EXHIBIT 10.9

                          REGISTRATION RIGHTS AGREEMENT


         THIS REGISTRATION  RIGHTS AGREEMENT (the "Agreement")  dated as of June
17, 1999, by and between Executive Telecard,  Ltd., a Delaware  corporation (the
"Company"), and American United Global, Inc. (the "Holder").

         WHEREAS,  pursuant to an Asset Purchase  Agreement  dated July 10, 1998
and  amendments  (including  Amendment  No.  3)  thereto  (the  "Asset  Purchase
Agreement ") the Company is issuing to the Holder one share of the  Company's 6%
Series G Preferred Stock (the "Preferred Stock").

         WHEREAS, the Preferred Stock may be converted into the Company's Common
Stock and may receive  dividends,  at the Company's option in Common Stock. (The
Company's  Common Stock issuable upon  conversion of the Preferred Stock and any
shares of Common Stock issued as dividend on the Preferred Stock are referred to
collectively as the "Registrable Securities");

         WHEREAS,  the transfer of the Preferred  Stock to Holder is exempt from
the  registration  requirements  of the  Securities Act of 1933, as amended (the
"1933 Act").

         WHEREAS,  pursuant to the terms of the Asset Purchase  Agreement and in
order to induce the Holder to accept the  Preferred  Stock,  the Company and the
Holder have agreed to enter into this Agreement.

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
covenants  contained  herein and in the Asset  Purchase  Agreement,  the Company
hereby agrees as follows:

         1. Registration Rights.

         (a)  Mandatory  Registration.  The Company  shall file with  reasonable
diligence a registration  statement covering the Registrable  Securities as soon
as reasonably  practicable,  but in no event later than is reasonably calculated
to ensure such registration statement shall become effective prior to October 1,
1999.  The Company shall use its best efforts to effect the  registration  under
the Securities Act of all the  Registrable  Securities on or prior to October 1,
1999,  for  resale  under the 1933 Act,  unless  prior to filing a  registration
statement  to effect  such  registration  the  Company  shall  receive a written
request from the holder of the Preferred Stock requesting that such registration
be delayed for a specified  period.  Upon  receipt of such a request the Company
shall delay the effective  date of the  registration  required  pursuant to this
Section 1(a) to such requested date.

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         (b) Demand  Registration.  If the Company, at any time after October 1,
1999,  at a time when no  registration  statement  with  respect to  Registrable
Securities  is  then  effective  (whether  due  to  the  suspension  of a  prior
registration statement or otherwise), receives a written request from the holder
of the Preferred Stock to register the  Registrable  Securities not then subject
to an effective  registration  statement,  the Company shall use its  reasonable
best  efforts  to  effect,  as soon as  practicable,  the  registration  of such
Registrable  Securities for resale under the 1933 Act; provided,  however,  that
the Company shall not be obligated to file a registration statement with respect
to any  Registrable  Securities  that have been sold  pursuant  to an  effective
registration statement or that may be sold under Rule 144(k) under the 1933 Act.

         (c) "Piggyback Registration". If the Company at any time, after October
1, 1999, at a time when no  registration  statement  with respect to Registrable
Securities  is  then  effective  (whether  due  to  the  suspension  of a  prior
registration statement or otherwise), proposes to register any of its securities
under the 1933 Act (other than in  connection  with a merger or pursuant to Form
S-8 or other  comparable  form),  the Company shall give notice to the holder of
the Preferred Stock of such  registration.  If the holder of the Preferred Stock
requests within fifteen (15) days of such notice that the Registrable Securities
be included in such registration, the Company shall request that the underwriter
or  managing  underwriter  (if any) of an  underwritten  offering,  or if not an
underwritten  offering the Company shall include the  Registrable  Securities in
such  registration.  If the offering is  underwritten  and such  underwriter  or
managing  underwriter  agrees  to  include  the  Registrable  Securities  in the
underwritten  offering the Company shall include the  Registrable  Securities in
such registration; provided, however, that:

             (1) If,  at any  time  after  giving  such  written  notice  of the
Company's  intention to register any of the Holder'  Registrable  Securities 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 or to delay the  registration of its securities,  at its sole election,
the Company may give  written  notice of such  determination  to each Holder and
thereupon  shall be  relieved of its  obligation  to  register  any  Registrable
Securities issued or issuable in connection with such registration (but not from
its  obligation  to pay  registration  expenses in  connection  therewith  or to
register the Registrable  Securities in a subsequent  registration) ; and in the
case of a determination to delay a registration  shall thereupon be permitted to
delay registering any Registrable Securities for the same period as the delay in
respect of securities being registered for the Company's own account; and

             (2) The  Company  shall  not be  obligated  to file a  registration
statement  with  respect  to any  Registrable  Securities  that  have  been sold
pursuant

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to an effective  registration  statement or that may be sold under  Rule  144(k)
under the 1933 Act.

