SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                  SCHEDULE 13D

                                 (Rule 13d-101)

             INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
     TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)



                            NEON Communications, Inc.

- -------------------------------------------------------------------------------
                                (Name of Issuer)

                     Common Stock, $.01 par value per share
- ------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                  640 506 10 1
- ------------------------------------------------------------------------------
                                 (CUSIP Number)

   Edward P. Reardon, Jr., Esq., Consolidated Edison Company of New York, Inc.
               4 Irving Place, New York, NY 10003, (212) 460-4374
- ------------------------------------------------------------------------------
                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)

                               September 14, 2000
- ------------------------------------------------------------------------------
             (Date of Event Which Requires Filing of This Statement)

                  If the  filing  person has  previously  filed a  statement  on
           Schedule  13G to report the  acquisition  that is the subject of this
           Schedule 13D, and is filing this schedule  because of Rule  13-d1(e),
           13d-1(f) or 13d-1(g), check the following box .

                  Note.  Schedules  filed in paper format shall include a signed
           original and five copies of the schedule, including all exhibits. See
           Rule 13d-7 for other parties to whom copies are to be sent.







1             NAMES OF REPORTING PERSONS
              I.R.S. IDENTIFICATIN NO. OF ABOVE PERSONS (ENTITIES ONLY)
              Consolidated Edison Communications, Inc. (EIN 13-3984646)


2             CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                      (a)                 (b)     x
                         -----------          -----------


3             SEC USE ONLY


4             SOURCE OF FUNDS*
              AF, WC


5             CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
              TO ITEM 2(d) or 2(e)


6             CITIZENSHIP OR PLACE OF ORGANIZATION
              New York


NUMBER OF SHARES              7            SOLE VOTING POWER
BENEFICIALLY OWNED BY EACH                 None
REPORTING PERSON WITH
                              8            SHARED VOTING POWER
                                             9,381,916

                              9            SOLE DISPOSITIVE POWER
                                           2.476,735

                              10           SHARED DISPOSITIVE POWER
                                           None


11             AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                9,381,916   (Includes  6,905,181 shares  beneficially  held by
                             others who, together with Exelon Ventures Corp.,
                             may be held to constitute a group.)


12             CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*

13             PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
               56.3 %


14             TYPE OF REPORTING PERSON*
                CO
                                   *SEE INSTRUCTIONS BEFORE FILLING OUT!





1             NAMES OF REPORTING PERSONS
              I.R.S. IDENTIFICATIN NO. OF ABOVE PERSONS (ENTITIES ONLY)
              Consolidated Edison, Inc. (EIN 13-3965100)

2             CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                          (a)                 (b)     x
                         -----------          -----------


3             SEC USE ONLY


4             SOURCE OF FUNDS*
              None


5             CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
              TO ITEM 2(d) or 2(e)


6             CITIZENSHIP OR PLACE OF ORGANIZATION
              New York


NUMBER OF SHARES              7            SOLE VOTING POWER
BENEFICIALLY OWNED BY EACH                  None  (Item 5)
REPORTING PERSON WITH

                              8            SHARED VOTING POWER
                                             None

                              9            SOLE DISPOSITIVE POWER
                                            None (Item 5)


                              10           SHARED DISPOSITIVE POWER
                                            None

11             AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                9,381,916  (Includes  6,905,181  shares  beneficially  held  by
                            others who may be held to constitute a group of
                            which subsidiary is a member.)

12             CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*


13             PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
               56.3 %


14             TYPE OF REPORTING PERSON*
                CO, HC


                                    *SEE INSTRUCTIONS BEFORE FILLING OUT!



Item 1.  Security and Issuer.
(a) Class:
     Common Stock, par value $.01 per share

(b) Name of Issuer:
      NEON Communications, Inc

(c) Address of Issuer's Principal Executive
         Office:
     2200 West Park Drive, Westborough, Massachusetts 01851


Item 2.  Identity and Background.






Consolidated Edison, Inc., a New York corporation, owns all of the issued and
outstanding stock of Consolidated Edison Communications, Inc.
(a) Name of Filing Person:
     Consolidated Edison, Inc.,
(b) Residence or Business Address:
      4 Irving Place, New York, NY 10003
(c) Present Principal Occupation:
      Holding company for provider of power  transmission  and  distribution and
      providers of other services.

Directors of Consolidated Edison, Inc.,
(a)      Name:
     Eugene R. McGrath
(b) Residence or Business Address:
     4 Irving Place, New York, New York 10003
(c) Present Principal Occupation:
    Chairman, President and Chief Executive Officer of Consolidated Edison, Inc.

(a)      Name:
     George Campbell, Jr.
(b) Residence or Business Address:
      4 Irving Place, New York, New York 10003
 (c) Present Principal Occupation:
      President, The Cooper Union for the Advacement of Science and Art

(a)      Name:
     E. Virgil Conway
(b) Residence or Business Address:
       4 Irving Place, New York, New York 10003
 (c) Present Principal Occupation:
      Chairman, Metroplitan Transportation Authority, New York, NY


(a)      Name:
     Gordon J. Davis
(b) Residence or Business Address:
      4 Irving Place, New York, New York 10003
 (c) Present Principal Occupation:
      Partner, LeBoeuf Lamb Greene & McRae, Attorneys at Law, New York NY.

(a) Name:
      Ruth M. Davis
(b) Residence or Business Address:
     4 Irving Place, New York, New York 10003
 (c) Present Principal Occupation:
      President and Chief Executive Officer, The Pymatuning Group, Inc.,
      Alexandria, VA (Technology Management).

(a)      Name:
     Michael J. Del Giudice
(b)      Residence or Business Address:
     4 Irving Place, New York, New York 10003
(c)      Present Principal Occupation:
     Managing Director/Principal, Millennium Credit Markets, LLC, New York, NY.

(a)      Name:
      Joan S. Freilich
(b) Residence or Business Address:
      4 Irving Place, New York, New York 10003
(b)      Present Principal Occupation:
     Executive Vice President and Chief Financial Officer.

(a) Name:
     Ellen V. Futter
(b) Residence or Business Address:
      4 Irving Place, New York, New York 10003
 (c) Present Principal Occupation:
     President, American Museum of Natural History, New York, NY.



a) Name:
     Sally Hernandez-Pinero
(b) Residence or Business Address:
      4 Irving Place, New York, New York 10003
 (c) Present Principal Occupation:
      Senior Vice President, The Related Companies, L.P., New York, New York.

(a) Name:
     Peter W. Likins
(b) Residence or Business Address:
       4 Irving Place, New York, New York 10003
 (c) Present Principal Occupation:
      President, The University of Arizona, Tucson,  AZ

(a) Name:
     Richard A. Voell
(b) Residence or Business Address:
       4 Irving Place, New York, New York 10003
 (c) Present Principal Occupation:
      Private investor and retired President and Chief Executive Officer,
      The Rockefeller Group, Inc., New York, NY (real estate services and
      communications and communications services).

(a) Name:
     Stephen R. Volk
(b) Residence or Business Address:
       4 Irving Place, New York, New York 10003
 (c) Present Principal Occupation:
      Senior Partner, Shearman & Sterling, Attorneys at Law, New York,  NY.



Officers of Consolidated Edison, Inc.:
(a) Name:
     Eugene R. McGrath
(b) Residence or Business Address:
     4 Irving Place, New York, New York 10003
 (c) Present Principal Occupation:
     Chairman,  President and Chief Executive Officer.

 (a) Name:
     Joan S. Freilich
(b) Residence or Business Address:
     4 Irving Place, New York, New York 10003
 (c) Present Principal Occupation:
     Executive Vice President and Chief Financial Officer.

(a) Name:
     John D. McMahon
(b) Residence or Business Address:
     4 Irving Place, New York, New York 10003
 (c) Present Principal Occupation:
     Senior Vice-President and General Counsel.

(a) Name:
     Archie M. Bankston
(b) Residence or Business Address:
       4 Irving Place, New York, New York 10003
 (c) Present Principal Occupation:
      Secretary.

(a) Name:
     Hyman Schoenblum
(b) Residence or Business Address:
     4 Irving Place, New York, New York 10003
 (c) Present Principal Occupation:
      Vice-President and Controller.


(a) Name:
     Robert P. Stelben
(b) Residence or Business Address:
     4 Irving Place, New York, New York 10003
 (c) Present Principal Occupation:
      Vice-President and Treasurer.


(d) , (e)  Neither  Consolidated  Edison,  Inc.  nor, to the best  knowledge  of
Consolidated Edison, Inc., any director or officer of Consolidated Edison, Inc.,
has been convicted in a criminal  proceeding  (excluding  traffic  violations or
similar  misdemeanors),  or has been a party to a civil proceeding of a judicial
or administrative body of competent  jurisdiction as a result of which he or she
is subject to a judgment,  decree or final order enjoining future  violations of
or prohibiting or mandating  activities  subject to, federal or state securities
laws or finding any violations with respect to such laws.

(f) Citizenship:
 Consolidated Edison, Inc. is organized under the laws of the State of New York.

 Each of Consolidated Edison,  Inc.'s Officers and Directors are citizens of the
 United States of America.

(a) Name of Person Filing:
     Consolidated Edison Communications, Inc., a New York corporation, is a
     wholly-owned  subsidiary of Consolidated Edison, Inc.

(b) Residence or Business Address:
      132 West 31st Street, 13th Floor, New York, NY  10001

(c) Present Principal Occupation:
      Owns and manages fiber optic infrastructure and capital investments.

Directors of Consolidated Edison Communications, Inc.:
(a) Name:
     John A. Nutant
(b) Residence or Business Address:
      132 West 31st Street, 13th Floor, New York, NY  10001
(c) Present Principal Occupation:
     Chairman, Consolidated Edison Communications, Inc.



(a) Name:
     Louis Rana
(b) Residence or Business Address:
      4 Irving Place New York, New York  10003
(c) Present Principal Occupation:
     Vice President, Manhattan Customer Service,
     Consolidated Edison Company of New York, Inc.

(a) Name:
      Robert P. Stelben
(b) Residence or Business Address:
     4 Irving Place New York, New York  10003
(c) Present Principal Occupation:
     Vice-President and Treasurer, Consolidated Edison Company of New York, Inc.

Officers of Consolidated Edison Communications, Inc.:
(a) Name:
      Peter A. Rust
(b) Residence or Business Address:
     132 West 31st Street, 13th Floor, New York, NY  10001
(c) Present Principal Occupation:
      President and Chief Executive Officer.

