EXHIBIT 10.2

                          REGISTRATION RIGHTS AGREEMENT

     This  REGISTRATION  RIGHTS  AGREEMENT  (the "Agreement"), is made as of the
March 16, 2000, by and among Rhythms NetConnections Inc., a Delaware corporation
(the  "Company"),  and  the  entities  listed  on  Schedule I to this Agreement.

     WHEREAS,  the  Company  and  HMTF  Bridge RHY, LLC entered into a Preferred
Stock  and  Warrant  Purchase Agreement dated as of February 6, 2000 (the "Stock
Purchase  Agreement");

     WHEREAS,  pursuant to an Assignment and Assumption, the Holders (as defined
below)  have  become  parties  to  the  Stock  Purchase  Agreement;

     WHEREAS,  it  is  a  condition precedent to the closing of the transactions
contemplated in the Stock 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 Stock Purchase Agreement
are  used  herein as therein defined.  In addition, the following terms, as used
herein,  have  the  following  meanings:

     "Commission"  means  the  Securities  and  Exchange  Commission.

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

     "Holders"  means  the  entities  set  forth  on  Schedule  I (including any
affiliates  thereof)  and  any  direct or indirect transferee of any Registrable
Securities  held  by  such  entities.

     "Investor  Rights  Agreement"  means  the  Amended  and Restated Investors'
Rights  Agreement  dated  as  of  April  6,  1999  among the Company and certain
investors  parties  thereto.

     "Investor  Rights Agreement 30% Right" means the rights to participate in a
Company  registration  pursuant to Section 1.8 of the Investor Rights Agreement,
pursuant  to  which  the  amount of securities of the selling holders under such
agreement  to  be  included  in  a  piggyback  registration shall not, except in
certain circumstances, be reduced below thirty percent (30%) of the total amount
of  securities  included  in  such  offering.

     "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 E 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  Series  E Preferred Stock" means the Series E Preferred Stock
purchased  pursuant  to the Stock Purchase Agreement, plus any additional shares
of  Series  E  Preferred  Stock issued in respect thereof in connection with any
stock  split,  stock  dividend  or  similar  event  with respect to the Series E
Preferred  Stock.

     "Registrable  Securities"  means  (a)  the  Registrable  Series E Preferred
Stock, (b) the Registrable Common Stock and (c) any securities of the Company or
any successor entity into which Registrable Common Stock or Registrable Series E
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

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state  law  then  in  force  or  (iv)  such  securities  shall have ceased to be
outstanding.

     "Requesting  Holders"  means  the Holders requesting a Demand Registration,
and  shall  include  parties  deemed  "Requesting  Holders"  pursuant to Section
2.01(a)(iii).

     "Rule  144"  means  Rule  144  (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.

     "Senior  Piggyback  Registration Rights" means those piggyback registration
rights pursuant to (i) the Warrant Registration Rights Agreement dated as of May
5,  1998  among  the  Company  and parties thereto, (ii) the Warrant to Purchase
Shares  of Common Stock granted to Sun Financial Group dated as of May 19, 1998,
(iii) the Warrant to Purchase Shares of Common Stock granted to GATX dated as of
March  31, 1999 and (iv) the Stock Subscription Warrant granted to Cisco Systems
Capital  Corporation  dated  as  of  April  5,  1999.

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

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

     SECTION  1.01.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  Stock  Purchase  Agreement.

                                   ARTICLE II
                               Registration Rights

     SECTION  2.01.Demand  Registration.(a)     (i)     Holders of a majority of
the  Registrable  Securities held by the Holders may make up to four (4) written
requests for a Demand Registration under this Section 2.01 of all or any part of
the  Registrable  Securities  held by such Holders; provided, that (A) each such
Demand  Registration by the Holders must be in respect of Registrable Securities
with  a  fair market value of at least $50,000,000, (B) the Holders shall not be
entitled  to  a  Demand  Registration  if,  during  the  120 days preceding such
request,  the  Holders  had  requested  a Demand Registration and (C) unless and
until  the  consent described in Section 5.10 is obtained, the Holders shall not
be  entitled  to  a  Demand  Registration  which  results  in  such registration
statement  being  declared effective within 120 days after the effective date of
any  registration  effected  pursuant  to  Section  1.2  of the Investors Rights
Agreement.

