REGISTRATION RIGHTS AGREEMENT
     This  Registration  Rights Agreement (the "Agreement"), is made as of March
9,  2000  by  and among Viatel, Inc. a Delaware corporation (the "Company"), and
the  security  holders  listed  on  Schedule  I  to  this  Agreement.

WHEREAS,  the  Company  and  the Initial Holders (as herein defined) (or certain
Affiliates  of the Initial Holders) entered into a Securities Purchase Agreement
dated  February  1,  2000  (the  "Securities  Purchase  Agreement");

WHEREAS,  it  is  a  condition  precedent  to  the  closing  of the transactions
contemplated  in  the  Securities  Purchase  Agreement  that  the parties hereto
execute  and  deliver  this  Agreement;

NOW  THEREFORE,  in consideration of the premises, mutual promises and covenants
contained  in  this  Agreement  and  intending  to be legally bound, the parties
hereto  hereby  agree  as  follows:

                                    Article I
                                   Definitions

     Section  1.01.  Definitions.  Terms  defined  in  the  Securities  Purchase
Agreement are used herein as therein defined.  In addition, the following terms,
as  used  herein,  have  the  following  meanings:

     "Chase  Holders" means the Initial Chase Holders and any direct or indirect
transferee  of  any  Registrable  Securities  held by the Initial Chase Holders.
"Commission"  means  the  Securities  and  Exchange  Commission.

"Demand Registration" means a registration under the Securities Act requested in
accordance  with  Section  2.01.

"HMTF  Holders"  means  the  Initial  HMTF  Holders  and  any direct or indirect
transferee  of  any  Registrable Securities initially held by any of the Initial
HMTF  Holders.

"Holders"  means  the  collective  reference  to  the HMTF Holders and the Chase
Holders.

"Initial  Chase Holders" means Chase Equity Associates, LLC, a limited liability
company  organized  under  the  laws  of  the  State  of Delaware, or any of its
Affiliates.

"Initial  HMTF  Holders"  means  HMTF  Bridge  Viatel,  LLC,  HMEU  Viatel  I-EQ
Coinvestors,  LLC, HMEU Viatel I-SBS Coinvestors, LLC, HM Viatel PG Europe, LLC,
HMEU  Viatel  Qualified  Fund,  LLC,  and  HMEU  Viatel  Private  Fund,  LLC.

"Initial  Holders" means the Initial HMTF Holders and the Initial Chase Holders.

"Piggyback  Registration"  has  the  meaning  set  forth  in  Section  2.02.

"Registrable  Common  Stock"  means  the  shares  of  Common  Stock  issued upon
conversion  of  the  Registrable  Series  B-1 Preferred Stock or the Registrable
Series  C  Preferred Stock or upon exercise of the Warrants, plus any additional
shares  of  Common  Stock issued in respect thereof in connection with any stock
split,  stock  dividend  or  similar  event  with  respect  to the Common Stock.
"Registrable Securities" means (a) the Registrable Series B Preferred Stock, (b)
the  Registrable  Series C Preferred Stock, (c) the Registrable Common Stock and
(d) any securities of the Company or any successor entity into which Registrable
Common  Stock,  Registrable  Series  B  Preferred  Stock or Registrable Series C
Preferred  Stock  may  hereafter  be converted or changed.  As to any particular
Registrable Securities, such securities shall cease to be Registrable Securities
when  (i)  a  registration statement with respect to the sale of such securities
shall  have  become effective under the Securities Act and such securities shall
have  been  disposed  of under such registration statement, (ii) such securities
shall  have  been  transferred pursuant to Rule 144, (iii) such securities shall
have  been  otherwise  transferred or disposed of, and new certificates therefor
not  bearing  a legend restricting further transfer shall have been delivered by
the  Company,  and  subsequent transfer or disposition of them shall not require
their  registration  or  qualification  under  the Securities Act or any similar
state  law  then  in  force,  or  (iv)  such  securities shall have ceased to be
outstanding.

"Registrable  Series  B  Preferred  Stock" means the collective reference to the
Registrable  Series  B-1  Preferred  Stock  and Registrable Series B-2 Preferred
Stock.

"Registrable  Series  B-1  Preferred Stock" means the Series B-1 Preferred Stock
issued pursuant to the Securities Purchase Agreement, plus any additional shares
of  Series  B-1 Preferred Stock, if any, issued in respect thereof in connection
with any stock split, stock dividend or similar event with respect to the Series
B-1  Preferred  Stock  or  the  conversion of any shares of Series B-2 Preferred
Stock.

"Registrable  Series  B-2  Preferred Stock" means the Series B-2 Preferred Stock
issued pursuant to the Securities Purchase Agreement, plus any additional shares
of  Series  B-2 Preferred Stock, if any, issued in respect thereof in connection
with any stock split, stock dividend or similar event with respect to the Series
B-2  Preferred  Stock  or  the  conversion of any shares of Series B-1 Preferred
Stock.

"Registrable  Series  C  Preferred Stock" means the shares of Series C Preferred
Stock,  if  any,  issued upon conversion of the Registrable Series B-2 Preferred
Stock  or  exercise  of  the  Warrants,  plus  any additional shares of Series C
Preferred  Stock, if any, issued in respect thereof in connection with any stock
split,  stock  dividend  or similar event with respect to the Series C Preferred
Stock  or  the  conversion  of  any shares of Series B Preferred Stock or Common
Stock.

"Registration  Expenses"  has  the  meaning  set  forth  in  Section  3.02.
"Requesting  Holders"  means  the  Holders requesting a Demand Registration, and
shall  include  parties  deemed  "Requesting  Holders"  pursuant  to  Section
2.01(a)(iv)  or  Section  2.01(a)(v),  as  applicable.

"Rule  144" means Rule 144 (or any successor rule of similar effect) promulgated
under  the  Securities  Act.

"Rule  415" means Rule 415 (or any successor rule of similar effect) promulgated
under  the  Securities  Act.

"Selling Holder" means any Holder who is selling Registrable Securities pursuant
to  a  public  offering  registered  hereunder.

"Series  B  Preferred Stock" means the Series B-1 Preferred Stock and the Series
B-2  Preferred  Stock,  par  value  $0.01  per  share.

"Series  B-1  Preferred  Stock" means the Company's 7.50% Cumulative Convertible
Preferred  Stock,  Series  B-1,  par  value  $0.01  per  share.

"Series  B-2  Preferred  Stock" means the Company's 7.50% Cumulative Convertible
Preferred  Stock,  Series  B-2,  par  value  $0.01  per  share.