(a) Name:
      Felipe J. Alvarez
(b) Residence or Business Address:
     132 West 31st Street, 13th Floor, New York, NY  10001
(c) Present Principal Occupation:
      Vice-President, Marketing and Sales.


(a) Name:
     Christopher Metaxas
(b) Residence or Business Address:
      132 West 31st Street, 13th Floor, New York, NY  10001
(c) Present Principal Occupation:
     Vice President, Business Development.

(a) Name:
      John F. Pinto
(b) Residence or Business Address:
      132 West 31st Street, 13th Floor, New York, NY  10001
(c) Present Principal Occupation:
     Vice President, Engineering.

(a) Name:
     Edward P. Reardon, Jr.
(b) Residence or Business Address:
      4 Irving Place, New York, New York 10003
(c) Present Principal Occupation:
     Secretary.
     Also Senior Attorney, Consolidated Edison Company of New York, Inc.

(d),  (e) Neither  Consolidated  Edison  Communications,  Inc.  nor, to the best
knowledge of Consolidated Edison  Communications,  Inc., any director or officer
of  Consolidated  Edison  Communications,  Inc. has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors), or has been a
party to a civil  proceeding of a judicial or  administrative  body of competent
jurisdiction as a result of which he or she is subject to a judgment,  decree or
final  order  enjoining  future   violations  of  or  prohibiting  or  mandating
activities  subject  to,  federal  or  state  securities  laws  or  finding  any
violations with respect to such laws.

(f) Citizenship:
Consolidated  Edison  Communications,  Inc. is  organized  under the laws of the
State of New York. Each of Consolidated Edison  Communications,  Inc.'s Officers
and Directors are citizens of the United States of America.

Item 3.  Source and Amount of Funds or Other Consideration.
Pursuant  to the  terms of a  Subscription  Agreement  between  Northeast  Optic
Network,   Inc.,  NEON   Communications,   Inc.  ("NEON   Communications")   and
Consolidated  Edison  Communications,  Inc.,  dated as of November 23, 1999,  as
amended by Amendment No. 1 dated May 1, 2000 among the parties and Amendment No.
2 dated  September  6, 2000 among the  parties  (as  amended  the  "Subscription
Agreement"),  executed in connection with the  transaction  described in Item 4,
below,  NEON  Communications  issued  2,476,735  shares to  Consolidated  Edison
Communications,  Inc.,  in  exchange  for certain  intangible  rights of use and
services related thereto to be provided by Consolidated  Edison  Communications,
Inc.,  and certain cash payments  made or to be made in the aggregate  amount of
approximately  $13.5  million,  the  sources of which are and will be the parent
affiliate and working capital.



Item 4.  Purpose of Transaction.

On  September   14,  2000,   NEON   Communications   and   Consolidated   Edison
Communications, Inc. completed a transaction (the "Transaction") which involved,
among other  things,  (i) the issuance by NEON  Communications  of the 2,476,735
shares of its Common Stock (the "Shares") to Consolidated Edison Communications,
Inc., in exchange for the agreement by Consolidated Edison Communications, Inc.,
to pay to NEON Communications  approximately $13.5 million,  $5,889,750 of which
was paid at closing, and Consolidated Edison Communications, Inc.'s agreement to
provide certain intangible rights of use and services related thereto.

The Shares were acquired as an investment in connection  with the  completion of
the Transaction.

On the same date,  NEON  Communications  and Exelon  Ventures Corp.  completed a
similar transaction (the "Exelon Transaction").

In  connection   with  the  Transaction   and  the  Exelon   Transaction,   NEON
Communications'  Board of  Directors  was set at nine  members.  One  individual
designated  by each of  Consolidated  Edison  Communications,  Inc.,  and Exelon
Ventures Corp. were elected to the Board of Directors of NEON  Communications on
September 14, 2000.

Although   neither   Consolidated   Edison,   Inc.,  nor   Consolidated   Edison
Communications,  Inc., ("the Reporting Persons") have no current intention to do
so,  the  Reporting  Persons  may,  from  time to time,  determine  to  purchase
additional  shares of NEON  Communications  on the open  market,  in  negotiated
transactions,  pursuant to the rights  described in Item 6, below, or otherwise.
Although the Reporting Persons have no current intention to do so, the Reporting
Persons may also sell the Shares.

Except as described herein,  the Reporting Persons have no plans or proposals of
the type described in paragraphs (a) through (j) of Item 4 of this Schedule 13D.

Item 5.  Interest in Securities of the Issuer.

(a) and (b). The following  table sets forth the aggregate  number of shares and
percentages  of the  outstanding  shares of Common Stock of NEON  Communications
beneficially  owned by each  Reporting  Persons and by each  executive  officer,
director and controlling  person,  if any, of the Reporting  Persons,  and, with
respect to the knowledge of the Reporting  Persons,  each other party who may be
deemed  together with Exelon  Ventures  Corp. to constitute a group.  Any of the
aforementioned  persons  whose  names do not  appear in the  table  below do not
beneficially  own any shares of Common Stock of NEON  Communications.  Except as
otherwise noted,  each person listed has sole voting and dispositive  power over
all shares listed opposite its name.


                           Number of shares                   Percentage of
Name of Person             beneficially owned                 outstanding shares
- --------------             ------------------                 ------------------


Consolidated Edison, Inc., 9,381,916*                                  56.3%

Consolidated Edison
   Communications, Inc.    9,381,916*                                  56.3%


Exelon Ventures Corp.      9,381,916*                                  56.3%

Mode 1
   Communications, Inc.    9,381,916*                                  56.3%


Consolidated  Edison,  Inc.  owns all of the  issued and  outstanding  shares of
Consolidated Edison Communications, Inc., and is, therefore, indirect beneficial
owner of all of the Shares.  Pursuant to Section  13(d)(3)  under the Securities
Exchange Act, Consolidated Edison  Communications,  Inc., Exelon Ventures Corp.,
and Mode 1 may be deemed to beneficially  own the shares of Common Stock of NEON
Communications  owned by the  others as result of the  limited  agreement  as to
voting described in Item 6, below.

*Shared voting power as to all shares for the limited purpose  described in Item
6, below, and sole dispositive power over 2,476,735,  as to Consolidated  Edison
Communications,  Inc., 2,131,143, as to Exelon Ventures Corp., and 4,774,038, as
to Mode 1.

No person named in response to Item 2 has effected any  transaction in the class
of  securities  reported  on during the past 60 days.  To the  knowledge  of the
reporting  persons named  herein,  neither  Exelon  Ventures Corp nor Mode 1 has
effected any transaction in the class of securities  reported on during the past
60 days.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.

Subscription Agreement

As  noted  in  Item  3,  Conslidated  Edison   Communications,   Inc.  and  NEON
Communications  are parties to a  Subscription  Agreement  pursuant to which the
reporting persons acquired the Shares.

Stockholders' Agreement

Consolidated  Edison  Communications,   Inc.,  Exelon  Ventures  Corp.,  Mode  1
Communications,  Inc.  ("Mode 1" and together  with Exelon  Ventures  Corp.  and
Consolidated Edison Communications,  Inc.,  collectively the, "Stockholders" and
individually  a  "Stockholder")  and  NEON   Communications  are  parties  to  a
Stockholders'  Agreement  dated  as  of  September  14,  2000  under  which  the
Stockholders  agreed  to  vote  all  of the  shares  of  Common  Stock  of  NEON
Communication  owned by them or over which any of them had voting control, so as
to fix the numbers of directors  of NEON  Communications  at nine,  to elect two
directors designated by Mode 1 initially John H. Forsgren and Gary D. Simon, one
director designated by Exelon Ventures Corp., initially Robert A. Shinn, and one
member designated by Consolidated Edison  Communications,  Inc., initially Peter
A. Rust. Each of the Stockholders also agreed not to vote to remove any director
designated  by any of the other  Stockholders,  except  for bad faith or willful
misconduct. Mode 1's right to designate two directors shall be reduced to one in
the event its stock ownership is reduced below certain specified levels.



Each of the  Stockholders  also granted to the other  Stockholders on a pro rata
basis  certain  rights of first offer with respect to any  transfers  (including
upon the  occurrence of certain  bankruptcy  or insolvency  events) of shares of
Common Stock of Neon  Communications  owned by it, except for transfers of up to
160,000  shares  within  any  rolling  12-month  period,  transfers  to  certain
affiliated parties,  and certain change in control  transactions with respect to
the ultimate parent of the Stockholder.

In addition, under a certain FiveCom, Inc. Principal Stockholders Agreement (the
"CMP  Agreement"),  dated May 28, 1998 between  Northeast  Utitilies,  Inc., the
parent of Mode 1, and  Central  Maine  Power  Company  ("CMP"),  Mode 1 and NEON
Communications  have  certain  rights to acquire  shares of NEON  Communications
owned by CMP and NEON  Communications  has certain  rights to acquire its shares
owned by Mode 1, in each case in the event of a third  party  offer and upon the
occurrence of certain bankruptcy and insolvency events.  NEON Communications has
granted to each of the Stockholders on a pro rata basis an option to acquire any
shares of NEON  Communications  which NEON Communications has a right to acquire
from CMP and to each of the  Stockholders  other than Mode 1 on a pro rata basis
an option to acquire any shares of NEON Communications which NEON Communications
has a right to acquire from Mode 1. NEON  Communications  has agreed to exercise
its  rights  under  the CMP  Agreement  upon  exercise  of these  rights  by the
Stockholders.

Registration Rights Agreement

Under  the  terms  of  a  Registration  Rights  Agreement,   (the  "Registration
Agreement") among NEON Communications, Consolidated Edison Communications, Inc.,
and Exelon Ventures Corp.  dated as of September 14, 2000,  NEON  Communications
granted to each of Exelon  Ventures  Corp.  (with respect to the Shares which it
acquired in the Exelon  transaction)  and  Consolidated  Edison  Communications,
Inc., (with respect to the shares of NEON Communication which it acquired in the
Transaction) the right to one demand  registration on Form S-3 at any time after
the  first  anniversary  of the  date  of  closing  of the  Transaction,  and to
participate in the demand  registration of the other, which such offering(s) may
be underwritten at the election of the initiating  holder(s).  In the event that
Form S-3 is not available,  Consolidated Edison Communications,  Inc. and Exelon
Ventures Corp. are entitled to jointly  demand one  registration  on Form S-1 in
lieu  of  their  right  to  demand   registration  on  Form  S-3.  In  addition,
Consolidated Edison Communications,  Inc. and Exelon Ventures Corp. were granted
certain "piggyback" registration rights with under the terms of the Registration
Rights Agreement. In connection with any such registration,  NEON Communications
and the selling  holders will  mutually  indemnify  each other  against  certain
liabilities, including liabilities under the federal securities laws.



