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                                                                  EXHIBIT 4.1(b)

                                                                  CONFORMED COPY



            SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT


                  SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
(this "Agreement"), dated as of November 6, 2000, among Next Generation Network,
Inc., a Delaware corporation (the "Company"), Nevada Bond Investment Corp. II, a
Nevada Corporation ("NBIC"), Capital Communications CDPQ Inc., a Quebec
corporation ("CDPQ"), the persons listed on Schedule A hereto and the persons
who agree in writing after the date hereof to be bound by the provisions of this
Agreement by executing a joinder in substantially the form attached hereto as
Exhibit A (collectively with NBIC and CDPQ, the "Investors" and individually an
"Investor").


                                    RECITALS:

                  (a) CDPQ and the Company have entered into a Preferred Stock
Purchase Agreement, dated as of the date hereof (the "Purchase Agreement") (each
capitalized term used herein and not otherwise defined shall have the meaning
ascribed to such term in the Purchase Agreement), pursuant to which CDPQ is
simultaneously with the execution hereof purchasing from the Company the
Preferred Shares.

                  (b) The Company, NBIC and certain other stockholders of the
Company are parties to an Amended and Restated Registration Rights Agreement,
dated as of January 28, 2000 (the "Existing Registration Rights Agreement"),
pursuant to which the Company granted certain registration rights to NBIC and
such other stockholders.

                  (c) The Company desires to grant certain registration rights
to CDPQ and any other Investors who become party after the date hereof to the
Purchase Agreement pursuant to the terms thereof and the Company, NBIC and the
other stockholders party to the Existing Registration Rights Agreement desire to
amend and restate the Existing Registration Rights Agreement.

                  NOW, THEREFORE, in consideration of the mutual covenants
herein contained, the parties hereto agree as follows:

                  1.  Demand Registrations.

                  (a) Requests for Registration. Subject to paragraph 1(b)
below, at any time and from time to time following (i) the earlier of (A) 180
days after an IPO and (y) January 28, 2003, the holders of at least 50.1% of the
Series D Registrable Securities, (ii) 180 days after an IPO, the holders of at
least 50.1% of the NBIC Registrable Securities and (iii) 180 days after an IPO,
the holders of at least 50.1% of the Existing Investor Registrable Securities,
may each request registration under the Securities Act of 1933, as amended (the
"Securities Act"), of all or part of their Registrable Securities on Form S-1 or
any similar long-form registration ("Long-Form

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Registrations"). In addition, each NBIC Holder, Existing Investor and Series D
Holder holding at least 3% of the Common Stock on a fully diluted basis may
request registration under the Securities Act of all or part of their
Registrable Securities on Form S-2 or S-3 or any similar short-form registration
("Short-Form Registrations"), if available. Each request for a Demand
Registration (as defined below) shall specify the approximate number of
Registrable Securities requested to be registered and, for Demand Registrations
occurring after the Company's IPO, the anticipated per share price range for
such offering. Within ten (10) days after receipt of any such request, the
Company will give written notice of such requested registration to all other
holders of Registrable Securities and will include in such registration all
Registrable Securities with respect to which the Company has received written
requests for inclusion therein within twenty (20) days after the receipt of the
Company's notice. All registrations requested pursuant to this paragraph 1(a)
are referred to herein as "Demand Registrations".

                  (b) Long-Form Registrations. (i) the holders of at least 50.1%
of the Series D Registrable Securities will be entitled to request up to two (2)
Long-Form Registrations in which the Company will pay all Registration Expenses,
(ii) the holders of at least 50.1% of the NBIC Registrable Securities will be
entitled to request up to one (1) Long-Form Registration in which the Company
will pay all Registration Expenses and (iii) the holders of at least 50.1% of
the Existing Investor Registrable Securities will be entitled to request up to
one (1) Long-Form Registration in which the Company will pay all Registration
Expenses, provided, that if the Company has not consummated an IPO prior to
January 28, 2003, the holders of at least 50.1% of the NBIC Registrable
Securities will be entitled to request one (1) additional Long-Form Registration
in which the Company will pay all Registration Expenses; provided, further, that
such right to make an additional Long-Form Registration in accordance with this
sentence shall terminate upon the earlier to occur of (i) the date on which NBIC
and its Permitted Transferees cease to own, in the aggregate, at least 50% of
the number of shares of Common Stock (as adjusted to reflect any stock splits,
reverse stock splits, stock dividends, combinations, reclassifications or the
like) purchased by NBIC pursuant to the Stock Purchase Agreement, dated as of
January 28, 2000, between NBIC and the Company, and (ii) the consummation of an
IPO. A registration will not count as a permitted Long-Form Registration until
it has become effective and unless the holders of Series D Registrable
Securities, NBIC Registrable Securities, or Existing Investor Registrable
Securities, as the case may be, are able to register and sell at least 90% of
the Registrable Securities that the holders of Series D Registrable Securities,
NBIC Registrable Securities, or Existing Investor Registrable Securities, as the
case may be, have requested to be included in such registration; provided,
further, that a registration will be deemed to be effective if the failure of
holders to sell Registrable Securities is directly caused by reason of a failure
on the part of such holders and provided that the period of effectiveness of a
Long-Form Registration need not exceed 180 days.

                  (c) Short-Form Registrations. In addition to the Long-Form
Registrations provided pursuant to paragraph 1(b) above, each NBIC Holder,
Existing Investor and Series D Holder holding at least 3% of the Common Stock on
a fully diluted basis will be entitled to request an unlimited number of Short
Form Registrations of its Registrable Securities having a minimum anticipated
aggregate offering price of $5,000,000, in which the Company will pay all
Registration Expenses. Demand Registrations will be Short-Form Registrations
whenever the Company is permitted to use any applicable short form. The Company
will use its best efforts to make


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Short-Form Registrations on Form S-3 available for the sale of Registrable
Securities; provided, that the Company agrees to include in the prospectus
included in any underwritten Short-Form Registration Statement, such material
describing the Company and intended to facilitate the sale of securities being
so registered as is reasonably requested for inclusion therein by any of the
shareholders selling securities pursuant to such registration statement, whether
or not the form used for such registration statement requires the inclusion of
such information.

                  (d) Priority on Demand Registrations. The Company will not
include in any Demand Registration any securities which are not Registrable
Securities without the prior written consent of the holders of at least 50.1% of
the Registrable Securities included in such registration. If a Demand
Registration is an underwritten offering and the managing underwriters advise
the Company in writing that in their opinion, the number of Registrable
Securities and, if permitted hereunder, other securities requested to be
included in such offering exceeds the number of Registrable Securities and other
securities, if any, which can be sold therein without adversely affecting the
marketability of the offering, the Company will include in such registration
prior to the inclusion of any securities which are not Registrable Securities
the number of Registrable Securities requested to be included which in the
opinion of such underwriters can be sold without adversely affecting the
marketability of the offering, pro rata among the respective holders thereof on
the basis of the number of Registrable Securities owned by each holder
participating in such offering.

                  (e) Restrictions on Demand Registrations. The Company will not
be obligated to effect any Demand Registration within one hundred eighty (180)
days after the effective date of a previous Demand Registration; provided, that
the Company is actively employing in good faith all reasonable efforts to cause
such registration statement to become and remain effective. The Company may
postpone or delay for up to one hundred eighty (180) days the filing or the
effectiveness of a registration statement for a Demand Registration if the Board
determines in good faith that such Demand Registration would reasonably be
expected to be seriously detrimental to the Company and its shareholders or if
the Company would be required to include in the registration statement material
information which at that time could not be publicly disclosed without
materially interfering with any financing, acquisition, corporate reorganization
or other material development or transaction then pending or in progress and
without other material adverse consequences; provided, that in such event, (i)
the Company shall give written notice to the holders of Registrable Securities
as soon after such determination as practicable, but in any event within ten
(10) days thereafter, (ii) the Company shall make such filing or stop the
postponement of such effectiveness no later than the earlier of (A) the date on
which the conditions that permitted it to delay such filing no longer pertain
and (B) the period ending ninety (90) days after receipt of the request for the
Demand Registration, (iii) the holders of Registrable Securities initially
requesting such Demand Registration will be entitled to withdraw such request
prior to the end of such postponement or delay and such Demand Registration will
not count as one of the permitted Demand Registrations hereunder and the Company
will pay all Registration Expenses in connection with such registration and (iv)
the Company may postpone a Demand Registration pursuant hereto only once in any
365-day period.
                  (f) Selections of Underwriters. If any Demand Registration is
an underwritten offering, the selection of investment banker(s) and manager(s)
for the offering, which investment banker(s) and manager(s) shall be nationally
recognized, shall be made by the Company.