          (ii)     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  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).

     (iii)     Upon  receipt of any request for a Demand Registration by holders
of  a majority of the Registrable Securities, the Company shall promptly (but in
any  event  within  ten  (10)  days) give written notice of such proposed Demand
Registration  to  all  other Holders, and all such Holders shall have the right,
exercisable  by  written  notice to the Company within twenty (20) 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.

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     (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  Holders 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)     Subject  to  the Investor Rights Agreement 30% Right, 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;  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  registration.

     SECTION  2.02.  Piggyback  Registration  (a)     If the Company proposes to
file  a  registration  statement  under  the  Securities  Act with respect to an
offering  of  Common  Stock  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  15  days  before  the anticipated filing date),
undertaking to provide each Holder the opportunity to register on the same terms
and  conditions such number of shares of Registrable Common Stock 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.  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  shares  of Registrable Common Stock 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  Common  Stock 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  Common  Stock  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

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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  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,  subject to the Senior Piggyback Registration
Rights  and  (if  applicable)  the  Investor Rights Agreement 30% Right.  If the
Registrable  Securities  requested  to be included in the registration statement
are  of  the same type as the securities being registered 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 statement, as to each Holder only a portion of
the  shares  such  Holder  has requested be  registered equal to the ratio 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,  subject  to  the Senior Piggyback
Registration Rights and the (if applicable) Investor Rights Agreement 30% Right.
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  2.03.  Shelf  Registration  (a)     Holders  of  a majority of the
Registrable  Securities  may,  at  any  time  after the first anniversary of the
Closing  Date (the "First Anniversary"), 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; provided, that a
Holder will be entitled to include in the Shelf Registration no more than 25% of
the  Registrable  Securities  held  by such Holder immediately after the Closing
Date  (giving  effect  to  accretion of dividends as of such anniversary on such
holder's  Registrable  Series  E Preferred Stock and exercise, as of or prior to
such anniversary, of such holder's Warrants).  Upon receipt of a request for the
Shelf Registration, the Company shall promptly (but in any event within 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 in the Shelf Registration
up  to  25%  of the Registrable Securities held by such Holder immediately after
the Closing Date (giving effect to accretion of dividends as of such anniversary
on  such  holder's  Registrable  Series E Preferred Stock and exercise, as of or
prior  to  such  anniversary,  of  such  holder's  Warrants).

     (b)     From  and  after the third anniversary of the Closing Date, Holders
of  a majority of the Registrable Securities may make a written request that the
Company  amend  the  Shelf  Registration to include in the Shelf Registration no
more  than  50%  of  the Registrable Securities held by such Holders immediately
after  the  Closing  Date  (giving  effect  to accretion of dividends as of such
anniversary  on such holder's Registrable Series E Preferred Stock and exercise,
as of or prior to such anniversary, of such holder's Warrants).  Upon receipt of
such  request, the Company shall promptly (but in any event within 10 days) give
written  notice  of  the  proposed amendment to all other Holders, and each such
other  Holder  shall have the right to include in the amended Shelf Registration
up  to  50%  of the Registrable Securities held by such Holder immediately after
the Closing Date (giving effect to accretion of dividends as of such anniversary
on  such  holder's  Registrable  Series E Preferred Stock and exercise, as of or
prior  to  such  anniversary,  of  such  holder's Warrants).  From and after the
fourth anniversary of the Closing Date, Holders of a majority of the Registrable
Securities  may  make  a  written  request  that  the  Company  amend  the Shelf
Registration  to  include  in  the  Shelf  Registration  no more than 75% of the
Registrable  Securities  held  by such Holder immediately after the Closing Date
(giving effect to accretion of dividends as of such anniversary on such holder's
Registrable  Series  E  Preferred  Stock  and  exercise,  as of or prior to such
anniversary,  of  such  holder's  Warrants).  Upon  receipt of such request, the
Company  shall promptly (but in any event within 10 days) give written notice of
the  proposed  amendment  to all other Holders, and each such other Holder shall
have  the  right  to  include in the amended Shelf Registration up to 75% of the
Registrable  Securities  held by such Holders immediately after the Closing Date