"Series  C  Preferred  Stock"  means the Company's Series C Preferred Stock, par
value  $0.01  per  share.

"Shelf  Registration"  has  the  meaning  set  forth  in  Section  2.03(a).

"Underwriter" means a securities dealer who purchases any Registrable Securities
as  principal  and  not  as  part  of  such  dealer's  market-making activities.

"Warrants"  means  the  A-1 Warrants, the A-2 Warrants, the B-1 Warrants and the
B-2  Warrants (each as defined in the Securities Purchase Agreement) to purchase
Common  Stock.

     Section  2.02.  Internal  References.  Unless  the  context  indicates
otherwise,  references  to  Articles, Sections and paragraphs shall refer to the
corresponding  articles,  sections  and  paragraphs  in  this  Agreement,  and
references  to  the  parties  shall  mean the parties to the Securities Purchase
Agreement.
                                   Article III

                               Registration Rights

  Section  3.01.  Demand  Registration.  (a)(i)  Holders of a majority of the
Registrable  Securities  held  by  the  HMTF  Holders may make up to two written
requests  for  a  Demand  Registration  of  all  or  any part of the Registrable
Securities  held  by  such  HMTF  Holders;  provided,  that (A) each such Demand
Registration  by  the  HMTF Holders must be in respect of Registrable Securities
with a fair market value of at least $50,000,000, and (B) the HMTF Holders shall
not  be entitled to a Demand Registration if, during the 120 days preceding such
request,  either  the  HMTF  Holders had requested a Demand Registration (unless
such Demand Registration was preempted pursuant to Section 2.01(e)), or the HMTF
Holders were given the opportunity to participate in a Piggyback Registration in
accordance  with  Section  2.02 and either (1) failed to notify the Company of a
desire to participate in such Piggyback Registration or (2) notified the Company
of  a desire to participate in such Piggyback Registration and were able to sell
in  such  Piggyback  Registration  at  least  80%  of the Registrable Securities
requested  by  the  HMTF  Holders to be included in such Piggyback Registration.

    (ii)  Holders  of a majority of the Registrable Securities held by the Chase
Holders  may make up to two written requests for a Demand Registration of all or
any  part  of  the  Registrable Securities held by such Chase Holders; provided,
that  (A)  each such Demand Registration by the Chase Holders must be in respect
of  Registrable Securities with a fair market value of at least $50,000,000, and
(B)  the Chase Holders shall not be entitled to a Demand Registration if, during
the  120  days  preceding such request, either the Chase Holders had requested a
Demand  Registration  (unless such Demand Registration was preempted pursuant to
Section 2.01(e)), or the Chase Holders were given the opportunity to participate
in  a  Piggyback  Registration  in  accordance  with Section 2.02 and either (1)
failed  to  notify  the  Company  of  a  desire to participate in such Piggyback
Registration  or  (2)  notified  the  Company of a desire to participate in such
Piggyback  Registration  and were able to sell in such Piggyback Registration at
least  80%  of  the  Registrable Securities requested by the Chase Holders to be
included  in  such  Piggyback  Registration.

(iii) Any request for a Demand Registration will specify the aggregate number of
shares  of  Registrable Securities proposed to be sold by the Requesting Holders
and  will  also  specify  the  intended  method  of  disposition  thereof.  A
registration  will  not  count  as  a  Demand  Registration  until it has become
effective.  Should a Demand Registration not become effective due to the failure
of  a  Requesting  Holder to perform its obligations under this Agreement or the
inability of the Requesting Holders to reach agreement with the Underwriters for
the  proposed sale on price or other customary terms for such transaction, or in
the  event  the Requesting Holders withdraw or do not pursue the request for the
Demand  Registration (in each of the foregoing cases, provided that at such time
the Company is in compliance in all material respects with its obligations under
this  Agreement),  then,  subject  to  Section 2.01(b), such Demand Registration
shall  be  deemed  to  have  been  effected  (provided,  that (i) if, the Demand
Registration  does  not  become  effective because a material adverse change has
occurred,  or  is  reasonably  likely  to  occur, in the condition (financial or
otherwise),  business,  assets  or  results of operations of the Company and its
subsidiaries taken as a whole subsequent to the date of the written request made
by the Requesting Holders, (ii) if the Company withdraws the Demand Registration
for any reason, or (iii) if, after the Demand Registration has become effective,
an  offering  of Registrable Securities pursuant to a registration is interfered
with  by  any  stop  order,  injunction,  or  other  order or requirement of the
Commission  or  other governmental agency or court, then the Demand Registration
shall  not  be  deemed  to  have  been  effected  and will not count as a Demand
Registration).

(iv)  Upon  receipt  of  any  request for a Demand Registration by holders of a
majority  of  the  Registrable  Securities held by the HMTF Holders, the Company
shall  promptly  (but  in any event within ten (10) days) give written notice of
such  proposed  Demand Registration to all other HMTF Holders, and all such HMTF
Holders  shall  have  the  right,  exercisable  by written notice to the Company
within  fifteen  (15) days of their receipt of the Company's notice, to elect to
include in such Demand Registration such portion of their Registrable Securities
as they may request.  All such HMTF Holders requesting to have their Registrable
Securities  included  in  a Demand Registration in accordance with the preceding
sentence shall be deemed to be "Requesting Holders" for purposes of this Section
2.01.

(v)  Upon  receipt  of  any  request  for a Demand Registration by holders of a
majority  of  the  Registrable Securities held by the Chase Holders, the Company
shall  promptly  (but  in any event within ten (10) days) give written notice of
such  proposed  Demand  Registration  to  all  other  Chase Holders and all such
Holders  shall  have  the  right,  exercisable  by written notice to the Company
within  fifteen  (15) days of their receipt of the Company's notice, to elect to
include in such Demand Registration such portion of their Registrable Securities
as  they  may  request.  All  such  Holders requesting to have their Registrable
Securities  included  in  a Demand Registration in accordance with the preceding
sentence shall be deemed to be "Requesting Holders" for purposes of this Section
2.01.
     (b)  In  the  event that the Requesting Holders withdraw or do not pursue a
request  for a Demand Registration and, pursuant to Section 2.01(a) hereof, such
Demand  Registration  is  deemed  to have been effected, the HMTF Holders or the
Chase  Holders, as the case may be, may reacquire such Demand Registration (such
that  the  withdrawal  or failure to pursue a request will not count as a Demand
Registration hereunder) if the Selling Holders reimburse the Company for any and
all  Registration  Expenses  incurred  by  the  Company  in connection with such
request  for  a  Demand  Registration.

