INTERNATIONAL FIBERCOM INC
REGISTRATION RIGHTS AGREEMENT DTD JUNE 18, 2001
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>ex10-2.txt
<DESCRIPTION>REGISTRATION RIGHTS AGREEMENT DTD JUNE 18, 2001
<TEXT>

                                                                    Exhibit 10.2

                          REGISTRATION RIGHTS AGREEMENT

     This REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of June 18,
2001, is made and entered into by and between International  FiberCom,  Inc., an
Arizona corporation (the "COMPANY"),  and Crescent International Ltd., an entity
organized and existing under the laws of Bermuda (the "INVESTOR").

     WHEREAS,  the Company and the Investor have entered into that certain Stock
Purchase Agreement,  dated as of June 18, 2001 (the "STOCK PURCHASE AGREEMENT"),
pursuant to which the Company will issue, from time to time, to the Investor and
the Investor shall purchase up to $20,000,000 worth of securities of the Company
including (i) common stock,  no par value per share, of the Company (the "COMMON
STOCK") and (ii) 100,000  shares of series D convertible  preferred  stock,  par
value $0.01 per share, of the Company (the "PREFERRED STOCK");

     WHEREAS,  pursuant  to the terms of and in  partial  consideration  for the
Investor entering into the Stock Purchase Agreement,  the Company is required to
issue to the Investor an incentive warrant, exercisable from time to time within
five years  following  the date of issuance  (the  "INCENTIVE  WARRANT") for the
purchase of a number of shares of Common  Stock at a price to be  determined  as
described in such Incentive Warrant;

     WHEREAS,  pursuant  to the terms of and in  partial  consideration  for the
Investor entering into the Stock Purchase Agreement, the Company may be required
to  issue  protective  warrants  to the  Investor,  each  of  which  may  become
exercisable  from time to time as  described  in such  warrants and in the Stock
Purchase Agreement  (collectively,  the "PROTECTIVE  WARRANTS" and together with
the Incentive  Warrant and any new or replacement  warrants issued in accordance
with  the  terms of the  Protective  Warrants  and the  Incentive  Warrant,  the
"Warrants") for the purchase of a number of shares of Common Stock at a price to
be determined as described in each such Protective Warrant;

     WHEREAS,  pursuant to the terms of, and in partial  consideration  for, the
Investor's agreement to enter into the Stock Purchase Agreement, the Company has
agreed to provide the  Investor  with certain  registration  rights as described
herein;

     NOW,  THEREFORE,  in  consideration of the premises,  the  representations,
warranties,  covenants and agreements contained herein, in the Warrants,  and in
the Stock Purchase Agreement, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, intending to be legally
bound hereby, the parties hereto agree as follows (capitalized terms used herein
and not defined  herein shall have the respective  meanings  ascribed to them in
the Stock Purchase Agreement):
<PAGE>
                                    ARTICLE I
                               REGISTRATION RIGHTS

     SECTION 1.1. REGISTRATION STATEMENTS.

          a. FILING OF REGISTRATION  STATEMENTS.  The Company shall register for
resale all Commitment  Shares issued or issuable to the Investor pursuant to the
Stock  Purchase  Agreement  and all Warrant  Shares issued or issuable upon full
exercise of the Warrants. Subject to the terms and conditions of this Agreement,
the Company shall effect such registration in the manner provided below:

               (i) FIRST REGISTRATION  STATEMENT. On or before the end of the 20
calendar day period immediately following the First Sale, the Company shall file
with the SEC a registration  statement (the "FIRST  REGISTRATION  STATEMENT") on
Form S-3 if such form is then available to the Company and, if not, on such form
promulgated  by the SEC for which the Company  qualifies,  that  counsel for the
Company shall deem appropriate and which form shall be available for the sale of
all Conversion  Shares, and the Incentive Warrant Shares, in accordance with the
intended  method of  distribution of such  securities.  The aggregate  number of
shares of Common Stock to be registered under the First  Registration  Statement
shall be 5,500,000;

               (ii) SUBSEQUENT REGISTRATION STATEMENTS.

                    (1) If the Company shall,  pursuant to any Subsequent  Sale,
require  the  Investor  to  purchase  shares  of  Common  Stock  not  previously
registered and not covered by an effective Registration Statement filed with the
SEC which is not a Failed  Registration  Statement (as hereinafter  defined) (an
"UNREGISTERED  SALE"),  then on or before  the end of a 20  calendar  day period
immediately  following each Closing Date relating to each such Subsequent  Sale,
the Company shall file with the SEC a registration statement (each a "SUBSEQUENT
REGISTRATION  STATEMENT," and together with the First Registration Statement and
any other registration  statement covering  Registrable  Securities or otherwise
required to be filed by the Company with the SEC as provided in this  Agreement,
the "REGISTRATION  STATEMENTS" or each, a "REGISTRATION  STATEMENT") on Form S-3
if such  form  is then  available  to the  Company  and,  if not,  on such  form
promulgated  by the SEC for which the Company  qualifies,  that  counsel for the
Company shall deem appropriate and which form shall be available for the sale of
the Subsequent Sale Shares  purchased by the Investor and any Conversion  Shares
and Warrant Shares that have not been previously registered,  in accordance with
the intended method of distribution of such securities.  The aggregate number of
shares to be registered  under each Subsequent  Registration  Statement shall be
equal to (w) the number of Subsequent  Sale Shares  purchased by the Investor on
the  applicable  Closing Date,  plus (x) a number of Protective  Warrant  Shares
equal to the number of Subsequent  Sale Shares  purchased by the Investor on the
applicable Closing Date plus (y) any Conversion Shares not previously registered
plus (z) any Warrant Shares not previously registered;