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                  (g) Other Registration Rights. Except as provided in this
Agreement, the Company shall not grant to any Persons the right to request the
Company to register any equity securities of the Company, or any securities
convertible or exchangeable into or exercisable for such securities, without the
prior written consent of the holders of at least 66.67% of the Registrable
Securities, other than registration rights which are junior in priority to the
holders of registration rights granted under this agreement.

                  2.  Piggyback Registrations.

                  (a) Right to Piggyback. Whenever after an IPO the Company
proposes to register any of its securities under the Securities Act (other than
pursuant to (i) a Demand Registration or (ii) a registration on Form S-8 or S-4
or any successor form solely of shares that have been issued pursuant to the
Company's employee benefit plans) and the registration form to be used may be
used for the registration of Registrable Securities (a "Piggyback
Registration"), the Company will give prompt written notice to all holders of
Registrable Securities of its intention to effect such a registration and will
include in such registration all Registrable Securities with respect to which
the Company has received written requests (which shall specify the number of
Registrable Securities intended to be disposed of by such holder) for inclusion
therein within twenty (20) days after the receipt of the Company's notice;
provided, that (A) if such registration involves an underwritten offering to the
public, all holders of Registrable Securities requesting to be included in the
Company's registration must sell their Registrable Securities to the
underwriters selected by the Company on the same terms and conditions as apply
to the Company, and (B) if, at any time after giving notice of its intention to
register any securities pursuant to this paragraph 2(a) and prior to the
effective date of the registration statement filed in connection with such
registration, the Company shall determine for any reason not to register such
securities, the Company shall give written notice to all holders of Registrable
Securities and, thereupon, shall be relieved of its obligation to register any
Registrable Securities in connection with such registration (but not from any
obligation of the Company to pay the Registration Expenses in connection
therewith), without prejudice, however, to the rights of holders under Section
1.

                  (b) Piggyback Expenses. The Registration Expenses of the
holders of Registrable Securities will be paid by the Company in all Piggyback
Registrations.

                  (c) Priority on Primary Registrations. If a Piggyback
Registration is an underwritten primary registration on behalf of the Company,
and the managing underwriters advise the Company in writing that in their
opinion the number of securities requested to be included in such registration
exceeds the number which can be sold in such offering without adversely
affecting the marketability of the offering, the Company will include in such
registration (i) first, the securities the Company proposes to sell, (ii)
second, the Registrable Securities requested to be included in such
registration, pro rata among the holders of such Registrable Securities on the
basis of the number of Registrable Securities owned by each holder of
Registrable Securities participating in such offering, and (iii) third, other
securities requested to be included in such registration.

                  (d) Priority on Secondary Registrations. If a Piggyback
Registration is an underwritten secondary registration on behalf of holders of
the Company's securities other than a


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registration pursuant to Section 1 and which has been consented to pursuant to
paragraph 1(g), and the managing underwriters advise the Company in writing that
in their opinion the number of securities requested to be included in such
registration exceeds the number which can be sold in such offering without
adversely affecting the marketability of the offering, the Company will include
in such registration (i) first, the securities requested to be included therein
by the holders requesting such registration and the Registrable Securities
requested to be included in such registration, pro rata among such requesting
holders and the holders of such Registrable Securities on the basis of, with
respect to such requesting holders, the number of shares of Common Stock held by
such holders and the number of Registrable Securities owned by each holder of
Registrable Securities participating in such offering, and (ii) second,
securities requested to be included in such registration by the Company and
(iii) third, other securities requested to be included in such registration.

                  (e) Selection of Underwriters. If any Piggyback Registration
is an underwritten offering, the selection of investment banker(s) and
manager(s) for the offering, which investment banker(s) and manager(s) shall be
nationally recognized, shall be made by the Company.

                  (f) Other Registrations. If the Company has previously filed a
registration statement with respect to Registrable Securities pursuant to
Section 1 or pursuant to this Section 2, and if such previous registration has
not been withdrawn or abandoned, the Company will not file or cause to be
effected any other registration of any of its equity securities or securities
convertible or exchangeable into or exercisable for its equity securities under
the Securities Act (except on Form S-8 or any successor form), whether on its
own behalf or at the request of any holder or holders of such securities, until
a period of at least one hundred eighty (180) days has elapsed from the
effective date of such previous registration.

                  3.  Holdback Agreements.


                  (a) Each holder of at least 5% of the Common Stock on a
fully-diluted as converted basis (including any securities convertible into or
exchangeable or exercisable for Common Stock) agrees not to effect any public
sale or distribution (including sales pursuant to Rule 144) of equity securities
of the Company, or any securities convertible into or exchangeable or
exercisable for such securities, during the fifteen (15) days prior to and the
one hundred and twenty (120)-day period (one hundred and eighty (180)-day
period, if required by the lead managing underwriter of the Company's IPO in
connection with the Company's IPO) beginning on the effective date of any
underwritten Demand Registration or any underwritten Piggyback Registration in
which Registrable Securities are included (except as part of such underwritten
registration), unless the underwriters managing the registered public offering
otherwise agree.

                  (b) The Company agrees (i) not to effect any public sale or
distribution of its equity securities, or any securities convertible into or
exchangeable or exercisable for such securities, during the fifteen (15) days
prior to and during the one hundred and twenty (120)-day period (one hundred and
eighty (180)-day period, if required by the lead managing underwriter of the
Company's IPO in connection with the Company's IPO) beginning on the effective
date of any underwritten Demand Registration or any underwritten Piggyback
Registration (except as part of such underwritten registration or pursuant to
registrations on Form S-8 or any successor form), unless the



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underwriters managing the registered public offering otherwise agree, and (ii)
to cause each of its directors and officers and use its reasonable best efforts
to cause each holder of at least 5% of the Common Stock on a fully-diluted as
converted basis (including any securities convertible into or exchangeable or
exercisable for Common Stock), purchased from the Company at any time after the
date of this Agreement (other than in a registered public offering) to agree not
to effect any public sale or distribution (including sales pursuant to Rule 144)
of any such securities during the periods outlined above (except as part of such
underwritten registration, if otherwise permitted), unless the underwriters
managing the registered public offering otherwise agree.

                  4. Registration Procedures. Whenever the holders of
Registrable Securities have requested that any Registrable Securities be
registered pursuant to this Agreement, the Company will use its best efforts to
effect the registration and the sale of such Registrable Securities in
accordance with the intended method of disposition thereof including the
registration of common stock that may be obtained upon conversion of Preferred
Shares or exercise of the Warrants held by a holder of Registrable Securities
requesting registration as to which the Company has received reasonable
assurances that only Registrable Securities will be distributed to the public,
and pursuant thereto the Company will as expeditiously as possible:

                  (a) prepare and file, as soon as practicable, with the
Securities and Exchange Commission a registration statement with respect to such
Registrable Securities and use its best efforts to cause such registration
statement to become effective (provided that as far in advance as practicable
before filing a registration statement or prospectus or any amendments or
supplements thereto, the Company will furnish to the counsel selected by the
holders of a majority of the Registrable Securities covered by such registration
statement copies of all such documents proposed to be filed, which documents
will be subject to the review of such counsel);

                  (b) prepare and file with the Securities and Exchange
Commission such amendments and supplements to such registration statement and
the prospectus used in connection therewith as may be necessary to keep such
registration statement effective for a period of not less than one hundred and
eighty (180) days (subject to paragraph (a) above), or for such shorter period
which shall terminate when all Registrable Securities covered by the
registration statement have been sold and comply with the provisions of the
Securities Act with respect to the disposition of all securities covered by such
registration statement during the applicable period in accordance with the
intended methods of disposition by the sellers thereof set forth in such
registration statement;

                  (c) furnish to each seller of Registrable Securities such
number of copies of such registration statement, each amendment and supplement
thereto, the prospectus included in such registration statement (including each
preliminary prospectus) and such other documents as such seller may reasonably
request in order to facilitate the disposition of the Registrable Securities
owned by such seller;

                  (d) use its best efforts to register or qualify such
Registrable Securities under such other securities or blue sky laws of such
jurisdictions as any seller reasonably requests and do any and all other acts
and things which may be reasonably necessary or advisable to enable such seller
to consummate the disposition in such jurisdictions of the Registrable
Securities owned by such seller


