TELSCAPE INTERNATIONAL INC
<DOCUMENT>
<TYPE>EX-10.47
<SEQUENCE>9
<FILENAME>0009.txt
<TEXT>









                          TELSCAPE INTERNATIONAL, INC.


                          REGISTRATION RIGHTS AGREEMENT









                          Dated as of December 7, 2000




<PAGE>
                          REGISTRATION RIGHTS AGREEMENT
                          -----------------------------

     THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of
                                               ---------
December  7,  2000,  by  and  between  TELSCAPE  INTERNATIONAL,  INC.,  a  Texas
corporation  (the  "Company"),  and  the  Purchasers as identified on Schedule 1
                    -------                                           ----------
attached  hereto  (each,  a  "Purchaser"  and  collectively,  the "Purchasers").
                              ---------                            ----------

                                   WITNESSETH:
                                   -----------

     WHEREAS,  the  Company  has  entered  into that certain Securities Purchase
Agreement  (the  "Purchase  Agreement")  of  even date herewith, with Purchasers
                  -------------------
pursuant  to which the Company has agreed to issue and sell to Purchasers shares
of  the Company's Class G Senior Preferred Stock, par value $0.001 per share and
warrants  to  acquire  shares  of the Company's Common Stock (as defined herein)
(the  "Warrants");  and
       --------

     WHEREAS,  the  Company has agreed to grant certain registration rights with
respect  to the shares of the Company's Common Stock, par value $0.001 per share
(the  "Common  Stock"),  issuable  upon  exercise  of  the  Warrants;
       -------------

     NOW,  THEREFORE,  in  consideration  of  the  foregoing  and  of the mutual
promises  and  covenants  contained  herein,  and  for  other  good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties,  intending  to  be  legally  bound,  hereby  agree  as  follows:

                                    ARTICLE 1
                                   DEFINITIONS

     As  used  herein,  the  following terms shall have the following respective
meanings:

     1.1     "Commission"  shall mean the Securities and Exchange Commission, or
              ----------
any other successor federal agency at the time administering the Securities Act.

     1.2     "Common  Stock"  shall  mean  the Company's common stock, par value
              -------------
$0.001  per  share.

     1.3     "Cutback Holders" shall mean the Participating Holders (as defined
              ----------------
in Section  2.2(b)  hereof)  and  the  Other  Participating  Holders.

     1.4     "Cutback Securities" shall mean the Registrable Securities, as that
              ------------------
term  is defined under this Agreement, together with the Registrable Securities,
as  that  term  is defined under those certain Registration Rights Agreements by
and  between  the  Company  and  the  Other  Participating  Holders.


                                        1
<PAGE>
     1.5     "Exchange  Act"  shall mean the Securities Exchange Act of 1934, as
              -------------
amended,  or  any  similar  federal statute and the rules and regulations of the
Commission  thereunder,  all  as  the  same  shall  be  in  effect  at the time.

     1.6     "Holders"  shall  mean and include the Purchasers and other holders
              -------
of  Warrants and any person or entity that shall, pursuant to Article 11 hereof,
                                                              ----------
become  a  party  hereto,  and  any permitted transferee under Article 10 hereof
                                                               ----------
which  holds  Registrable  Securities.

     1.7     "Initiating  Holders"  shall  mean any Holder or Holders who in the
              -------------------
aggregate  own  not  less  than  twenty-five  percent  (25%)  of the Registrable
Securities.

     1.8     "Other  Participating  Holders"  shall  mean  such holders of those
              -----------------------------
warrants  issued  and sold in conjunction with the Company's sale of its Class D
Senior  Convertible Preferred Stock, Class E Senior Convertible Preferred Stock,
Class F Senior Convertible Preferred Stock and holders of other of the Company's
securities  with  registration  rights  that  are not senior to the registration
rights  provided  hereunder,  that  are participating in a registration with the
Holders  hereunder.

     1.9     The  terms  "register,"  "registered" and "registration" refer to a
                          --------     ----------       ------------
registration effected by preparing and filing with the Commission a registration
statement in compliance with the Securities Act, and the declaration or ordering
by  the  Commission  of  the  effectiveness  of  such  registration  statement.

     1.10     "Registrable Securities" means any and all shares of Common Stock:
               ----------------------
(1)  issued  or  issuable  upon exercise of the Warrants; (2) issued or issuable
with  respect  to  the  Warrants  by  way  of  any  stock split, stock dividend,
combination,  recapitalization, reclassification, merger, consolidation or other
similar  event;  or  (3)  otherwise  held  or  acquired  by,  or  underlying any
convertible,  exchangeable  or  exercisable  securities  of  the Company held or
acquired  by,  Holders  of  Warrants,  excluding  in  all  cases,  however,  (i)
Registrable  Securities  that are the primary subject of a separate Registration
Rights  Agreement  by  and between the Company and such Holder, (ii) Registrable
Securities  sold  by  a Holder to the public or pursuant to Rule 144 promulgated
under the Securities Act (or any similar or analogous rule promulgated under the
Securities  Act) or (iii) shares of Common Stock acquired by a Holder in an open
market  transaction.  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.


                                        2
<PAGE>
     1.11     "Registration  Expenses"  shall  mean all expenses incurred by the
               ----------------------
Company  in  complying  with  Articles  2,  3  and  4 hereof, including, without
                              -----------------------
limitation,  all registration, qualification and filing fees, printing expenses,
messenger  and  delivery  expenses, escrow fees, fees and disbursements of legal
counsel  for  the  Company  and  all  independent  certified public accountants,
underwriters  (excluding  discounts and commissions) and persons retained by the
Company  (but  excluding  the  compensation of regular employees of the Company,
which  shall  be  paid  in  any event by the Company), fees and disbursements of
legal  counsel for the selling Holders (not to exceed $50,000 in the aggregate),
blue sky fees and expenses, and the expense of any special audits incident to or
required  by  any  such  registration.

     1.12     "Securities  Act"  shall  mean  the  Securities  Act  of  1933, as
               ---------------
amended,  or  any  similar  federal statute and the rules and regulations of the
Commission  thereunder,  all  as  the  same  shall  be  in  effect  at the time.

     1.13     "Selling  Expenses"  shall  mean all underwriting fees, discounts,
               -----------------
selling  commissions  and  stock  transfer  taxes  applicable to the Registrable
Securities  registered  by  the  Holders.


                                    ARTICLE 2

                              REQUIRED REGISTRATION

     2.1     Required  Registration.  Subject  to  the  provisions  set forth in
Article  7,  within  90  days  after  the  Subsequent Closing (as defined in the
Purchase Agreement) occurs under the Purchase Agreement, or, if later, within 90
days  following the date on which the Company becomes eligible to use a Form S-3
(or  any  successor  form),  the  Company  shall  file  with  the  Commission  a
registration  statement  under the Securities Act on Form S-3 or any appropriate
form  (or  any  successor  form)  pursuant  to Rule 415 under the Securities Act
covering  the Registrable Securities (the "Required Registration").  The Company
                                           ---------------------
shall  use  its  best  efforts to cause the Required Registration to be declared
effective under the Securities Act as soon as practicable after filing, and once
effective,  the  Company  shall  cause  such  Required  Registration  to  remain
effective  for  a  Period ending on the earlier of: (i) the third anniversary of
the Closing under the Purchase Agreement; (ii) the date on which all Registrable
Securities  have  been sold pursuant to the Required Registration; and (iii) the
date  as  of  which  there are no longer any Registrable Securities in existence
(the  "Effective  Period").  The  registration  statement  for  the  Required
       -----------------
Registration  shall  contain  a  broad-form  plan  of  distribution.