                    (2)  Prior  to  any   Subsequent   Sale   which  is  not  an
Unregistered Sale, the Company shall file with the SEC a Registration  Statement
on Form S-3 if such form is then  available  to the Company and, if not, on such
form  promulgated by the SEC for which the Company  qualifies,  that counsel for

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<PAGE>
the Company  shall deem  appropriate  and which form shall be available  for the
sale of the  shares of Common  Stock to be  purchased  by the  Investor  and any
Warrant Shares which have not previously been registered, in accordance with the
intended  method of  distribution of such  securities.  The aggregate  number of
shares to be registered under such Registration Statement shall be determined by
the Company.

          b.  EFFECTIVENESS  OF  THE  REGISTRATION  STATEMENTS.   The  following
conditions for effectiveness shall apply to the Registration Statements required
to be filed by the Company with the SEC pursuant to paragraph (a) above, without
limiting the Company's  obligation  to file such  Registration  Statements.  The
Company shall use its best efforts: (i) to have the First Registration Statement
declared  effective by the SEC in no event later than 90 calendar days after the
Closing  Date  relating  to the First  Sale,  and (ii) to have  each  Subsequent
Registration  Statement  declared effective by the SEC in no event later than 60
calendar days after the Closing Date relating to each Unregistered  Sale, and in
any event prior to any further Subsequent Sales. Upon the written request of the
Company,  the foregoing 90 and 60 calendar day periods will each be extended for
one  additional  period of 15  calendar  days;  any further  extensions  will be
subject to the mutual  agreement  of the Company and the  Investor.  The Company
shall ensure that each Registration  Statement and any amendments thereto remain
in effect  until the later of (1) a period  ending 1 day  following  the date of
expiration of the Incentive  Warrant Exercise Period (as such term is defined in
the Incentive  Warrant) if the Incentive  Warrant has not been exercised in full
and if such Registration Statement covers the Warrant Shares issuable under such
Incentive Warrant,  and (2) the date the Registrable  Securities covered by such
Registration  Statement  and issued or issuable to the Investor  pursuant to the
Stock Purchase  Agreement may be sold by the Investor  without  registration and
without any time, volume or manner  limitations  pursuant to Rule 144(k) (or any
similar  provision  then in effect) under the  Securities  Act or have otherwise
been sold;  PROVIDED  that such period  shall be  extended  one day for each day
after the applicable  Effective Date that any  Registration  Statement  covering
Registrable  Securities  is not  effective  during the period such  Registration
Statement is required to be effective pursuant to this Agreement.

          c.  FAILURE  TO  OBTAIN  OR  MAINTAIN  EFFECTIVENESS  OF  REGISTRATION
STATEMENTS.

               (i) In the event the  Company  fails for any reason to obtain the
effectiveness of any Registration Statement within the time periods set forth in
Section  1.1(b)  (a "TARDY  REGISTRATION  STATEMENT")  or in the event  that the
Company fails for any reason to maintain the  effectiveness  of any Registration
Statement (or the underlying prospectus) covering Registrable Securities for the
time period set forth in Section 1.1(b) (an "INEFFECTIVE REGISTRATION STATEMENT"
together with a Tardy Registration Statement, a "FAILED REGISTRATION STATEMENT")
or upon the occurrence of any event of the kind described in Section  2.1(g)(iv)
hereof (unless the Registrable Securities covered by such Registration Statement
shall have become freely tradable  pursuant to Rule 144(k) of the Securities Act
or have been  otherwise  sold),  then,  in either  event an amount  equal to two
percent  (2.0%)  of the  aggregate  Purchase  Price  of  all of the  Registrable
Securities  covered by any such Failed  Registration  Statement then held by the
Investor for each calendar month and for each portion of a calendar  month,  PRO
RATA,  (the  "FAILED  REGISTRATION  STATEMENT  FEE")  during  any period of such
ineffectiveness  or,  in the  case of the  occurrence  of an  event  of the kind
described in Section 2.1(g)(iv)  hereof,  until the Investor shall have received
copies  of the  supplemental  or  amended  prospectus  contemplated  by  Section
2.1(g)(iv)  hereof (an  "INEFFECTIVE  PERIOD"),  shall become due and payable to
Investor.

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<PAGE>
               (ii) If Failed Registration Statement Fees accrue with respect to
any  Ineffective  Registration  Statement,  payment of such Failed  Registration
Statement Fees shall be made on the first Trading Day after the earlier to occur
of (1) the expiration of the applicable  Ineffective Period and (2) the last day
of each calendar month during an Ineffective Period.

          d.  RESTRICTED  PERIOD.  While in  possession  of material  non-public
information  received  from the Company (a  "RESTRICTED  PERIOD"),  the Investor
shall not  dispose  of any  Registrable  Securities  until such  information  is
disclosed to the public;  provided  that, the  liquidated  damages  described in
Section  1.1(c) hereof shall not apply until and unless such  Restricted  Period
exceeds 30 days during any such 360 day period and;  provided  further  that, if
such  Restricted  Period exceeds 120 days, the liquidated  damages  described in
Section  1.1(c)  hereof shall be increased  to three  percent  (3.0%) until such
Restricted Period shall have elapsed.

          e. FAILURE TO REGISTER  SUFFICIENT  NUMBER OF SHARES. If the number of
Protective Warrant Shares included in the First  Registration  Statement or each
Subsequent  Registration  Statement is less than the total number of  Protective
Warrant  Shares  issuable upon  exercise at the Exercise  Price (as such term is
defined in each  Protective  Warrant)  (such  deficit in the number of shares is
referred  to  herein  as the  "DEFICIT  SHARES"),  then  (i) the  Company  shall
immediately  amend  such  Registration  Statement  (or  file a new  Registration
Statement)  to cover  the  Deficit  Shares  (such  amended  or new  Registration
Statement is referred to herein as a "DEFICIT  SHARES  REGISTRATION  STATEMENT")
and (ii) the Company shall pay to the Investor in  immediately  available  funds
into an  account  designated  by the  Investor  an  amount  equal to 2.0% of the
product of (x) the number of Deficit Shares  multiplied by (y) the Closing Trade
Price of the Common Stock on the  applicable  Effective  Date, for each calendar
month and for each portion of a calendar month, pro rata, during the period from
the Effective  Date of the  applicable  Registration  Statement to the Effective
Date of the applicable Deficit Shares Registration Statement.