Item 7.  Material to be Filed as Exhibits.

Exhibit  A:  Subscription  Agreement  dated November 23, 1999,  incorporated  by
         reference to the Annual Report on Form 10-K for the year ended December
         31, 1999 filed by Northeast Optic Network Inc.
Exhibit B: Stockholders' Agreement dated September 14, 2000.
Exhibit C: Registration Rights Agreement dated September 14, 2000.



Signature

         After reasonable  inquiry and to the best of my knowledge and belief, I
certify that the information  set forth in this statement is true,  complete and
correct.

                                          /s/ Peter A. Rust
 Date: September 25, 2000                     Peter A. Rust
                                        President and Chief Executive Officer
                                        Consolidated Edison Communications, Inc.

Date: September 25, 2000                  /s/ Hyman Schoenblum
                                              Hyman Schoenblum
                                         Vice President and Controller
                                         Consolidated Edison, Inc.










                                                                  EXHIBIT B

                            NEON COMMUNICATIONS, INC.

                             STOCKHOLDERS' AGREEMENT

     This  Stockholders'  Agreement  dated as of September  14, 2000, is entered
into by and among Mode 1 Communications,  Inc. a Connecticut corporation ("M1"),
Exelon  Ventures  Corp., a  Pennsylvania  corporation  ("Exelon"),  Consolidated
Edison   Communications,   Inc.,  a  New  York  corporation1  ("CEC")  and  NEON
Communications, Inc., a Delaware corporation (the "Company"). M1, Exelon and CEC
are sometimes referred to in this Agreement collectively as the "Stockholders."

                                    Recitals:

         A.       M1 owns, either directly or indirectly, certain outstanding
shares of the Common Stock, par value $.01 per share ("Common Stock"), of the
Company;

         B. Exelon and CEC shall receive  certain  shares of the Common Stock of
the  Company  pursuant  to  the  transactions   contemplated  by  those  certain
Subscription  Agreements,  dated as of  November  23,  1999,  by and between the
Company,  NorthEast  Optic  Network,  Inc.  and  each of  Exelon  and  CEC  (the
"Subscription  Agreements"),  and those certain  System  Agreements of even date
herewith,  by and between the Company and each of Exelon and CEC (together  with
the Subscription Agreements, the "Touchdown Agreements"); and

         C.       The Company and the Stockholders wish to provide for the
continuing representation of the Stockholders on the Board of Directors of the
Company in the manner set forth below.

         In  consideration  of the  mutual  covenants  contained  herein and the
consummation of the transactions  contemplated by the Touchdown Agreements,  and
for other valuable consideration,  receipt of which is hereby acknowledged,  the
parties hereto agree as follows:

         1.       Voting of Shares.
                  ----------------

                  (a) In any and  all  elections  of  directors  of the  Company
(whether  at a  meeting  or by  written  consent  in  lieu of a  meeting),  each
Stockholder  shall vote or cause to be voted all Shares (as defined in Section 2
below) owned by it, or over which it has voting  control,  and otherwise use its
respective best efforts,  so as to fix the number of directors of the Company at
nine and to elect (i) two members  designated by M1,  initially John H. Forsgren
and Gary D. Simon,  (ii) one member  designated by Exelon,  initially  Robert A.
Shinn and (iii) one member designated by CEC, initially Peter A. Rust; provided,
however,  that the  Stockholders  shall have no obligation to elect any designee
whom the Board of Directors of the Company,  in its reasonable  discretion,  has
deemed an unacceptable candidate for election.




                  (b)  No   Stockholder   shall  vote  to  remove  any  director
designated by another  Stockholder,  except for bad faith or willful  misconduct
with  respect  to the  business  affairs  of the  Company  on the  part  of such
director.

         2. Shares. "Shares" shall mean and include any and all shares of Common
Stock and/or shares of any other class of the capital  stock of the Company,  by
whatever name called,  which carry voting rights  (including voting rights which
arise by reason of  default)  and shall  include  any such  shares  now owned or
subsequently acquired by a Stockholder,  or any of its respective affiliates, as
such term is defined in Rule 12b-2 of the General  Rules and  Regulations  under
the  Securities  Exchange  Act  of  1934,  as  amended  ("Affiliates"),  however
acquired,  including,  without  limitation,  shares  acquired as a result of any
stock  splits,  stock  dividends  or  recapitalizations.  Without  limiting  the
generality of the foregoing,  "Shares" shall include, as applicable,  all shares
of Common Stock of the Company  received by Exelon or CEC under their respective
Subscription Agreements including,  without limitation, any such shares received
by  Exelon  or  CEC  under   Section   12.04   ("Assignment;   No  Third   Party
Beneficiaries") of their respective Subscription Agreements.

         3.  Reduction in Board  Representation.  Subject to the  provisions  of
Section 4 of this  Agreement,  in the event  that M1 shall  hold a number of the
outstanding  Shares of the  Company  which is both (i) equal to or less than the
lower of the number of such shares then held by either  Exelon or CEC,  and (ii)
less than the number of shares  held by such  entity on the date  hereof  (other
than as a result of a reverse stock split,  recapitalization  or the like), then
M1 shall only be  entitled  to  designate  one member of the Board of  Directors
pursuant to Section 1(a) of this Agreement.

         4. Termination. This Agreement shall terminate in its entirety upon the
sale of all or substantially all of the assets or stock of the Company,  whether
by merger, sale of assets or otherwise.  If any Stockholder shall hold less than
one half of the percentage of the outstanding Shares of the Company beneficially
owned on the date  hereof by Exelon or CEC,  whichever  is lower  (the  "Minimum
Percentage"),  then such Stockholder's rights and obligations hereunder (but not
the rights and obligations of the other Stockholders hereunder) shall terminate.

         5.  No Revocation.  The voting agreements contained herein are coupled
with an interest and may not be revoked, except by an amendment, modification or
termination effected in accordance with Section 9(e) hereof.  Nothing in this
Section 5 shall be construed as limiting the provisions of Section 4 or 9(e)
hereof.

         6.  Representations and Warranties.  Each Stockholder hereby represents
and  warrants  to the  others  that,  as of the  date  of this  Agreement,  such
Stockholder  owns,  directly  or  indirectly,  the  number of  Shares  set forth
opposite such Stockholder's name on Schedule 1 hereto.

         7. Legend.  Each of the Stockholders agrees that, upon the execution of
this  Agreement  and for so  long as this  Agreement  remains  in  effect,  such
Stockholder  will  cause all  certificates  for  Shares  now owned or  hereafter
acquired by such  Stockholder  to be submitted to the Company,  which shall then
cause  such  certificates  to be  endorsed  with a legend in  substantially  the
following form:

                                      -2-



                  "This  Certificate  and  the  shares  represented  hereby  are
                  subject to the provisions of a Stockholders' Agreement,  dated
                  September 14, 2000, by and among certain  stockholders  of the
                  Company. A copy of that Stockholders'  Agreement is on file at
                  the principal  office of the Company and is available from the
                  Company upon request."

         8. Right of First Offer; Option to Purchase on Certain Events;
Determination of Fair Market Value.

                  (a)  Right of First  Offer.  Except  as set  forth in the last
sentence of Section 8(a),  in Section 8(e) or in Section  8(h),  no  Stockholder
shall sell,  transfer or otherwise dispose for value or agree to sell,  transfer
or otherwise  dispose for value, in either case directly or indirectly (i.e., if
control of the Stockholder,  or an Affiliate of the Stockholder  which holds its
Shares,  is sold or  otherwise  transferred  to a third  party other than (A) an
Affiliate of the  Stockholder or of such Affiliate of the  Stockholder or (B) in
or by way of any merger,  consolidation,  sale of assets or similar  transaction
where control of the ultimate  parent of the  Stockholder is assumed or acquired
by another  entity whose common shares are publicly  traded),  all or any of its
Shares,  unless in each such case such Stockholder (the "Offering  Stockholder")
shall have first complied with this Agreement.  Such Offering  Stockholder shall
deliver to each of the other Stockholders (the "Offeree Stockholders") a written
notice (the "Offer Notice") of any proposed or intended sale,  transfer or other
disposition  for value of the Shares  (the  "Offered  Securities"),  which Offer
Notice shall:

(i)  identify the number of Shares to be transferred;

(ii) describe  the  price  and  other  terms  upon  which  they  are to be sold,
     transferred or otherwise disposed;

(iii)at the  election  of the  Offering  Stockholder,  identify  the  persons or
     entities to which the Offered  Securities  are to be sold,  transferred  or
     otherwise disposed (the "Proposed Transferee"); and

(iv) offer to sell or transfer to each of the Offeree  Stockholders such portion
     of the Offered  Securities as the  aggregate  number of Shares then held by
     such Offeree  Stockholder  bears to the total number of Shares then held by
     all of the Offeree Stockholders (the "Basic Amount").

The terms set forth in the Offer Notice is referred to herein as the "Offer". In
determining  the pro rata  portions of Shares owned by Exelon or CEC, any Shares
that they have a right to acquire if they satisfy  certain  objectives set forth
in the  Subscription  Agreements  shall  be  deemed  to be owned by them for the
purposes of this  Agreement even if not yet issued to them or issued to them but
subject to divestment if those objectives are not satisfied. Notwithstanding the
foregoing,  any  Stockholder  may sell,  transfer or otherwise  dispose of up to
160,000  Shares in any  rolling  12-month  period,  such  amount to be  adjusted
appropriately in the event of stock splits,  stock dividends,  recapitalizations
and the like, or any or all Shares owned  beneficially by

                                      -3-




such  Stockholder  to an Affiliate of such  Stockholder,  in either case without
compliance with the terms of this Section 8.