(c)  If  the  Requesting  Holders  so  elect,  the  offering of such Registrable
Securities  pursuant to such Demand Registration shall be in the form of a "firm
commitment"  underwritten  offering.  A  majority  in interest of the Requesting
Holders  shall  have  the  right  to  select  the  managing Underwriters and any
additional  investment  bankers  and  managers to be used in connection with any
offering  under  this  Section  2.01,  subject  to the Company's approval, which
approval  shall  not  be  unreasonably  withheld.

(d)  The  Requesting  Holders  will inform the Company of the time and manner of
any  disposition  of Registrable Common Stock, and agree to reasonably cooperate
with the Company in effecting the disposition of the Registrable Common Stock in
a  manner  that  does not unreasonably disrupt the public trading market for the
Common  Stock;  provided,  however,  that  the  Holders'  only  right to a shelf
registration  statement  shall  be  pursuant  to  Section  2.03.

(e)  The  Company  will have the right to preempt any Demand Registration with a
primary  registration  by  delivering written notice (within seven business days
after  the  Company has received a request for such Demand Registration) of such
intention  to  the  Selling  Holder indicating that the Company has identified a
specific  business  need and use for the proceeds of the sale of such securities
and  the  Company  shall use commercially reasonable efforts to effect a primary
registration  within  60  days  of  such  notice.  In  the  ensuing  primary
registration,  the  Holders  will have such piggyback registration rights as are
set  forth in Section 2.02 hereof.  Upon the Company's preemption of a requested
Demand  Registration, such requested registration will not count as the Holders'
Demand  Registration.  The  Company  may  exercise the right to preempt a Demand
Registration only twice in any 360-day period; provided, that during any 360-day
period  the  Company shall use its reasonable best efforts to permit a period of
at  least  120  consecutive  days  during which the Selling Holders may effect a
Demand  Registration.

(f)  No  securities  to  be  sold  for  the account of any Person (including the
Company)  other  than  a  Requesting  Holder  shall  be  included  in  a  Demand
Registration  unless  the  managing Underwriter or Underwriters shall advise the
Company  and  the  Requesting  Holders  in  writing  that  the inclusion of such
securities will not materially and adversely affect the price of the offering (a
"Material  Adverse Effect").  Furthermore, in the event the managing Underwriter
or  Underwriters  shall  advise  the Company or the Requesting Holders that even
after  exclusion  of  all  securities  of  other Persons (including the Company)
pursuant  to  the  immediately  preceding  sentence,  the  amount of Registrable
Securities  proposed  to  be  included in such Demand Registration by Requesting
Holders  is  sufficiently  large  to  cause  a  Material  Adverse  Effect,  the
Registrable  Securities  of the Requesting Holders to be included in such Demand
Registration  shall  equal  the  number  of  shares  which  the  Company and the
Requesting  Holders  are  so  advised  can  be  sold  in such offering without a
Material  Adverse  Effect  and such shares shall be allocated pro rata among the
Requesting  Holders  on  the  basis  of  the  number  of  Registrable Securities
requested  to  be  included  in such registration by each such Requesting Holder
(assuming  that all convertible securities shall have been converted directly or
indirectly  into  Common Stock and such registration statement relates solely to
the  Common  Stock);  provided,  however,  that  if  any  Registrable Securities
requested  to be registered pursuant to a Demand Registration under Section 2.01
are  excluded  from  registration  hereunder,  then  the Holder(s) having shares
excluded ("Excluded Holders") shall have the right to withdraw all, or any part,
of  their  shares  from  such  requested registration.  If any Requesting Holder
shall  have  withdrawn  all of its shares from such requested registration, such
requested  registration  shall  not  count  as  a  Demand  Registration.

     Section 3.02.  Piggyback Registration.  (a) If the Company proposes to file
a registration statement under the Securities Act with respect to an offering of
any  securities  for its own account or for the account of another Person (other
than  a registration statement on Form S-4 or S-8, or, except as provided for in
Section  2.03,  pursuant  to  Rule  415  (or  any  substitute  form  or  rule,
respectively,  that  may  be adopted by the Commission)), the Company shall give
written  notice  of such proposed filing to the Holders at the address set forth
in  the  share register of the Company as soon as reasonably practicable (but in
no event less than fifteen days before the anticipated filing date), undertaking
to  provide  each  Holder  the  opportunity  to  register  on the same terms and
conditions  such  number of Registrable Securities as such Holder may request (a
"Piggyback  Registration").  Each  Holder  will  have  seven business days after
receipt  of  any  such  notice  to notify the Company as to whether it wishes to
participate  in a Piggyback Registration (which notice shall not be deemed to be
a  request  for  a  Demand Registration); provided, that should a Holder fail to
provide  timely  notice  to  the Company, such Holder will forfeit any rights to
participate in the Piggyback Registration with respect to such proposed offering
other  than  as  described  in  Section  2.01(a)(iv)  or  Section 2.01(a)(v), as
applicable.  In  the event that the registration statement is filed on behalf of
a  Person  other than the Company, the Company will use its best efforts to have
the  Registrable  Securities  that  the  Holders  wish  to  sell included in the
registration  statement.  If  the  Company  or the Person for whose account such
offering is being made shall determine in its sole discretion not to register or
to  delay  the  proposed  offering,  the  Company  may, at its election, provide
written  notice  of  such  determination to the Holders and (i) in the case of a
determination  not  to effect the proposed offering, shall thereupon be relieved
of  the  obligation  to  register  such  Registrable  Securities  in  connection
therewith, and (ii) in the case of a determination to delay a proposed offering,
shall  thereupon  be  permitted to delay registering such Registrable Securities
for  the  same  period  as  the  delay  in respect of the proposed offering.  As
between  the  Company  and the Selling Holders, the Company shall be entitled to
select  the  Underwriters  in  connection  with  any  Piggyback  Registration.