     2.2     Underwriting.

     (a)     An  underwriting may be selected as a method of distribution of the
Registrable  Securities  covered by the Required Registration by Holders holding
at least sixty-six and two-thirds percent (a "Supermajority") of the Registrable
                                              -------------
Securities.


                                        3
<PAGE>
     (b)     If  a  distribution of the Registrable Securities is to be effected
by means of an underwriting, the Company (together with all Holders proposing to
distribute  their  securities  through  such  underwriting  (the  "Participating
                                                                   -------------
Holders")  shall use its best efforts to enter into an underwriting agreement in
-------
customary  form  and  reasonably  acceptable  to  the  Company  with  a managing
underwriter  of nationally recognized standing selected for such underwriting by
the Company and approved by the Participating Holders holding a Supermajority of
the Registrable Securities proposed to be distributed through such underwriting,
which  approval  shall  not  be  unreasonably  withheld.  In  no event shall the
Company  include  any  securities  under the Required Registration which are not
Registrable  Securities  without  the  prior written consent of the Holders of a
Supermajority of Registrable Securities, and any such securities permitted to be
sold  under  the  Required  Registration shall only be sold in connection with a
sale.  Notwithstanding  any  other  provision of this Article 2, if the managing
                                                      ---------
underwriter  advises the Participating Holders in writing that marketing factors
require  a  limitation  of  the  number  of  shares to be underwritten, then the
underwriters  may  exclude some or all of the shares requested to be included in
such  underwriting,  and  the number of shares of Cutback Securities that may be
included  in  the underwriting shall be allocated amongst all Cutback Holders in
proportion,  as  nearly  as  practicable,  to  the respective amounts of Cutback
Securities  held  by  such Cutback Holders.  No Cutback Securities excluded from
the  underwriting  by  reason of the managing underwriter's marketing limitation
shall  be  included  in  such  underwriting.

     (c)     If  a  distribution  of  the  Registrable Securities is effected by
means  of  an  underwriting  and  if  any  Participating  Holder  of Registrable
Securities  disapproves  of the terms of the underwriting, such person may elect
to withdraw therefrom by written notice to the Company, the managing underwriter
and  the  other  Participating Holders.  The Registrable Securities and/or other
securities  so  withdrawn  shall  also  be  withdrawn  from  such  underwriting;
provided,  however,  that  if by the withdrawal of such Registrable Securities a
           -------
greater number of Registrable Securities held by other Participating Holders may
be included in such underwriting (up to the maximum of any limitation imposed by
the underwriters), then the Company shall offer to all Participating Holders who
have  included  Registrable  Securities in the registration the right to include
additional Registrable Securities in the same proportion used in determining the
underwriter  limitation  in  this  Section  2.2.
                                   ------------

     2.3     Eligibility.  The  Company  represents, warrants and covenants that
             -----------
it  currently  is,  and shall use its best efforts to remain at all times during
the  Effective  Period,  eligible  to  use  Form  S-3  under the Securities Act.

     2.4     Opinion  of  Counsel.  Upon  the  request  of  the  Holders  of  a
             --------------------
Supermajority  of  the  Registrable  Securities,  the Company shall furnish such
Holders with an opinion of counsel satisfactory to such Holders stating that the
registration  statement  filed  in  connection with the Required Registration is
effective  and  stating  such  other  opinions  as such Holders shall reasonably
request.


                                        4
<PAGE>
                                    ARTICLE 3

                             REQUESTED REGISTRATION

     3.1     Request  for  Registration.  Beginning  on  the  date  which  is
             --------------------------
immediately  after  the  third  anniversary  of  the  date  of  this  Agreement,
Initiating  Holders  may request registration in accordance with this Article 3;
provided,  that such registration covers Registrable Securities representing 25%
of  the  then  total  amount  of  the  Registrable Securities.  In the event the
Company  shall  receive from any one or more of the Initiating Holders a written
request  that  the  Company  effect  any  such  registration,  qualification  or
compliance  with  respect  to  Registrable  Securities,  the  Company  will:

     (a)     promptly  give  written  notice  of  the  proposed  registration,
qualification  or  compliance  to  all  other  Holders;  and

     (b)     use  its best efforts to effect such registration, qualification or
compliance as soon as practicable (including, without limitation, undertaking to
file post-effective amendments, appropriate qualifications under applicable blue
sky  or  other state securities laws, and appropriate compliance with applicable
regulations  issued  under  the  Securities  Act,  and  any  other  governmental
requirements  or  regulations)  as  may  be  so requested and as would permit or
facilitate  the sale and distribution of all or such portion of such Registrable
Securities  as  are specified in such request, together with all or such portion
of  the  Registrable Securities of any Holder or Holders joining in such request
as  are  specified  in  a written request received by the Company within 10 days
after  the  receipt  of the written notice from the Company described in Section
                                                                         -------
3.1(a);  provided,  however, that the Company shall not be obligated to take any
  ----   --------   -------
action  to effect any such registration, qualification or compliance pursuant to
this  Article  3:
      ----------

          (i)     in  any  particular jurisdiction in which the Company would be
required  to  execute  a general consent to service of process in effecting such
registration, qualification or compliance, unless the Company is already subject
to  service in such jurisdiction and except as may be required by the Securities
Act  ;

          (ii)     within  one  hundred  and  eighty  (180)  days  immediately
following  the effective date of any registration statement pertaining to a firm
commitment  underwritten  offering  of  securities  of  the  Company for its own
account;

          (iii)     after  the  Company  has  effected  three (3) such requested
registrations  pursuant  to  this  Article  3,  each  such registration has been
                                   ----------
declared  or  ordered effective, and the Registrable Securities offered pursuant
to  each  such  registration  have been sold, or if the Company has effected any
requested  registration pursuant to this Agreement during the previous six-month
period;


                                        5
<PAGE>
          (iv)     if  the  Company,  within ten (10) days of the receipt of the
request of the Initiating Holder or Initiating Holders, gives notice of its bona
fide  intention  to  effect  the  filing  of  a  registration statement with the
Commission  within  forty-five  (45) days of receipt of such request (other than
with  respect  to a registration statement relating to a Rule 145 transaction or
with  respect  to  a Registration Statement on Form S-8, or any successor form).

     (c)     Subject  to  the  foregoing  clauses  (i) through (iv), the Company
shall  file  a  registration  statement  covering  the Registrable Securities so
requested  to  be registered as soon as practicable after receipt of the request
of the Initiating Holders and provide notice to the other Holders as required by
Section  3.1(a); provided, however, if the Company shall furnish to such Holders
---------------  --------  -------
a  certificate  signed by the Chairman or Chief Executive Officer of the Company
stating  that  in  the  good  faith  judgment  of  the Board of Directors of the
Company,  it  would  be detrimental to the Company and its stockholders for such
registration  statement  to  be filed in the near future, then the Company shall
have the right to defer such filing for a period of not more than 180 days after
receipt  of  the  request of the Initiating Holders; provided, further, that the
                                                     --------  -------
Company  shall  not  be  permitted  to  exercise  such deferral right under this
Section  3.1(c)  more  than  once  in  any  365-day  period.
      ---------

     3.2     Underwriting.

     (a)     The  distribution  of  the  Registrable  Securities  covered by the
request  of the Holders shall be effected by means of the method of distribution
selected  by  the  Holders  holding a majority of the Participating Holders.  If
such  distribution  is  effected  by  means of an underwriting, the right of any
Holder to registration pursuant to this Article 3 shall be conditioned upon such
                                        ---------
Holder's  participation  in such underwriting and the inclusion of such Holder's
Registrable  Securities  in  the  underwriting  to  the  extent provided herein.