         (d)  Cooperation  with  Company.  The Holder  will  cooperate  with the
Company in all respects in connection  with this  Agreement,  including,  timely
supplying all information  reasonably requested by the Company and executing and
returning all documents reasonably requested in connection with the registration
and sale of the Registrable Securities.

         2. Registration Procedures.  If and whenever the Company is required by
any of the  provisions  of this  Agreement to use its best efforts to effect the
registration  of any of the  Registrable  Securities  under  the 1933  Act,  the
Company shall as expeditiously as possible:

         (a) prepare and file with the Securities and Exchange  Commission  (the
"Commission")  a registration  statement and shall use its best efforts to cause
such  registration  statement to become effective and remain effective until all
the Registrable Securities are sold.

         (b)  prepare  and  file  with  the  Commission   such   amendments  and
supplements to such registration statement and the prospectus used in connection
therewith as may be necessary to comply with the provisions of the 1933 Act with
respect  to the sale or other  disposition  of all  securities  covered  by such
registration  statement  (including  prospectus  supplements with respect to the
sales of  securities  or the  exercise of  Preferred  Stock from time to time in
connection  with  a  registration   statement   pursuant  to  Rule  415  of  the
Commission);

         (c)  furnish  to  the  Holder  such  numbers  of  copies  of a  summary
prospectus  or other  prospectus,  including  a  preliminary  prospectus  or any
amendment or supplement to any prospectus,  in conformity with the  requirements
of the 1933 Act, and such other documents,  as the Holder may reasonably request
in order to facilitate  the public sale or other  disposition  of the securities
owned by the Holder;

         (d) use its best efforts to register and qualify the securities covered
by such  registration  statement under such other securities or blue sky laws of
such  jurisdictions  as the Holder  shall  reasonably  request,  except that the
Company  shall not for any such purpose be required to qualify to do business as
a foreign  corporation in any jurisdiction  wherein it is not so qualified or to
file therein any general consent to service of process;

         (e) use its best  efforts  to list such  securities  on any  securities
exchange on which any  securities of the Company is then listed,  if the listing
of such securities is then permitted under the rules of such exchange;


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

         (g)  notify  the  Holder  of  Registrable  Securities  covered  by such
registration  statement,  at any time when a prospectus relating thereto covered
by such  registration  statement is required to be delivered under the 1933 Act,
of the  happening  of any (event of which it has  knowledge as a result of which
the  prospectus  included  in such  registration  statement,  as then in effect,
includes  an untrue  statement  of a material  fact or omits to state a material
fact required to be stated therein or necessary to make the  statements  therein
not misleading in the light of the circumstances then existing; and

         (h) take such other  actions as shall be  reasonably  requested  by any
Holder to facilitate the  registration  and sale of the Registrable  Securities;
provided,  however,  that the Company shall not be obligated to take any actions
not specifically  required elsewhere herein which in the aggregate would cost in
excess of $5,000.

         3. Expenses.  All expenses incurred in any registration of the Holder's
Registrable  Securities  under  this  Agreement  shall  be paid by the  Company,
including,  without  limitation,  printing  expenses,  fees and disbursements of
counsel for the Company, expenses of any audits to which the Company shall agree
or which  shall  be  necessary  to  comply  with  governmental  requirements  in
connection with any such registration,  all registration and filing fees for the
Holder'  Registrable  Securities  under federal and State  securities  laws, and
expenses of complying with the securities or blue sky laws of any  jurisdictions
pursuant to Section 2 (d);  provided,  however,  the Company shall not be liable
for (a) any discounts or commissions to any underwriter;  (b) any stock transfer
taxes  incurred with respect to Registrable  Securities  sold in the Offering or
(c) the fees and expenses of counsel for any Holder,  provided  that the Company
will pay the costs and expenses of Company counsel when the Company's counsel is
representing any or all selling security holders.