     (b)  If  the  Registrable  Securities  requested  to  be  included  in  the
Piggyback Registration by any Holder differ from the type of securities proposed
to be registered by the Company and the managing Underwriter advises the Company
that  due to such differences the inclusion of such Registrable Securities would
cause  a  Material  Adverse  Effect,  then  (i)  the  number  of  such  Holders'
Registrable  Securities  to  be  included in the Piggyback Registration shall be
reduced  to  an  amount which, in the opinion of the managing Underwriter, would
eliminate  such  Material  Adverse Effect or (ii) if no such reduction would, in
the opinion of the managing Underwriter, eliminate such Material Adverse Effect,
then the Company shall have the right to exclude all such Registrable Securities
from  such  Piggyback  Registration,  provided, that no other securities of such
type  are  included  and  offered  for  the  account of any other Person in such
Piggyback  Registration.  Any  partial  reduction  in  number  of  Registrable
Securities  of  any Holder to be included in the Piggyback Registration pursuant
to  clause  (i) of the immediately preceding sentence shall be effected pro rata
based on the ratio (and calculated on an as converted basis) which such Holder's
requested shares bears to the total number of shares requested to be included in
such  Piggyback  Registration by all Persons other than the Company who have the
contractual  right to request that their shares be included in such registration
statement  and  who  have requested that their shares be included (assuming that
all convertible securities shall have been converted directly or indirectly into
Common  Stock  and  such  registration  statement  relates  solely to the Common
Stock).  If the Registrable Securities requested to be included in the Piggyback
Registration are of the same type as the securities being registered (which, for
this  purpose,  the Series C Preferred Stock shall be treated the same as Common
Stock)  by the Company and the managing Underwriter advises the Company that the
inclusion  of such Registrable Securities would cause a Material Adverse Effect,
the  Company  will  be  obligated  to  include  in such registration, as to each
Holder,  only  a  portion  of the shares such Holder has requested be registered
equal to the ratio (and calculated on an as converted basis) which such Holder's
requested shares bears to the total number of shares requested to be included in
such  registration  statement  by  all Persons (other than the Person or Persons
initiating  such registration request) who have the contractual right to request
that  their  shares  be  included  in  such  registration statement and who have
requested  their  shares  be  included (assuming that all convertible securities
shall  have  been  converted  directly  or indirectly into Common Stock and such
registration  statement  relates  solely  to  the Common Stock).  If the Company
initiated  the  registration, then the Company may include all of its securities
in  such  registration  statement  before any such Holder's requested shares are
included.  If  another  security  holder  initiated  the  registration, then the
Company  may  not  include  any of its securities in such registration statement
unless  all  Registrable Securities requested to be included in the registration
statement  by  all Holders are included in such registration statement.  If as a
result  of  the  provisions  of  this  Section  2.02(b)  any Holder shall not be
entitled  to  include  all  Registrable  Securities  in a registration that such
Holder  has  requested to be so included, such Holder may withdraw such Holder's
request  to  include Registrable Securities in such registration statement prior
to  its  effectiveness.

     Section  3.03.  Shelf  Registration.  Holders  of  a  majority  of  the
Registrable  Securities  may at any time make a written request that the Company
effect  a  shelf registration of a portion of the Registrable Securities held by
such Holders (the "Shelf Registration") pursuant to Rule 415.  Upon receipt of a
request for the Shelf Registration, the Company shall promptly (but in any event
within  ten (10) days) give written notice of the proposed Shelf Registration to
all  other  Holders,  and each such other Holder shall have the right to include
for offer and sale in the Shelf Registration: (i) prior to the first anniversary
of  the  Closing  Date  (the  "First  Anniversary"),  no  more  than  25% of the
Registrable  Securities  held  by  such  Holder  immediately  after  the Closing
(assuming  the conversion of all Series B Preferred Stock after giving effect to
the  accretion  of  dividends  thereon  and all Series C Preferred Stock and the
exercise  of  all  Warrants)  (directly  or  indirectly in accordance with their
terms),  (ii)  from  and  after  the  First  Anniversary and prior to the second
anniversary  of the Closing Date (the "Second Anniversary"), no more than 50% of
the  Registrable  Securities  held  by such Holder immediately after the Closing
(assuming  the conversion of all Series B Preferred Stock after giving effect to
the  accretion  of  dividends  thereon  and all Series C Preferred Stock and the
exercise  of  all  Warrants)  (directly  or  indirectly in accordance with their
terms),  (iii)  from  and  after  the  Second Anniversary and prior to the third
anniversary  of  the Closing Date (the "Third Anniversary"), no more than 75% of
the  Registrable  Securities  held  by such Holder immediately after the Closing
(assuming  the conversion of all Series B Preferred Stock after giving effect to
the  accretion  of dividends thereon and all Series C Preferred Stock) (directly
or indirectly in accordance with their terms), and (iv) from and after the Third
Anniversary,  all  Registrable  Securities held by such Holder immediately after
the  Closing  (assuming  the  conversion  of  all Series B Preferred Stock after
giving  effect  to the accretion of dividends thereon and all Series C Preferred
Stock  and  the  exercise of all Warrants) (directly or indirectly in accordance
with  their  terms).  Any  reference  to the number of shares held by any Holder
shall  be  determined so as to adjust for any stock splits, dividends or similar
transactions.

                                   Article IV
                             Registration Procedures

     Section  4.01.  Filings;  Information.  In connection with the registration
of  Registrable  Securities  pursuant  to Section 2.01, Section 2.02 and Section
2.03  hereof,  the  Company  will  use its reasonable best efforts to effect the
registration  of  such  Registrable  Securities  as  promptly  as  is reasonably
practicable,  and  in  connection  with  any  such  request:

     (a)  The  Company will expeditiously prepare and file with the Commission a
registration  statement  on  any  form  for which the Company then qualifies and
which  counsel for the Company shall deem appropriate and available for the sale
of the Registrable Securities to be registered thereunder in accordance with the
intended  method of distribution thereof, and use its reasonable best efforts to
cause  such filed registration statement to become and remain effective (i) with
respect  to  any Demand Registration or Piggyback Registration, for such period,
not to exceed 60 days, as may be reasonably necessary to effect the sale of such
securities,  (ii)  with respect to the Shelf Registration, until the sale of all
Registrable  Securities  thereunder; provided, that if the Company shall furnish
to  the  Selling  Holder  a  certificate signed by the Company's Chairman, Chief
Executive  Officer,  President or any Executive or Senior Vice-President stating
that the Company's Board of Directors has determined in good faith that it would
be  detrimental  or otherwise disadvantageous to the Company or its stockholders
for  such  a  registration  statement  to  be filed as expeditiously as possible
because  the  sale  of  Registrable  Securities  covered  by  such  Registration
Statement  or  the  disclosure  of  information  in  any  related  prospectus or
prospectus supplement would materially interfere with any acquisition, financing
or  other  material  event  or  transaction which is then intended or the public
disclosure  of which at the time would be materially prejudicial to the Company,
the Company may postpone the filing or effectiveness of a registration statement
for a period of not more than 120 days; provided, that during any 365-day period
the Company shall use its reasonable best efforts to permit a period of at least
120 consecutive days during which the Company will make a registration statement
available under this Agreement; and provided, further, that if (i) the effective
date of any registration statement filed pursuant to a Demand Registration would
otherwise  be  at least 45 calendar days, but fewer than 90 calendar days, after
the  end  of the Company's fiscal year, and (ii) the Securities Act requires the
Company  to  include  audited  financials as of the end of such fiscal year, the
Company  may  delay  the  effectiveness  of such registration statement for such
period  as  is  reasonably  necessary  to  include therein its audited financial
statements  for  such  fiscal  year.