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(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 subparagraph, (ii) subject itself to taxation in any such
jurisdiction or (iii) consent to general service of process in any such
jurisdiction);

                  (e) notify each seller of such Registrable Securities, at any
time when a prospectus relating thereto is required to be delivered under the
Securities Act, of the happening of any event as a result of which the
prospectus included in such registration statement contains an untrue statement
of a material fact or omits any fact necessary to make the statements therein
not misleading, and, at the request of any such seller, the Company will prepare
a supplement or amendment to such prospectus so that, as thereafter delivered to
the Investors of such Registrable Securities, such prospectus will not contain
an untrue statement of a material fact or omit to state any fact necessary to
make the statements therein not misleading;

                  (f) use its best efforts to cause all such Registrable
Securities to be listed on each securities exchange on which similar securities
issued by the Company are then listed and, if not so listed, to be listed on the
National Association of Securities Dealers automated quotation system;

                  (g) provide a transfer agent and registrar for all such
Registrable Securities not later than the effective date of such registration
statement;

                  (h) enter into such customary agreements (including
underwriting agreements in customary form) and take all such other actions as
the holders of a majority of the Registrable Securities being sold or the
underwriters, if any, reasonably request in order to expedite or facilitate the
disposition of such Registrable Securities (including, without limitation,
effecting a stock split or a combination of shares);

                  (i) make available for inspection by any seller of Registrable
Securities, any underwriter participating in any disposition pursuant to such
registration statement and any attorney, accountant or other agent retained by
any such seller or underwriter, all non-confidential financial and other
records, pertinent corporate documents and properties of the Company reasonably
requested by such seller, underwriter, attorney, accountant or agent, and cause
the Company's officers, directors, employees and independent accountants to
supply all information reasonably requested by any such seller, underwriter,
attorney, accountant or agent in connection with such registration statement;

                  (j) permit any holder of Registrable Securities which holder,
in the exclusive judgment of its counsel, might be deemed to be an underwriter
or a controlling person of the Company, to participate in the preparation of
such registration or comparable statement and to require the insertion therein
of material, furnished to the Company in writing, which in the reasonable
judgment of such holder and its counsel should be included and which relates to
such holder of Registrable Securities;

                  (k) in the event of the issuance of any stop order suspending
the effectiveness of a registration statement, or of any order suspending or
preventing the use of any related prospectus or


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suspending the qualification of any common stock included in such registration
statement for sale in any jurisdiction, the Company will promptly notify the
holders of Registrable Securities and will use its reasonable best efforts
promptly to obtain the withdrawal of such order;

                  (l) obtain a cold comfort letter from the Company's
independent public accountants in customary form and covering such matters of
the type customarily covered by cold comfort letters; and

                  (m) in connection with an underwritten public offering, (i)
cooperate with the selling holders of Registrable Securities, the underwriters
participating in the offering and their counsel in any due diligence
investigation reasonably requested by the selling holders or the underwriters in
connection therewith and (ii) participate, to the extent reasonably requested by
the managing underwriter for the offering or the selling holder, in efforts to
sell the Registrable Securities under the offering (including, without
limitation, participating in "roadshow" meetings with prospective investors)
that would be customary for underwritten primary offerings of a comparable
amount of equity securities by the Company.

                  5.  Registration Expenses.

                  (a) All expenses incident to the Company's performance of or
compliance with this Agreement, including without limitation all registration
and filing fees, fees and expenses of compliance with securities or blue sky
laws, printing expenses, messenger and delivery expenses, and fees and
disbursements of counsel for the Company and all independent certified public
accountants, underwriters (excluding discounts and commissions) and other
Persons retained by the Company (all such expenses being herein called
"Registration Expenses"), will be borne by the Company and the Company will, in
any event, pay its internal expenses (including, without limitation, all
salaries and expenses of its officers and employees performing legal or
accounting duties), the expense of any annual audit or quarterly review, the
expense of any liability insurance and the expenses and fees for listing the
securities to be registered on each securities exchange on which similar
securities issued by the Company are then listed or on the National Association
of Securities Dealers automated quotation system. The Company shall not be
required to pay an underwriting discount, selling commissions, or stock transfer
or documentary stamp taxes, if applicable, with respect to any shares being sold
by any party other than the Company in connection with an underwritten public
offering of any of the Company's securities pursuant to this Agreement.

                  (b) In connection with each Demand Registration and each
Piggyback Registration, the Company will reimburse the holders of Registrable
Securities covered by such registration for the reasonable fees and
disbursements of one counsel chosen by the holders of at least 50.1% of the
Registrable Securities participating in such registration.

                  6.  Indemnification.


                  (a) Indemnification of Selling Stockholders by the Company.
The Company agrees to indemnify and hold harmless each holder of Registrable
Securities which are registered pursuant hereto (each a "Selling Stockholder")
and each person, if any, who controls any Selling


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Stockholder within the meaning of Section 15 of the Securities Act or Section 20
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as
follows:

                  (i)   against any and all loss, liability, claim, damage and
expense whatsoever, as incurred, arising out of any untrue statement or alleged
untrue statement of a material fact contained in the registration statement (or
any amendment thereto), or the omission or alleged omission therefrom of a
material fact required to be stated therein or necessary to make the statements
therein not misleading or arising out of any untrue statement or alleged untrue
statement of a material fact contained in any preliminary prospectus or the
prospectus (or any amendment or supplement thereto), or the omission or alleged
omission therefrom of a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading;

                  (ii)  against any and all loss, liability, claim, damage and
expense whatsoever, as incurred, to the extent of the aggregate amount paid in
settlement of any litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or of any claim whatsoever
based upon any such untrue statement or omission, or any such alleged untrue
statement or omission; provided, that subject to paragraph 6(d) below any such
settlement is effected with the prior written consent of the Company; and

                  (iii) against any and all expense whatsoever, as incurred
(including the fees and disbursements of counsel chosen by such Selling
Stockholder), reasonably incurred in enforcing any of such Selling Stockholder's
rights under this Agreement, in investigating, preparing or defending against
any litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever based upon any such
untrue statement or omission, or any such alleged untrue statement or omission,
to the extent that any such expense is not paid under (i) or (ii) above;
provided, that this indemnity agreement set forth in this paragraph 6(a) shall
not apply to any loss, liability, claim, damage or expense to the extent arising
out of any untrue statement or omission or alleged untrue statement or omission
made in reliance upon and in conformity with written information furnished to
the Company by the Selling Stockholder expressly for use in the registration
statement (or any amendment thereto), or any preliminary prospectus or the
prospectus (or any amendment or supplement thereto).

                  (b)   Indemnification of Company by the Selling Stockholders.
Each Selling Stockholder, severally and not jointly, agrees to indemnify and
hold harmless the Company, its directors, each of its officers who signed the
registration statement and each person, if any, who controls the Company within
the meaning of Section 15 of the Securities Act or Section 20 of the Exchange
Act, against any and all loss, liability, claim, damage and expense described in
the indemnity contained in Section 6(a) above, as incurred, but only with
respect to untrue or alleged untrue statements or omissions made in the
registration statement (or any amendment thereto), or any preliminary prospectus
or any prospectus (or any amendment or supplement thereto) in reliance upon and
in conformity with written information furnished to the Company by or on behalf
of such Selling Stockholder with respect to such Selling Stockholder expressly
for use in the registration statement (or any amendment or supplement thereto);
provided, that such Selling Stockholder's aggregate liability under this Section
6 shall be limited to an amount equal to the net proceeds (after deducting the
underwriting discount, but before deducting expenses) received by such Selling


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Stockholder from the sale of Registrable Securities pursuant to a registration
statement filed pursuant to this Agreement.