                  (b) Acceptance Procedures.  To accept an Offer, in whole or in
part,  an Offeree  Stockholder  shall  deliver a written  notice to the Offering
Stockholder  (with copies to the other  parties to this  Agreement)  within five
Business  Days of the  delivery  of the Offer  Notice (the  "Acceptance  Date"),
setting  forth (i) the portion of such Offeree  Stockholder's  Basic Amount that
such  Offeree  Stockholder  elects to purchase  and (ii)  whether  such  Offeree
Stockholder  desires to purchase its pro rata portion or any Offered  Securities
not accepted or purchased by the other Offeree  Stockholders  in accordance with
this Agreement (the "Notice of Acceptance")  and confirming its agreement to pay
105%  of the  price  stipulated  in  Section  8(a)(ii).  For  purposes  of  this
Agreement, "Business Day" shall mean any day other than Saturday, Sunday and any
day which is a legal holiday or a day on which banking institutions in New York,
NY are  authorized  or  required  by  law  or  other  action  of any  applicable
governmental authority to close.

                  (c) Sales Procedures.  If less than all Offered Securities are
subscribed  by a  Notice(s)  of  Acceptance  by the  Acceptance  Date,  then the
provisions  of this  Agreement  shall  be  deemed  satisfied  and  the  Offering
Stockholder,  during the 100 calendar days  following the  Acceptance  Date, may
sell,  transfer or otherwise dispose of the Offered  Securities on substantially
the terms  stated in the Offer Notice and at a price no lower than the price set
forth in the Offer Notice. If all of the Offered Securities have been subscribed
by  a  Notice(s)  of  Acceptance  by  the  Acceptance  Date,  then  the  Offeree
Stockholders  who have so accepted  the Offer shall have 30 calendar  days after
the Acceptance Date in which to consummate the purchase (the "Closing  Period").
The Closing  Period shall be extended by a reasonable  period,  not to exceed 30
calendar days, in the event that an Offeree  Stockholder must obtain  regulatory
approval  in order  to  purchase  the  Offered  Securities  in  compliance  with
applicable  laws. In the event that any Offeree  Stockholder who has submitted a
Notice of  Acceptance is unable to  consummate  the purchase  within the Closing
Period for reasons beyond such Offeree Stockholder's control (as such period may
be extended pursuant to the preceding sentence),  then the Offering Stockholder,
within 100 calendar days after the expiration of the Closing  Period,  may sell,
transfer or otherwise  dispose of the Offered  Securities on  substantially  the
terms  stated in the  Offer  Notice  and at a price no lower  than the price set
forth in the Offer Notice.  Under no circumstance shall any Offering Stockholder
be required to consummate a sale to any Offeree Stockholder unless and until all
Offered Securities have been subscribed by a Notice(s) of Acceptance from one or
more  Offeree  Stockholders  which  are  able  to  consummate  their  respective
purchases  within  the  Closing  Period,  or any  permitted  extension  thereof.
Notwithstanding  the  fact  that  the  compensation   offered  by  the  Proposed
Transferee  has an in-kind  component  (as  discussed  below),  all purchases of
Offered  Securities  by the  Offeree  Stockholders  shall  be made in  cash,  by
certified check or wire transfer of immediately available funds.

                  (d)  Valuation of In-Kind  Compensation.  If the  compensation
offered by the Proposed  Transferee has an in-kind component,  then the Offering
Stockholder  shall  submit  an  appraisal  of the  cash  value  of such  in-kind
component  (which may be  prepared  by the  Offering  Stockholder  or by a third
party, at the Offering Stockholder's  election) to the Offeree Stockholders with
the Offer Notice. If the Offeree Stockholders,  or any of them, desire to obtain

                                      -4-




an  independent  appraisal  of the cash  value of the  in-kind  component,  such
Offeree  Stockholders  may do so at their  expense  (to be shared pro rata among
such Offeree  Stockholders),  and, except as set forth in the next sentence, the
Acceptance Period shall run from the date such independent appraisal is rendered
(which date shall not be more than 30 calendar  days after the date of the Offer
Notice). If the Offering Stockholder does not accept such independent appraisal,
or the parties cannot otherwise agree on the cash value of the in-kind component
within 15 calendar days of the delivery of such independent appraisal,  then the
parties shall submit their respective  appraisals to an arbitrator  appointed by
the Boston Office of the American Arbitration Association who will choose one of
the appraisals,  and the Offering Stockholder and the Offeree Stockholders shall
each be  responsible  for a pro rata  portion  of the costs of such  arbitration
process, which decision shall be binding upon the parties.

                  (e)  Option  to   Purchase   on  Certain   Events.   Upon  any
Stockholder's  filing for bankruptcy or other similar  relief,  making a general
assignment  for benefit of its creditors or having a petition for  bankruptcy or
similar  relief filed against it which results in an order not dismissed  within
60 days,  the other  Stockholders  shall have a right of first offer to purchase
their pro rata portions of the Shares owned by such Stockholder's predecessor in
interest  (or,  in  the  case  of  the  debtor  in  possession,  owned  by  such
Stockholder)  under the  procedures  set forth in Sections 8(b) and (c),  except
that (i) the  applicable  purchase  price  shall be the Fair  Market  Value,  as
determined  in  accordance  with  subsection  (f) below,  and (ii) if an Offeree
Stockholder  does  not  receive  an  Offer  Notice,  the  rights  of  the  other
Stockholders  shall  accrue  upon the  receipt  of  actual  notice  of the event
triggering its rights under this subsection (e). The provisions of Sections 8(a)
and 8(b)  above  shall  also  govern in the event  that the  options  under this
subsection (e) are not fully exercised.

                  (f)  Determination  of Fair  Market  Value.  If the  Company's
Common Stock is traded on the Nasdaq  National or Small  Capital  Markets or any
other national securities market, the "Fair Market Value" per share shall be the
average of the closing  prices over the 20 trading days preceding the date as of
which the Fair Market Value is to be determined.  If the Company's  Common Stock
is not so traded,  then the  parties  shall  attempt to agree on the Fair Market
Value of the  Shares.  If not agreed to by the parties  within 30 calendar  days
after  a  request  seeking  an  agreement  as to Fair  Market  Value,  then  the
procedures set forth in Section 8(d) shall apply.

                  (g)  Identity  of the  Proposed  Transferee.  If the  Offering
Stockholder  has elected not to identify  the Proposed  Transferee  in the Offer
Notice and wishes to transfer  the right to designate a director or directors as
permitted  by  Section  1(a) of  this  Agreement  relating  to the  election  of
directors of the Company,  then the Offering  Stockholder shall notify the other
parties  to this  Agreement  of the  name  of the  Proposed  Transferee  and the
procedures  set forth in Sections 8(a) - (c) shall  commence again starting with
the delivery of the notice identifying the Proposed Transferee which, along with
the terms set forth in the original Offer Notice, as they may be modified in the
notice identifying the Proposed Transferee,  shall be deemed to constitute a new
Offer Notice.

                  (h) Rights under Principal Stockholders' Agreement.  Northeast
Utilities  ("NU"),  the parent of M1, is a party to that certain  FiveCom,  Inc.
Principal  Stockholders  Agreement,  dated May 28, 1998 (the "NU/CMP Agreement")
with  Central  Maine  Power

                                      -5-




Company ("CMP"). As long as the NU/CMP Agreement remains in effect, the terms of
this Section 8(h) shall apply.

(i) The Company hereby agrees that, in the event that the Company is entitled to
purchase  shares  of the  Common  Stock  of the  Company  held by CMP,  Mainecom
Services or any other Affiliate of CMP (the "CMP Shares")  pursuant to Article 2
of the NU/CMP Agreement,  the Company will forward to the Stockholders a copy of
any notice received by the Company under Section 2.1(a) or 2.1 (b) of the NU/CMP
Agreement, herein referred to as a "CMP Offer Notice") within five Business Days
of receiving such notice.  Except for the price for the CMP Shares,  which shall
be as set forth in the CMP Offer  Notice,  and  except  as  otherwise  set forth
below,  the  procedures  set  forth in  Section  8(b) and  Section  8(c) of this
Agreement  shall then apply as if the Company were the Offering  Stockholder and
the CMP Shares were the Offered  Securities.  The Company  shall  purchase  such
number of CMP Shares as have been  subscribed  for by a Notice(s) of  Acceptance
from  one or more  Offeree  Stockholders  which  are  able to  consummate  their
respective  purchases  within the Closing  Period,  which,  for purposes of this
Section  8(h)(i)  shall be deemed to end no later  than 30  calendar  days after
delivery of the CMP Offer  Notice to the Company (up to the total  number of CMP
Shares  offered  to the  Company  in the CMP  Offer  Notice).  If the  Company's
entitlement to purchase the CMP Shares arises  pursuant to Section 2.1(b) of the
NU/CMP  Agreement,  the  Closing  Period  may be  extended  for a period  of 120
calendar  days after the date on which CMP or the Company makes a request for an
agreement as to Fair Market Value,  as provided in Section  2.1(c) of the NU/CMP
Agreement,  and the Offeree  Stockholders who have agreed to purchase CMP Shares
hereby  agree  to pay  the  Fair  Market  Value  negotiated  by the  Company  in
accordance  with the  provisions  of  Section  2.1(c) of the  NU/CMP  Agreement.
Notwithstanding  anything in Section 8(c) of this Agreement to the contrary, the
Offeree  Stockholders  who have agreed to purchase  CMP Shares will  deposit the
purchase  price for their portion of the CMP Shares with the Company on or prior
to the last day of the  Closing  Period,  and the Company  will  deliver to each
Offeree  Stockholder  the number of CMP  Shares  subscribed  to by such  Offeree
Stockholder  promptly upon  delivery of such shares to the Company.  Any Offeree
Stockholder  who fails to deposit the purchase  price for its portion of the CMP
Shares on or prior to the last day of the Closing Period shall be deemed to have
withdrawn its Notice of Acceptance.