(b)  Anything  in  this  Agreement  to  the  contrary  notwithstanding,  it  is
understood  and  agreed that the Company shall not be required to keep any shelf
registration  effective  or  useable  for  offers  and  sales of the Registrable
Securities, file a post effective amendment to a shelf registration statement or
prospectus  supplement  or to supplement or amend any registration statement, if
the Company is then involved in discussions concerning, or otherwise engaged in,
any  material financing or investment, acquisition or divestiture transaction or
other material business purpose if the Company determines in good faith that the
making  of  such  a filing, supplement or amendment at such time would interfere
with  such  transaction or purpose.  The Company shall promptly give the Holders
of  Registrable  Securities  written  notice  of  such postponement containing a
general  statement  of the reasons for such postponement and an approximation of
the  anticipated  delay,  which delay shall last no longer than 90 days, no more
than  once  during  any 365-day period.  Upon receipt by a Holder of Registrable
Securities  of notice of an event of the kind described in this Section 3.01(b),
such Holder shall forthwith discontinue such Holder's disposition of Registrable
Securities  until  such  Holder's  receipt  of notice from the Company that such
disposition may continue and of any supplemented or amended prospectus indicated
in  such  notice.  The  Company  shall use its reasonable best efforts to permit
sales  of  Registrable  Securities  on  such shelf registration statement for at
least  120  days  during  any  365-day  period.

(c)  The Company will, if requested, prior to filing such registration statement
or any amendment or supplement thereto, furnish to the Selling Holders, and each
applicable  managing Underwriter, if any, copies thereof, and thereafter furnish
to  the Selling Holders and each such Underwriter, if any, such number of copies
of  such  registration statement, amendment and supplement thereto (in each case
including  all exhibits thereto and documents incorporated by reference therein)
and  the  prospectus  included  in  such  registration statement (including each
preliminary  prospectus)  as  the  Selling  Holders or each such Underwriter may
reasonably request in order to facilitate the sale of the Registrable Securities
by  the  Selling  Holders.

(d)  After  the  filing of the registration statement, the Company will promptly
notify  the  Selling  Holders  of  any  stop  order  issued or, to the Company's
knowledge,  threatened  to  be  issued by the Commission and take all reasonable
actions  required  to  prevent  the  entry of such stop order or to remove it if
entered.

(e)  The  Company  will  use  its commercially reasonable efforts to qualify the
Registrable  Securities  for  offer and sale under such other securities or blue
sky  laws  of  such  jurisdictions  in  the United States as the Selling Holders
reasonably  request;  keep each such registration or qualification (or exemption
therefrom)  effective  during the period in which such registration statement is
required  to  be  kept effective; and do any and all other acts and things which
may  be  reasonably  necessary  or  advisable  to  enable each Selling Holder to
consummate  the  disposition of the Registrable Securities owned by such Selling
Holder in such jurisdictions; provided, that the Company will not be required to
(i)  qualify  generally  to  do  business in any jurisdiction where it would not
otherwise  be  required  to qualify but for this paragraph 3.01(e), (ii) subject
itself  to taxation in any such jurisdiction or (iii) consent to general service
of  process  in  any  such  jurisdiction.

(f)  The  Company will as promptly as is practicable notify the Selling Holders,
at any time when a prospectus relating to the sale of the Registrable Securities
is required by law to be delivered in connection with sales by an Underwriter or
dealer, of the occurrence of any event requiring the preparation of a supplement
or  amendment  to  such  prospectus  so  that,  as  thereafter  delivered to the
purchasers  of  such Registrable Securities, such prospectus will not contain an
untrue  statement of a material fact or omit to state any material fact required
to  be  stated therein or necessary to make the statements therein, in the light
of  the  circumstances  under  which they were made, not misleading and promptly
make  available  to  the  Selling  Holders  and  to  the  Underwriters  any such
supplement  or  amendment.  Upon  receipt of any notice of the occurrence of any
event  of  the  kind  described  in the preceding sentence, Selling Holders will
forthwith  discontinue  the offer and sale of Registrable Securities pursuant to
the registration statement covering such Registrable Securities until receipt by
the  Selling  Holders and the Underwriters of the copies of such supplemented or
amended  prospectus and, if so directed by the Company, the Selling Holders will
deliver  to the Company all copies, other than permanent file copies then in the
possession  of  Selling  Holders,  of  the  most recent prospectus covering such
Registrable  Securities at the time of receipt of such notice.  In the event the
Company shall give such notice, the Company shall extend the period during which
such registration statement shall be maintained effective as provided in Section
3.01(a)  hereof  by  the number of days during the period from and including the
date  of  the  giving  of  such  notice  to the date when the Company shall make
available  to  the  Selling  Holders  such  supplemented  or amended prospectus.

(g)  The Company will enter into customary agreements (including an underwriting
agreement  in  customary  form)  and  take such other actions as are required in
order  to  expedite  or  facilitate  the  sale  of  such Registrable Securities.

(h)  At  the  request  of  any  managing  Underwriter  in  connection  with  an
underwritten  offering  the  Company  will  furnish  (i)  an opinion of counsel,
addressed  to  the Underwriters, covering such customary matters as the managing
Underwriter  may reasonably request and (ii) a comfort letter or comfort letters
from  the  Company's  independent  public  accountants  covering  such customary
matters  as  the  managing  Underwriter  may  reasonably  request.

(i)  If requested by the managing Underwriter or any Selling Holder, the Company
shall  promptly  incorporate  in  a  prospectus  supplement  or  post  effective
amendment  such  information  as  the managing Underwriter or any Selling Holder
reasonably  requests  to be included therein, including without limitation, with
respect  to  the  Registrable  Securities being sold by such Selling Holder, the
purchase  price  being paid therefor by the Underwriters and with respect to any
other  terms  of  the  underwritten offering of the Registrable Securities to be
sold in such offering, and promptly make all required filings of such prospectus
supplement  or  post  effective  amendment.