     (b)     If  such  distribution is effected by means of an underwriting, the
Company (together with the Participating Holders in such Underwriting) shall use
its  best  efforts to enter into an underwriting agreement in customary form and
reasonably  acceptable  to the Company with a managing underwriter of nationally
recognized  standing  selected for such underwriting by the Company and approved
by  a  Supermajority  in  interest  of the Participating Holders, which approval
shall not be unreasonably withheld.  Notwithstanding any other provision of this
Article  3,  if  the managing underwriter advises the Cutback Holders in writing
----------
that  marketing  factors  require  a  limitation  of  the number of shares to be
underwritten,  then  the  underwriters  may  exclude  some  or all of the shares
requested  to  be  included  in  such  registration, and the number of shares of
Cutback  Securities to be included in the registration and underwriting shall be
allocated  amongst  the Cutback Holders in proportion, as nearly as practicable,
to  the respective amounts of Cutback Securities held by such Cutback Holders at
the  time  of filing the registration statement.  No Cutback Securities excluded
from  the  underwriting  by  reason  of  the  managing  underwriter's  marketing
limitation  shall  be  included  in  such  registration.


                                        6
<PAGE>
     (c)     If  any  Participating  Holder  disapproves  of  the  terms  of the
underwriting,  such  person may elect to withdraw therefrom by written notice to
the  Company  and  the  managing underwriter.  The Registrable Securities and/or
other  securities  so  withdrawn  shall  also  be  withdrawn  from registration;
provided,  however,  that  if by the withdrawal of such Registrable Securities a
--------   -------
greater number of Registrable Securities held by other Participating Holders may
be included in such registration (up to the maximum of any limitation imposed by
the underwriters), then the Company shall offer to all Participating Holders who
have  included  Registrable  Securities in the registration the right to include
additional Registrable Securities in the same proportion used in determining the
underwriter  limitation  in  this  Section  3.2.
                                   ------------

     3.3     Cancellation  of  Registration.  A Supermajority in interest of the
             ------------------------------
Participating  Holders shall have the right to cancel a proposed registration of
Registrable  Securities  pursuant to Article 3 when, in their discretion, market
                                     ---------
conditions  are  so  unfavorable  as  to be seriously detrimental to an offering
pursuant to such registration.  Such cancellation of a registration shall not be
counted as one of the three (3) such requested registrations pursuant to Section
                                                                         -------
3.1(b)(iii);  provided,  however,  that  the Holders canceling such registration
-----------
shall pay all of the fees and expenses attributable to such registration and the
cancellation  thereof.


                                    ARTICLE 4

                              COMPANY REGISTRATION

     4.1     Notice  of Registration to Holders.  If at any time or from time to
             ----------------------------------
time  the  Company shall determine to register any of its securities, either for
its own account or the account of a security holder or holders, other than (i) a
registration  relating  solely  to  employee  benefit  plans on Form S-8 (or any
successor  form) or (ii) a registration relating solely to a Commission Rule 145
transaction  on  Form  S-4  (or  any  successor  form),  the  Company  will:

     (a)     promptly  give  to  each  Holder  written  notice  thereof,  and

     (b)     include  in  such registration (and any related qualification under
blue  sky  laws  or other compliance), and in any underwriting involved therein,
all  the Registrable Securities specified in a written request or requests, made
within  15  days after receipt of such written notice from the Company described
in  Section  4.1(a),  by  any  Holder  or  Holders.
    ---------------

     4.2     Underwriting.  If  the  registration  of  which  the  Company gives
             ------------
notice  is  for  a  registered  public  offering  involving an underwriting, the
Company  shall  so  advise  the  Holders  as  a part of the written notice given
pursuant  to  Section  4.1(a).  In  such  event,  the  right  of  any  Holder to
              ---------------
registration  pursuant to this Article 4 shall be conditioned upon such Holder's
                               ---------
participation  in  such  underwriting  and  the  inclusion  of  such  Holder's
Registrable  Securities  in the underwriting to the extent provided herein.  All
Holders proposing to distribute their securities through such underwriting shall
(together  with  the  Company) enter into an underwriting agreement in customary
form  with  the  managing  underwriter  selected  for  such  underwriting by the
Company.


                                        7
<PAGE>
     (a)     Notwithstanding  any  other  provision  of  this  Article 4, if the
                                                               ---------
managing  underwriter  determines that marketing factors require a limitation of
the number of shares to be underwritten, the underwriter may exclude some or all
Cutback  Securities  from such registration and underwriting.  The Company shall
so  advise all Holders of Cutback Securities, and the number of shares of Common
Stock  to be included in such registration shall be allocated as follows: first,
for  the  account of the Company, all shares of Common Stock proposed to be sold
by the Company, and second, for the account of any other stockholders (including
the  Cutback  Holders)  of  the  Company participating in such registration, the
number of shares of Common Stock requested to be included in the registration by
such other stockholders (including the Cutback Holders) in proportion, as nearly
as  practicable, to the respective amounts of securities that are proposed to be
offered  and  sold by such other stockholders (including the Cutback Holders) of
such  securities  at  the time of filing the registration statement.  No Cutback
Securities  excluded  from  the  underwriting  by  reason  of the underwriters',
marketing  limitation  shall  be  included  in  such  registration.

     (b)     The  Company  shall  so  advise  all  Holders and the other holders
distributing  their securities through such underwriting of any such limitation,
and  the  number of shares of Registrable Securities held by Holders that may be
included  in  the  registration.  If  any Holder disapproves of the terms of any
such underwriting, such Holder may elect to withdraw therefrom by written notice
to  the  Company  and  the  managing  underwriter.  Any  securities  excluded or
withdrawn  from such underwriting shall be withdrawn from such registration, but
the  Holder  shall  continue  to  be  bound  by  Article  8  hereof.
                                                 ----------

     (c)     The  Company  shall  have  the  right  to terminate or withdraw any
registration  initiated  by it under this Article 4 prior to the pricing of such
                                          ---------
offering,  whether or not a Holder has elected to include Registrable Securities
in  such  registration.

                                    ARTICLE 5

                               HOLDBACK AGREEMENT

     If any Participating Holder notifies the Company that they intend to effect
the  sale  of  Registrable Securities pursuant to Articles 2 or 3 above (each, a
                                                  ---------------
"Sale"),  the  Company  shall  not effect any public sale or distribution of its
-----
equity  securities,  or  any  securities  convertible  into  or  exchangeable or
exercisable for its equity securities, during the 90-day period beginning on the
date  such  notice of a Sale is received; provided that such notice shall not be
given  by  any  Holder  or Holders more than one time during any 180-day period.