                4. Indemnification.  In the event any Registrable Securities are
included in a registration statement pursuant to this Agreement:

         (a)  Company  Indemnity.  Without  limitation  of any  other  indemnity
provided to any  Holder,  to the extent  permitted  by law,  the  Company  shall
indemnify and hold harmless each Holder, the affiliates, officers, directors and
partners of each Holder,  any  underwriter (as defined in the 1933 Act) for such
Holder, and each person, if any, who controls such Holder or underwriter (within
the  meaning  of the  1933  Act or the  Securities  Exchange  Act of  1934  (the
"Exchange Act") , against any losses,  claims,  damages or liabilities (joint or
several) to which they may become  subject  under the 1933 Act, the Exchange Act
or other  federal  or

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state law, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon any of the following statements,
omissions or violations  (collectively a "Violation"):  (i) any untrue statement
or alleged untrue  statement of a material fact  contained in such  registration
statements  including any preliminary  prospectus or final prospectus  contained
therein or any amendments or supplements  thereto,  or any blue sky filings made
in any  jurisdiction,  (ii) the omission or alleged  omission to state therein a
material fact required to be stated therein, or necessary to make the statements
therein,  in  light  of the  circumstances  under  which  they  were  made,  not
misleading,  (iii) any violation or alleged violation by the Company of the 1933
Act, the Exchange  Act, or any state  securities  law or any rule or  regulation
promulgated  under the 1933 Act, the Exchange Act or any state  securities  law,
and in each case, the Company shall reimburse the Holder, affiliate,  officer or
director or partner,  underwriter or  controlling  person for any legal or other
expenses incurred by them in connection with investigating or defending any such
loss, claim, damage,  liability or action;  provided,  however, that the Company
shall  not be liable to any  Holder in any such case for any such  loss,  claim,
damage, liability or action to the extent that it arises out of or is based upon
a  Violation  which  occurs in  reliance  upon and in  conformity  with  written
information  furnished expressly for use in connection with such registration by
the Holder or any other officer, director or controlling person thereof.

         (b) Holder Indemnity.  The Holder shall indemnify and hold harmless the
Company,  its officers and directors,  any  underwriter  (as defined in the 1933
Act) of such  registration  statement and each person,  if any, who controls the
Company or such underwriter  (within the meaning of the 1933 Act or the Exchange
Act) , against any losses, claims, damages, or liabilities (joint or several) to
which they may become  subject under the 1933 Act, the Exchange Act or any state
securities law, and the Holder shall reimburse the Company, officer or director,
underwriter  or controlling  person for any legal or other expenses  incurred by
them in connection with investigating or defending any such loss, claim, damage,
liability or action;  insofar as such losses, claims, damages or liabilities (or
actions  and  respect  thereof)  arise out of or are based  upon any  Violation;
provided,  however,  that the Holder  shall not be liable to the  Company in any
such case for any such loss,  claim,  damage,  liability or action to the extent
that it arises out of or is based upon a Violation which occurs in reliance upon
and in  conformity  with  written  information  furnished  expressly  for use in
connection with such registration by the Company or any other officer,  director
or controlling person thereof.

         (c) Notice;  Right to Defend.  Promptly after receipt by an indemnified
party  under  this  Section  4 of  notice  of the  commencement  of  any  action
(including any governmental action), such indemnified party shall, if a claim in
respect thereof is to be made against any indemnifying  party under this Section
4,  deliver  to the  indemnifying  party a written  notice  of the  commencement
thereof and the  indemnifying  party shall have the right to  participate in the
defense of such claim, and if the  indemnifying  party agrees in writing that it
will be  responsible  for

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any costs, expenses,  judgments,  damages and losses incurred by the indemnified
party with  respect to such claim,  jointly  with any other  indemnifying  party
similarly  noticed,   to  assume  the  defense  thereof  with  counsel  mutually
satisfactory to the parties; provided,  however, that an indemnified party shall
have the right to retain its own counsel,  with the fees and expenses to be paid
by the indemnifying  party, if the indemnified  party  reasonably  believes that
representation  of  such  indemnified  party  by  the  counsel  retained  by the
indemnifying  party would be inappropriate due to actual or potential  differing
interests between such indemnified party and any other party represented by such
counsel  in such  proceeding.  The  failure  to  deliver  written  notice to the
indemnifying  party within a  reasonable  time of the  commencement  of any such
action shall relieve such indemnifying party of any liability to the indemnified
party  under  this  Agreement  only if and to the  extent  that such  failure is
prejudicial to its ability to defend such action, and the omission so to deliver
written  notice to the  indemnifying  party will not relieve it of any liability
that it may have to any indemnified party otherwise than under this Agreement.