(j)  The  Company  shall  promptly  make available for inspection by any Selling
Holder  or  Underwriter  participating  in  any  disposition  pursuant  to  any
registration  statement,  and  any  attorney,  accountant  or  other  agent  or
representative retained by any such Selling Holder or Underwriter (collectively,
the  "Inspectors"),  all  financial  and  other  records,  pertinent  corporate
documents  and properties of the Company (collectively, the "Records"), as shall
be  reasonably  necessary  to  enable  them  to  exercise  their  due  diligence
responsibility,  and  cause  the  Company's officers, directors and employees to
supply  all  information requested by any such Inspector in connection with such
registration  statement;  provided,  however, that unless the disclosure of such
Records  is  necessary  to  avoid  or  correct a misstatement or omission in the
registration  statement  or the release of such Records is ordered pursuant to a
subpoena  or  other  order  from  a court of competent jurisdiction, the Company
shall  not be required to provide any information under this subparagraph (j) if
(A)  the Company believes, after consultation with counsel for the Company, that
to  do  so  would cause the Company to forfeit an attorney-client privilege that
was  applicable  to  such  information  or  (B)  if  either  (1) the Company has
requested  and  been  granted from the Commission confidential treatment of such
information  contained  in  any filing with the Commission or documents provided
supplementally  or  otherwise  or  (2) the Company reasonably determines in good
faith  that  such  Records  are  confidential  and so notifies the Inspectors in
writing  unless  prior to furnishing any such information with respect to (A) or
(B)  such Holder of Registrable Securities requesting such information agrees to
enter  into  a  confidentiality  agreement  in  customary  form  and  subject to
customary  exceptions;  provided,  further,  however,  that  each  Holder  of
Registrable  Securities  agrees  that  it will, upon learning that disclosure of
such  Records is sought in a court of competent jurisdiction, give notice to the
Company  and  allow the Company, at its expense, to undertake appropriate action
and  to  prevent  disclosure  of  the  Records  deemed  confidential.

(k)  The  Company  shall  cause  the  Registrable  Securities  included  in  any
registration  statement to be (A) listed on each securities exchange, if any, on
which  similar  securities  issued  by  the  Company  are  then  listed,  or (B)
authorized  to  be quoted and/or listed (to the extent applicable) on the Nasdaq
National  Market  if  the  Registrable  Securities  so  qualify.

(l)  The  Company  shall  provide  a CUSIP number for the Registrable Securities
included in any registration statement not later than the effective date of such
registration  statement.

(m)  The  Company  shall cooperate with each Selling Holder and each Underwriter
participating  in  the  disposition  of  such  Registrable  Securities and their
respective  counsel  in connection with any filings required to be made with the
National  Association  of  Securities  Dealers,  Inc.

(n)  The  Company  shall during the period when the prospectus is required to be
delivered  under  the Securities Act, promptly file all documents required to be
filed  with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange  Act.

(o)  The  Company will make generally available to its security holders, as soon
as reasonably practicable, an earnings statement covering a period of 12 months,
beginning  within  three  months  after  the  effective date of the registration
statement,  which  earnings  statement  shall  satisfy the provisions of Section
11(a)  of  the  Securities  Act  and the rules and regulations of the Commission
thereunder.
     The  Company  may require Selling Holders promptly to furnish in writing to
the  Company  such  information  regarding  such  Selling  Holders,  the plan of
distribution  of the Registrable Securities and other information as the Company
may  from  time  to  time  reasonably  request  or as may be legally required in
connection  with  such  registration.

 Section  4.02.  Registration Expenses.  In connection with any Registration
effected  hereunder,  the  Company  shall pay the following expenses incurred in
connection  with  such  registration  (the  "Registration  Expenses"):  (i)
registration and filing fees with the Commission and the National Association of
Securities  Dealers,  Inc., (ii) fees and expenses of compliance with securities
or  blue  sky  laws  (including  reasonable fees and disbursements of counsel in
connection  with  blue  sky qualifications of the Registrable Securities), (iii)
printing  expenses,  (iv)  fees  and  expenses  incurred  in connection with the
listing  or  quotation  of  the Registrable Securities, (v) fees and expenses of
counsel  to  the  Company  and  the  reasonable fees and expenses of independent
certified  public  accountants  for  the  Company  (including  fees and expenses
associated with the special audits or the delivery of comfort letters), (vi) the
reasonable  fees  and expenses of any additional experts retained by the Company
in  connection with such registration, (vii) all roadshow costs and expenses not
paid  by  the  Underwriters  and  (viii) the reasonable fees and expenses of one
counsel  to  Selling  Holders.

                                   Article V
                        Indemnification and Contribution

   Section  5.01.  Indemnification  by  the  Company.  The  Company  agrees to
indemnify  and  hold  harmless  each Selling Holder and its Affiliates and their
respective  officers,  directors,  partners,  stockholders,  members, employees,
agents  and  representatives  and  each Person (if any) which controls a Selling
Holder  within the meaning of either Section 15 of the Securities Act or Section
20  of  the  Exchange Act, from and against any and all losses, claims, damages,
liabilities,  costs  and  expenses (including reasonable attorneys' fees) caused
by, arising out of, resulting from or related to any untrue statement or alleged
untrue  statement  of  a material fact contained or incorporated by reference in
any  registration statement or prospectus relating to the Registrable Securities
(as  amended  or supplemented if the Company shall have furnished any amendments
or supplements thereto) or any preliminary prospectus, or caused by any omission
or  alleged  omission  to  state  therein  a material fact required to be stated
therein  or  necessary  to  make  the  statements therein not misleading, except
insofar  as  such  losses, claims, damages or liabilities are caused by or based
upon any information furnished in writing to the Company by or on behalf of such
Selling  Holder  expressly for use therein or by the Selling Holder's failure to
deliver  a copy of the registration statement or prospectus or any amendments or
supplements  thereto  after  the  Company  has furnished the Selling Holder with
copies of the same; provided, however, that the Company shall have no obligation
to  indemnify under this sentence to the extent any such losses, claims, damages
or  liabilities  have  been  finally and non-appealably determined by a court to
have resulted from such Selling Holder's willful misconduct or gross negligence.
The  Company  also  agrees  to  indemnify  any  Underwriters  of the Registrable
Securities,  their  officers  and  directors  and  each person who controls such
Underwriters  on  substantially the same basis as that of the indemnification of
the  Selling  Holders  provided  in  this  Section  4.01, except insofar as such
losses,  claims,  damages  or  liabilities  are  caused  by  or  based  upon any
information  furnished  in  writing  to  the  Company  by  or  on behalf of such
Underwriter expressly for use therein or by the Underwriter's failure to deliver
a  copy  of  the  registration  statement  or  prospectus  or  any amendments or
supplements  thereto after the Company has furnished the Underwriter with copies
of  the  same;  provided,  however, that the Company shall have no obligation to
indemnify  under this sentence to the extent any such losses, claims, damages or
liabilities  have  been finally and non-appealably determined by a court to have
resulted  from  any  such  Underwriter's willful misconduct or gross negligence.