                  (c) Actions against Parties; Notification. Each indemnified
party shall give notice as promptly as reasonably practicable to each
indemnifying party of any action commenced against it in respect of which
indemnity may be sought hereunder, but failure to so notify an indemnifying
party shall not relieve such indemnifying party from any liability hereunder to
the extent it is not materially prejudiced as a result thereof and in any event
shall not relieve it from any liability which it may have otherwise than on
account of this indemnity agreement. In the case of parties indemnified pursuant
to Section 6(a), counsel to the indemnified parties shall be selected by the
Selling Stockholders (by majority vote based on the number of Registrable
Securities included in a registration hereunder) and, in the case of parties
indemnified pursuant to Section 6(b), counsel to the indemnified parties shall
be selected by the Company. An indemnifying party may participate at its own
expense in the defense of any such action; provided, that counsel to the
indemnifying party shall not (except with the consent of the indemnified party,
which shall not be unreasonably withheld) also be counsel to the indemnified
party. In no event shall the indemnifying parties be liable for fees and
expenses of more than one counsel (in addition to any local counsel) separate
from their own counsel for all indemnified parties in connection with any one
action or separate but similar or related actions in the same jurisdiction
arising out of the same general allegations or circumstances. No indemnifying
party shall, without the prior written consent of the indemnified parties which
shall not be unreasonably withheld, settle or compromise or consent to the entry
of any judgment with respect to any litigation, or any investigation or
proceeding by any governmental agency or body, commenced or threatened, or any
claim whatsoever in respect of which indemnification or contribution could be
sought under this Section 6 (whether or not the indemnified parties are actual
or potential parties thereto), unless such settlement, compromise or consent (i)
includes an unconditional release of each indemnified party from all liability
arising out of such litigation, investigation, proceeding or claim and (ii) does
not include a statement as to or an admission of fault, culpability or a failure
to act by or on behalf of any indemnified party.

                  (d) Settlement without Consent if Failure to Reimburse. If at
any time an indemnified party shall have requested an indemnifying party to
reimburse the indemnified party for fees and expenses of counsel, such
indemnifying party agrees that it shall be liable for any settlement of the
nature contemplated by Section 6(a)(ii) effected without its written consent if
(i) such settlement is entered into more than forty-five (45) days after receipt
by such indemnifying party of the aforesaid request, (ii) such indemnifying
party shall have received notice of the terms of such settlement at least thirty
(30) days prior to such settlement being entered into and (iii) such
indemnifying party shall not have reimbursed such indemnified party in
accordance with such request prior to the date of such settlement.

                  (e) Contribution. (i) If a claim for indemnification under
Section 6(a) or 6(b) is unavailable to an indemnified party because of a failure
or refusal of a governmental authority to enforce such indemnification in
accordance with its terms (by reason of public policy or otherwise), then each
indemnifying party, in lieu of indemnifying such indemnified party, shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, in such proportion as is appropriate to reflect the relative
fault of the indemnifying party and the indemnified party in

                                       10
<PAGE>   11


connection with the actions, statements or omissions that resulted in such
losses as well as any other relevant equitable considerations. The relative
fault of such indemnifying party and indemnified party shall be determined by
reference to, among other things, whether any action in question, including any
untrue or alleged untrue statement of a material fact or omission or alleged
omission of a material fact, has been taken or made by, or relates to
information supplied by, such indemnifying party or indemnified party, and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such action, statement or omission. The amount paid or
payable by a party as a result of any losses shall be deemed to include, subject
to the limitations set forth in this Section, any reasonable attorneys' or other
reasonable fees or expenses incurred by such party in connection with any
proceeding to the extent such party would have been indemnified for such fees or
expenses if the indemnification provided for in this Section was available to
such party in accordance with its terms.

                  (ii)  The parties hereto agree that it would not be just and
equitable if contribution pursuant to this Section 6(e) were determined by pro
rata allocation or by any other method of allocation that does not take into
account the equitable considerations referred to in the immediately preceding
paragraph. Notwithstanding the provisions of this Section 6(e), a holder shall
not be required to contribute, in the aggregate, any amount in excess of the
amount by which the proceeds actually received by such holder from the sale of
the Registrable Securities subject to the proceeding exceeds the amount of any
damages that the 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.

                  (iii) The indemnity and contribution agreements contained in
this Section are in addition to any liability that the indemnifying parties may
have to the indemnified parties.

                  7.    Participation in Underwritten Registrations. No Person
may participate in any registration hereunder which is underwritten unless such
Person (a) agrees to sell such Person's securities on the basis provided in any
underwriting arrangements approved by the Person or Persons entitled hereunder
to approve such arrangements and (b) completes and executes all questionnaires,
powers of attorney, indemnities, underwriting agreements and other documents
required under the terms of such underwriting arrangements or as reasonably
requested by the underwriters in such registration; provided, that no holder of
Registrable Securities included in any underwritten registration shall be
required to make any representations or warranties to the Company or the
underwriters other than representations and warranties regarding such holder,
such holder's Registrable Securities and such holder's intended method of
distribution or to undertake any indemnification obligations to the Company or
the underwriters with respect thereto, except as otherwise provided in Section 6
hereof.

                  8.    Current Public Information. For so long as the Company
is subject to the reporting requirements of Section 13 or 15 of the Exchange
Act, the Company covenants that it will file the reports required to be filed by
it under the Securities Act and Section 13(a) or 15(d) of the Exchange Act and
the rules and regulations adopted by the SEC thereunder, that if it ceases to be
so required to file such reports, it will upon the request of any holder of
Registrable Securities (a) make


                                       11
<PAGE>   12

publicly available such information as is necessary to permit sales pursuant to
Rule 144 under the Securities Act, (b) deliver such information to a prospective
purchaser as is necessary to permit sales pursuant to Rule 144A under the
Securities Act, and (c) take such further action that is reasonable in the
circumstances, in each case, to the extent required from time to time to enable
such holder to sell its Registrable Securities without registration under the
Securities Act within the limitation of the exemptions provided by (A) Rule 144A
under the Securities Act, as such Rule may be amended from time to time, (B)
Rule 144A under the Securities Act, as such Rule may be amended from time to
time, or (C) any similar rules or regulations hereafter adopted by the
Securities and Exchange Commission. Upon the request of any holder of
Registrable Securities, the Company will deliver to such holder a written
statement as to whether it has complied with such requirements.

                  9.  Definitions.


                  "Affiliate" of a Person means any other Person that directly,
or indirectly through one or more intermediaries, controls, is controlled by, or
is under common control with such Person. As used in this definition, "control"
(including, with its correlative meanings, "controlled by" and "under common
control with") shall mean possession, directly or indirectly, of power to direct
or cause the direction of management or policies (whether through ownership of
securities or partnership or other ownership interests, by contract or
otherwise).

                  "Business Day" means any day other than a Saturday, a Sunday
or a day on which banks in New York City are authorized or obligated by law or
executive order to close.

                  "Board" means the board of directors of the Company.

                  "Common Stock" means the Common Stock of the Company, $.01 par
value per share.

                  "Existing Investor Registrable Securities" means Registrable
Securities owned by the Existing Investors.

                  "Existing Investors" means 21st Century Communications
Partners, L.P., a Delaware limited partnership, 21st Century Communications T-E
Partners, L.P., a Delaware limited partnership, 21st Century Communications
Foreign Partners, L.P., a Delaware limited partnership, Pulitzer, Inc., John
Griffin, David Pecker, Peter Ezersky, David Lee, Joshua Steiner, Charles Curran,
Jr., Robert L. Winikoff and Elektra Investments, A.V.V., an Aruban exempted
company, John Strauss, Eric Strauss Trust, The Cheryl Strauss Trust, Julie
Stanton Trust, Thomas J. Donovan, and their respective Permitted Transferees in
their capacity as holders of Registrable Securities.

                  "IPO" means the sale in an initial firmly underwritten public
offering registered under the Securities Act and underwritten by a nationally
recognized investment bank selected by the Company of any shares of Common Stock
which are listed on any securities exchange or quoted on the NASDAQ Stock Market
System or the over-the-counter market following such offering.


                                       12
<PAGE>   13


                  "NBIC Holders" means NBIC and its Permitted Transferees in
their capacity as holders of Registrable Securities.

                  "NBIC Registrable Securities" means Registrable Securities
owned by the NBIC Holders.

                  "Other Investor Registrable Securities" means Registrable
Securities owned by the Other Investors.

                  "Other Investors" means the Investors other than the Series D
Holders, NBIC and the Existing Investors, and their respective Permitted
Transferees in their capacity as holders of Registrable Securities.

                  "Permitted Transferee" has the meaning assigned thereto in the
Stockholders Agreement.

                  "Preferred Shares" means the Series D Preferred Stock of the
Company, $1.00 par value per share, issued pursuant to the Purchase Agreement.

                  "Purchase Agreement" has the meaning set forth in the recitals
hereto.