                                        8
<PAGE>
                                    ARTICLE 6

                            EXPENSES OF REGISTRATION

     Except  as  provided in Section 3.3 herein, all Registration Expenses shall
                             -----------
be  borne  by  the  Company.  All  Selling  Expenses  relating  to  Registrable
Securities  registered  by  the  Holders  shall  be borne by the Holders of such
Registrable  Securities  pro  rata  on  the  basis  of  the  number of shares so
                         ---  ----
registered.

                                    ARTICLE 7

                             REGISTRATION PROCEDURES

     (a)     In  the  case of each registration effected by the Company pursuant
to  this  Agreement,  the  Company  will notify each Holder in writing as to the
initiation  of  the  registration  effected  by  the  Company  pursuant  to this
Agreement  and as to the completion thereof.  The Company agrees to use its best
efforts  to  effect  or  cause  such  registration  to  permit  the  sale of the
Registrable Securities covered thereby by the Holders thereof in accordance with
the  intended  method  or  methods  of  distribution  thereof  described in such
registration  statement.  In connection with any registration of any Registrable
Securities  pursuant to Articles 2, 3 or 4 hereof, the Company shall, as soon as
                        ------------------
reasonably  practicable:

          (i)     prepare  and file with the Commission a registration statement
with respect to such Registrable Securities within the time period prescribed in
Section  2.1(a)  and  use  its best efforts to cause such registration statement
---------------
filed  to become effective (provided that before filing a registration statement
or prospectus or any amendments or supplements thereto, the Company shall comply
with  subparagraph  (iii)  of this paragraph (a)) as soon as reasonably possible
thereafter;

          (ii)     prepare  and  file  with  the  Commission such amendments and
supplements  to  such registration statement and the prospectus included therein
as  may  be  necessary  to  effect  and  maintain  the  effectiveness  of  such
registration  statement  as  may  be  required  by  the  applicable  rules  and
regulations  of  the  Commission and the instructions applicable to Form S-3 (or
any  successor  form),  and furnish to the holders of the Registrable Securities
covered  thereby  copies  of  any such supplement or amendment prior to it being
used  and/or  filed  with  the Commission; and comply with the provisions of the
Securities Act with respect to the disposition of all the Registrable Securities
to  be  included in such registration statement during such period in accordance
with  the  intended  methods  of disposition by the sellers thereof set forth in
such  registration  statement;

          (iii)     provide the opportunity to participate in the preparation of
such  registration statement, each prospectus included therein or filed with the
Commission, and each amendment or supplement thereto to each of: (A) the Holders
of the Registrable Securities to be included in such registration statement, (B)


                                        9
<PAGE>
the  underwriters  (which  term, for purposes of this Agreement, shall include a
person  deemed  to  be an underwriter within the meaning of Section 2(11) of the
Securities  Act),  if  any,  thereof,  (C) the sales or placement agent, if any,
therefor,  (D)  one  counsel for such underwriters or agent, and (E) counsel for
the  Holders  of  such Registrable Securities participating in such Registration
Statement;

          (iv)     for  a  reasonable  period  prior  to  the  filing  of  such
registration  statement,  and  throughout  the  period  specified  above,  make
available  for  inspection  by  the  underwriters  and  one  counsel  for  the
Participating  Holders,  such  financial  and  other  pertinent  information and
pertinent  books  and records of the Company, and cause the officers, directors,
employees,  counsel  and independent certified public accountants of the Company
to  respond to such inquiries, as shall be reasonably necessary, in the judgment
of  the  respective  counsel referred to in such Section 6(a)(iii), to conduct a
                                                 -----------------
reasonable  investigation  within  the  meaning of the Securities Act; provided,
                                                                       --------
however, that each such party shall be required to execute a confidentiality and
------
nondisclosure agreement which shall include provisions among others, agreeing to
maintain  in  confidence  and  not disclose to any other Person or entity any of
such  information  or records reasonably designated by the Company in writing as
being  confidential, until such time as (a) such information becomes a matter of
public record (whether by virtue of its inclusion in such registration statement
or  otherwise  but not as a result of the disclosure by such party), or (b) such
party shall be required so to disclose such information pursuant to the subpoena
or  order  of any court or other governmental agency or body having jurisdiction
over the matter (in which case such party will provide the Company notice of any
such  requirement  so  that the Company may seek an appropriate protective order
and  such  parties  shall  cooperate  with the Company to that end), or (c) such
information as is required to be set forth in such registration statement or the
prospectus included therein or in an amendment to such registration statement or
an  amendment  or  supplement to such prospectus in order that such registration
statement,  prospectus,  amendment  or  supplement, as the case may be, does not
include  an  untrue  statement  of  a  material  fact or omit to state therein a
material  fact required to be stated therein or necessary to make the statements
therein  not  misleading;  and provided, further, that the Company need not make
                               --------  -------
such  information available, nor need it cause any officer, director or employee
to  respond to such inquiry, unless each such party, upon the Company's request,
execute  and  deliver  to  the  Company an undertaking to substantially the same
effect contained in the second preceding proviso in form reasonably satisfactory
to  the  Company;

          (v)     promptly  notify  in  writing  the  Holders  of  Registrable
Securities,  the  sales  or  placement  agent, if any, therefor and the managing
underwriter  of  the securities being sold, (A) when such registration statement
or  the prospectus included therein or any prospectus amendment or supplement or
post-effective  amendment has been filed, and, with respect to such registration
statement  or  any post-effective amendment, when the same has become effective,
(B)  of  any  comments  by  the  Commission  and  by  the blue sky or securities
commissioner  or  regulator  of any state with respect thereto or any request by
the  Commission  for amendments or supplements to such registration statement or
the  prospectus  or  for  additional  information,  (C)  of  the issuance by the


                                       10
<PAGE>
Commission  of  any stop order suspending the effectiveness of such registration
statement  or  the  initiation  of  any proceedings for that purpose, (D) of the
receipt by the Company of any notification with respect to the suspension of the
qualification  of the Registrable Securities for sale in any jurisdiction or the
initiation or threatening of any proceeding for such purpose, or (E) if it shall
be the case, at any time when a prospectus is required to be delivered under the
Securities  Act,  that  such registration statement, prospectus, or any document
incorporated  by  reference in any of the foregoing contains an untrue statement
of  a  material  fact  or omits to state any material fact required to be stated
therein  or  necessary to make the statements therein not misleading in light of
the  circumstances  then  existing;

          (vi)     use  its  best  efforts to obtain the withdrawal of any order
suspending  the  effectiveness  of  such  registration  statement  or  any
post-effective  amendment  thereto  or of any order suspending or preventing the
use of any related prospectus or suspending the qualification of any Registrable
Securities  included in such registration statement for sale in any jurisdiction
at  the  earliest  practicable  date; provided that in the Company's opinion, in
consultation with its counsel, there is a good faith argument for the removal of
such  order;