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(giving effect to accretion of dividends as of such anniversary on such Holder's
Registrable  Series  E  Preferred  Stock  and  exercise,  as of or prior to such
anniversary,  of  such Holder's Warrants).  From and after the fifth anniversary
of  the  Closing  Date,  Holders of a majority of the Registrable Securities may
make  a written request that the Company amend the Shelf Registration to include
in  the Shelf Registration up to 100% of the Registrable Securities held by such
Holders  immediately  after  the  Closing  Date  (giving  effect to accretion of
dividends as of such anniversary on such holder's Registrable Series E Preferred
Stock  and  exercise,  as  of  or  prior  to  such anniversary, of such holder's
Warrants).  Upon receipt of such request, the Company shall promptly (but in any
event within 10 days) give written notice of the proposed amendment to all other
Holders,  and  each  such  other  Holder  shall have the right to include in the
amended Shelf Registration up to 100% of the Registrable Securities held by such
Holder  immediately  after  the  Closing  Date  (giving  effect  to accretion of
dividends as of such anniversary on such holder's Registrable Series E Preferred
Stock  and  exercise,  as  of  or  prior  to  such anniversary, of such holder's
Warrants).  If  a  Nonconsent  Event  (as  defined  in  Section 5.10) shall have
occurred,  references in this paragraph to the "third anniversary of the Closing
Date"  shall  mean the second anniversary of the Closing Date, references to the
"fourth anniversary of the Closing Date" shall mean the third anniversary of the
Closing Date and references to the "fifth anniversary of the Closing Date" shall
mean  the  fourth  anniversary  of  the  Closing  Date.

     (c)  If  the  Company's ability to amend the registration statement for the
Shelf  Registration  to  increase  the number of Registrable Securities included
therein  (or  to  file a new shelf registration statement in respect thereof) in
accordance  with Section 2.03 (b) is subject to any contractual limitations that
could  delay  the  Company's  ability  to file or cause to become effective such
registration  statement,  then,  if  requested  by  Holders of a majority of the
Registrable  Securities,  the  Company shall, in lieu of following the procedure
set forth in Section 2.03(b), file a single registration statement for the Shelf
Registration  (and  cause  such  registration  statement  to  become  and remain
effective  for  the  period  set  forth  in  Section 3.01) that would permit the
offering  of  such  portion of the Registrable Securities (up to 100%) as may be
requested  by  the Holders of a majority of the Registrable Securities (it being
understood  and  agreed that the Holders of the Registrable Securities would not
have  the  right  to  offer  and  sell  from such Shelf Registration Registrable
Securities  other  than in accordance with the schedule and amounts set forth in
Section  2.03(b)  and  that  the  Company  would have the right to take whatever
measures necessary to ensure that such schedule was followed, including, without
limitation  the  issuance  of  stop  orders).

                                   ARTICLE III
                             Registration Procedures

     SECTION  3.01.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 earlier of
the  sale of all Registrable Securities thereunder and the eighth anniversary of
the  Closing  Date  (it being understood that if at any time all the Registrable
Securities  then  permitted to be sold under such Shelf Registration pursuant to
Section  2.03  have  been  sold  but  the  Holders have the right to request the
addition  of  additional Registrable Securities to the Shelf Registration in the
future  pursuant  to  Section 2.03, the Company may (at its option) either cause
the  registration  statement  to remain effective (notwithstanding the fact that
all  securities then registrable on such shelf registration statement shall have
been  sold)  and  to  file post-effective amendments when required to permit the
sale  of the additional Registrable Securities or prepare and file, and cause to
become  and  remain  effective, a new shelf registration statement to effect the
registration  of the additional Registrable Securities when required pursuant to
Section  2.03); provided that if the Company shall furnish to the Selling Holder
a  certificate signed by the Company's Chairman, President or any 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
shareholders  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 360-day period

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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.  If the Company exercises its right to postpone
the  filing  or  effectiveness  of  a  registration  statement,  the  applicable
Requesting  Holders  shall be entitled to withdraw their request for such Demand
Registration  and  it  shall  not  count  as  a  Demand  Registration.