                  "Registrable Securities" means any shares of Common Stock (i)
owned as of the date hereof, (ii) underlying the warrants owned on the date
hereof by the Warrant Holders, (iii) issued or issuable upon conversion of the
Preferred Shares purchased by the Series D Holders on or after the date hereof
or (iv) acquired after the date hereof by virtue of any stock split or
combination, stock dividend or similar event in respect of any of the securities
referred to in clauses (i) and (ii) of this definition, or otherwise (excluding
any shares of Common Stock purchased in a public offering or in an open market
transaction following an IPO by any Person who is not an Affiliate of the
Company); provided, that shares of Common Stock that are Registrable Securities
shall cease to be Registrable Securities upon the sale thereof pursuant to an
effective Registration Statement or pursuant to Rule 144 (or successor rule)
under the Securities Act or, after the fifth anniversary of the date of this
Agreement, upon, in the case of any holder that together with its Permitted
Transferees holds an aggregate of less than 3% of the Company's outstanding
Common Stock, such holder becoming eligible to sell shares of Common Stock
pursuant to Rule 144(k) (or successor rule) under the Securities Act or
otherwise without restriction (including volume limitations) under the
Securities Act; provided, further that shares of Common Stock that are
Registrable Securities shall continue to be Registrable Securities upon their
transfer in a private transaction exempt from the registration requirements of
the Securities Act to a person who is already a party to this Agreement (or a
Permitted Transferee of any party to this Agreement) or who becomes a party to
this Agreement by agreeing in writing to be bound by the terms of this Agreement
by executing a joinder in substantially the form attached hereto as Exhibit A.
For purposes of this Agreement, a Person will be deemed to be a holder of
Registrable Securities whenever such Person has the right to acquire directly or
indirectly such Registrable Securities (upon conversion or exercise in
connection with a transfer of securities or otherwise, but disregarding any
restrictions or limitations upon the exercise of such right), whether or not
such acquisition has actually been effected. As used in this


                                       13
<PAGE>   14

Agreement, "Registrable Securities" shall refer to Existing Investor Registrable
Securities, NBIC Registrable Securities, Other Investor Registrable Securities
and Series D Registrable Securities, collectively.

                  "Registration Expenses" has the meaning set forth in Section
5(a) hereof.

                  "Series D Holders" means CDPQ, and following the date hereof
any other purchaser of Preferred Shares who agrees in writing after the date
hereof to be bound by the provisions of this Agreement by executing a joinder in
substantially the form attached hereto as Exhibit A, and their respective
Permitted Transferees in their capacity as holders of Registrable Securities.

                  "Series D Registrable Securities" means Registrable Securities
owned by the Series D Holders.

                  "Stockholders Agreement" means the Second Amended and Restated
Stockholders Agreement, dated as of the date hereof, by and among the Company,
the holders of Preferred Shares, and certain other stockholders of the Company
named therein, as amended, restated or modified from time to time.

                  "Warrant Holders" means the Investors identified on Schedule B
hereto.

                  10 Miscellaneous.


                  (a) No Inconsistent Agreements. Other than as set forth in the
schedules to the Purchase Agreement with respect to registration rights granted
to certain Warrant Holders, the Company has not entered into, and the Company
will not hereafter enter into any agreement with respect to its securities which
is inconsistent with, impairs or violates the rights granted to the holders of
Registrable Securities in this Agreement.

                  (b) Adjustments Affecting Registrable Securities. The Company
will not take any action, or permit any change to occur, with respect to its
securities which would adversely affect the ability of the holders of
Registrable Securities to include such Registrable Securities in a registration
undertaken pursuant to this Agreement or which would adversely affect the
marketability of such Registrable Securities in any such registration
(including, without limitation, effecting a stock split or a combination of
shares).

                  (c) Remedies. Any Person having rights under any provision of
this Agreement will be entitled to enforce such rights specifically to recover
damages caused by reason of any breach of any provision of this Agreement and to
exercise all other rights granted by law. The parties hereto agree and
acknowledge that money damages may not be an adequate remedy for any breach of
the provisions of this Agreement and that any party may in its sole discretion
apply to any court of law or equity of competent jurisdiction (without posting
any bond or other security) for specific performance and for other injunctive
relief in order to enforce or prevent violation of the provisions of this
Agreement.


                                       14
<PAGE>   15


                  (d) Amendments and Waivers. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, waived, modified
or supplemented, and waivers or consents to departures from the provisions
hereof may not be given unless the Company has obtained the written consent of
the holders of (i) a majority of the Registrable Securities held by the Series D
Holders, (ii) a majority of the Registrable Securities held by the NBIC Holders,
(iii) a majority of the Registrable Securities held by the Existing Investors
and (iv) a majority of all Registrable Securities; provided, that any such
modification, amendment or waiver which adversely affects any holder of
Registrable Securities and is prejudicial to such holder of Registrable
Securities relative to all of the other holders of Registrable Securities cannot
be effected without the consent of such holder of Registrable Securities;
provided, further, that the rights or obligations of the Warrant Holders under
this Agreement may not be impaired by any such amendment, waiver, modification
or supplement without the consent of a majority of the Registrable Securities
held by the Warrant Holders unless such amendment, waiver, modification or
supplement similarly impairs the rights or obligations of the other holders of
Registrable Securities who have such rights or obligations under this Agreement.
The failure of any party to enforce any of the provisions of this Agreement
shall in no way be construed as a waiver of such provisions and shall not affect
the right of such party thereafter to enforce each and every provision of this
Agreement in accordance with its terms.

                  (e) Successors and Assigns. All covenants and agreements in
this Agreement by or on behalf of any of the parties hereto will bind and inure
to the benefit of the permitted respective successors and assigns of the parties
hereto whether so expressed or not. In addition, whether or not any express
assignment has been made, the provisions of this Agreement which are for the
benefit of Investors or holders of Registrable Securities are also for the
benefit of, and enforceable by, any subsequent holder of Registrable Securities.

                  (f) Notices. All notices, requests, consents and other
communications provided for herein shall be in writing and shall be (i)
delivered in person, (ii) transmitted by telecopy, (iii) sent by first-class,
registered or certified mail, postage prepaid, or (iv) sent by reputable
overnight courier service, fees prepaid, to the recipient at the address or
telecopy number set forth below, or such other address or telecopy number as may
hereafter be designated in writing by such recipient. Notices shall be deemed
given upon personal delivery, seven days following deposit in the mail as set
forth above, upon acknowledgment by the receiving telecopier or one day
following deposit with an overnight courier service.

                  (i) If to the Company:

                                    Next Generation Network, Inc.
                                    11010 Prairie Lakes Drive
                                    Suite 300
                                    Minneapolis, MN  55344-3854
                                    Telecopy: (612) 943-4299
                                    Attention:  Thomas M. Pugliese, CEO


                                       15

<PAGE>   16



                            with a copy to (which shall not constitute notice
                            to the Company):

                                    Akin, Gump, Strauss, Hauer & Feld, L.L.P.
                                    590 Madison Avenue
                                    New York, NY 10022
                                    Telecopy: (212) 872-1002
                                    Attention: Ronald R. Adee, Esq.

                  (ii)      If to any NBIC Holder:

                                    Nevada Bond Investment Corp. II
                                    c/o United Technologies Corporation
                                    United Technologies Building
                                    Hartford, CT 06101
                                    Telecopy: (860) 728-7822
                                    Attention: Lawrence V. Mowell, Jr.

                  (iii)     If to CDPQ:

                            [C/O] Capital Communications CDPQ Inc.
                                    Place Mercantile
                                    2001, Avenue McGill College
                                    Montreal, Quebec  H3A 1G1
                                    Telecopy: (514) 847-5980
                                    Attention: Roland Ribotti


                            with a copy to (which shall not constitute notice to
                            any Investor):

                                    Kirkland & Ellis
                                    153 East 53rd Street
                                    New York, New York  10022
                                    Telecopy: (212) 446-4900
                                    Attention: Kimberly P. Taylor, Esq.

                  (iv)      If to any other Investor, at the address set forth
below such holder's signature hereto;

or such other address or to the attention of such other Person as the recipient
party shall have specified by prior written notice to the sending party.

                  (g)       Interpretation of Agreement; Severability.
The provisions of this Agreement shall be applied and interpreted in a manner
consistent with each other so as to carry out the purposes and intent of the
parties hereto, but if for any reason any provision hereof is determined to be
unenforceable or invalid, such provision or such part thereof as may be
unenforceable or invalid shall


                                       16

<PAGE>   17


be deemed severed from the Agreement and the remaining provisions carried
out with the same force and effect as if the severed provision or part thereof
had not been a part of this Agreement.

