, or as contemplated by, this Section 2.01, notify
such  indemnifying  party in  writing  of the  commencement  of such  action  or
proceeding;  but the  omission  so to notify the  indemnifying  party  shall not
relieve  it from any  liability  which it may have to any  indemnified  party in
respect  of  such  action  or  proceeding  on  account  of  the  indemnification
provisions  of or  contemplated  by Section  2.01(a) or Section  2.01(b)  hereof
unless the indemnifying  party was materially  prejudiced by such failure of the
indemnified  party to give such  notice,  and in no event  shall  such  omission
relieve  the  indemnifying  party from any other  liability  it may have to such
indemnified  party.  In case any such  action  or  proceeding  shall be  brought
against any indemnified  party and it shall notify an indemnifying  party of the
commencement  thereof,  such indemnifying party shall be entitled to participate
therein  and,  to the extent  that it shall  determine,  jointly  with any other
indemnifying  party  similarly  notified,  to assume the defense  thereof,  with
counsel  reasonably  satisfactory to such indemnified  party,  and, after notice
from the  indemnifying  party to such  indemnified  party of its  election so to
assume the defense thereof,  such indemnifying party shall not be liable to such
indemnified party for any legal or any other expenses  subsequently  incurred by
such  indemnified  party,  in  connection  with the defense  thereof  other than
reasonable  costs of  investigation  (unless such  indemnified  party reasonably
objects to such  assumption on the grounds that there may be defenses  available
to it which are different from or in addition to the defenses  available to such
indemnifying party, in which event the indemnified party shall have the right to
control its defense and shall be  reimbursed by the  indemnifying  party for the
expenses  incurred  in  connection  with  retaining  separate  counsel).  If the
indemnifying party is not entitled to, or elects not to, assume the defense of a
claim,  it will not be  obligated  to pay the fees and expenses of more than one
counsel (in addition to local counsel) for each  indemnified  party with respect
to such claim. The  indemnifying  party will not be subject to any liability for
any settlement made without its consent, which consent shall not be unreasonably
withheld or delayed. No indemnifying party will consent to entry of any judgment
or  enter  into  any  settlement   agreement   which  does  not  include  as  an
unconditional  term  thereof  the giving by the  claimant or  plaintiff  to such
indemnified  party of a release  from all  liability in respect of such claim or
litigation.

     (d) CONTRIBUTION.  Each Holder participating in a registration  pursuant to
this   Agreement   and  the  Company   agree  that  if,  for  any  reason,   the
indemnification  provisions  contemplated  by Section 2.01(a) or Section 2.01(b)
hereof are  unavailable to or are  insufficient  to hold harmless an indemnified
party in respect of any Losses (or actions or  proceedings  in respect  thereof)
referred to therein, then each indemnifying party shall contribute to the amount
paid or payable by such indemnified party as a result of such Losses (or actions
or  proceedings  in respect  thereof) in such  proportion as is  appropriate  to
reflect the relative fault of, and benefits derived by, the  indemnifying  party
and  the   indemnified   party,   as  well  as  any  other  relevant   equitable
considerations.  The relative fault of such  indemnifying  party and indemnified
party shall be  determined  by  reference  to, among other  things,  whether the
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 by such  indemnified  party,  and the  parties'  relative
intent,  knowledge,  access to information and opportunity to correct or prevent
such  statement or omission.  The parties hereto agree that it would not be just

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and equitable if  contribution  pursuant to this Section 2.01(d) were determined
(i)  by pro  rata  allocation  (even  if  the  Holder  or  any  agents  for,  or
underwriters of, the Registrable Securities, or all of them, were treated as one
entity for such purpose);  or (ii) by any other method of allocation  which does
not take  account of the  equitable  considerations  referred to in this Section
2.01(d).  The amount paid or payable by an indemnified  party as a result of the
Losses (or actions or proceedings in respect thereof) referred to above shall be
deemed to include  (subject  to the  limitations  set forth in  Section  2.01(c)
hereof)  any  legal  or  other  fees or  expenses  reasonably  incurred  by such
indemnified party in connection with investigating or defending any such action,
proceeding or claim.  No person guilty of fraudulent  misrepresentation  (within
the  meaning of  Section  11(f) of the  Securities  Act)  shall be  entitled  to
contribution   from  any  person   who  was  not   guilty  of  such   fraudulent
misrepresentation.