         (d) Contribution. If the indemnification provided for in this Agreement
is held by a court of competent jurisdiction to be unavailable to an indemnified
party with respect to any loss, liability,  claim, damage or expense referred to
therein,  then the indemnifying  party, in lieu of indemnifying such indemnified
party  thereunder,  shall  contribute  to the  amount  paid or  payable  by such
indemnified party as a result of such loss, liability,  claim, damage or expense
in such  proportion  as is  appropriate  to reflect  the  relative  fault of the
indemnifying  party on the one hand and of the  indemnified  party on the  other
hand in connection with the statements or omissions which resulted in such loss,
liability,  claim,  damage or  expense as well as any other  relevant  equitable
considerations. The relevant fault of the indemnifying party and the indemnified
party shall be  determined  by  reference  to, among other  things,  whether the
untrue or alleged untrue statement of a material fact or the omission to state a
material fact relates to information  supplied by the  indemnifying  party or by
the indemnified  party and the parties,  relative intent,  knowledge,  access to
information  and  opportunity  to correct or prevent such statement or omission.
Notwithstanding  the  foregoing,  the amount the Holder  shall be  obligated  to
contribute  pursuant to the Agreement shall be limited to an amount equal to the
proceeds  to the  Holder of the  Registrable  Securities  sold  pursuant  to the
registration  statement which gives rise to such obligation to contribute  (less
the aggregate amount of any damages which the Holder has otherwise been required
to pay in  respect  of such  loss,  claim,  damage,  liability  or action or any
substantially similar loss, claim, damage,  liability or action arising from the
sale of such Registrable Securities).

         (e)  Survival  of  Indemnity.  The  indemnification  provided  by  this
Agreement shall be a continuing right to  indemnification  and shall survive the
registration  and sale of any  Registrable  Securities by any person entitled to
indemnification hereunder and the expiration or termination of this Agreement.

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<PAGE>

         5. Assignment of Registration Rights. The right to cause the Company to
register  Registrable  Securities  pursuant to this Agreement may be assigned by
the Holder to a transferee or assignee of the Preferred Stock.

         6.  Blackout  Periods.  On not more than two  occasions  per year,  the
Company may defer the filing of any registration statement or suspend the use of
any registration statement for periods of not more than 45 consecutive days each
(a  "Blackout  Period"),   if  there  is  a  possible  acquisition  or  business
combination  or other  transaction,  significant  business  development or event
involving  the Company that,  in the opinion of the  Company's  primary  outside
counsel, would require disclosure in the registration statement and the Board of
Directors of the Company  determines in the exercise of its reasonable  judgment
that  such  disclosure  is not in the  best  interests  of the  Company  and its
stockholders or obtaining any financial statements relating to an acquisition or
business combination required to be included in the registration statement would
be impracticable.

         In such a case,  the  Company  shall  promptly  notify  the  holders of
Registrable  Securities of the suspension of the use of  registration  statement
(provided  that such  notice  shall not  require  the  Company to  disclose  the
possible  acquisition  or business  combination or other  transaction,  business
development or event if the Board of Directors of the Company determines in good
faith  that such  acquisition  or  business  combination  or other  transaction,
business  development  or  event  should  remain  confidential)  Promptly  after
receiving  such notice the holders shall cease  disposition  of any  Registrable
Securities pursuant to the Registration Statement.

         Upon the  abandonment,  consummation,  or  termination  of the possible
acquisition or business  combination or other transaction,  business development
or event, the availability of the required financial  statements with respect to
a possible acquisition or business combination,  or the expiration of the 45 day
period,  whichever  comes first,  the suspension of the use of the  registration
statement  pursuant to this Section 6 shall cease and the Company shall promptly
notify the holders of  Registrable  Securities  that  disposition of Registrable
Securities  may be  resumed.  The  Company  may  not  defer  the  filing  of any
registration  statement or suspend the use of any registration  statement within
45 days of the end of a Blackout Period.