                  (h) GOVERNING LAW. THE CORPORATE LAW OF THE STATE OF DELAWARE
SHALL GOVERN ALL ISSUES CONCERNING THE RELATIVE RIGHTS OF THE COMPANY AND ITS
STOCKHOLDERS. ALL OTHER PROVISIONS OF THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT
GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAWS OR CHOICE OF LAW OF THE STATE
OF NEW YORK OR ANY OTHER JURISDICTION WHICH WOULD RESULT IN THE APPLICATION OF
THE LAW OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK.

                  (i) Counterparts. This Agreement may be executed in one or
more counterparts, each of which shall be deemed to be an original, but all of
which taken together shall constitute one and the same Agreement.

                  (j) Entire Agreement. Except as otherwise expressly set forth
herein, this document, the Purchase Agreement and each of the other Related
Documents embodies the complete agreement and understanding among the parties
hereto with respect to the subject matter hereof and supersede and preempt any
prior understandings, agreements or representations by or among the parties,
written or oral, which may have related to the subject matter hereof in any way
(including, without limitation, each of (i) the Existing Registration Rights
Agreement and (ii) the letter of intent executed by the Company and CDPQ dated
as of September 20, 2000).

                  (k) Time of the Essence; Computation of Time. Time is of the
essence for each and every provision of this Agreement. Whenever the last day
for the exercise of any privilege or the discharge or any duty hereunder shall
fall upon a day which is not a Business Day, the party having such privilege or
duty may exercise such privilege or discharge such duty on the next succeeding
day which is a regular business day.

                  (l) Waiver of Jury Trial. The parties to this Agreement each
hereby waives, to the fullest extent permitted by law, any right to trial by
jury of any claim, demand, action, or cause of action (i) arising under this
Agreement or (ii) in any way connected with or related or incidental to the
dealings of the parties hereto in respect of this Agreement or any of the
transactions related hereto, in each case whether now existing or hereafter
arising, and whether in contract, tort, equity, or otherwise. The parties to
this Agreement each hereby agrees and consents that any such claim, demand,
action, or cause of action shall be decided by court trial without a jury and
that the parties to this Agreement may file an original counterpart of a copy of
this Agreement with any court as written evidence of the consent of the parties
hereto to the waiver of their right to trial by jury.


                            *     *     *     *    *

                            [SIGNATURE PAGES FOLLOW]


                                       17

<PAGE>   18

                  IN WITNESS WHEREOF, the undersigned has caused this Second
Amended and Restated Registration Rights Agreement to be executed as of the date
first above written.


                                          NEXT GENERATION NETWORK, INC.


                                          By: /s/ Thomas M. Pugliese
                                              ----------------------------------
                                              Name:  Thomas M. Pugliese
                                              Title:




<PAGE>   19




                  IN WITNESS WHEREOF, the undersigned has caused this Second
Amended and Restated Registration Rights Agreement to be executed as of the date
first above written.




                                         NEVADA BOND INVESTMENT CORP. II


                                         By:
                                             -----------------------------------
                                             Name:
                                             Title:





<PAGE>   20


                  IN WITNESS WHEREOF, the undersigned has caused this Second
Amended and Restated Registration Rights Agreement to be executed as of the date
first above written.




                                         CAPITAL COMMUNICATIONS CDPQ, INC.


                                         By:
                                             -----------------------------------
                                             Name:    Helene Belanger
                                             Title:   Vice President


                                         By:
                                             -----------------------------------
                                             Name:    Roland Ribotti
                                             Title:   Manager


<PAGE>   21




                  IN WITNESS WHEREOF, the undersigned has caused this Second
Amended and Restated Registration Rights Agreement to be executed as of the date
first above written.






                                         GERARD P. JOYCE


                                         Address:
                                                 -------------------------------





<PAGE>   22




                  IN WITNESS WHEREOF, the undersigned has caused this Second
Amended and Restated Registration Rights Agreement to be executed as of the date
first above written.






                                         THOMAS M. PUGLIESE


                                         Address:
                                                 -------------------------------





<PAGE>   23



                  IN WITNESS WHEREOF, the undersigned has caused this Second
Amended and Restated Registration Rights Agreement to be executed as of the date
first above written.




                                            21ST CENTURY COMMUNICATIONS
                                            PARTNERS, L.P.

                   By:     Sandler Investment Partners, L.P.,
                           General Partner

                                            By:      Sandler Capital Management,
                                                     General Partner

                                            By:      MJM Media Corp., a General
                                                     Partner

                                            By:
                                               ---------------------------------
                                            Name:    MICHAEL J. MAROCCO
                                            Title:   President


                                            Address:
                                                    ----------------------------





<PAGE>   24




                  IN WITNESS WHEREOF, the undersigned has caused this Second
Amended and Restated Registration Rights Agreement to be executed as of the date
first above written.




                                    21ST CENTURY COMMUNICATIONS
                                    T-E PARTNERS, L.P.

                                    By:      Sandler Investment Partners,  L.P.,
                                             General Partner

                                    By:      Sandler Capital Management,
                                             General Partner

                                    By:      MJM Media Corp., a General
                                             Partner

                                    By:
                                        ----------------------------------------
                                    Name:    MICHAEL J. MAROCCO
                                    Title:   President


                                    Address:
                                            ------------------------------------





<PAGE>   25




                  IN WITNESS WHEREOF, the undersigned has caused this Second
Amended and Restated Registration Rights Agreement to be executed as of the date
first above written.



                                   21ST CENTURY COMMUNICATIONS
                                   FOREIGN PARTNERS, L.P.


                                   By:      Sandler Investment Partners, L.P.,
                                            General Partner

                                   By:      Sandler Capital Management,
                                            General Partner

                                   By:      MJM Media Corp., a General Partner


                                   By:
                                      ------------------------------------------
                                   Name:    MICHAEL J. MAROCCO
                                   Title:   President


                                   Address:
                                           -------------------------------------





<PAGE>   26




                  IN WITNESS WHEREOF, the undersigned has caused this Second
Amended and Restated Registration Rights Agreement to be executed as of the date
first above written.



                                            PULITZER, INC.


                                            By:
                                               --------------------------------
                                            Name:
                                            Title:


                                            Address:
                                                    ---------------------------





<PAGE>   27




                  IN WITNESS WHEREOF, the undersigned has caused this Second
Amended and Restated Registration Rights Agreement to be executed as of the date
first above written.





                                                JOHN GRIFFIN


                                                Address:
                                                        ------------------------





<PAGE>   28




                  IN WITNESS WHEREOF, the undersigned has caused this Second
Amended and Restated Registration Rights Agreement to be executed as of the date
first above written.





                                                DAVID PECKER


                                                Address:
                                                        ------------------------






<PAGE>   29




                  IN WITNESS WHEREOF, the undersigned has caused this Second
Amended and Restated Registration Rights Agreement to be executed as of the date
first above written.




                                                PETER EZERSKY


                                                Address:
                                                        ------------------------




<PAGE>   30




                  IN WITNESS WHEREOF, the undersigned has caused this Second
Amended and Restated Registration Rights Agreement to be executed as of the date
first above written.





                                              DAVID LEE


                                              Address:
                                                      --------------------------






<PAGE>   31




                  IN WITNESS WHEREOF, the undersigned has caused this Second
Amended and Restated Registration Rights Agreement to be executed as of the date
first above written.





                                             JOSHUA STEINER


                                             Address:
                                                     ---------------------------






<PAGE>   32




                  IN WITNESS WHEREOF, the undersigned has caused this Second
Amended and Restated Registration Rights Agreement to be executed as of the date
first above written.





                                               CHARLES CURRAN, JR.


                                               Address:
                                                       -------------------------






<PAGE>   33




                  IN WITNESS WHEREOF, the undersigned has caused this Second
Amended and Restated Registration Rights Agreement to be executed as of the date
first above written.




                                               ROBERT L. WINIKOFF


                                               Address:
                                                       -------------------------




<PAGE>   34




                  IN WITNESS WHEREOF, the undersigned has caused this Second
Amended and Restated Registration Rights Agreement to be executed as of the date
first above written.




                                   ELEKTRA INVESTMENTS, A.V.V.