          f. LIQUIDATED DAMAGES. The Company and the Investor hereby acknowledge
and agree that the sums  payable  under  subsections  1.1(c),  1.1(d) and 1.1(e)
hereof  shall  constitute  liquidated  damages  and not  penalties.  The parties
further acknowledge that (i) the amount of loss or damages likely to be incurred
is incapable or is difficult to estimate  precisely,  (ii) the amounts specified
in such subsections bear a reasonable  proportion and are not plainly or grossly
disproportionate  to the probable loss likely to be incurred in connection  with
any  failure  by the  Company  to  obtain or  maintain  the  effectiveness  of a
Registration  Statement,  (iii)  one of the  reasons  for  the  Company  and the
Investor  reaching an agreement as to such amounts was the  uncertainty and cost
of litigation regarding the question of actual damages, and (iv) the Company and
the Investor are  sophisticated  business  parties and have been  represented by
sophisticated and able legal and financial counsel and negotiated this Agreement
at arm's length.

                                   ARTICLE II
                             REGISTRATION PROCEDURES

     SECTION 2.1. FILINGS; INFORMATION. The Company will effect the registration
of the  Registrable  Securities  in  accordance  with the  intended  methods  of
disposition  thereof as furnished to the Company by any proposed  seller of such
Registrable Securities prior to the filing of a Registration Statement therefor.
Without  limiting  the  foregoing,  the  Company  in each  such case will do the
following as expeditiously as possible, but in no event later than the deadline,
if any, prescribed therefor in this Agreement:

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<PAGE>
          a.  The  Company   shall  (i)  prepare  and  file  with  the  SEC  the
Registration  Statement(s) covering the shares as described in subsection 1.1(a)
above; (ii) use its best efforts to cause such filed  Registration  Statement(s)
to become and remain effective (pursuant to Rule 415 under the Securities Act or
otherwise) for the period  prescribed by Section 1.1(b);  (iii) prepare and file
with the SEC such amendments and supplements to each Registration  Statement and
the  prospectus  used in  connection  therewith as may be necessary to keep each
Registration  Statement  effective  for the time  period  prescribed  by Section
1.1(b);  and (iv) comply with the  provisions of the Securities Act with respect
to the  disposition of all  securities  covered by each  Registration  Statement
during such period in accordance with the intended methods of disposition by the
Investor set forth in each Registration Statement.

          b.  The  Company   shall  file  all   necessary   amendments  to  each
Registration Statement in order to effectuate the purpose of this Agreement, the
Stock Purchase Agreement, and the Warrants.

          c. Five  Trading Days prior to filing each  Registration  Statement or
prospectus,  or any amendment or supplement thereto (excluding amendments deemed
to result from the filing of documents  incorporated by reference therein),  the
Company shall deliver to the Investor and one firm of counsel  representing  the
Investor,  in accordance  with the notice  provisions of Section 4.8,  copies of
such  Registration  Statement as proposed to be filed,  together  with  exhibits
thereto,  which  documents will be subject to review and comment by the Investor
and such counsel,  and thereafter  deliver to the Investor and such counsel,  in
accordance  with the notice  provisions of Section 4.8, such number of copies of
such Registration Statement, each amendment and supplement thereto (in each case
including all exhibits  thereto),  the prospectus  included in such Registration
Statement  (including each  preliminary  prospectus) and such other documents or
information  as the  Investor  or  counsel  may  reasonably  request in order to
facilitate the disposition of the Registrable Securities.

          d. The Company shall deliver, in accordance with the notice provisions
of Section  4.8,  to each  broker as  directed  by the  Investor  such number of
conformed  copies  of such  Registration  Statement  and of each  amendment  and
supplement   thereto  (in  each  case   including  all  exhibits  and  documents
incorporated by reference), such number of copies of the prospectus contained in
such  Registration  Statement  (including  each  preliminary  prospectus and any
summary  prospectus) and any other  prospectus  filed under Rule 424 promulgated
under the Securities Act relating to the Registrable Securities,  and such other
documents,  as may be reasonably  requested to facilitate the disposition of the
Registrable Securities.

          e. After the filing of each Registration Statement,  the Company shall
promptly  notify the Investor of any stop order issued or  threatened by the SEC
in connection therewith and take all commercially reasonable actions required to
prevent the entry of such stop order or to remove it if entered.

          f. The Company  shall use its best  efforts to (i) register or qualify
the Registrable  Securities under such other securities or blue sky laws of such
jurisdictions  in the United States as the Investor may  reasonably (in light of
its  intended  plan of  distribution)  request,  and (ii) cause the  Registrable
Securities to be registered with or approved by such other governmental agencies

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<PAGE>
or  authorities  in the  United  States  as may be  necessary  by  virtue of the
business and  operations of the Company and do any and all other acts and things
that may be  reasonably  necessary  or  advisable  to  enable  the  Investor  to
consummate the disposition of the  Registrable  Securities;  PROVIDED,  HOWEVER,
that the Company will not be required to qualify generally to do business in any
jurisdiction  where it would not  otherwise  be required to qualify but for this
paragraph (f), subject itself to taxation in any such  jurisdiction,  or consent
or subject itself to general service of process in any such jurisdiction.