(ii)  Notwithstanding  anything to the contrary contained in this Agreement,  M1
shall satisfy its obligations  under Section 8(a) of this Agreement by sending a
copy of the Offer Notice to the Company (the "M1 Offer Notice", which term shall
include any notice received by the Company under Section 2.1(a) or 2.1(b) of the
NU/CMP Agreement).  The Company shall immediately forward a copy of the M1 Offer
Notice to the other Stockholders, and, except as set forth below, the procedures
set forth in Section 8(b) and Section 8(c) of this Agreement shall then apply as
if the Company were the Offering  Stockholder.  The Company shall  purchase such
number of Offered  Securities  offered to the Company in the M1 Offer  Notice as
have been  subscribed for by a Notice(s) of Acceptance  from one or more Offeree
Stockholders which are able to consummate their respective  purchases within the
Closing Period,  which, for purposes of this Section 8(h)(ii) shall be deemed to
be no later than 30 calendar  days after  delivery of the M1 Offer Notice to the
Company,  unless the Company is purchasing  the Offered  Securities  pursuant to
Section  2.1(b) of the NU/CMP  Agreement in which case the Closing Period may be
extended  for a period of 120  calendar  days  after the date on which NU or the
Company makes a request

                                      -6-



for an agreement  as to Fair Market Value (as defined in the NU/CMP  Agreement),
provided,  however,  NU  hereby  agrees  that the  Fair  Market  Value  shall be
determined in accordance  with Section 8(f) of this Agreement and not the NU/CMP
Agreement.  Notwithstanding  anything in Section  8(c) of this  Agreement to the
contrary,   the  Offeree  Stockholders  who  have  agreed  to  purchase  Offered
Securities under this Section 8(h)(ii) will deposit the purchase price for their
portion of the Offered  Securities  with the Company on or prior to the last day
of the Closing Period, and the Company will deliver to each Offeree  Stockholder
the number of  Offered  Securities  subscribed  to by such  Offeree  Stockholder
promptly  upon delivery of such shares to the Company.  Any Offeree  Stockholder
who  fails  to  deposit  the  purchase  price  for its  portion  of the  Offered
Securities  set forth in the M1 Offer  Notice on or prior to the last day of the
Closing Period shall be deemed to have withdrawn its Notice of Acceptance.

(iii) NU agrees  that it will  enforce  the  obligation  of CMP under the NU/CMP
Agreement  to offer  the CMP  Shares  to the  Company  pursuant  to the terms of
Article 2 of the NU/CMP Agreement.

         9.       General.
                  -------

     (a) Severability.  The invalidity or  unenforceability  of any provision of
this  Agreement  shall not affect the  validity or  enforceability  of any other
provision of this Agreement.

     (b) Specific  Performance.  In addition to any and all other  remedies that
may be  available  at law in the  event of any  breach of this  Agreement,  each
Stockholder  shall be entitled to specific  performance  of the  agreements  and
obligations of the other Stockholders  hereunder and to such other injunctive or
other equitable relief as may be granted by a court of competent jurisdiction.

     (c)  Governing  Law. This  Agreement  shall be governed by and construed in
accordance with the internal laws of the State of Delaware (without reference to
the conflicts of law provisions thereof).

     (d) Notices.  All notices and other  communications  hereunder  shall be in
writing and shall be deemed given (as of the time of delivery or, in the case of
a telecopied communication, of confirmation and accompanied by another manner of
giving  notice  provided in this  Section) if delivered  personally,  telecopied
(which is confirmed) or sent by overnight courier  (providing proof of delivery)
to the parties at the following  addresses (or at such other address for a party
as shall be specified by like notice):

         if to M1:

                  Mode 1 Communications, Inc.
                  107 Selden Street
                  Berlin, CT 06037
                  Attention: John H. Forsgren
                  Facsimile: (860) 665-3718

                                      -7-



         if to Exelon:

                  Exelon Ventures Corp.
                  2301 Market Street
                  Philadelphia, PA 19101
                  Attention: President
                  Facsimile: (215) 841-6374

                  with a copy to:

                  PECO Law Department
                  2301 Market Street, 23rd Floor
                  Philadelphia, PA  19101
                  Attention:  John Halderman
                  Facsimile:  215-841-4474

         if to CEC:

                  Consolidated Edison Communications, Inc.
                  132 West 31st Street 13th Floor
                  New York, NY 10001
                  Attention: President
                  Facsimile: (212) 324-5050

                  with a copy to:

                  Consolidated Edison, Inc.
                  4 Irving Place, Room 1800
                  New York, NY 10003
                  Attention: Senior Vice President and General Counsel
                  Facsimile: (212) 674-7329

         if to the Company:

                  NorthEast Optic Network, Inc.
                  2200 West Park Drive
                  Westborough, MA 01581
                  Attention: President
                  Facsimile: (508) 616-7895

     (e) Complete Agreement;  Amendments.  This Agreement constitutes the entire
agreement and  understanding  of the parties  hereto with respect to the subject
matter hereof, and supersedes all prior agreements and  understandings  relating
to such subject matter. No amendment,  modification or termination of, or waiver
under,  any  provision  of this  Agreement  shall be valid unless in writing and
signed by all  Stockholders  (and, with respect to Section 8(h), the Company and
NU).

                                      -8-




     (f) Pronouns.  Whenever the context may require,  any pronouns used in this
Agreement shall include the corresponding  masculine,  feminine or neuter forms,
and the singular form of nouns and pronouns  shall include the plural,  and vice
versa.

     (g) Counterparts;  Facsimile Signatures.  This Agreement may be executed in
any number of counterparts, each of which shall be deemed to be an original, and
all of which together shall constitute one and the same document. This Agreement
may be executed by facsimile signatures.

     (h) Section  Headings.  The section headings are for the convenience of the
parties and in no way alter,  modify,  amend,  limit or restrict the contractual
obligations of the parties.

     (i)  Assignment;   Transfers  of  Shares;  No  Third  Party  Beneficiaries;
Successors and Assigns.


(1)  No Stockholder  hereunder shall assign its rights or obligations under this
     Agreement  to any third  person or entity  (except to an  Affiliate of such
     Stockholder),  unless and until (a) such  Stockholder  shall have  complied
     with Section 8 hereof and (b) such  Stockholder  shall have  transferred to
     such  assignee  an  amount of Shares  (i)  which  constitutes  at least the
     Minimum  Percentage  and  (ii)  such  that,  after  giving  effect  to such
     transfer,  the  Stockholder no longer holds any Shares,  provided that such
     transferee shall have agreed to be bound by the terms of this Agreement.

(2)  The Company shall not effect any transfer of Shares in connection  with any
     transfer or assignment not in compliance with the terms of this Agreement.

(3)  Nothing in this  Agreement  is intended to confer upon any other person not
     party to this Agreement any rights or remedies hereunder.

(4)  The terms of his  Agreement  shall be binding  upon the parties  hereto and
     their respective successors and assigns.

     (j) Effectiveness. This Agreement shall become binding upon each party upon
execution  of this  Agreement  by such  party.  No party shall have the right to
exercise its rights under this Agreement until it has executed this Agreement.

                                      -9-




         IN  WITNESS  WHEREOF,   the  parties  have  caused  this  Stockholders'
Agreement  to be  executed by their duly  authorized  officers as of the day and
year first above written.

                                 MODE 1 COMMUNICATIONS, INC.

                                 By: /s/ David R. McHale
                                   Name: David R. McHale
                                   Title:  Vice President and Treasurer

                                 EXELON VENTURES CORP.

                                 By: /s/ Gregory A. Cucchi
                                   Name: Gregory A. Cucchi
                                   Title: Chairman and Chief Executive Officer

                                  CONSOLIDATED EDISON COMMUNICATIONS, INC.

                                  By: /s/ John F. Pinto
                                    Name: John F. Pinto
                                    Title: Vice President, Engineering

                                   NEON COMMUNICATIONS, INC.

                                   By: /s/ Victor Colantonio
                                     Name: Victor Colantonio
                                     Title:   President

                                      -10-


Northeast  Utilities executes this Agreement for the sole purpose of being bound
by its obligations under Section 8(h) hereof.

                                    NORTHEAST UTILITIES

                                    By: /s/ David R. McHale
                                      Name: David R. McHale
                                      Title: Vice President and Treasurer




















                                      -11-


Schedule 1

Mode 1 Communications, Inc.                 4,774,038 Shares

Exelon Ventures Corp.                       2,131,143 Shares

Consolidated Edison
Communications, Inc.                        2,476,735 Shares



                                                                EXHIBIT C



                            NEON COMMUNICATIONS, INC.

                         REGISTRATION RIGHTS AGREEMENT  1
                         -----------------------------


         This Agreement dated as of September 14, 2000 is entered into by and
among NEON Communications, Inc., a Delaware corporation (the "Company"),
Consolidated Edison Communications, Inc., a New York corporation ("CEC") and
Exelon Ventures Corp., a Pennsylvania corporation ("Exelon," and together with
CEC, the "Investors").

                                    Recitals

         WHEREAS, the Company has entered into a separate Subscription Agreement
with each of CEC and Exelon  dated as of November  23,  1999 (the  "Subscription
Agreements"); and

         WHEREAS,  the Company and the  Investors  desire to provide for certain
arrangements  with respect to the registration of shares of capital stock of the
Company under the Securities Act of 1933;

         NOW,  THEREFORE,  in consideration of the mutual promises and covenants
contained in this Agreement, the parties hereto agree as follows:

1.       Certain Definitions.
         -------------------

         As used in this Agreement, the following terms shall have the following
respective meanings:

                  "Business Day" means any day other than  Saturday,  Sunday and
any day which is a legal holiday or a day on which banking  institutions  in New
York are  authorized  or  required  by law or  other  action  of a  governmental
authority to close.

                  "Commission" means the Securities and Exchange Commission,  or
any other federal agency at the time administering the Securities Act.

- --------
     1 In the event that the  Reorganization  is not  consummated on or prior to
the Closing Date of the Subscription Agreement,  then Exelon and CEC will assign
their respective Shares to Exelon Capital Partners, Inc. and CEC Delaware, Inc.,
respectively,  on the  Closing  Date and the parties to this  agreement  will be
amended accordingly.



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


                  "Exchange Act" means the  Securities  Exchange Act of 1934, as
amended, or any successor federal statute,  and the rules and regulations of the
Commission  issued  under such Act, as they each may,  from time to time,  be in
effect.

                  "Initiating Holders" means the Investor or Investors
initiating a request for registration pursuant to Section 2.1(a).

                  "Other  Holders"  shall have the  meaning set forth in Section
2.1(c).

                  "Prospectus" means the prospectus included in any Registration
Statement,  as amended or supplemented by an amendment or prospectus supplement,
including post-effective  amendments, and all material incorporated by reference
or deemed to be incorporated by reference in such Prospectus.

                  "Registration  Statement" means a registration statement filed
by the Company with the Commission for a public  offering and sale of securities
of the Company (other than a registration  statement on Form S-8 or Form S-4, or
their  successors,  or any other  form for a  similar  limited  purpose,  or any
registration  statement  covering  only  securities  proposed  to be  issued  in
exchange for securities or assets of another corporation).