     (e) BENEFICIARIES OF INDEMNIFICATION.  The obligations of the Company under
this Section 2.01 shall be in addition to any  liability  that it may  otherwise
have and shall  extend,  upon the same terms and  conditions,  to each  officer,
director,  partner  and  member  of  each  Holder  requesting  or  joining  in a
registration  pursuant to this  Agreement and each agent and  underwriter of the
Registrable  Securities and each person, if any, who controls such Holder or any
such agent or  underwriter  within the meaning of the  Securities  Act;  and the
obligations of such Holder and any agents or  underwriters  contemplated by this
Section  2.01 shall be in  addition  to any  liability  that such  Holder or its
respective  agent or underwriter  may otherwise have and shall extend,  upon the
same  terms  and  conditions,  to  each  officer  and  director  of the  Company
(including  any  person  who,  with his  consent,  is named in any  Registration
Statement as about to become a director of the  Company) and to each person,  if
any, who controls the Company within the meaning of the Securities Act.

                                   ARTICLE III

                               GENERAL PROVISIONS

     Section 3.01. NOTICES. All notices and other communications hereunder shall
be in writing and shall be deemed given if delivered personally or by commercial
delivery  service,  or mailed by  registered or certified  mail (return  receipt
requested) or sent via facsimile (with acknowledgment of complete  transmission)
to the parties at the following  addresses (or at such other address for a party
as shall be specified by like notice):

     (a)  IF  TO THE COMPANY:
              Wavetech International Inc.
              5210 East Williams Circle, Suite 200
              Tucson, Arizona 85711
              Attention: Gerald I. Quinn, President
              Facsimile No. (520) 750-9194

            WITH A COPY THAT DOES NOT CONSTITUTE NOTICE TO:
              Squire, Sanders & Dempsey L.L.P.
              40 North Central, Suite 2700
              Phoenix, Arizona 85004
              Attention: Gregory R. Hall
              Facsimile No. (602) 253-8129

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     (b)  IF TO THE INVESTOR:
              Cedar Avenue LLC
              Corporate Center
              Windward One, West Bay Road
              PO Box 31106 SMB
              Grand Cayman, Cayman Islands
              Attention:  David Sims
              Facsimile No. (284) 494-4771

            WITH A COPY THAT DOES NOT CONSTITUTE NOTICE TO:
              John M. Mann
              Attorney at Law
              1330 Post Oak Boulevard, Suite 2800
              Houston, Texas 77056-3060
              Facsimile No. (713) 622-7185

     (c)  IF TO THE PLACEMENT AGENT:
              Thomson Kernaghan & Col Limited
              365 Bay Street, Tenth Floor
              Toronto, Ontario M5H 2V2, Canada
              Attention: Ms. Michelle McKinnon
              Facsimile No. (416) 367-8055

            WITH A COPY THAT DOES NOT CONSTITUTE NOTICE TO:
              John M. Mann
              Attorney at Law
              1330 Post Oak Boulevard, Suite 2800
              Houston, Texas 77056-3060
              Facsimile No. (713) 622-7185

     Section  3.02,  AMENDMENT.  This  Agreement  may not be amended or modified
except (a) by an instrument  in writing  signed by, or on behalf of, the parties
hereto or (b) by a waiver in accordance with Section 3.05 of this Agreement.

     Section 3.03.  WAIVER.  Any party to this Agreement may as to it (a) extend
the time for the performance of any obligations or other acts of any other party
hereto or (b) waive  compliance  with any  agreements  or  conditions  contained
herein.  Any such  extension  or waiver  shall be valid  only if set forth in an
instrument in writing signed by the party to be bound thereby. Any waiver of any
term or condition shall not be construed as a waiver of any subsequent breach or
a subsequent  waiver of the same term or condition,  or as a waiver of any other
term or condition, of this Agreement.  The failure of any party to assert any of
its rights hereunder shall not constitute a waiver of any of such rights.

     Section   3.04.   SURVIVAL.    The   several    indemnities,    agreements,
representations, warranties and each other provision set forth in this Agreement
and made pursuant hereto shall remain in full force and effect regardless of any
investigation  (or statement as to the results  thereof) made by or on behalf of
any party,  any director or officer of such party, or any controlling  person of
any  of the  foregoing,  and  shall  survive  the  transfer  of any  Registrable
Securities  by  the  Stockholder,   and  the  indemnification  and  contribution
provisions  set forth in Section 2.01 hereof shall survive  termination  of this
Agreement. Section 3.05. COUNTERPARTS.  This Agreement may be executed in one or
more  counterparts,  all of which shall be considered one and the same agreement
and shall become  effective  when one or more  counterparts  have been signed by
each of the parties and delivered to the other party,  it being  understood that
all parties need not sign the same counterpart.