          g.  The  Company  shall  immediately  notify  the  Investor  upon  the
occurrence of any of the following events in respect of a Registration Statement
or related prospectus in respect of an offering of Registrable  Securities:  (i)
receipt  of any  request  for  additional  information  by the SEC or any  other
federal or state  governmental  authority  during the period of effectiveness of
the  Registration  Statement or amendments or  supplements  to the  Registration
Statement  or  related  prospectus;  (ii) the  issuance  by the SEC or any other
federal  or state  governmental  authority  of any  stop  order  suspending  the
effectiveness  of a Registration  Statement or the initiation of any proceedings
for  that  purpose;  (iii)  receipt  of any  notification  with  respect  to the
suspension of the  qualification  or exemption from  qualification of any of the
Registrable  Securities  for  sale  in any  jurisdiction  or the  initiation  or
threatening of any proceeding for such purpose;  (iv) the happening of any event
that  makes  any  statement  made  in such  Registration  Statement  or  related
prospectus or any document  incorporated or deemed to be incorporated therein by
reference  untrue in any  material  respect or that  requires  the making of any
changes in the Registration Statement,  related prospectus or documents so that,
in the  case  of a  Registration  Statement,  it will  not  contain  any  untrue
statement of a material  fact or omit to state any material  fact required to be
stated therein or necessary to make the statements  therein not misleading,  and
that in the case of the  related  prospectus,  it will not  contain  any  untrue
statement of a material  fact or omit to state any material  fact required to be
stated therein or necessary to make the statements  therein, in the light of the
circumstances under which they were made, not misleading; (v) the declaration by
the SEC of the effectiveness of a Registration Statement; and (vi) the Company's
reasonable  determination  that a  post-effective  amendment to the Registration
Statement would be appropriate, and the Company promptly shall make available to
the Investor any such supplement or amendment to the related prospectus.

          h. The Company  shall enter into  customary  agreements  and take such
other actions as are reasonably  required in order to expedite or facilitate the
disposition  of such  Registrable  Securities  (whereupon  the Investor,  at its
option,  may  require  that any or all of the  representations,  warranties  and
covenants of the Company also be made to and for the benefit of the Investor).

          i. The Company shall make  available to the Investor (and will deliver
to Investor's  counsel),  subject to  restrictions  imposed by the United States
government   or  any   agency  or   instrumentality   thereof,   copies  of  all
correspondence  between the SEC and the  Company,  concerning  any  Registration
Statement,  and also will make  available for inspection by the Investor and any
attorney,   accountant   or  other   professional   retained  by  the   Investor
(collectively,  the  "INSPECTORS"),  all financial and other records,  pertinent
corporate documents and properties of the Company (collectively,  the "RECORDS")
as shall be reasonably  necessary to enable them to exercise their due diligence
responsibility,  and cause the  Company's  officers and  employees to supply all
information  reasonably  requested  by any  Inspectors  in  connection  with any
Registration Statement.  Records that the Company determines,  in good faith, to

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<PAGE>
be confidential and that it notifies the Inspectors are  confidential  shall not
be  disclosed by the  Inspectors  unless (i) the  disclosure  of such Records is
necessary  to avoid or correct a  misstatement  or omission in any  Registration
Statement  or (ii) the  disclosure  or release of such  Records is  requested or
required pursuant to oral questions,  interrogatories,  requests for information
or documents or a subpoena or other order from a court of competent jurisdiction
or other  process;  PROVIDED,  however,  that prior to any disclosure or release
pursuant to clause (ii),  the  Inspectors  shall provide the Company with prompt
notice  of any such  request  or  requirement  so that the  Company  may seek an
appropriate  protective  order  or  waive  such  Inspectors'  obligation  not to
disclose such Records;  and, PROVIDED,  FURTHER,  that if failing the entry of a
protective  order or the waiver by the  Company  permitting  the  disclosure  or
release of such Records,  the Inspectors,  upon advice of counsel, are compelled
to disclose  such  Records,  the  Inspectors  may  disclose  that portion of the
Records  that  counsel  has  advised  the  Inspectors  that the  Inspectors  are
compelled  to  disclose.  The Investor  agrees that  information  obtained by it
solely as a result of such inspections  (not including any information  obtained
from a third party who,  insofar as is known to the  Investor  after  reasonable
inquiry,  is not prohibited  from  providing such  information by a contractual,
legal or fiduciary  obligation to the Company) shall be deemed confidential and,
if material non-public  information,  the Investor shall not while in possession
of such  information  engage in market  transactions  in the  securities  of the
Company or its  Affiliates  unless and until such  information is made generally
available to the public.  The Investor  further  agrees that upon  learning that
disclosure  of such Records is sought in a court of competent  jurisdiction,  it
will give  notice to the  Company  and allow the  Company,  at its  expense,  to
undertake  appropriate  action  to  prevent  disclosure  of the  Records  deemed
confidential.

          j. To the extent  required by law or reasonably  necessary to effect a
sale of Registrable  Securities in accordance with prevailing business practices
at the time of any sale of  Registrable  Securities  pursuant to a  Registration
Statement,  the  Company  shall  deliver to the  Investor a signed  counterpart,
addressed  to the  Investor,  of (1) an  opinion or  opinions  of counsel to the
Company  and  (2) a  comfort  letter  or  comfort  letters  from  the  Company's
independent public accountants, each in customary form and covering such matters
of the type customarily  covered by opinions of comfort letters, as the case may
be, as the Investor therefor reasonably requests.

          k. The Company  otherwise  shall comply with all applicable  rules and
regulations  of  the  SEC,  including,   without  limitation,   compliance  with
applicable reporting requirements under the Exchange Act.