                  "Registration   Expenses"  means  the  expenses  described  in
Section 2.4.

                  "Registrable  Shares"  means (i) the Shares and (ii) any other
shares of Common Stock issued in respect of the Shares (because of stock splits,
stock  dividends,  reclassifications,  recapitalizations,  or  similar  events);
provided,  however,  that shares of Common  Stock which are  Registrable  Shares
shall  cease  to  be  Registrable  Shares  upon  (i)  any  sale  pursuant  to  a
Registration  Statement  or  Rule  144  under  the  Securities  Act  (ii)  their
eligibility  for sale pursuant to Rule 144(k) under the  Securities Act or (iii)
any sale in any  manner to a person or entity  which,  by virtue of Section 3 of
this Agreement, is not entitled to the rights provided by this Agreement.

                  "Securities Act" means the Securities Act of 1933, as amended,
or  any  successor  federal  statute,  and  the  rules  and  regulations  of the
Commission  issued  under such Act, as they each may,  from time to time,  be in
effect.

                  "Selling Stockholder" means any Stockholder owning Registrable
Shares included in a Registration Statement.

                  "Shares"  means the CEC NEON shares and the Exelon NEON shares
as defined in the Subscription Agreements.





                  "Stockholders" means the Investors and any persons or entities
to  whom  the  rights  granted  under  this  Agreement  are  transferred  by any
Investors, their successors or assigns pursuant to Section 3 hereof.

2.       Registration Rights
         -------------------

2.1      Required Registrations.
         -----------------------

(1) At any time after the first  anniversary of the closing of the  Subscription
Agreements, either Investor may request, in writing, that the Company effect the
registration  on Form  S-3  (or any  successor  form or any  other  registration
statement form which the Company is eligible to use) of Registrable Shares owned
by such Investor having an aggregate value of at least $5,000,000  (based on the
then current market price or fair value).

(2) Upon receipt of any request for registration pursuant to this Section 2, the
Company shall promptly give written notice of such proposed  registration to all
other  Stockholders.  Such Stockholders  shall have the right, by giving written
notice to the Company within 30 days after the Company  provides its notice,  to
elect to have included in such registration such of their Registrable  Shares as
such Stockholders may request in such notice of election, subject in the case of
an underwritten offering to the approval of the managing underwriter as provided
in Section 2.1(c) below.  Thereupon,  the Company  shall,  as  expeditiously  as
possible,  effect the  registration of all Registrable  Shares which the Company
has been requested to so register.


(3) If the  Initiating  Holders  intend to  distribute  the  Registrable  Shares
covered by their request by means of an  underwriting,  they shall so advise the
Company as a part of their  request  made  pursuant to Section  2.1(a),  and the
Company  shall include such  information  in its written  notice  referred to in
Section  2.1(b).  The right of any other  Stockholder to include its Registrable
Shares in such registration pursuant to Section 2.1(a) shall be conditioned upon
such other  Stockholder's  participation  in such  underwriting on the terms set
forth  herein.  If the Company  desires  that any  officers or  directors of the
Company holding securities of the Company be included in any registration for an
underwritten  offering  requested pursuant to Section 2.1(c) or if other holders
of  securities  of the Company who are  entitled,  by  contract  with,  or other
instrument executed by, the Company prior to the date hereof, to have securities
included in such a registration  (the "Other  Holders")  request such inclusion,
the Company may include the  securities  of such  officers,  directors and Other
Holders in such registration and underwriting on the terms set forth herein. The
Company shall  (together with all  Stockholders,  officers,  directors and Other
Holders  proposing to distribute  their  securities  through such  underwriting)
enter into an  underwriting  agreement in  customary  form  (including,  without
limitation, customary

                                      -3-



indemnification and contribution provisions on the part of the Company) with the
managing  underwriter;  provided  that  such  underwriting  agreement  shall not
provide  for  indemnification  or  contribution   obligations  on  the  part  of
Stockholders  materially  greater  than  the  obligations  of  the  Stockholders
pursuant to Section  2.5.  Notwithstanding  any other  provision of this Section
2.1(c),  if the managing  underwriter  advises the Company that the inclusion of
all shares requested to be registered  would adversely affect the offering,  the
securities  of the Company held by officers or  directors of the Company  (other
than  Registrable   Shares)  shall  be  excluded  from  such   registration  and
underwriting to the extent deemed advisable by the managing underwriter,  and if
a further  limitation of the number of shares is required,  the number of shares
that may be included in such  registration and  underwriting  shall be allocated
among all Other Holders and holders of Registrable Shares pro rata in proportion
to the respective  number shares they have  requested to be  registered.  If any
holder  of  Registrable  Shares,  officer,  director  or  Other  Holder  who has
requested  inclusion in such  registration as provided above  disapproves of the
terms of the  underwriting,  such  person  may elect to  withdraw  therefrom  by
written  notice to the Company,  and the  securities so withdrawn  shall also be
withdrawn from  registration.  If the managing  underwriter  has not limited the
number of Registrable Shares or other securities to be underwritten, the Company
may include  securities for its own account in such registration if the managing
underwriter  so  agrees  and if the  number  of  Registrable  Shares  and  other
securities  which would  otherwise have been included in such  registration  and
underwriting will not thereby be limited.


(4) The  Initiating  Holders  shall  have  the  right  to  select  the  managing
underwriter(s)  for any  underwritten  offering  requested  pursuant  to Section
2.1(a),  subject to the  approval of the  Company,  which  approval  will not be
unreasonably withheld.

(5) The Company  shall not be  required  to effect  more than two  registrations
pursuant to Section 2.1(a), and neither Investor, acting individually,  shall be
entitled to request a registration pursuant to Section 2.1(a) more than once. In
addition,  in the  event  that Form S-3 is not  available  to the  Company,  the
Company shall not be required to effect more than one  registration  on Form S-1
pursuant to Section 2.1(a), and any request to effect a registration on Form S-1
shall be made jointly by both Investors.  For purposes of this Section 2.1(e), a
Registration Statement shall not be counted until such time as such Registration
Statement has been declared  effective by the Commission  (unless the Initiating
Holders withdraw their request for such registration  (other than as a result of
information  concerning the business or financial condition of the Company which
is made known to the Stockholders  after the date on which such registration was
requested) and elect not to pay the Registration  Expenses  therefor pursuant to
Section 2.4).

                                      -4-



(6) If at the time of any request to register  Registrable  Shares by Initiating
Holders  pursuant to this  Section  2.1,  the Company is engaged or has plans to
engage in a  registered  public  offering  or is engaged  in any other  activity
which,  in the good faith  determination  of the  Company's  Board of Directors,
would be adversely affected by the requested registration,  then the Company may
at its option  direct that such request be delayed for a period not in excess of
90 days  from the date of such  request,  such  right to delay a  request  to be
exercised by the Company not more than once in any 12-month period.

2.2      Incidental Registration.
         -----------------------

(1) Whenever the Company proposes to file a Registration Statement (other than a
Registration  Statement filed pursuant to Section 2.1) at any time and from time
to time, it will, prior to such filing,  give written notice to all Stockholders
of its  intention  to do so;  provided,  that no such notice need be given if no
Registrable  Shares are to be included therein as a result of a determination of
the managing underwriter pursuant to Section 2.2(b). Upon the written request of
a Stockholder or  Stockholders  given within 20 days after the Company  provides
such notice,  the Company  shall use its best  efforts to cause all  Registrable
Shares which the Company has been requested by such  Stockholder or Stockholders
to register to be registered under the Securities Act to the extent necessary to
permit their sale or other  disposition in accordance with the intended  methods
of distribution  specified in the request of such  Stockholder or  Stockholders;
provided  that the Company  shall have the right to  postpone  or  withdraw  any
registration  effected  pursuant to this Section 2.2 without  obligation  to any
Stockholder.

(2) If the  registration  for which the Company gives notice pursuant to Section
2.2(a) is a registered  public offering  involving an underwriting,  the Company
shall so advise the  Stockholders as a part of the written notice given pursuant
to Section  2.2(a).  In such event,  the right of any Stockholder to include its
Registrable  Shares  in such  registration  pursuant  to  Section  2.2  shall be
conditioned upon such  Stockholder's  participation in such  underwriting on the
terms  set  forth  herein.  All  Stockholders   proposing  to  distribute  their
securities through such underwriting shall enter into an underwriting  agreement
in  customary  form  with  the  underwriter  or  underwriters  selected  for the
underwriting by the Company. Notwithstanding any other provision of this Section
2.2, if the managing  underwriter  determines  that the  inclusion of all shares
requested to be registered would adversely affect the offering,  the Company may
limit the number of Registrable  Shares to be included in the  registration  and
underwriting.  The  Company  shall so advise all holders of  Registrable  Shares
requesting  registration,  and the  number of  shares  that are  entitled  to be
included  in  the  registration  and  underwriting  shall  be  allocated  in the
following  manner.  The  securities  of the Company  held by holders  other than
Stockholders  and Other  Holders shall be excluded  from such  registration  and
underwriting to the extent deemed

                                      -5-




advisable  by the  managing  underwriter,  and, if a further  limitation  on the
number of shares is required,  the number of shares that may be included in such
registration  and  underwriting  shall be allocated among all  Stockholders  and
Other Holders requesting  registration in proportion,  as nearly as practicable,
to the  respective  number of shares of Common Stock which they held at the time
the Company gives the notice specified in Section 2.2(a).  If any Stockholder or
Other Holder would thus be entitled to include more  securities than such holder
requested to be registered, the excess shall be allocated among other requesting
Stockholders and Other Holders pro rata in the manner described in the preceding
sentence. If any holder of Registrable Shares or any officer,  director or Other
Holder disapproves of the terms of any such underwriting,  such person may elect
to withdraw  therefrom  by written  notice to the Company,  and any  Registrable
Shares or other securities excluded or withdrawn from such underwriting shall be
withdrawn from such registration.

     (c)  Notwithstanding  the  foregoing,  the Company  shall not be  required,
pursuant  to  this  Section  2.2,  to  include  any  Registrable   Shares  in  a
Registration  Statement if such Registrable  Shares can then be sold pursuant to
Rule 144(k) under the Securities Act.