         7. Limitations on other  Registration  Rights.  Except as otherwise set
forth in this  Agreement,  the  Company  shall not,  without  the prior  written
consent of the holder of the Preferred Stock,  file any  registration  statement
under the 1933 Act (other than in  connection  with a merger or pursuant to Form
S-8 or other  comparable  form), on behalf of any person,  including the Company
(other than for the holder of the Preferred  Stock),  to become effective during
any period  when the Company has failed to effect a  registration  statement  in
breach of the terms of this

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Agreement;  provided, however, that nothing in this Agreement shall preclude the
Company  from  filing a  registration  statement  (i)  pursuant  to a good faith
contractual  obligation  with another person or entity not entered into with the
intention of circumventing  this Agreement,  or (ii) on behalf of the Company if
one of the uses of proceeds is the redemption in full of the Preferred Stock.

         8. Remedies.

         (a) Time is of the  Essence.  The  Company  agrees  that time is of the
essence of each of the  covenants  contained  herein and that, in the event of a
dispute  hereunder,  this  Agreement  is to be  interpreted  and  construed in a
manner, consistent with the fair meaning of the language of this Agreement, that
will enable the holder to sell its Registrable Securities as quickly as possible
after such holder has given  written  notice to the Company,  pursuant to one of
its  rights  hereunder  to  require  the  Company to  register  its  Registrable
Securities, that the holder desires its Registrable Securities to be registered.

         (b) Remedies Upon Default or Delay. The Company acknowledges the breach
of any part of this Agreement may cause  irreparable harm to the Holder and that
monetary damages alone may be inadequate.  The Company therefore agrees that the
Holder shall be entitled to injunctive relief or such other applicable remedy as
a court of competent jurisdiction may provide.  Nothing contained herein will be
construed to limit a Holder's right to any remedies at law,  including  recovery
of damages for breach of any part of this Agreement.

         9. Notices.

         (a) All  communications  under this  Agreement  shall be in writing and
shall be mailed by first class mail, postage prepaid,  or telegraphed or telexed
with  confirmation  of receipt or  delivered  by hand or by  overnight  delivery
service at,

         i.  If to the Company, at:

         Executive Telecard, Ltd.
         2000 Pennsylvania Avenue, N.W.
         Washington, DC 20006


or at such other address as it may have furnished in writing to the Holder or

         ii.  if to the Holder at the address of the Holder
              as it appears in the stock ledger of the Company.

         (b) Any notice so  addressed,  when mailed by  registered  or certified
mail shall be deemed to be given three days after so mailed, when telegraphed or

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telexed shall be deemed to be given when transmitted,  or when delivered by hand
or overnight shall be deemed to be given when delivered.

         11.  Successors  and Assigns.  Except as otherwise  expressly  provided
herein,  this  Agreement  shall inure to the benefit of and be binding  upon the
successors and permitted assigns of the Company and the Holder.

         12.  Amendment  and Waiver.  This  Agreement  may be  amended,  and the
observance  of any term of this  Agreement  may be  waived,  but  only  with the
written consent of the Company and the Holder. No delay on the part of any party
in the exercise of any right, power or remedy shall operate as a waiver thereof,
nor shall any single or  partial  exercise  by any party of any right,  power or
remedy preclude any other or further  exercise  thereof,  or the exercise of any
other right, power or remedy.

         13.  Counterparts.  One or more  counterparts  of this Agreement may be
signed  by the  parties,  each of which  shall be an  original  but all of which
together shall constitute one and the same instrument.

         14. Governing Law. This Agreement shall be construed in accordance with
and  governed  by the  internal  laws of the State of New York,  without  giving
effect to conflicts of law principles.

         15. Invalidity of Provisions.  If any provision of this Agreement is or
becomes invalid, illegal or unenforceable in any respect, the validity, legality
and  enforceability  of the remaining  provisions  contained herein shall not be
affected thereby.

         16.  Headings.  The headings in this  Agreement are for  convenience of
reference  only and  shall  not be deemed  to alter or  affect  the  meaning  or
interpretation of any provisions hereof.






                                      -9-

<PAGE>


         IN WITNESS WHEREOF,  the undersigned have executed this Agreement as of
the date first set forth above.


EXECUTIVE TELECARD, LTD.            AMERICAN UNITED GLOBAL, INC.



BY:______________________           BY:__________________________












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