          l. The Company may require the Investor to furnish promptly in writing
to the Company such  information as may be legally  required in connection  with
any registration including,  without limitation,  all such information as may be
requested by the SEC or the National  Association  of Securities  Dealers,  Inc.
(the  "NASD").  The  Investor  agrees to provide such  information  requested in
connection  with any  registration  within ten Trading Days after receiving such
written  request  and the  Company  shall not be  responsible  for any delays in
obtaining or maintaining the effectiveness of a Registration Statement caused by
the  Investor's  failure to timely  provide  such  information.  Each  seller of
Registrable  Securities  shall notify the Company as promptly as  practicable of
any inaccuracy or change in information  previously  furnished by such seller to
the  Company or of the  occurrence  of any event,  in either case as a result of
which any prospectus  relating to the Registrable  Securities  contains or would
contain an untrue  statement  of a material  fact  regarding  such seller or its

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<PAGE>
intended method of disposition of such Registrable  Securities or omits to state
any material  fact  regarding  such seller or such seller's  intended  method of
disposition  of such  Registrable  Securities  required to be stated  therein or
necessary  to make the  statements  therein,  in the light of the  circumstances
under which they were made, not misleading,  and promptly 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 seller or the disposition 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,  in the light
of the circumstances under which they were made, not misleading.

     SECTION 2.2. REGISTRATION EXPENSES.

          a. In connection with each Registration  Statement,  the Company shall
pay all  registration  expenses  incurred in  connection  with the  registration
thereunder (the "REGISTRATION EXPENSES"), including, without limitation: (i) all
registration,  filing,  securities  exchange  listing and fees required by NASD,
(ii) all  registration,  filing,  qualification  and other fees and  expenses of
compliance  with  securities  or blue sky laws  (including  reasonable  fees and
disbursements  of  counsel in  connection  with blue sky  qualifications  of the
Registrable  Securities  required  hereby),  (iii)  all  of the  Company's  word
processing,  duplicating,  printing,  messenger and delivery expenses,  (iv) the
Company's internal expenses  (including,  without  limitation,  all salaries and
expenses of its officers and employees  performing legal or accounting  duties),
(v) the fees and expenses incurred by the Company in connection with the listing
of the Registrable Securities, (vi) reasonable fees and disbursements of counsel
for the Company and,  subject to paragraph (b) below, the Investor and customary
fees and expenses for independent  certified public accountants  retained by the
Company  (including  the  expenses of any special  audits or comfort  letters or
costs associated with the delivery by independent  certified public  accountants
of such  special  audit(s) or comfort  letter(s)  requested  pursuant to Section
2.1(j) hereof),  (vii) the fees and expenses of any special experts  retained by
the Company in  connection  with such  registration,  (viii)  premiums and other
costs of  policies  of  insurance  purchased  at the  discretion  of the Company
against  liabilities  arising  out of any  public  offering  of the  Registrable
Securities being registered, and (ix) any fees and disbursements of underwriters
customarily paid by issuers or sellers of securities, but excluding underwriting
fees, discounts, transfer taxes or commissions, if any, attributable to the sale
of Registrable Securities,  which shall be payable by each holder of Registrable
Securities pro rata on the basis of the number of Registrable Securities of each
such holder that are included in a registration under this Agreement.

          b. The Company shall pay all  reasonable  fees and expenses of counsel
for the Investor  incurred in  connection  with the review,  and  assistance  in
preparation,  of each  Registration  Statement  up to $10,000  per  Registration
Statement,  unless a greater  amount is required due to the nature of the review
performed  by  Investor's  counsel  or the  extent  of  assistance  provided  by
Investor's  counsel (an  estimate of such greater fees and expenses of such firm
of  counsel  to the  Investor  shall be  provided  to the  Company  prior to the
undertaking of such counsel's additional review or assistance).