                                   By:
                                      -----------------------------------------
                                   Name:
                                   Title:


                                   Address:
                                           ------------------------------------





<PAGE>   35




                  IN WITNESS WHEREOF, the undersigned has caused this Second
Amended and Restated Registration Rights Agreement to be executed as of the date
first above written.



                                            ERIC STRAUSS TRUST


                                            By:
                                                -------------------------------
                                            Name:
                                            Title:


                                            Address:
                                                    ---------------------------







<PAGE>   36




                  IN WITNESS WHEREOF, the undersigned has caused this Second
Amended and Restated Registration Rights Agreement to be executed as of the date
first above written.




                                                THE CHERYL STRAUSS TRUST


                                                By:
                                                    ---------------------------
                                                Name:
                                                Title:


                                                Address:
                                                        -----------------------







<PAGE>   37




                  IN WITNESS WHEREOF, the undersigned has caused this Second
Amended and Restated Registration Rights Agreement to be executed as of the date
first above written.




                                            JULIE STANTON TRUST


                                            By:
                                               --------------------------------
                                            Name:
                                            Title:


                                            Address:
                                                    ---------------------------







<PAGE>   38





              IN WITNESS WHEREOF, the undersigned has caused this Second Amended
and Restated Registration Rights Agreement to be executed as of the date first
above written.



                                             -----------------------------
                                             THOMAS J. DONOVAN


                                             Address:
                                                     ---------------------------







<PAGE>   39



              IN WITNESS WHEREOF, the undersigned has caused this Second Amended
and Restated Registration Rights Agreement to be executed as of the date first
above written.






                                             STEPHEN ADAMS


                                             Address:
                                                     ---------------------------




<PAGE>   40




              IN WITNESS WHEREOF, the undersigned has caused this Second Amended
and Restated Registration Rights Agreement to be executed as of the date first
above written.






                                            CAROLINE BONACCI


                                            Address:
                                                    ---------------------------





<PAGE>   41




              IN WITNESS WHEREOF, the undersigned has caused this Second Amended
and Restated Registration Rights Agreement to be executed as of the date first
above written.






                                             THOMAS J. DAVIS


                                             Address:
                                                     ---------------------------





<PAGE>   42




              IN WITNESS WHEREOF, the undersigned has caused this Second Amended
and Restated Registration Rights Agreement to be executed as of the date first
above written.




                                            DRAKE, GOODWIN & CO.



                                            By:
                                               ---------------------------------
                                            Name:
                                            Title:


                                            Address:
                                                    ----------------------------




<PAGE>   43




              IN WITNESS WHEREOF, the undersigned has caused this Second Amended
and Restated Registration Rights Agreement to be executed as of the date first
above written.






                                             JOHN T. FITZSIMMONS


                                             Address:
                                                     ---------------------------





<PAGE>   44




              IN WITNESS WHEREOF, the undersigned has caused this Second Amended
and Restated Registration Rights Agreement to be executed as of the date first
above written.




                                             FRANTZEN/VOELKER INVESTMENTS,
                                             L.L.C.



                                             By:
                                                --------------------------------
                                             Name:
                                             Title:


                                             Address:
                                                     ---------------------------




<PAGE>   45




              IN WITNESS WHEREOF, the undersigned has caused this Second Amended
and Restated Registration Rights Agreement to be executed as of the date first
above written.






                                             TIMOTHY P. HARTMAN


                                             Address:
                                                     ---------------------------




<PAGE>   46




              IN WITNESS WHEREOF, the undersigned has caused this Second Amended
and Restated Registration Rights Agreement to be executed as of the date first
above written.





                                              SHELDON G. HURST


                                              Address:
                                                      --------------------------




<PAGE>   47




              IN WITNESS WHEREOF, the undersigned has caused this Second Amended
and Restated Registration Rights Agreement to be executed as of the date first
above written.






                                             DONALD B. JENNINGS


                                             Address:
                                                     ---------------------------




<PAGE>   48




              IN WITNESS WHEREOF, the undersigned has caused this Second Amended
and Restated Registration Rights Agreement to be executed as of the date first
above written.







                                             PAUL M. LEHNER


                                             Address:
                                                     ---------------------------




<PAGE>   49




              IN WITNESS WHEREOF, the undersigned has caused this Second Amended
and Restated Registration Rights Agreement to be executed as of the date first
above written.






                                             DR. CARLOS NAVARRO


                                             Address:
                                                     ---------------------------




<PAGE>   50




              IN WITNESS WHEREOF, the undersigned has caused this Second Amended
and Restated Registration Rights Agreement to be executed as of the date first
above written.






                                             MATTHEW PUGLIESE


                                             Address:
                                                     ---------------------------





<PAGE>   51




              IN WITNESS WHEREOF, the undersigned has caused this Second Amended
and Restated Registration Rights Agreement to be executed as of the date first
above written.







                                             JAMES H. STONE


                                             Address:
                                                     ---------------------------





<PAGE>   52




              IN WITNESS WHEREOF, the undersigned has caused this Second Amended
and Restated Registration Rights Agreement to be executed as of the date first
above written.





                                              STONE FAMILY FUND



                                              By:
                                                 -------------------------------
                                              Name:
                                              Title:


                                              Address:
                                                      --------------------------




<PAGE>   53




              IN WITNESS WHEREOF, the undersigned has caused this Second Amended
and Restated Registration Rights Agreement to be executed as of the date first
above written.





                                             JOHN STRAUSS


                                             Address:
                                                     ---------------------------





<PAGE>   54




              IN WITNESS WHEREOF, the undersigned has caused this Second Amended
and Restated Registration Rights Agreement to be executed as of the date first
above written.







                                             MARGARITA UBINAS


                                             Address:
                                                     ---------------------------




<PAGE>   55




              IN WITNESS WHEREOF, the undersigned has caused this Second Amended
and Restated Registration Rights Agreement to be executed as of the date first
above written.







                                             MARGARITA UBINAS AS CUSTODIAN


                                             Address:
                                                     ---------------------------




<PAGE>   56




              IN WITNESS WHEREOF, the undersigned has caused this Second Amended
and Restated Registration Rights Agreement to be executed as of the date first
above written.







                                             DONALD BRONSKY


                                             Address:
                                                     ---------------------------




<PAGE>   57




              IN WITNESS WHEREOF, the undersigned has caused this Second Amended
and Restated Registration Rights Agreement to be executed as of the date first
above written.



                                             NORTH DAKOTA HIGH YIELD

                                             By:
                                                --------------------------------
                                             Name:
                                             Title


                                             Address:
                                                     ---------------------------


                                             -----------------------------------



<PAGE>   58




              IN WITNESS WHEREOF, the undersigned has caused this Second Amended
and Restated Registration Rights Agreement to be executed as of the date first
above written.

                                              THE LEGG MASON USA HIGH YIELD FUND

                                              By:
                                                --------------------------------
                                              Name:
                                              Title:


                                              Address:
                                                      --------------------------


                                              ----------------------------------





<PAGE>   59




              IN WITNESS WHEREOF, the undersigned has caused this Second Amended
and Restated Registration Rights Agreement to be executed as of the date first
above written.



                                             CHESIL & COMPANY

                                             By:
                                                --------------------------------
                                             Name:
                                             Title:


                                             Address:
                                                     ---------------------------


                                             -----------------------------------




<PAGE>   60




              IN WITNESS WHEREOF, the undersigned has caused this Second Amended
and Restated Registration Rights Agreement to be executed as of the date first
above written.



                                             OKGBD & Co.

                                             By:
                                                --------------------------------
                                             Name:
                                             Title:


                                             Address:
                                                     ---------------------------


                                             -----------------------------------







<PAGE>   61




              IN WITNESS WHEREOF, the undersigned has caused this Second Amended
and Restated Registration Rights Agreement to be executed as of the date first
above written.



                                             HARE & COMPANY

                                             By:
                                                --------------------------------
                                             Name:
                                             Title:


                                             Address:
                                                     ---------------------------


                                             -----------------------------------



<PAGE>   62




              IN WITNESS WHEREOF, the undersigned has caused this Second Amended
and Restated Registration Rights Agreement to be executed as of the date first
above written.




                                             CREDIT SUISSE ASSET MANAGEMENT
                                             INCOME FUND

                                             By:
                                                --------------------------------
                                             Name:
                                             Title:


                                             Address:
                                                     ---------------------------


                                             -----------------------------------


<PAGE>   63




              IN WITNESS WHEREOF, the undersigned has caused this Second Amended
and Restated Registration Rights Agreement to be executed as of the date first
above written.