          (vii)     if requested by any managing underwriter or underwriter, any
placement  or  sales  agent  or  any  Holder of Registrable Securities, promptly
incorporate  in  a prospectus, prospectus supplement or post-effective amendment
such  information  as is required by the applicable rules and regulations of the
Commission  and as such managing underwriter or underwriters, such agent or such
Holder  may  reasonably specify should be included therein relating to the terms
of  the  sale  of  the  Registrable  Securities  included thereunder, including,
without  limitation,  information  with  respect  to  the  number of Registrable
Securities  being sold by such Holder or agent or to such underwriters, the name
and  description  of  such  Holder,  the  offering  price  of  such  Registrable
Securities and any discount, commission or other compensation payable in respect
thereof,  the  purchase  price being paid therefor by such underwriters and with
respect  to  any other terms of the offering of the Registrable Securities to be
sold  in  such  offering;  and  make  all  required  filings of such prospectus;
prospectus supplement or post-effective amendment promptly after notification of
the  matters  to  be  incorporated  in such prospectus, prospectus supplement or
post-effective  amendment;

          (viii)     furnish  to  each  Holder  of  Registrable Securities, each
placement  or  sales  agent, if any, therefor, each underwriter, if any, thereof
and  the  counsel  referred  to  in  Section  4(a)(iii) an executed copy of such
                                     ------------------
registration statement, each such amendment and supplement thereto (in each case
excluding  all exhibits and documents incorporated by reference) and such number
of  copies  of  the  registration  statement  (excluding  exhibits  thereto  and
documents  incorporated by reference therein unless specifically so requested by
such  holder,  agent  or  underwriter,  as  the  case  may be, of the prospectus
included  in  such registration statement (including each preliminary prospectus
and  any  summary  prospectus)),  in  conformity  with  the  requirements of the
Securities  Act,  as  such  Holder,  agent, if any, and underwriter, if any, may
reasonably  request  in  order  to facilitate the disposition of the Registrable
Securities  owned  by  such  Holder  sold  by such agent or underwritten by such
underwriter  and  to  permit  such  Holder, agent and underwriter to satisfy the
prospectus  delivery  requirements of the Securities Act; and the Company hereby


                                       11
<PAGE>
consents  to  the use of such prospectus and any amendment or supplement thereto
by  each  such Holder and by any such agent and underwriter, in each case in the
form most recently provided to such party by the Company, in connection with the
offering  and  sale  of  the  Registrable  Securities  covered by the prospectus
(including  such  preliminary  and  summary  prospectus)  or  any  supplement or
amendment  thereto;

          (ix)     use  its  best  efforts  to  (A)  register  or  qualify  the
Registrable Securities under such other securities laws or blue sky laws of such
jurisdictions  to be designated by the Holders of a majority of such Registrable
Securities  and each placement or sales agent, if any, therefor and underwriter,
if  any,  thereof, as any Holder and each underwriter, if any, of the securities
being  sold  shall  reasonably  request,  (B)  keep  such  registrations  or
qualifications  in  effect  and  comply  with  such  laws  so  as  to permit the
continuance  of  offers, sales and dealings therein in such jurisdictions for so
long as may be necessary to enable such Holder, agent or underwriter to complete
its  distribution  of  the  Registrable Securities pursuant to such registration
statement  and  (C) take any and all such actions as may be reasonably necessary
or advisable to enable such Holder, agent, if any, and underwriter to consummate
the  disposition in such jurisdictions of such Registrable Securities; provided,
                                                                       --------
however, that the Company shall not be required for any such purpose to (1) take
-------
any  action  to effect any such registration, qualification or compliance in any
particular jurisdiction in which it would not otherwise be required to execute a
general  consent  to  service  of  process  in  effectuating  such registration,
qualification  or compliance, but for the requirements of this Section 7(a)(ix),
or  (2) subject itself to taxation in any such jurisdiction and further provided
that (anything in this Agreement to the contrary notwithstanding with respect to
the  bearing  of  expenses) if any jurisdiction in which the securities shall be
qualified  shall  required  that  expenses  incurred  in  connection  with  the
qualification  of  the  securities  in  that  jurisdiction  be  borne by selling
shareholders, such expenses shall be payable by the selling Holders pro rata, to
the  extent  required  by  such  jurisdiction;

          (x)     cooperate  with  the Holders of the Registrable Securities and
the  managing  underwriters to facilitate the timely preparation and delivery of
certificates  representing Registrable Securities to be sold, which certificates
shall  be  printed,  lithographed or engraved, or produced by any combination of
such methods, on steel engraved borders and which shall not bear any restrictive
legends;  and enable such Registrable Securities to be in such denominations and
registered  in  such names as the managing underwriters may request at least two
business  days  prior  to  any  sale  of  the  Registrable  Securities;

          (xi)     obtain  a  CUSIP  number  for all Registrable Securities, not
later  than  the  effective  date  of  the  registration  statement;


                                       12
<PAGE>
          (xii)     use  its best efforts to enter into one or more underwriting
agreements,  engagement  letters, agency agreements, "best efforts" underwriting
agreements or similar agreements, as appropriate, and take such other actions in
connection  therewith  as  the Holders of at least a majority in interest of the
Participating  Holders  shall  reasonably  request  in  order  to  expedite  or
facilitate  the  disposition  of  such  Registrable  Securities;

          (xiii)     whether  or not an agreement of the type referred to in the
preceding  subsection  is  entered  into  and  whether or not any portion of the
offering contemplated by such registration statement is an underwritten offering
or is made through a placement or sales agent or any other entity, (A) make such
representations and warranties to the Holders of such Registrable Securities and
the  placement  or  sales  agent, if any, therefor and the underwriters, if any,
thereof  in form, substance and scope as are customarily made in connection with
any  offering  of equity securities pursuant to any appropriate agreement and/or
to  a  registration  statement filed on the form applicable to such registration
statement; (B) obtain an opinion of counsel to the Company in customary form and
covering  such  matters,  of the type customarily covered by such an opinion, as
the  managing underwriters, if any, and as the Holders of at least a majority of
such  Registrable  Securities  may reasonably request, addressed to such Holders
and the placement or sales agent, if any, therefor and the underwriters, if any,
thereof and dated the effective date of such registration statement (and if such
registration  statement  contemplates  an underwritten offering of a party or of
all  of  the  Registrable  Securities,  dated  the date of the closing under the
underwriting agreement relating thereto) (it being agreed that the matters to be
covered  by such opinion shall include, without limitation, the due organization
of  the Company, and its subsidiaries, if any; the qualification of the Company,
and its subsidiaries, if any, to transact business as foreign companies; the due
authorization,  execution and delivery of this Agreement and of any agreement of
the  typed referred to in Section 7(a)(xii) hereof; the due authorization, valid
                          -----------------
issuance,  and  the  fully  paid status of the capital stock of the Company; the
absence  of  (governmental  approvals required to be obtained in connection with
the registration statement, the offering and sale of the Registrable Securities,
this  Agreement  or  any agreement of the type referred to in Section 7(a)(xii.)
                                                              ------------------
hereof;  the  compliance  as  to  form  of  such  registration statement and any
documents  incorporated  by  reference  therein  with  the  requirements  of the
Securities  Act;  the  effectiveness  of  such  registration statement under the
Securities  Act;  and,  as  of  the  date of the opinion and of the registration
statement  or  most recent post-effective amendment thereto, as the case may be,
the  absence, to the knowledge of such counsel, from such registration statement
and  the  prospectus included therein, as then amended or supplemented, and from
the  documents  incorporated  by  reference  therein of an untrue statement of a
material fact or the omission to state therein a material fact necessary to make
the  statements  therein not misleading (in case of such documents, in the light
of  the  circumstances  existing at the time that such documents were filed with
the  Commission  under the Exchange Act)); (C) obtain a "cold" comfort letter or
letters  from  the  independent  certified  public  accountants  of  the Company
addressed  to the Holders and the placement or sales agent, if any, therefor and
the  underwriters,  if  any,  thereof,  dated  (I)  the  effective  date of such
registration  statement and (II) the effective date of any Prospectus supplement
to  the  prospectus  included  in  such Registration statement or post-effective
amendment  to  such  registration  statement which includes unaudited or audited
financial  statements  as  of  a  date or for a period subsequent to that of the
latest  such  statements  included in such prospectus (and, if such registration
statement  contemplates  an  underwritten  offering  pursuant  to any prospectus