                                        8
<PAGE>
                                   ARTICLE III
                        INDEMNIFICATION AND CONTRIBUTION

     SECTION 3.1. INDEMNIFICATION

          The Company  agrees to indemnify and hold  harmless the Investor,  its
partners, Affiliates, officers, directors, employees and duly authorized agents,
and each Person or entity,  if any, who controls the Investor within the meaning
of Section 15 of the Securities Act or Section 20 of the Exchange Act,  together
with  the  partners,   Affiliates,   officers,  directors,  employees  and  duly
authorized  agents  of such  controlling  Person or  entity  (collectively,  the
"INVESTOR CONTROLLING  PERSONS"),  from and against any and all losses,  claims,
damages, liabilities, costs and expenses (including, without limitation, any and
all  reasonable  attorneys'  fees and  disbursements  and costs and  expenses of
investigating  and  defending  any such  claim and any and all  amounts  paid in
settlement  of, any action,  suit or proceeding  between any of the  indemnified
parties and any  indemnifying  parties or between any indemnified  party and any
third party,  or otherwise,  or any claim asserted)  (collectively,  "DAMAGES"),
joint or several,  and any action or proceeding in respect  thereof to which the
Investor,  its partners,  Affiliates,  officers,  directors,  employees and duly
authorized agents, and any Investor Controlling Person, becomes subject to under
the Securities  Act, the Exchange Act or other federal or state statutory law or
regulation,  at common law or otherwise,  as and when incurred,  insofar as such
Damages (or actions or proceedings in respect  thereof) (i) arise out of, or are
based upon, any untrue  statement or alleged untrue statement of a material fact
contained in any Registration Statement, or in any preliminary prospectus, final
prospectus,  summary  prospectus,  documents  filed under the  Exchange  Act and
deemed  to  be  incorporated  by  reference  into  any  Registration  Statement,
application or other  document  executed by or on behalf of the Company or based
on written  information  furnished  by or on behalf of the Company  filed in any
jurisdiction in order to qualify the Registrable Securities under the securities
or blue sky laws thereof or filed with the SEC, amendment or supplement relating
to the  Registrable  Securities  or (ii)  arise out of, or are based  upon,  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
shall reimburse the Investor,  its partners,  Affiliates,  officers,  directors,
employees and duly authorized agents, and each such Investor Controlling Person,
for any  legal and other  expenses  reasonably  incurred  by the  Investor,  its
partners, Affiliates, officers, directors, employees and duly authorized agents,
or any such  Investor  Controlling  Person,  as incurred,  in  investigating  or
defending  or  preparing  to defend  against  any such  Damages  or  actions  or
proceedings;  PROVIDED,  HOWEVER,  that the  Company  shall not be liable to the
extent that any such Damages arise out of the Investor's failure to send or give
a copy  of the  final  prospectus  or  supplement  at or  prior  to the  written
confirmation of the sale of Registrable  Securities to the persons  asserting an
untrue  statement or alleged untrue statement or omission or alleged omission at
or prior to the written  confirmation  of the sale of Registrable  Securities to
such person if such statement or omission was corrected in such final prospectus
or  supplement,  and  PROVIDED  that  the  Investor  had  been  obligated  under
applicable  law to deliver such final  prospectus  or supplement to such person;
PROVIDED,  FURTHER,  that the Company shall not be liable to the extent that any
such  Damages  arise out of or are based  upon an untrue  statement  or  alleged
untrue  statement  or omission  or alleged  omission  made in such  Registration
Statement,  or  any  such  preliminary  prospectus,  final  prospectus,  summary
prospectus,  amendment or supplement  in reliance  upon and in  conformity  with
written information furnished to the Company by the Investor or any other person
who  participates  as a seller or as an  underwriter  in the offering or sale of
such  securities,  in either case, in any  questionnaire or other request by the
Company, or otherwise specifically stating that it is for use in the preparation
thereof, and PROVIDED that such written information  furnished to the Company by

                                        9
<PAGE>
the  Investor,  or any  other  person  who  participates  as a  seller  or as an
underwriter  in the  offering  or  sale of such  securities,  is not  materially
altered by the Company.

          The Investor  agrees to indemnify and hold  harmless the Company,  its
Affiliates,  officers, directors, employees, and duly authorized agents from and
against  any  Damages,  joint or several,  and any action in respect  thereof to
which the Company,  its Affiliates,  officers,  directors,  employees,  and duly
authorized  agents becomes subject to under the Securities Act, the Exchange Act
or  other  federal  or state  statutory  law or  regulation,  at  common  law or
otherwise,  as and  when  incurred,  insofar  as such  Damages  (or  actions  or
proceedings  in respect  thereof)  arise out of an untrue  statement  or alleged
untrue  statement  or  omission  or  alleged  omission  made  in a  Registration
Statement, or any preliminary prospectus, final prospectus,  summary prospectus,
amendment  or  supplement  in  reliance  upon  and in  conformity  with  written
information  furnished  to the Company by the Investor in any  questionnaire  or
other request by the Company, or otherwise  specifically  stating that it is for
use in the preparation thereof; PROVIDED, HOWEVER, that such written information
furnished  to the  Company  by the  Investor  is not  materially  altered by the
Company.  Notwithstanding  the  foregoing,  the  Investor  shall  in no event be
required  to  indemnify  the  Company  for any amount in excess of the amount by
which the total price at which the  Registrable  Securities of the Investor were
sold to the public (less  underwriting  discounts and  commissions)  exceeds the
amount actually paid by the Investor under the Stock Purchase Agreement for such
Registrable Securities sold to the public.

          a. All claims for  indemnification  shall be asserted  and resolved as
set forth in Section 9.2 of the Stock Purchase Agreement.

     SECTION 3.2. ARBITRATION. Any controversy,  claim or dispute arising out of
or in  connection  with this  Agreement,  including  any question  regarding its
existence, validity,  interpretation,  breach, or termination, shall be referred
to and finally  resolved in  accordance  with Section 9.3 of the Stock  Purchase
Agreement.

     SECTION  3.3.  OTHER  INDEMNIFICATION.   Indemnification  similar  to  that
specified in the  preceding  paragraphs  of this  Article III (with  appropriate
modifications)  shall be given  by the  Company  with  respect  to any  required
registration or other qualification of securities under any federal or state law
or regulation of any  governmental  authority other than the Securities Act. The
provisions  of this  Article  III shall be in  addition  to any other  rights to
indemnification,  contribution or other remedies which an Indemnified  Party may
have pursuant to law, equity, contract or otherwise.

     SECTION  3.4.  CONTRIBUTION.   If  the  indemnification  and  reimbursement
obligations  provided for in any section of this Article III is  unavailable  or
insufficient to hold harmless the Indemnified  Parties in respect of any Damages
referred to herein,  then the Indemnifying  Party, in lieu of indemnifying  such
Indemnified  Party,  shall  contribute  to the  amount  paid or  payable by such
Indemnified  Party as a result of such Damages as between the Company on the one
hand  and  the  Investor  or  seller  on the  other,  in such  proportion  as is
appropriate  to reflect the relative fault of the Company and of the Investor or
seller  in  connection  with  such  statements  or  omissions,  as well as other
equitable considerations.  The relative fault of the Company on the one hand and
of the  Investor or seller on the other shall be  determined  by  reference  to,
among other things, whether the untrue or alleged untrue statement of a material
fact or the  omission or alleged  omission to state a material  fact  relates to
information supplied by such party, and the parties' relative intent, knowledge,
access to  information  and  opportunity to correct or prevent such statement or
omission.

