REGISTRATION RIGHTS AGREEMENT



         This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is dated as of

April 22, 2002, and made by and among Gray Communications Systems, Inc., a

Georgia corporation (the "Company"), and each of the other persons set forth on

the signature pages hereto (each, a "Purchaser" and, collectively, the

"Purchasers"). Capitalized terms used but not otherwise defined herein shall

have the meaning set forth in Section 7 hereof.



         WHEREAS, each of the Purchasers has acquired shares of the Company's

Series C Preferred Stock pursuant to that certain Preferred Stock Purchase

Agreement, dated as of the date hereof, by and among the Company and certain of

the Purchasers (as amended, restated or modified from time to time, the

"Purchase Agreement") or that certain Exchange Agreement, dated as of the date

hereof, by and among the Company and certain of the other Purchasers (as

amended, restated or modified from time to time, the "Exchange Agreement");



         NOW, THEREFORE, in consideration of the mutual covenants contained

herein and other good and valuable consideration, the receipt and sufficiency of

which are hereby acknowledged, the parties to this Agreement hereby agree as

follows:



         1.       Shelf Registration by the Company.



         (a)      Shelf Registration. The Company shall file with the Securities

and Exchange Commission (the "Commission"), no later than 45 days after the date

hereof, a registration statement under the Securities Act of 1933, as amended

(the "Securities Act"), with respect to resales of the Registrable Securities.

The registration provided by this Section shall be effected by the filing of a

registration statement on Form S-3 (or, if such form is unavailable, such other

form as the Company determines to be available and appropriate and selects with

the consent of the holders of a majority of the Registrable Securities), which

shall provide for sales of Registrable Securities to be made on a continuous

basis pursuant to Rule 415 under the Securities Act (or any similar rule that

may be adopted by the Commission) in accordance with the intended method or

methods of disposition by the holders of the Registrable Securities, which may,

as provided in Section 1(b), include an underwritten offering (the "Shelf

Registration Statement"). The Company shall use its reasonable best efforts to

cause the Shelf Registration Statement to be declared effective under the

Securities Act as soon as practicable after filing (but in no event later than

the earlier to occur of (x) 200 days after the date hereof and (y) 180 days

after the date of filing (such earlier date, "the Outside Effective Date")) and,

once effective, the Company shall cause such Shelf Registration Statement to

remain effective until the earlier to occur of (i) the date that is two years

following the date of initial issuance of the Series C Preferred Stock and (ii)

the date as of which there are no longer any Registrable Securities in

existence.



         (b)      Underwritten Offering. If at any time or from time to time

during the effectiveness of the Shelf Registration Statement the holders of a

majority of Registrable Securities propose to sell 25% or more of the

Registrable Securities held by such holders, such holders may, by notice to the

Company, require that such sale occur through a firm commitment

<PAGE>



underwritten offering (or any other type of underwritten offering specified by

such holders) and, in such event, (i) the Company will promptly give written

notice of such planned underwritten offering to all other holders of Registrable

Securities and will include in such registration (subject to any cutbacks

demanded by the managing underwriter, which shall be imposed pro rata among the

holders of such Registrable Securities on the basis of the number of Registrable

Securities owned by each such holder and subject to the other provisions of this

Agreement) all Registrable Securities with respect to which the Company has

received written requests for inclusion therein within ten (10) business days

after the receipt of the Company's notice, (ii) the Company shall have the right

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