                                       13
<PAGE>
supplement  to  the  prospectus  included  in  such  registration  statement  or
post-effective amendment to such registration statement which includes unaudited
or  audited financial statements as of a date or for a period subsequent to that
of the latest such statements included in such prospectus, dated the date of the
closing  under  the  underwriting  agreement  relating  thereto), such letter or
letters  to  be  in  customary  form  and  covering  such  matters  of  the type
customarily  covered  by  letters  of  such type; (D) deliver such documents and
certificates,  including  officers' certificates, as may be reasonably requested
by  Holders  of at least a majority of the Registrable Securities being sold and
the placement or sales agent, if any, therefor and the managing underwriters, if
any, thereof to evidence the accuracy of the representations and warranties made
pursuant  to  clause  (A)  above  and the compliance with or satisfaction of any
agreements  or  conditions  contained  in  the  underwriting  agreement or other
agreement  entered  into  by  the  Company;  and  (E) undertake such obligations
relating  to  expense  reimbursement,  indemnification  and  contribution as are
provided  in,  Article  6  and  8  hereof;
               ------------------

          (xiv)     notify  in  writing each Holder of Registrable Securities of
any  proposal  by  the Company to amend or waive any provision of this Agreement
and  of any amendment or waiver effected pursuant thereto, each of which notices
shall  contain  the text of the amendment or waiver proposed or effected, as the
case  may  be;

          (xv)     engage  to  act  on behalf of the Company with respect to the
Registrable Securities to be so registered a registrar and transfer agent having
such duties and responsibilities (including, without limitation, registration of
transfers  and  maintenance of stock registers) as are customarily discharged by
such  an  agent, and to enter into such agreements and to offer such indemnities
as  are  customary  in  respect  thereof;

          (xvi)     cause  all  such Registrable Securities to be listed on each
securities  exchange,  over-the-counter  market or on the Nasdaq National Market
("Nasdaq  Market")  on  which  similar securities issued by the Company are then
 ---------------
listed  and, if not so listed, to be listed and, if listed on the Nasdaq Market,
use  its  best  efforts to secure designation of all such Registrable Securities
covered  by  such  registration  statement  as  a Nasdaq "national market system
security" within the meaning of Rule llAa2-1 of the Commission or, failing that,
to  secure  Nasdaq  Market  authorization  for  such Registrable Securities and,
without  limiting  the  generality of the foregoing, to arrange for at least two
market  makers  to  register as such with respect to such Registrable Securities
with  the  National  Association  of  Securities  Dealers;  and

          (xvii)     cause  the  management of the Company to participate in all
road-shows  and  other  presentations  in  substance,  scope  and  number as are
customarily  made  in  connection with any public offering of equity securities.


                                       14
<PAGE>
     (b)     In  the  event  that  the  Company  would  be required, pursuant to
Section  7(a)(v)(E)  above,  to  notify  the  Holders  of Registrable Securities
      -------------
included in a registration statement hereunder, the sales or placement agent, if
any,  and  the  managing underwriters, if any, of the securities being sold, the
Company  shall  prepare  and furnish to each such Holder, to each such agent, if
any,  and  to  each  underwriter,  if  any,  a  reasonable number of copies of a
prospectus  supplement  or  amendment  so  that,  as thereafter delivered to the
purchasers  of  Registrable  Securities,  such  prospectus  shall not contain an
untrue statement of a material fact or omit to state a material fact required to
be  stated therein or necessary to make the statements therein not misleading in
light  of the circumstances then existing.  Each Holder agrees that upon receipt
of  any  notice  from  the  Company  pursuant to Section 7(a)(v)(E) hereof, such
                                                 ------------------
Holder  shall  forthwith  discontinue the distribution of Registrable Securities
until  such  Holder  shall  have received copies of such amended or supplemented
registration  statement  or  prospectus, and if so directed by the Company, such
Holder shall deliver to the Company (at the Company's expense) all copies, other
than  permanent  file copies, then in such Holder's possession of the prospectus
covering  such  Registrable  Securities  at  the time of receipt of such notice.

     (c)     The Company may require each Holder of Registrable Securities as to
which  any  registration  is  being  effected  to  furnish  to  the Company such
information  regarding  such  Holder and such Holder's method of distribution of
such  Registrable  Securities  as  the  Company may from time to time reasonably
request  in  writing but only to the extent that such information is required in
order  to comply with the Securities Act.  Each such Holder agrees to notify the
Company  as  promptly  as practicable of any inaccuracy or change in information
previously  furnished  by such Holder to the Company or of the occurrence of any
event  in  either  case  as  a  result  of which any prospectus relating to such
registration  contains  or  would contain an untrue statement of a material fact
regarding  such  Holder  or  the  distribution of such Registrable Securities or
omits  to  state  any material fact regarding such Holder or the distribution of
such  Registrable  Securities required to be stated therein or necessary to make
the  statements  therein  not  misleading  in  light  of  the circumstances then
existing,  and  promptly  to  furnish  to the Company any additional information
required  to correct and update any previously furnished information or required
so  that  such  Prospectus shall not contain, with respect to such Holder or the
distribution  of  such Registrable Securities, an untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein not misleading in light of the circumstances then
existing.

                                    ARTICLE 8

                                 INDEMNIFICATION

     8.1     To  the  extent  permitted  by law, the Company will indemnify each
Holder,  each  of  its  officers  and  directors  and  partners, and each person
controlling  any such persons within the meaning of Section 15 of the Securities
Act,  with  respect  to  which registration of any of the Registrable Securities
under  the Securities Act has been effected pursuant to this Agreement, and each
underwriter,  if  any,  and  each person who controls any underwriter within the
meaning  of  Section  15  of  the  Securities Act, against all expenses, claims,
losses,  damages  and liabilities (or actions in respect thereof), including any
of  the  foregoing  incurred  in  settlement  of  any  litigation,  commenced or
threatened,  arising  out of or based on any untrue statement (or alleged untrue
statement)  of  a  material  fact  contained  in  any  registration  statement,


                                       15
<PAGE>
prospectus,  offering circular or other document, or any amendment or supplement
thereof,  incident to any such registration of any of the Registrable Securities
under  the Securities Act which has been effected pursuant to this Agreement, or
based  on  any  omission (or alleged omission) to state therein, a material fact
required  to  be stated therein or necessary to make the statements therein, not
misleading,  or  any  violation  by  the  Company  of  any  rule  or  regulation
promulgated  under the Securities Act or any state securities laws applicable to
the Company and relating to action or inaction by the Company in connection with
any such Registration, qualification or compliance, and will reimburse each such
Holder,  each  of  its  officers  and  directors  and  partners, and each person
controlling any such persons, each such Underwriter and each person who controls
any  such  underwriter, for any legal and any other expenses reasonably incurred
in  connection  with investigating, preparing or defending any such claim, loss,
damage,  liability  or  action;  provided, however, that the Company will not be
                                 --------  -------
liable  in  any  such  case  to  the  extent  that any such claim, loss, damage,
liability  or  expense  arises  out  of  or  is based on 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 such Holder or
underwriter  and  expressly  intended  for  use  in such registration statement,
prospectus,  offering circular or other document, or any amendment or supplement
thereof;  provided,  further,  that  the  indemnity  agreement contained in this
          --------   -------
Section  8.1  shall  not  apply to amounts paid in settlement of any such claim,
------------
loss,  damage,  liability  or  action if such settlement is effected without the
consent  of  the  Company  (which  consent shall not be unreasonably withheld or
delayed).