                                       10
<PAGE>
     The Company and the Investor  agree that it would not be just and equitable
if  contribution  pursuant  to this  Section  3.4  were  determined  by PRO RATA
allocation  or by any other method of  allocation  that does not take account of
the equitable considerations referred to in the immediately preceding paragraph.
The amount  paid or payable by an  Indemnified  Party as a result of the Damages
referred to in the immediately  preceding  paragraph shall be deemed to include,
subject  to the  limitations  set  forth  above,  any  legal or  other  expenses
reasonably  incurred by such Indemnified Party in connection with  investigating
or defending any such action or claim.  Notwithstanding  the  provisions of this
Section 3.4, the Investor or seller shall in no event be required to  contribute
any  amount  in excess  of the  amount  by which  the  total  price at which the
Registrable  Securities  of the Investor or seller were sold to the public (less
underwriting  discounts and commissions) exceeds the amount of any damages which
the  Investor  or seller has  otherwise  been  required to pay by reason of such
untrue or alleged untrue  statement or omission or alleged  omission.  No Person
guilty of fraudulent  misrepresentation  (within the meaning of Section 11(f) of
the Securities  Act) shall be entitled to  contribution  from any Person who was
not guilty of such fraudulent misrepresentation.

                                   ARTICLE IV
                                  MISCELLANEOUS

     SECTION  4.1.  OUTSTANDING  REGISTRATION  RIGHTS.  Except  as set  forth on
SCHEDULE 4.1 hereto,  the Company  represents  and warrants to the Investor that
there is not in effect on the date hereof any agreement by the Company  pursuant
to which any  holders of  securities  of the  Company  have a right to cause the
Company to register or qualify such  securities  under the Securities Act or any
securities or blue sky laws of any  jurisdiction.  The Company hereby  covenants
and agrees that until 270 calendar  days after the  Registration  Statement  has
been  declared  effective  by the SEC it will not,  without  the  prior  written
consent  of the  Investor,  enter  into or amend any  agreement  by the  Company
pursuant to which any holders of securities of the Company have a right to cause
the Company to register or qualify  securities  under the  Securities Act or any
securities or blue sky laws of any  jurisdiction;  provided,  however,  that the
foregoing shall not apply to a Third Party (as such term is defined in the Stock
Purchase Agreement) for which the Investor has elected not to exercise its right
of first refusal pursuant to Section 6.12 of the Stock Purchase Agreement.

     SECTION  4.2.  TERM.  The  registration  rights  provided to the holders of
Registrable Securities hereunder shall terminate at such time as all Registrable
Securities  have  been  issued  and have  ceased to be  Registrable  Securities.
Notwithstanding  the foregoing,  paragraphs (c) and (d) of Section 1.1,  Article
III,  Section  4.8,  and  Section  4.9 shall  survive  the  termination  of this
Agreement.

     SECTION 4.3. RULE 144. If the Company is required to file reports under the
Exchange Act, the Company will file in a timely manner,  information,  documents
and reports in compliance with the Securities Act and the Exchange Act and will,
at its  expense,  promptly  take such further  action as holders of  Registrable
Securities  reasonably  may  request  to  enable  such  holders  of  Registrable
Securities  to  sell  Registrable  Securities  without  registration  under  the

                                       11
<PAGE>
Securities Act within the limitation of the exemptions  provided by (a) Rule 144
under the Securities Act ("RULE 144"),  as such Rule may be amended from time to
time, or (b) any similar rule or regulation  hereafter adopted by the SEC. If at
any time the  Company is not  required  to file such  reports,  it will,  at its
expense,  forthwith  upon the  written  request  of any  holder  of  Registrable
Securities  who intends to make a sale under Rule 144, make  available  adequate
current  public  information  with respect to the Company  within the meaning of
paragraph  (c)(2) of Rule 144 or such other  information  as necessary to permit
sales  pursuant to Rule 144. Upon the request of the Investor,  the Company will
deliver to the Investor a written statement,  signed by the Company's  principal
financial officer,  as to whether it has complied with such  requirements.  This
Section  4.3  shall  terminate  at the same time as the  registration  rights as
provided in Section 4.2.

     SECTION 4.4. CERTIFICATE.  The Company will, at its expense, forthwith upon
the request of any holder of  Registrable  Securities,  deliver to such holder a
certificate,  signed by the Company's principal  financial officer,  stating (a)
the Company's name,  address and telephone number (including area code), (b) the
Company's Internal Revenue Service  identification number, (c) the Company's SEC
file  number,  (d) the  number of shares of each class of stock  outstanding  as
shown by the most recent report or statement  published by the Company,  and (e)
whether  the  Company  has  filed the  reports  required  to be filed  under the
Exchange Act for a period of at least ninety (90) days prior to the date of such
certificate  and in addition has filed the most recent annual report required to
be filed thereunder.

     SECTION 4.5.  AMENDMENT AND  MODIFICATION.  Any provision of this Agreement
may be waived,  provided that such waiver is set forth in a writing  executed by
both parties to this Agreement. The provisions of this Agreement,  including the
provisions of this sentence, may not be amended,  modified or supplemented,  and
waivers or consents to departures  from the provisions  hereof may not be given,
unless the Company has obtained the written consent of the holders of a majority
of the then outstanding Registrable  Securities.  Notwithstanding the foregoing,
the  waiver of any  provision  hereof  with  respect  to a matter  that  relates
exclusively to the rights of holders of Registrable  Securities whose securities
are being sold  pursuant to a  Registration  Statement  and does not directly or
indirectly  affect the rights of other holders of Registrable  Securities may be
given by holders of at least a majority of the Registrable Securities being sold
by such  holders;  provided  that the  provisions  of this  sentence  may not be
amended,  modified or  supplemented  except in accordance with the provisions of
the immediately  preceding  sentence.  No course of dealing between or among any
Person having any interest in this Agreement will be deemed effective to modify,
amend or discharge any part of this  Agreement or any rights or  obligations  of
any person under or by reason of this Agreement.