                                             CSAM STRATEGIC GLOBAL INCOME
                                             FUND INC

                                             By:
                                                --------------------------------
                                             Name:
                                             Title:



                                             Address:
                                                     ---------------------------


                                             -----------------------------------



<PAGE>   64




              IN WITNESS WHEREOF, the undersigned has caused this Second Amended
and Restated Registration Rights Agreement to be executed as of the date first
above written.




                                              WARBURG PINCUS HIGH YIELD FUND

                                              By:
                                                --------------------------------
                                              Name:
                                              Title:


                                              Address:
                                                      --------------------------


                                              ----------------------------------







<PAGE>   65




              IN WITNESS WHEREOF, the undersigned has caused this Second Amended
and Restated Registration Rights Agreement to be executed as of the date first
above written.




                                             SEI INSTITUTIONAL MANAGED TRUST

                                             By:
                                                --------------------------------
                                             Name:
                                             Title:


                                             Address:
                                                     ---------------------------


                                             -----------------------------------



<PAGE>   66




              IN WITNESS WHEREOF, the undersigned has caused this Second Amended
and Restated Registration Rights Agreement to be executed as of the date first
above written.




                                             OMAHA PUBLIC SCHOOL EMPLOYEE
                                             RETIREMENT SYSTEM

                                             By:
                                                --------------------------------
                                             Name:
                                             Title:



                                             Address:
                                                     ---------------------------


                                             -----------------------------------



<PAGE>   67




              IN WITNESS WHEREOF, the undersigned has caused this Second Amended
and Restated Registration Rights Agreement to be executed as of the date first
above written.




                                             BLAZERHOLD & CO.

                                             By:
                                                --------------------------------
                                             Name:
                                             Title:


                                             Address:
                                                     ---------------------------


                                             -----------------------------------



<PAGE>   68




              IN WITNESS WHEREOF, the undersigned has caused this Second Amended
and Restated Registration Rights Agreement to be executed as of the date first
above written.



                                            THE COMMON FUND

                                            By:
                                                --------------------------------
                                            Name:
                                            Title:



                                            Address:
                                                    ----------------------------


                                            ------------------------------------


<PAGE>   69




              IN WITNESS WHEREOF, the undersigned has caused this Second Amended
and Restated Registration Rights Agreement to be executed as of the date first
above written.




                                             -----------------------------------
                                             ROBERT L. MENDELHALL




                                             Address:
                                                     ---------------------------


                                             -----------------------------------


<PAGE>   70




              IN WITNESS WHEREOF, the undersigned has caused this Second Amended
and Restated Registration Rights Agreement to be executed as of the date first
above written.




                                             -----------------------------------
                                             RONALD L. PALMER




                                             Address:
                                                     ---------------------------


                                             -----------------------------------

<PAGE>   71




              IN WITNESS WHEREOF, the undersigned has caused this Second Amended
and Restated Registration Rights Agreement to be executed as of the date first
above written.




                                             -----------------------------------
                                             WILLIAM G. KELLEY




                                             Address:
                                                     ---------------------------


                                             -----------------------------------


<PAGE>   72




              IN WITNESS WHEREOF, the undersigned has caused this Second Amended
and Restated Registration Rights Agreement to be executed as of the date first
above written.




                                             WGK PROPERTIES, LTD.


                                             By:
                                                --------------------------------
                                              Name:
                                              Title:

                                             Address:
                                                     ---------------------------


                                             -----------------------------------


<PAGE>   73










                                   SCHEDULE A


<TABLE>
<S>                                                   <C>

Gerard P. Joyce                                        Peter Ezersky
Thomas M. Pugliese                                     David Lee
Thomas J. Davis                                        Joshua Steiner
John T. Fitzsimmons                                    Charles Curran, Jr.
Thomas J. Donovan                                      Robert L. Winikoff
Timothy P. Hartman                                     Elektra Investments, A.V.V.
Sheldon G. Hurst                                       Eric Strauss Trust
Margarita Ubinas                                       The Cheryl Strauss Trust
John L. Strauss                                        Julie Stanton Trust
Margarita Ubinas, as custodian                         Thomas J. Donovan
Dr. Carlos Navarro                                     Donald A. Bronsky
Paul M. Lehner                                         North Dakota High Yield
James H. Stone                                         The Legg Mason USA High Yield Fund
Stone Family Fund, LLC                                 Chesil & Company
Donald B. Jennings                                     OKGBD & Co.
Frantzen/Voelker Investments, LLC                      Hare & Company
Drake, Goodwin & Co., Inc.                             Credit Suisse Asset Management Income
Stephen Adams                                          Fund
Matthew J. Pugliese                                    CSAM Strategic Global Income Fund Inc.
Caroline J. Bonacci                                    Warburg Pincus High Yield Fund
21st Century Communications Partners, L.P.             SEI Institutional Managed Trust
21st Century Communications T-E Partners, L.P.         Omaha Public School Employee Retirement
21st Century Communications Foreign                    System
Partners, L.P.                                         Blazerhold & Co.
Ronald L. Palmer                                       The Common Fund
William G. Kelley
WGK Properties, Ltd.

Pulitzer, Inc.
John Griffin
David Pecker

</TABLE>










                               Schedule A, Page 1
<PAGE>   74








                                    EXHIBIT A

                               FORM OF JOINDER TO
               AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

              JOINDER to the Amended and Restated Registration Rights Agreement
(this "Joinder"), dated as of October [__], 2000, by and among Next Generation
Network, Inc., a Delaware corporation (the "Company"), and certain stockholders
of the Company (the "Agreement"), is made and entered into as of [__________] by
and between the Company and [INVESTOR] (the "Investor"). Capitalized terms used
but not otherwise defined herein shall have the meanings set forth in the
Agreement.

              WHEREAS, the Investor has acquired certain equity securities of
the Company and the Investor and the Company desire that the Investor, as a
holder of such equity securities, become a party to the Agreement, and the
Investor agrees to do so in accordance with the terms hereof.

              NOW, THEREFORE, in consideration of the mutual covenants contained
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties to this Joinder hereby agree as
follows:

              (a) Agreement to be Bound. The Investor hereby agrees that upon
execution of this Joinder, it shall become a party to the Agreement and shall be
fully bound by, and subject to, all of the covenants, terms and conditions of
the Agreement as though an original party thereto and shall be deemed a [SERIES
D HOLDER] for all purposes thereof. In addition, the Investor hereby agrees that
all [PREFERRED SHARES] held by the Investor shall be deemed [SERIES D
REGISTRABLE SECURITIES] for all purposes of the Agreement.


              (b) Successors and Assigns. Except as otherwise provided herein,
this Joinder shall bind and inure to the benefit of and be enforceable by the
Company and its

                                       A-1

<PAGE>   75



successors and assigns and the Investor and any subsequent holders of the
Investor's [SERIES D REGISTRABLE SECURITIES] and the respective successors and
assigns of each of them, so long as they hold any [SERIES D REGISTRABLE
SECURITIES].

              (c) Counterparts. This Joinder may be executed in separate
counterparts each of which shall be an original and all of which taken together
shall constitute one and the same agreement.

              (d) Notices. For purposes of Section 9(f) of the Agreement, all
notices, demands or  other communications to the Investor shall be
directed to:

                         [NAME]
                         [ADDRESS]
                         [ATTENTION]
                         [FACSIMILE NUMBER]

              (E) GOVERNING LAW. THE CORPORATE LAW OF THE STATE OF DELAWARE
SHALL GOVERN ALL ISSUES CONCERNING THE RELATIVE RIGHTS OF THE COMPANY AND ITS
STOCKHOLDERS. ALL OTHER PROVISIONS OF THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT
GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAWS OR CHOICE OF LAW OF THE STATE
OF NEW YORK OR ANY OTHER JURISDICTION WHICH WOULD RESULT IN THE APPLICATION OF
THE LAW OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK.

              (f) Descriptive Headings. The descriptive headings of this Joinder
are inserted for convenience only and do not constitute a part of this Joinder.



                               *   *   *   *   *

                                      A-2

<PAGE>   76


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


                                             NEXT GENERATION NETWORK, INC.


                                             By:
                                                --------------------------------
                                                Name:
                                                Title:


                                             [INVESTOR]


                                             By:
                                                --------------------------------
                                                Name:
                                                Title:






                                      A-3