     8.2     To  the  extent  permitted by law, each Holder will, if Registrable
Securities  held  by such Holder are included in the securities as to which such
registration  is  being  effected, severally and not jointly, indemnify and hold
harmless  the  Company, each of its directors and officers, each underwriter, if
any,  of the Company's securities covered by such a registration statement, each
person  who  controls  the  Company  or  such  underwriter within the meaning of
Section  15  of  the  Securities  Act,  and  each other such Holder, each of its
officers,  directors,  partners,  and each person controlling such Holder within
the  meaning  of Section 15 of the Securities Act, against all expenses, claims,
losses,  damages  and  liabilities (or actions in respect thereof), to which the
Company  or  such  officer,  director,  underwriter  or  person who controls the
Company  or such underwriter, within the meaning of Section 15 of the Securities
Act,  including  any  of the foregoing incurred in settlement of any litigation,
commenced  or  threatened,  arising  out of or based on any untrue statement (or
alleged  untrue statement) of a material fact contained in any such registration
statement,  prospectus, offering circular or other document, or any amendment or


                                       16
<PAGE>
supplement  thereto,  incident  to  any  such  registration,  qualification  or
compliance  or  based  on  any omission (or alleged omission) to state therein a
material  fact required to be stated therein or necessary to make the statements
therein  not  misleading,  and  will  reimburse  the Company, such Holders, such
directors,  officers, partners, underwriters or control persons for any legal or
any  other  expenses  reasonably  incurred  in  connection  with  investigating,
preparing  or  defending  any  such claim, loss, damage, liability or action, in
each  case to the extent, but only to the extent, that such untrue statement (or
alleged  untrue  statement)  or  omission  (or  alleged  omission), made in such
registration  statement,  prospectus,  offering  circular,  other  document  or
amendment  or  supplement  is  in  reliance  upon and in conformity with written
information  furnished  to the Company by such Holder and expressly intended for
use  in  such  registration  statement,  prospectus,  offering circular or other
document,  or  any  amendment or supplement thereof; provided, however, that the
                                                     --------  -------
obligations  of each Holder hereunder shall be limited to an amount equal to the
net  proceeds  to  such  Holder  of  Registrable Securities sold as contemplated
herein;  provided,  further,  that  the  indemnity  agreement  contained in this
         --------   -------
Section  8.2  shall  not  apply to amounts paid in settlement of any such claim,
------------
loss,  damage,  liability  or  action if such settlement is effected without the
consent  of  the  Holder  (which  consent  shall not be unreasonably withheld or
delayed).

     8.3     Each  party  entitled  to indemnification under this Article 8 (the
                                                                  ---------
"Indemnified  Party")  shall  give  notice  to  the  party  required  to provide
 ------------------
indemnification (the "Indemnifying Party") promptly after such Indemnified Party
  ------              ------------------
has actual knowledge of any claim as to which indemnity may be sought, and shall
permit  the  Indemnifying  Party  to assume the defense of any such claim or any
litigation  resulting  therefrom,  provided  that  counsel  for the Indemnifying
Party,  who  shall  conduct  the  defense  of such claim or litigation, shall be
approved  by  the  Indemnified  Party  (whose approval shall not unreasonably be
withheld).  The  Indemnified  Party  may  participate  in  such  defense at such
party's  expense;  provided, however, that the Indemnifying Party shall bear the
                   --------  -------
expense  of  such  defense  of  the  Indemnified Party if representation of both
parties  by  the  same counsel would be inappropriate due to actual or potential
conflicts  of  interest;  provided,  further,  that  the  Company's  obligation
                          --------   -------
hereunder shall be limited to the expense of one counsel for all Holders and the
Company  shall  not  be  required  to  pay  the  expense of counsel for multiple
Holders.  The failure of any Indemnified Party to give notice as provided herein
shall  not  relieve  the  Indemnifying  Party  of  its  obligations  under  this
Agreement, unless such failure is prejudicial to the ability of the Indemnifying
Party  to  defend the action.  No Indemnifying Party, in the defense of any such
claim  or  litigation,  shall, except with the consent of each Indemnified Party
not  to be unreasonably withheld, consent to entry of any judgment or enter into
any  settlement  which  does  not  include  as an unconditional term thereof the
giving  by the claimant or plaintiff to such Indemnified Party of a release from
all  liability  in  respect  of  such  claim  or  litigation.

     8.4     If  the  indemnification  provided  for  in  Section  8.1 or 8.2 is
                                                          -------------------
unavailable  or  insufficient  to  hold harmless an Indemnified Party, then each
Indemnifying  Party  shall  contribute  to  the  amount  paid or payable by such
Indemnified  Party  as  a  result  of  the  expenses, claims, losses, damages or
liabilities  (actions  or proceedings in respect thereof) referred to in Section
                                                                         -------
8.1  or  8.2, in such proportion as is appropriate to reflect the relative fault
------------
of  the Company on the one hand and the sellers of Registrable Securities on the
other  hand  in  connection  with statements or omissions which resulted in such
losses,  claims,  damages  or  liabilities (or actions or proceedings in respect
thereof)  or  expenses,  as well as any other relevant equitable considerations.


                                       17
<PAGE>
The  relative  fault  shall  be  determined by reference to, among other things,
whether  the  untrue  or  alleged  untrue  statement  of  a material fact or the
omission  or  alleged  omission  to state a material fact relates to information
supplied  by  the  Company  or  the  sellers  of  Registrable Securities and the
parties,  relative  intent,  knowledge, access to information and opportunity to
correct  or  prevent  such  untrue  statement  or omission.  The Company and the
Holders  agree that it would not be just and equitable if contributions pursuant
to  this  Section  8.4 were to be determined by pro rata allocation (even if all
          ------------
Sellers  of  Registrable Securities were treated as one entity for such purpose)
or  by  any  other  method  of  allocation  which  does  not take account of the
equitable  considerations referred to in the first sentence of this Section 8.4.
                                                                    -----------
The  amount  paid  by  an Indemnified Party as a result of the expenses, claims,
losses,  damages  or  liabilities (or actions or proceedings in respect thereof)
referred to in the first sentence of this Section 8.4 shall be deemed to include
any  legal  or  other  expenses reasonably incurred by such Indemnified Party in
connection with investigating or defending any claim, action or proceeding which
is  the  subject  of  this  Section  8.4.  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.  The  obligations  of  sellers  of  Registrable
Securities  to  contribute  pursuant  to  this  Section  8.4 shall be several in
                                                ------------
proportion  to  the  respective  amount  of  Registrable Securities sold by them
pursuant  to  a  registration  statement.