     SECTION 4.6. SUCCESSORS AND ASSIGNS;  ENTIRE AGREEMENT.  This Agreement and
all of the  provisions  hereof shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns. The Investor may
assign its rights under this Agreement to any subsequent  holder the Registrable
Securities, provided that the Company shall have the right to require any holder
of  Registrable  Securities to execute a counterpart of this Agreement and agree
to be bound by the  provisions of this Agreement as a condition to such holder's
claim to any rights hereunder. This Agreement,  together with the Stock Purchase
Agreement,  the  Warrants and the  exhibits  and  schedules  to such  agreements
together set forth the entire agreement and understanding between the parties as
to the subject matter hereof and merges and  supersedes  all prior  discussions,
agreements and understandings of any and every nature among them.

                                       12
<PAGE>
     SECTION  4.7.  SEVERABILITY.  In the  event  that  any  provision  of  this
Agreement or the application of any provision  hereof is declared to be illegal,
invalid or otherwise  unenforceable  by a court of competent  jurisdiction,  the
remainder of this Agreement shall not be affected except to the extent necessary
to delete such illegal, invalid or unenforceable provision unless that provision
held invalid shall  substantially  impair the benefits of the remaining portions
of this Agreement.

     SECTION 4.8. NOTICES. All notices, demands, requests, consents,  approvals,
and other communications required or permitted hereunder shall be in writing and
shall be (i)  deposited in the mail,  registered or  certified,  return  receipt
requested, postage prepaid, (ii) delivered by reputable air courier service with
charges prepaid,  or (iii) transmitted by hand delivery,  telegram or facsimile,
addressed  as set forth below or to such other  address as such party shall have
specified  most recently by written  notice.  Any notice or other  communication
required or permitted to be given hereunder  shall be deemed  effective (a) upon
hand delivery or delivery by facsimile,  with accurate confirmation generated by
the transmitting  facsimile  machine,  at the address or number designated below
(if delivered on a business day during normal  business  hours where such notice
is to be  received),  or the first  business  day  following  such  delivery (if
delivered  other than on a business day during normal  business hours where such
notice is to be received) or (b) on the third business day following the date of
mailing by express courier service, fully prepaid, addressed to such address, or
upon actual receipt of such mailing,  whichever shall first occur. The addresses
and facsimile numbers for such communications shall be:

     If to the Company:

          International FiberCom, Inc.
          3410 E. University Drive
          Suite 180
          Phoenix, AZ 85034
          Attention: Joseph P. Kealy
          Telephone: (602) 387-4000
          Facsimile: (602) 276-0567

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

          Quarles & Brady Streich Lang LLP
          Renaissance One Building
          2 North Central Avenue
          Phoenix, AZ 85004-2391
          Attention: Christian J. Hoffman III, Esq.
          Telephone: (602) 229-5200
          Facsimile: (602) 229-5690

                                       13
<PAGE>
     if to the Investor:

          Crescent International Ltd.
          c/o GreenLight (Switzerland) SA
          84, av Louis-Casai
          1216 Geneva, Cointrin
          Switzerland
          Attention: Mel Craw/Maxi Brezzi
          Telephone: +41 22 791 71 69
          Facsimile: +41 22 929 53 94

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

          Clifford Chance Rogers & Wells LLP
          200 Park Avenue
          New York, NY  10166
          Attention: Earl S. Zimmerman, Esq.
          Telephone: (212) 878-8000
          Facsimile: (212) 878-8375

     Either  party  hereto may from time to time change its address or facsimile
     number for notices under this Section 4.8 by giving at least 10 days' prior
     written  notice of such changed  address or  facsimile  number to the other
     party hereto.

     SECTION 4.9.  GOVERNING  LAW. This Agreement  shall be construed  under the
laws of the State of New York.

     SECTION 4.10. HEADINGS.  The headings in this Agreement are for convenience
of reference only and shall not constitute a part of this  Agreement,  nor shall
they affect their meaning, construction or effect.

     SECTION  4.11.  COUNTERPARTS.  This  Agreement  may be executed in multiple
counterparts, each of which shall be deemed to be an original instrument and all
of which together shall constitute one and the same instrument.

     SECTION 4.12. FURTHER ASSURANCES.  Each party shall cooperate and take such
action as may be reasonably requested by another party in order to carry out the
provisions  and purposes of this  Agreement  and the  transactions  contemplated
hereby.

     SECTION 4.13.  ABSENCE OF  PRESUMPTION.  This Agreement  shall be construed
without  regard  to  any   presumption  or  rule   requiring   construction   or
interpretation  against  the party  drafting  or causing  any  instrument  to be
drafted.

     SECTION 4.14. REMEDIES.  In the event of a breach or a threatened breach by
any party to this Agreement of its obligations  under this Agreement,  any party
injured or to be injured by such breach will be entitled to specific performance
of its rights under this Agreement or to injunctive relief, in addition to being
entitled to exercise all rights  provided in this  Agreement and granted by law.
The parties agree that the  provisions of this Agreement  shall be  specifically
enforceable,  it being agreed by the parties  that the remedy at law,  including
monetary   damages,   for  breach  of  any  such  provision  may  be  inadequate
compensation for any loss.

                                       14
<PAGE>
     IN WITNESS WHEREOF, the parties hereto have caused this Registration Rights
Agreement to be executed by the undersigned,  thereunto duly  authorized,  as of
the date first set forth above.


                                        CRESCENT INTERNATIONAL LTD.


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


                                        INTERNATIONAL FIBERCOM, INC.


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

                                       15
</TEXT>
</DOCUMENT>