     Section  5.02.  Indemnification  by  Selling  Holders.  Each Selling Holder
agrees  to  indemnify and hold harmless the Company, its officers and directors,
and each Person, if any, which controls the Company within the meaning of either
Section  15  of the Securities Act or Section 20 of the Exchange Act to the same
extent  as  the foregoing indemnity from the Company to each Selling Holder, but
only  with reference to information furnished in writing by or on behalf of such
Selling  Holder  expressly  for  use in any registration statement or prospectus
relating  to the Registrable Securities, or any amendment or supplement thereto,
or any preliminary prospectus.  Each Selling Holder also agrees to indemnify and
hold harmless any Underwriters of the Registrable Securities, their officers and
directors  and  each  person who controls such Underwriters on substantially the
same  basis  as  that  of  the  indemnification  of the Company provided in this
Section  4.02, but only with reference to information furnished in writing by or
on behalf of such Selling Holder expressly for use in any registration statement
or  prospectus  relating  to  the  Registrable  Securities,  or any amendment or
supplement  thereto,  or any preliminary prospectus.  Each such Selling Holder's
liability under this Section 4.02 shall be limited to an amount equal to the net
proceeds  (after  deducting  the underwriting discount and expenses) received by
such Selling Holder from the sale of such Registrable Securities by such Selling
Holder.  The obligation of such Selling Holder to indemnify shall be several and
not  joint.

Section  5.03.  Conduct  of Indemnification Proceedings.  In case any proceeding
(including  any  governmental  investigation)  shall be instituted involving any
Person  in  respect of which indemnity may be sought pursuant to Section 4.01 or
Section  4.02,  such  Person (the "Indemnified Party") shall promptly notify the
Person  against  whom such indemnity may be sought (the "Indemnifying Party") in
writing  and  the Indemnifying Party, upon the request of the Indemnified Party,
shall  retain  counsel  reasonably  satisfactory  to  such  Indemnified Party to
represent  such  Indemnified  Party  and  any  others the Indemnifying Party may
designate in such proceeding and shall pay the reasonable fees and disbursements
of  such  counsel  related  to  such  proceeding.  In  any  such proceeding, any
Indemnified  Party  shall have the right to retain its own counsel, but the fees
and  expenses  of such counsel shall be at the expense of such Indemnified Party
unless  (i) the Indemnifying Party and the Indemnified Party shall have mutually
agreed  to  the  retention of such counsel or (ii) the named parties to any such
proceeding  (including any impleaded parties) include both the Indemnified Party
and  the  Indemnifying  Party  and,  in  the  written opinion of counsel for the
Indemnified  Party,  representation of both parties by the same counsel would be
inappropriate  due  to actual or potential differing interests between them.  It
is  understood  that  the  Indemnifying  Party shall not, in connection with any
proceeding  or  related  proceedings in the same jurisdiction, be liable for the
fees  and  expenses  of more than one separate firm of attorneys (in addition to
any  local  counsel)  at any time for all such Indemnified Parties, and that all
such fees and expenses shall be reimbursed as they are incurred.  In the case of
any  such  separate  firm  for  the  Indemnified  Parties,  such  firm  shall be
designated  in writing by the Indemnified Parties.  The Indemnifying Party shall
not  be liable for any settlement of any proceeding effected without its written
consent,  but if settled with such consent (not to be unreasonably withheld), or
if  there  be  a  final judgment for the plaintiff, the Indemnifying Party shall
indemnify  and  hold harmless such Indemnified Parties from and against any loss
or  liability  (to  the  extent  stated  above)  by reason of such settlement or
judgment.

Section  5.04.  Contribution.  If  the  indemnification  provided  for  in  this
Article  IV  is  unavailable  to  an Indemnified Party in respect of any losses,
claims,  damages  or liabilities in respect of which indemnity is to be provided
hereunder,  then  each  such  Indemnifying  Party,  in lieu of indemnifying such
Indemnified  Party,  shall  to the fullest extent permitted by law contribute to
the amount paid or payable by such Indemnified Party as a result of such losses,
claims,  damages  or liabilities in such proportion as is appropriate to reflect
the  relative fault of such party in connection with the statements or omissions
that  resulted  in  such  losses, claims, damages or liabilities, as well as any
other  relevant  equitable considerations.  The relative fault of the Company, a
Selling  Holder  and the Underwriters shall be determined by reference to, among
other  things, whether the untrue or alleged untrue statement of a material fact
or  the  omission  or  alleged  omission  to  state  a  material fact relates to
information  supplied by such party and the parties' relative intent, knowledge,
access  to  information  and opportunity to correct or prevent such statement or
omission.

     The  Company  and  each Selling Holder agrees that it would not be just and
equitable  if  contribution pursuant to this Section 4.04 were determined by pro
rata  allocation  (even  if the Underwriters were treated as one entity for such
purpose)  or by any other method of allocation that does not take account of the
equitable  considerations  referred  to  in the immediately preceding paragraph.
The  amount  paid  or payable by an Indemnified Party as a result of the losses,
claims,  damages  or  liabilities  referred  to  in  the  immediately  preceding
paragraph  shall  be  deemed  to  include,  subject to the limitations set forth
above, any legal or other expenses reasonably incurred by such Indemnified Party
in  connection  with  investigating  or  defending  any  such  action  or claim.
Notwithstanding  the  provisions  of  this  Article  IV, no Underwriter shall be
required  to  contribute  any  amount in excess of the amount by which the total
price  at  which the securities underwritten by it and distributed to the public
were  offered  to  the  public  exceeds  the  amount  of  any damages which such
Underwriter  has  otherwise  been  required  to  pay by reason of such untrue or
alleged  untrue  statement  or  omission  or  alleged omission, and each Selling
Holder shall not be required to contribute any amount in excess of the amount by
which  the  net proceeds of the offering (before deducting expenses) received by
such  Selling Holder exceeds the amount of any damages which such Selling Holder
has  otherwise  been  required to pay by reason of 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 Securities Act)
shall  be  entitled  to  contribution from any Person who was not guilty of such
fraudulent  misrepresentation.