                                    ARTICLE 9

                               RULE 144 REPORTING

     With  a  view  to  making  available  the  benefits  of  certain  rules and
regulations  of  the  Commission  which  may  at  any  time  permit  the sale of
securities of the Company to the public without registration, the Company agrees
use  its  best  efforts  to:

     9.1     Make  and  keep  public  information  available  as those terms are
understood  and  defined in Rule 144 under the Securities Act (or any similar or
analogous  rule  promulgated  under  the  Securities  Act);  and

     9.2     File  with  the Commission in a timely manner all reports and other
documents  required of the Company under the Securities Act and the Exchange Act
and  make  available  the  benefits  of  Rule  144;  and

     9.3     So  long  as any Holder owns any Registrable Securities, furnish to
such Holder forthwith upon reasonable request a written statement by the Company
as  to its compliance with the public information requirements of said Rule 144,
the  Securities  Act  and  the Exchange Act, a copy of the most recent annual or
quarterly  report  of the Company, and such other publicly available reports and
documents  of  the  Company  as  such  Holder may reasonably request in availing
itself  of any rule or regulation of the Commission allowing it to sell any such
securities  without  registration.


                                       18
<PAGE>
                                   ARTICLE 10

                         TRANSFER OF REGISTRATION RIGHTS

     The  rights to cause the Company to register Registrable Securities granted
Holders  under Articles 2, 3 and 4 hereof may be assigned in connection with any
               -------------------
permitted  transfer  or  assignment of the Holder's Registrable Securities.  All
transferees  and  assignees  of  the  rights  to  cause  the Company to register
Registrable  Securities  granted  Holders under Articles 2, 3 and 4 hereof, as a
                                                -------------------
condition  to the transfer of such rights, shall agree in writing to be bound by
the  agreements  set  forth  herein.


                                   ARTICLE 11

                       LIMITATIONS ON REGISTRATION RIGHTS
                           GRANTED TO OTHER SECURITIES

     The  parties  hereto agree that additional holders may, with the consent of
the  Company  and  the  Holders of a Supermajority of the Registrable Securities
then  outstanding,  be added as parties to this Agreement with respect to any or
all  securities  of  the  Company held by them; provided, however, that from and
                                                --------  -------
after  the  date  of  this  Agreement,  the  Company shall not without the prior
written  consent of the Holders of a Supermajority of the Registrable Securities
then outstanding, enter into any agreement with any holder or prospective holder
of  any  securities  of  the  Company  providing for the grant to such holder of
registration  rights superior to, or pari passu with, those granted herein.  Any
                                     ---- -----
additional  parties  shall  execute  a  counterpart  of this Agreement, and upon
execution  by  such  additional  parties and by the Company, shall be considered
Holders  for  purposes  of this Agreement, and shall be added to the Schedule of
Registration  Rights  Holders.


                                   ARTICLE 12

                                  MISCELLANEOUS

     12.1     GOVERNING  LAW.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
              ---------
IN  ACCORDANCE  WITH  THE  LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS
MADE  AND TO BE PERFORMED ENTIRELY WITHIN THE STATE WITHOUT REGARD TO PRINCIPLES
OF  CONFLICTS  OF  LAW.

     12.2     WAIVER OF JURY TRIAL.  EACH PARTY TO THIS AGREEMENT 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


                                       19
<PAGE>
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.  EACH OF THE PARTIES TO THIS AGREEMENT HEREBY AGREES
AND CONSENTS THAT ANY 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.

     12.3     Successors  and  Assigns.  Except  as otherwise expressly provided
              ------------------------
herein,  the  provisions  hereof  shall  inure to the benefit of, and be binding
upon,  the  successors,  assigns,  heirs,  executors  and  administrators of the
parties  hereto.

     12.4     Entire  Agreement.  This Agreement constitutes the full and entire
              -----------------
understanding  and  agreement  between  the  parties  with regard to the subject
matter  hereof.  Any  provision  of  this  Agreement  may  be amended, waived or
modified, and this Agreement may be terminated, if, but only if, such amendment,
waiver or modification or termination is in writing and is signed by the Company
and  the  holders of a Supermajority of the Registrable Securities; whenever any
provision  of  this  Agreement  requires  action or approval by the holders of a
specified  number  of  Registrable  Securities,  such  action or approval may be
evidenced  by a written consent executed by the requisite holders of Registrable
Securities,  without  any  requirement of a meeting or prior notice to the other
holders  of  such  shares.

     12.5     Notices.  All  notices,  requests,  consents,  and  other
              -------
communications  hereunder  shall  be  in writing and shall be deemed effectively
given  and received upon delivery in person, or two business days after delivery
by  national  overnight  courier  service  or  by  telecopier  transmission with
acknowledgment  of transmission receipt, or five business days after deposit via
certified  or  registered mail, return receipt requested, in each case addressed
as  follows:

if  to  the  Company:

     Telscape  International,  Inc.
     1325  Northmeadow  Parkway
     Suite  110
     Atlanta,  Georgia  30076
     Attention:  Mark  Harris,  General  Counsel
     Facsimile:  (770)  319-2834


                                       20
<PAGE>
with  a  copy  to  (which  shall  not  constitute  notice):

     Gardere  Wynne  Sewell  LLP
     3000  Thanksgiving  Tower
     1601  Elm  Street
     Dallas,  Texas  75201-4761
     Attention:  W.  Robert  Dyer,  Jr.
     Facsimile:  (214)  999-3574

if  to  the Purchasers: at the addresses set forth on their respective signature
pages,

or,  in  any  such  case,  at such other address or addresses as shall have been
furnished  in  writing  by  such  party  to  the  others.

     12.6     Severability.  In  case  any  provision of this Agreement shall be
              ------------
invalid,  illegal or unenforceable, the validity, legality and enforceability of
the  remaining  provisions of this Agreement shall not in any way be affected or
impaired  thereby.

     12.7     Titles  and Subtitles.  The titles of the sections and subsections
              ---------------------
of  this  Agreement  are  for  convenience  of  reference only and are not to be
considered  in  construing  this  Agreement.

     12.8     Counterparts.  This  Agreement  may  be  executed in any number of
              ------------
counterparts,  each  of  which  shall  be an original, but all of which together
constitute  one  instrument.  Facsimile  transmission  of  any  signed  original
document  and/or  retransmission  of  any  signed facsimile transmission will be
deemed  the  same  as delivery of an original.  At the request of any party, the
parties  will confirm the transmission by signing a duplicate original document.

                 [THE NEXT FOLLOWING PAGES ARE SIGNATURE PAGES.]


                                       21
<PAGE>
                                   SCHEDULE 1
                                   ----------

                                   PURCHASERS


                           TSG Capital Fund III, L.P.

                        Sandler Capital Partners IV, L.P.

                        Sandler Capital Partners IV, FTE

                         EGL NatWest Ventures USA, L.P.

                          EGL Equity Partners III, L.P.

                     EGL Equity Offshore Partners III, L.P.

                          Gateway Opportunity Fund LLC

                            Oger Pensat Holdings Ltd.

                  Cahill Warnock Strategic Partners Fund, L.P.

                           Strategic Associates, L.P.

                               James H. Dorsey III


<PAGE>
</TEXT>
</DOCUMENT>