                                      -8-
<PAGE>
     Section 3.06. ENTIRE AGREEMENT;  ASSIGNMENT.  This Agreement, the schedules
and  Exhibits  hereto,  together  with  the  other  Transaction  Documents:  (a)
constitute  the entire  agreement  among the parties with respect to the subject
matter  hereof and  supersede  all prior  agreements  and  understandings,  both
written and oral,  among the parties with respect to the subject  matter hereof;
and (b)  shall  not be  assigned  by  operation  of law or  otherwise  except as
otherwise specifically provided.

     Section  3.07.  SEVERABILITY.  In the  event  that  any  provision  of this
Agreement  or the  application  thereof,  becomes or is  declared  by a court of
competent  jurisdiction to be illegal,  void or unenforceable,  the remainder of
this Agreement will continue in full force and effect so long as the economic or
legal substance of the transactions  contemplated  hereby is not affected in any
manner  materially  adverse to any party. The parties further agree to negotiate
in good faith to replace such void or unenforceable  provision of this Agreement
with a  valid  and  enforceable  provision  that  will  achieve,  to the  extent
possible,   the  economic,   business  and  other   purposes  of  such  void  or
unenforceable provision.

     Section 3.08.  CHOICE OF LAW; VENUE;  JURISDICTION.  This Agreement and the
other  Transaction  Documents shall be construed and enforced in accordance with
the laws of the State of  Arizona,  except  for (i)  matters  arising  under the
federal  securities  laws,  which shall be construed  and enforced in accordance
with those laws,  (ii) matters  relating to the  Company's  organization,  which
shall be governed by the laws of the  jurisdictions  of its  incorporation,  and
(iii) if any provision of this  Agreement or any other  Transaction  Document is
unenforceable  under Arizona law but is enforceable  under the laws of the State
of New York, then New York law shall govern the  construction and enforcement of
that  provision.  Any  controversy  or claim  arising out of or relating to this
Agreement or any other  Transaction  Document  (whether in contract or tort,  or
both, or at law or in equity) shall be determined by binding  arbitration in the
Borough  of  Manhattan,  City of New York,  in  accordance  with the  Commercial
Arbitration Rules (the "Rules") of the American Bar Association,  before a panel
of three arbitrators, one appointed by each of the Investor and the Company, and
the third chosen by the two so appointed.  If the two arbitrators  chosen by the
parties cannot agree on a third,  then the third shall be selected in accordance
with the Rules.  The prevailing  party in any  arbitration  proceeding  shall be
awarded reasonable  attorneys fees and costs of the proceeding.  The arbitration
award  shall be final,  and may be  entered  in any court  having  jurisdiction.
Nothing in this paragraph  shall preclude  either party from applying to a court
for temporary  equitable relief,  when appropriate,  pending and subject to such
temporary  orders and permanent award as the arbitrator or arbitrators may make.
The parties  hereby consent to the exclusive  jurisdiction  of the United States
District Court for the Southern District of New York for that purpose.

     Section  3.08.  SPECIFIC   PERFORMANCE.   The  parties  hereto  agree  that
irreparable  damage would occur in the event that any of the  provisions of this
Agreement  were not performed in accordance  with their  specific  terms or were
otherwise breached.  It is accordingly agreed that the parties shall be entitled
to an injunction or  injunctions  to prevent  breaches of this  Agreement and to
enforce  specifically the terms and provisions hereof in any court of the United
States or any state  having  jurisdiction,  this being in  addition to any other
remedy to which they are entitled at law or in equity.

                                      -9-
<PAGE>
     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
executed  as of the  date  first  written  above by  their  respective  officers
thereunto duly authorized or in their individual capacities, as applicable.

WAVETECH INTERNATIONAL, INC.

By /s/ Gerald I. Quinn
  ---------------------------------
  Gerald I. Quinn, President

Date Signed  May 1, 2000
           ------------------------


CEDAR AVENUE LLC
By Navigator Management Ltd., Director

By /s/ David Sims
  ---------------------------------
  David Sims, Director

Date Signed  April 28, 2000
           ------------------------


THOMSON KERNAGHAN & CO. LIMITED

By /s/ Michelle McKinnon
  ---------------------------------
  Michelle McKinnon

Date Signed  May 11, 2000
           ------------------------

                                      -10-