     (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.  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
360-day  period.  In  the event the Company shall give notice of an event of the
kind  described  in  this  Section 3.01 (b), the Company shall extend the period
during which the applicable 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 give notice to the Selling Holders that such dispositions of such
Registrable Securities may continue and shall have made available to the Selling
Holders  any  such  supplemented  or  amended  prospectus.

     (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

                                    PAGE   6
<PAGE>
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 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

                                    PAGE   7
<PAGE>
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  3.02.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  for  the  Selling  Holders.

                                   ARTICLE IV
                        Indemnification and Contribution

     SECTION  4.01.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  4.02.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

                                    PAGE   8
<PAGE>
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 each Selling Holder shall be several and not joint.

     SECTION  4.03.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 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  4.04.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.


                                    PAGE   9

<PAGE>
                                    ARTICLE V
                                  Miscellaneous

     SECTION  5.01.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 5.02.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  5.03. 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 120-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  5.04.Termination.  The  registration  rights  granted  under  this
Agreement  will terminate on March 31, 2015, or such earlier time as there shall
no  longer  be any Registrable Securities; provided, however, that if all shares
of  Series  E  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 E
Preferred  Stock  have  been  so  redeemed  in  full.

     SECTION  5.05.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  the  Holders  of  at least 50% of the Registrable
Securities  then  held  by  all the Holders, if the amendment is to be effective
against  the  Holders.

     SECTION  5.06.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  5.07.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  5.08.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  5.09.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

                                    PAGE   10
<PAGE>
Registrable  Securities, the Holder shall also retain his rights with respect to
its  remaining  Registrable  Securities.

     SECTION  5.10.  Consent.  The  Company  will use its best efforts to obtain
the  consent  of  "Holders  of  60%  or  more  of  the  outstanding  Registrable
Securities"  (as  such terms are defined in the Investors Rights Agreement ) (i)
acknowledging  that  the Holders of the Registrable Securities are new preferred
stock  investors  in  the  Company  within  the  meaning  of  Section 3.3 of the
Investors Rights Agreement and (ii) consenting (if necessary in light of (i)) to
the  waiver of Section 1.14(b) of the Investors Rights Agreement with respect to
registrations  effected  pursuant  to  this  Agreement.  If the Company does not
obtain  the requisite consent referred to in the preceding sentence prior to the
first  anniversary  of  the  Closing  Date  (a  "Nonconsent  Event"),  the shelf
registration  rights  set  forth  in  Section 2.03 shall be adjusted as provided
therein.











                                    PAGE   11
<PAGE>

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

RHYTHMS  NETCONNECTIONS  INC.

By:/s/ Catherine Hapka
     Name:Catherine Hapka
     Title: Chief Executive Officer


HMTF  BRIDGE  RHY,  LLC
HM4  RHYTHMS  QUALIFIED  FUND,  LLC
HM4  RHYTHMS  PRIVATE  FUND,  LLC
HM  PG-IV  RHYTHMS,  LLC
HM  4-SBS  RHYTHMS  COINVESTORS,  LLC
HM  4-EQ  RHYTHMS  COINVESTORS,  LLC

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

               [SIGNATURE PAGE FOR RHYTHMS NETCONNECTIONS INC.
                         REGISTRATION RIGHTS AGREEMENT]


                                    PAGE   12
<PAGE>

                   SCHEDULE I

                                       Number           Purchase Price
Purchasers                            of Shares          of the Shares

HMTF  Bridge  RHY,  LLC                125,000            $125,000,000
HM4  Rhythms  Qualified  Fund,  LLC    113,743             113,743,000
HM4  Rhythms  Private  Fund,  LLC          806                 806,000
HM  PG-IV  Rhythms,  LLC                 6,056               6,056,000
HM  4-SBS  Rhythms  Coinvestors,  LLC     2,724              2,724,000
HM  4-EQ  Rhythms  Coinvestors,  LLC      1,671              1,671,000
















                                    PAGE   13
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