2.3      Registration Procedures.
         ------------------------

(1) If and whenever the Company is required by the  provisions of this Agreement
to use its best efforts to effect the  registration  of any  Registrable  Shares
under the Securities Act, the Company shall:

     (1) file with the Commission a Registration  Statement with respect to such
Registrable Shares and use its best efforts to cause that Registration Statement
to become effective as soon as possible;

     (2) as  expeditiously  as possible prepare and file with the Commission any
amendments  and  supplements  to the  Registration  Statement and the prospectus
included in the  Registration  Statement  as may be necessary to comply with the
provisions of the Securities Act (including the anti-fraud  provisions  thereof)
and to  keep  the  Registration  Statement  effective  for 12  months  from  the
effective date or such lesser period until all such Registrable Shares are sold;


     (3) as expeditiously  as possible furnish to each Selling  Stockholder such
reasonable  numbers  of  copies of the  Prospectus,  including  any  preliminary
Prospectus,  in conformity with the requirements of the Securities Act, and such
other documents as such Selling  Stockholder may reasonably  request in order to
facilitate the public sale or other disposition of the Registrable  Shares owned
by such Selling Stockholder;

                                      -6-



     (4) as  expeditiously  as  possible  use its best  efforts to  register  or
qualify the Registrable  Shares covered by the Registration  Statement under the
securities  or Blue Sky laws of such  states as the Selling  Stockholders  shall
reasonably  request,  and do any and all  other  acts  and  things  that  may be
necessary or  desirable to enable the Selling  Stockholders  to  consummate  the
public sale or other disposition in such states of the Registrable  Shares owned
by the Selling  Stockholder;  provided,  however,  that the Company shall not be
required  in  connection  with  this  paragraph  (iv) to  qualify  as a  foreign
corporation  or  execute  a  general  consent  to  service  of  process  in  any
jurisdiction;

     (5) as expeditiously as possible,  cause all such Registrable  Shares to be
listed  on each  securities  exchange  or  automated  quotation  system on which
similar securities issued by the Company are then listed;

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

     (7) promptly make available for inspection by the Selling Stockholders, any
managing   underwriter   participating  in  any  disposition  pursuant  to  such
Registration  Statement,  and any attorney or accountant or other agent retained
by any such underwriter or selected by the Selling  Stockholders,  all financial
and other records,  pertinent  corporate documents and properties of the Company
and  cause  the  Company's  officers,   directors,   employees  and  independent
accountants to supply all information  reasonably  requested by any such seller,
underwriter,  attorney, accountant or agent in connection with such Registration
Statement;

     (8) as expeditiously as possible, notify each Selling Stockholder, promptly
after it shall  receive  notice  thereof,  of the time  when  such  Registration
Statement has become effective or a supplement to any Prospectus  forming a part
of such Registration Statement has been filed; and

     (9) as  expeditiously  as  possible  following  the  effectiveness  of such
Registration  Statement,  notify each seller of such  Registrable  Shares of any
request by the Commission for the amending or supplementing of such Registration
Statement or Prospectus.

(2) If the Company has  delivered a Prospectus to the Selling  Stockholders  and
after having done so the  Prospectus is amended to comply with the  requirements
of  the  Securities   Act,  the  Company  shall  promptly   notify  the  Selling
Stockholders and, if requested, the Selling Stockholders shall immediately cease
making offers of Registrable  Shares and return all Prospectuses to the Company.
The  Company  shall  promptly  provide  the Selling  Stockholders  with  revised
Prospectuses

                                      -7-



and,  following receipt of the revised  Prospectuses,  the Selling  Stockholders
shall be free to resume making offers of the Registrable Shares.

(3) In the event  that,  in the  judgment of the  Company,  it is  advisable  to
suspend use of a Prospectus included in a Registration  Statement due to pending
material  developments or other events that have not yet been publicly disclosed
and as to which the Company  believes public  disclosure would be detrimental to
the Company,  the Company shall notify all Selling  Stockholders to such effect,
and,  upon  receipt  of  such  notice,   each  such  Selling  Stockholder  shall
immediately  discontinue  any  sales  of  Registrable  Shares  pursuant  to such
Registration  Statement until such Selling  Stockholder has received copies of a
supplemented or amended Prospectus or until such Selling  Stockholder is advised
in writing by the Company that the then current  Prospectus  may be used and has
received copies of any additional or supplemental  filings that are incorporated
or deemed incorporated by reference in such Prospectus. Notwithstanding anything
to the  contrary  herein,  the Company  shall not exercise its rights under this
Section 2.3(c) to suspend sales of Registrable  Shares for a period in excess of
60 days in any 365-day period.



2.4    Allocation of Expenses.
       -----------------------

The Company will pay all Registration  Expenses for all registrations under this
Agreement;  provided,  however,  that if a  registration  under  Section  2.1 is
withdrawn at the request of the  Initiating  Holders  (other than as a result of
information  concerning the business or financial condition of the Company which
is made known to the Stockholders  after the date on which such registration was
requested)  and if the  Initiating  Holders elect not to have such  registration
counted  as  a  registration   requested   under  Section  2.1,  the  requesting
Stockholders  shall pay the Registration  Expenses of such registration pro rata
in  accordance  with the number of their  Registrable  Shares  included  in such
registration.  For purposes of this Section,  the term  "Registration  Expenses"
shall  mean  all  expenses  incurred  by the  Company  in  complying  with  this
Agreement,  including,  without  limitation,  all  registration and filing fees,
exchange listing fees,  printing expenses,  fees and expenses of counsel for the
Company  and the  fees and  expenses  of one  counsel  selected  by the  Selling
Stockholders  to  represent  the Selling  Stockholders,  state Blue Sky fees and
expenses,  and the expense of any special audits  incident to or required by any
such registration, but excluding underwriting discounts, selling commissions and
the fees and  expenses  of Selling  Stockholders'  own  counsel  (other than the
counsel selected to represent all Selling Stockholders).

                                      -8-



2.5      Indemnification and Contribution.
         ---------------------------------

(1) In the event of any registration of any of the Registrable  Shares under the
Securities Act pursuant to this  Agreement,  the Company will indemnify and hold
harmless  the  seller  of such  Registrable  Shares,  each  underwriter  of such
Registrable  Shares,  and each other person, if any, who controls such seller or
underwriter within the meaning of the Securities Act or the Exchange Act against
any losses,  claims,  damages or  liabilities,  joint or several,  to which such
seller,   underwriter  or  controlling  person  may  become  subject  under  the
Securities  Act,  the  Exchange  Act,  state  securities  or  Blue  Sky  laws or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect  thereof) arise out of or are based upon any untrue statement or alleged
untrue  statement of any material fact contained in any  Registration  Statement
under which such  Registrable  Shares were registered  under the Securities Act,
any preliminary  prospectus or final  prospectus  contained in the  Registration
Statement,  or any amendment or supplement to such  Registration  Statement,  or
arise out of or are based  upon the  omission  or  alleged  omission  to state a
material fact required to be stated  therein or necessary to make the statements
therein not misleading;  and the Company will reimburse such seller, underwriter
and each such controlling person for any legal or any other expenses  reasonably
incurred by such seller,  underwriter or controlling  person in connection  with
investigating or defending any such loss,  claim,  damage,  liability or action;
provided,  however,  that the Company will not be liable in any such case to the
extent that any such loss, claim,  damage or liability arises out of or is based
upon any untrue  statement  or  omission  made in such  Registration  Statement,
preliminary  prospectus or prospectus,  or any such amendment or supplement,  in
reliance upon and in conformity with  information  furnished to the Company,  in
writing,  by or on behalf of such  seller,  underwriter  or  controlling  person
specifically for use in the preparation thereof.


(2) In the event of any registration of any of the Registrable  Shares under the
Securities Act pursuant to this  Agreement,  each seller of Registrable  Shares,
severally and not jointly, will indemnify and hold harmless the Company, each of
its directors  and officers and each  underwriter  (if any) and each person,  if
any, who controls the Company or any such underwriter  within the meaning of the
Securities  Act or the  Exchange  Act,  against any losses,  claims,  damages or
liabilities,  joint or  several,  to  which  the  Company,  such  directors  and
officers,  underwriter  or  controlling  person  may  become  subject  under the
Securities  Act,  Exchange Act, state  securities or Blue Sky laws or otherwise,
insofar as such losses,  claims,  damages or liabilities  (or actions in respect
thereof)  arise out of or are based upon any untrue  statement or alleged untrue
statement of a material fact contained in any Registration Statement under which
such   Registrable   Shares  were  registered  under  the  Securities  Act,  any
preliminary  prospectus  or  final  prospectus  contained  in  the  Registration
Statement,  or any  amendment or supplement to the  Registration  Statement,  or
arise out of or are based  upon any  omission  or  alleged  omission  to state a
material fact required to be stated

                                      -9-




therein or  necessary  to make the  statements  therein not  misleading,  if the
statement  or  omission  was  made  in  reliance  upon  and in  conformity  with
information relating to such seller furnished in writing to the Company by or on
behalf of such seller specifically for use in connection with the preparation of
such  Registration  Statement,  prospectus,  amendment or supplement;  provided,
however,  that the obligations of a Stockholder hereunder shall be limited to an
amount equal to the net proceeds to such Stockholder of Registrable  Shares sold
in connection with such registration.


(3) Each party entitled to indemnification  under this Section (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 be  unreasonably  withheld);  and,
provided,  further,  that the failure of any Indemnified Party to give notice as
provided  herein  shall not relieve the  Indemnifying  Party of its  obligations
under this Section except to the extent that the Indemnifying Party is adversely
affected by such failure.  The Indemnified Party may participate in such defense
at such party's expense;  provided,  however,  that the Indemnifying Party shall
pay such  expense if  representation  of such  Indemnified  Party by the counsel
retained  by the  Indemnifying  Party  would be  inappropriate  due to actual or
potential  differing interests between the Indemnified Party and any other party
represented  by such  counsel in such  proceeding;  provided  further that in no
event shall the Indemnifying  Party be required to pay the expenses of more than
one law  firm  per  jurisdiction  as  counsel  for the  Indemnified  Party.  The
Indemnifying Party also shall be responsible for the expenses of such defense if
the  Indemnifying  Party does not elect to assume such defense.  No Indemnifying
Party,  in the defense of any such claim or  litigation  shall,  except with the
consent of each  Indemnified  Party,  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,  and no Indemnified  Party
shall  consent  to entry of any  judgment  or settle  such  claim or  litigation
without the prior written consent of the Indemnifying Party, which consent shall
not be unreasonably withheld.