                                    Article VI
                                  Miscellaneous

     Section  6.01.  Participation in Underwritten Registrations.  No Person may
participate  in  any  underwritten  registered  offering  contemplated hereunder
unless  such  Person  (a) agrees to sell its securities on the basis provided in
any  underwriting  arrangements  approved  by  the Persons entitled hereunder to
approve such arrangements, (b) completes and executes all questionnaires, powers
of  attorney,  custody  arrangements,  indemnities,  underwriting agreements and
other  documents  reasonably  required  under  the  terms  of  such underwriting
arrangements and this Agreement and (c) furnishes in writing to the Company such
information  regarding  such Person, the plan of distribution of the Registrable
Securities and other information as the Company may from time to time request or
as  may  be  legally  required  in  connection with such registration; provided,
however,  that  no  such Person shall be required to make any representations or
warranties  in  connection with any such registration other than representations
and  warranties  as  to  (i)  such  Person's ownership of his or its Registrable
Securities  to  be  sold  or transferred free and clear of all liens, claims and
encumbrances, (ii) such Person's power and authority to effect such transfer and
(iii)  such  matters  pertaining  to  compliance  with securities laws as may be
reasonably  requested;  provided  further,  however, that the obligation of such
Person  to  indemnify  pursuant  to  any  such  underwriting agreements shall be
several,  not  joint  and  several,  among  such  Persons  selling  Registrable
Securities,  and the liability of each such Person will be in proportion to, and
provided further that such liability will be limited to, the net amount received
by such Person from the sale of such Person's Registrable Securities pursuant to
such  registration.

Section  6.02.  Rule  144.  The  Company covenants that it will file any reports
required  to  be  filed  by it under the Securities Act and the Exchange Act and
that  it  will take such further action as the Holders may reasonably request to
the  extent required from time to time to enable the Holders to sell Registrable
Securities  without  registration under the Securities Act within the limitation
of  the  exemptions  provided by Rule 144 under the Securities Act, as such Rule
may  be  amended  from time to time, or any similar rule or regulation hereafter
adopted  by  the  Commission.  Upon  the request of any Holder, the Company will
deliver  to  such  Holder a written statement as to whether it has complied with
such  reporting  requirements.

Section  6.03.  Holdback  Agreements.  Each  Holder  agrees,  in the event of an
underwritten  offering by the Company (whether for the account of the Company or
otherwise)  not  to  offer,  sell,  contract to sell or otherwise dispose of any
Registrable  Securities,  or  any securities convertible into or exchangeable or
exercisable  for  such securities, including any sale pursuant to Rule 144 under
the Securities Act (except as part of such underwritten offering), during the 14
days  prior  to, and during the 90-day period (or such lesser period as the lead
or  managing  underwriters  may require) beginning on, the effective date of the
registration  statement  for  such  underwritten offering (or, in the case of an
offering  pursuant to an effective shelf registration statement pursuant to Rule
415,  the  pricing  date  for  such  underwritten  offering).

Section  6.04.  Termination.  The  registration  rights  granted  under  this
Agreement  will  terminate on March 9, 2015, or such earlier time as there shall
no  longer  be any Registrable Securities; provided, however, that if all shares
of  Series  B  Preferred  Stock  outstanding  on  such  date shall not have been
redeemed  in  full  in  accordance  with  Section  10  of  the  Certificate  of
Designations,  this Agreement shall remain in full force and effect with respect
to  the  Registrable  Securities  until  such  time  as  the  shares of Series B
Preferred  Stock  have  been  so  redeemed  in  full.

Section  6.05.  Amendments,  Waivers,  Etc.  This  Agreement may not be amended,
waived  or  otherwise  modified or terminated except by an instrument in writing
signed  by  the  Company  and  (i)  Holders  of  at least 50% of the Registrable
Securities  (calculated on an as-converted basis) then held by all HMTF Holders,
if the amendment is to be effective against the HMTF Holders, (ii) Holders of at
least  50%  of  the Registrable Securities (calculated on an as-converted basis)
then  held by all Chase Holders, if the amendment is to be effective against the
Chase  Holders.

Section  6.06.  Counterparts.  This  Agreement  may  be  executed in one or more
counterparts, all of which shall be considered one and the same agreement.  Each
party  need  not  sign  the  same  counterpart.

Section  6.07.  Entire  Agreement.  This  Agreement  constitutes  the  entire
agreement  and  supersedes all prior agreements and understandings, both written
and  oral,  among  the  parties  with  respect  to  the  subject  matter hereof.

Section  6.08.  Governing  Law.  This  Agreement  shall  be  governed  by,  and
construed  in  accordance  with, the laws of the State of New York regardless of
the laws that might otherwise govern under applicable principles of conflicts of
law  thereof.

Section  6.09.  Assignment  of  Registration  Rights.  Each  Holder  of  the
Registrable  Securities  may  assign  all  or  any part of its rights under this
Agreement  to  any  person  to whom such Holder sells, transfers or assigns such
Registrable  Securities.  In  the  event that the Holder shall assign its rights
pursuant  to this Agreement in connection with the transfer of less than all its
Registrable  Securities, the Holder shall also retain his rights with respect to
its  remaining  Registrable  Securities.


<PAGE>
     IN  WITNESS  WHEREOF,  the  Company and each Initial Holder has caused this
Agreement to be signed on its behalf by its officer thereunto duly authorized as
of  the  date  first  written  above.
VIATEL,  INC.,



By:
Name:
Title:

HMTF  BRIDGE  VIATEL,  LLC
HMEU  VIATEL  I-EQ  COINVESTORS,  LLC
HMEU  VIATEL  I-SBS  COINVESTORS,  LLC
HM  VIATEL  PG  EUROPE,  LLC
HMEU  VIATEL  QUALIFIED  FUND,  LLC
HMEU  VIATEL  PRIVATE  FUND,  LLC



By:     /s/ David  W.  Knickel
        Name:  David  W.  Knickel
        Title:  Vice  President


CHASE  EQUITY  ASSOCIATES,  LLC

By:  Chase  Capital  Partners
     as  Manager



By:
       Name:
       Title:





<PAGE>
                                                      SCHEDULE  I


PURCHASERS                       NUMBER OF SHARES         PURCHASE PRICE OF
                                                             THE SHARES
CHASE EQUITY ASSOCIATES, LLC      162,500                     $1,000

    TOTAL                         162,500               $162,500,000

HMTF BRIDGE VIATEL, LLC            81,250                     $1,000

HMEU VIATEL I-EQ
  COINVESTORS, LLC                  1,297                     $1,000

HMEU VIATEL I-SBS COINVESTORS, LLC  1,723                     $1,000

HM VIATEL PG EUROPE                 7,354                     $1,000

HMEU VIATEL QUALIFIED FUND, LLC    70,462                     $1,000

HMEU VIATEL PRIVATE FUND, LLC         414                     $1,000

  TOTAL                           162,500               $162,500,000