(4) In order to provide for just and equitable  contribution in circumstances in
which the indemnification  provided for in this Section 2.5 is due in accordance
with its terms but for any reason is held to be  unavailable  to an  Indemnified
Party in respect to any  losses,  claims,  damages and  liabilities  referred to
herein,  then  the  Indemnifying  Party  shall,  in  lieu of  indemnifying  such
Indemnified Party,  contribute to the amount paid or payable by such Indemnified
Party as a result of such losses,  claims,  damages or liabilities to which such
party may be  subject  in such

                                      -10-





proportion as is appropriate to reflect the relative fault of the Company on the
one hand and the  Stockholders on the other in connection with the statements or
omissions which resulted in such losses, claims, damages or liabilities, as well
as any  other  relevant  equitable  considerations.  The  relative  fault of the
Company and the  Stockholders  shall be  determined by reference to, among other
things,  whether the untrue or alleged untrue statement of material fact related
to  information  supplied by the Company or the  Stockholders  and the  parties'
relative intent, knowledge,  access to information and opportunity to correct or
prevent such statement or omission.  The Company and the Stockholders agree that
it would not be just and equitable if contribution  pursuant to this Section 2.5
were  determined  by pro rata  allocation  or by any other method of  allocation
which does not take account of the equitable  considerations  referred to above.
Notwithstanding  the provisions of this paragraph of Section 2.5, (a) in no case
shall any one  Stockholder be liable or responsible  for any amount in excess of
the net proceeds  received by such  Stockholder from the offering of Registrable
Shares and (b) the  Company  shall be liable and  responsible  for any amount in
excess of such proceeds;  provided, however, that 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.  Any party entitled to contribution will, promptly
after  receipt  of notice of  commencement  of any  action,  suit or  proceeding
against  such  party in respect  of which a claim for  contribution  may be made
against  another  party or parties  under  this  Section,  notify  such party or
parties from whom contribution may be sought, but the omission so to notify such
party or parties  from whom  contribution  may be sought  shall not relieve such
party from any other  obligation  it or they may have  thereunder  or  otherwise
under this Section.  No party shall be liable for  contribution  with respect to
any action, suit, proceeding or claim settled without its prior written consent,
which consent shall not be unreasonably withheld.


2.6    Other  Matters with  Respect to  Underwritten  Offerings.
       ---------------------------------------------------------

In the  event  that  Registrable  Shares  are sold  pursuant  to a  Registration
Statement  in an  underwritten  offering  pursuant to Section  2.1,  the Company
agrees  to  (a)  enter  into  an  underwriting  agreement  containing  customary
representations  and  warranties  with respect to the business and operations of
the Company and  customary  covenants  and  agreements  to be  performed  by the
Company,  including  without  limitation  customary  provisions  with respect to
indemnification by the Company of the underwriters of such offering; (b) use its
best  efforts to cause its legal  counsel to render  customary  opinions  to the
underwriters  with respect to the Registration  Statement;  and (c) use its best
efforts to cause its independent public accounting firm to issue customary "cold
comfort letters" to the underwriters with respect to the Registration Statement.

2.7     Information by Holder.
        ----------------------

Each holder of Registrable  Shares included in any registration shall furnish to
the Company such information regarding such holder and the distribution proposed
by such holder as the Company may reasonably

                                      -11-




request in writing and as shall be required in connection with any registration,
qualification or compliance referred to in this Agreement.

2.8     Confidentiality  of Notices.
        ----------------------------

Any  Stockholder  receiving  any written  notice from the Company  regarding the
Company's  plans  to file a  Registration  Statement  shall  treat  such  notice
confidentially  and shall not disclose such information to any person other than
as necessary to exercise its rights under this Agreement.

2.9      Rule 144 Requirements.
        -----------------------

        The Company hereby agrees to:

     (1) make and keep current public  information about the Company  available,
as those terms are understood and defined in Rule 144;

     (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

     (3) furnish to any holder of Registrable  Shares upon request (i) a written
statement by the Company as to its compliance with the reporting requirements of
Rule 144 and of the Securities Act and the Exchange Act, (ii) a copy of the most
recent annual or quarterly  report of the Company,  and (iii) such other reports
and  documents  of the  Company as such holder may  reasonably  request to avail
itself of any similar rule or regulation of the  Commission  allowing it to sell
any such securities without registration.

2.10    Termination.
        ------------

All of the Company's  obligations to register  Registrable Shares under Sections
2.1 and 2.2 of this Agreement shall terminate five years after the date hereof.



3.      Transfers of Rights.
        --------------------

This Agreement,  and the rights and obligations of each Investor hereunder,  may
be  assigned  by such  Investor to any person or entity to which at least 25% of
the Shares held by such Investor are  transferred  by such  Investor,  provided,
however,  that for purposes of Section 2.1(a),  any such  transferees,  together
with  the  transferring   Investor  if  such  Investor  continues  to  hold  any
Registrable  Securities,  shall be counted as one Investor,  and any decision to
demand a registration pursuant to Section 2.1(a) shall be made by the holders of
a majority of the Registrable  Securities held by the transferring  Investor and
such transferees.

4.       General.
        ---------

     (1) Severability.  The invalidity or  unenforceability  of any provision of
this  Agreement  shall not affect  the  validity  orenforceability  of any other
provision of this Agreement.

                                      -12-



     (2) Specific  Performance.  In addition to any and all other  remedies that
may be  available  at law in the  event of any  breach of this  Agreement,  each
Investor  shall be  entitled  to  specific  performance  of the  agreements  and
obligations  of the  Company  hereunder  and to such other  injunctive  or other
equitable relief as may be granted by a court of competent jurisdiction.

     (3)  Governing  Law. This  Agreement  shall be governed by and construed in
accordance with the internal laws of the Commonwealth of Massachusetts  (without
reference to the conflicts of law provisions thereof).

     (4) Notices.  All notices,  requests,  consents,  and other  communications
under this Agreement  shall be in writing and shall be deemed  delivered (i) two
Business Days after being sent by registered or certified  mail,  return receipt
requested,  postage  prepaid  or (ii) one  Business  Day after  being sent via a
reputable  nationwide  overnight courier service  guaranteeing next Business Day
delivery, in each case to the intended recipient as set forth below:

         If to the Company, to:     NEON Communications, Inc.
                                    2200 West Park Drive
                                    Westborough, MA 01581
                                    Attention:  President

or at such other address or addresses as may have been furnished in writing by
the Company to the Investors






         with a copy to:            Hale and Dorr LLP
                                    60 State Street
                                    Boston, MA 02109
                                    Attention:  Alexander A. Bernhard, Esq.
                                    Facsimile Number:  (617) 526-5000

         If to Exelon, to:          Exelon Ventures Corp.
                                    2301 Market Street
                                    Philadelphia, PA 19101
                                    Attention: President
                                    Facsimile: (215) 841-6374

         with a copy to:            PECO Law Department
                                    2301 Market Street, 23rd Floor
                                    Philadelphia, PA  19101
                                    Attention:  John Halderman
                                    Facsimile Number:  215-841-4474

                                      -13-




         If to CEC:                 Consolidated Edison Communications, Inc.
                                    132 West 31st Street 13th Floor
                                    New York, NY 10001
                                    Attention: President
                                    Facsimile Number: (212) 324-5050

         with a copy to:            Consolidated Edison, Inc.
                                    4 Irving Place, Room 1800
                                    New York, NY 10003
                                    Attention: Senior Vice President
                                        and General Counsel
                                    Facsimile Number: (212) 324-5001]


or at such  other  addresses  as may have been  furnished  in  writing by CEC or
Exelon to the Company.

         Any party may give any notice, request,  consent or other communication
under this  Agreement  using any other  means  (including,  without  limitation,
personal delivery,  messenger service,  telecopy, first class mail or electronic
mail),  but no such notice,  request,  consent or other  communication  shall be
deemed to have been duly given  unless and until it is actually  received by the
party for whom it is  intended.  Any  party  may  change  the  address  to which
notices,  requests,  consents  or  other  communications  hereunder  are  to  be
delivered  by giving  the other  parties  notice in the manner set forth in this
Section.

(5) Complete  Agreement.  This Agreement  constitutes  the entire  agreement and
understanding  of the parties  hereto with respect to the subject  matter hereof
and supersedes all prior agreements and understandings  relating to such subject
matter.

(6)  Amendments  and  Waivers.  Any term of this  Agreement  may be  amended  or
terminated  and the  observance  of any  term of this  Agreement  may be  waived
(either  generally  or in a  particular  instance  and either  retroactively  or
prospectively),  with the  written  consent of the Company and the holders of at
least 51% of the Registrable  Shares held by all of the Stockholders;  provided,
that this  Agreement may be amended with the consent of the holders of less than
all Registrable Shares only in a manner which applies to all such holders in the
same fashion.  Any such amendment,  termination or waiver effected in accordance
with this Section 4(f) shall be binding on all parties  hereto,  even if they do
not execute such consent. No waivers of or exceptions to any term,  condition or
provision of this Agreement,  in any one or more  instances,  shall be deemed to
be, or construed as, a further or continuing waiver of any such term,  condition
or provision.

                                      -14-




(7)  Pronouns.  Whenever  the context may  require,  any  pronouns  used in this
Agreement shall include the corresponding  masculine,  feminine or neuter forms,
and the singular form of nouns and pronouns  shall include the plural,  and vice
versa.

(8) Counterparts;  Facsimile  Signatures.  This Agreement may be executed in any
number of counterparts, each of which shall be deemed to be an original, and all
of which together shall constitute one and the same document. This Agreement may
be executed by facsimile signatures.

(9)  Section  Headings.  The section  headings  are for the  convenience  of the
parties and in no way alter,  modify,  amend,  limit or restrict the contractual
obligations of the parties.

                                      -15-




         Executed as of the date first written above.

                         NEON COMMUNICATIONS, INC.

                                 By:  /s/ Victor Colantonio
                                    Name: Victor Colantonio
                                    Title:  President

                         CONSOLIDATED EDISON COMMUNICATIONS, INC.

                                 By: /s/  John F. Pinto
                                    Name: John F. Pinto
                                    Title: Vice President, Engineering

                         EXELON VENTURES CORP.

                                 By:  /s/  Gregory A. Cucchi
                                    Name: Gregory A. Cucchi
                                    Title:  Chairman and Chief Executive Officer