REGISTRATION RIGHTS AGREEMENT



     THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made as of the

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21st day of September, 2000, by and among Metawave Communications Corporation,

a Delaware corporation (the "Company"), and the holders of certain outstanding

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shares of Common Stock of Adaptive Telecom, Inc., a California corporation

("ATI") set forth on Schedule A hereto (the "ATI Holders").

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                                   RECITALS

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     The Company, ATI, and Malibu Acquisition Corporation, a Delaware

corporation and wholly-owned subsidiary of the Company ("Sub"), have entered

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into an Amended and Restated Agreement and Plan of Merger dated as of September

__, 2000 (the "Merger Agreement"), which provides for the acquisition of ATI by

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the Company through a merger (the "Merger") of Sub with and into ATI and the

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issuance by the Company to the ATI Holders of shares of the Company's Common

Stock (the "Company Shares") in consideration of the shares of ATI exchanged by

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the ATI Holders in the Merger.  As a condition to the closing of the Merger, the

ATI Holders desire to obtain and the Company has agreed to grant certain

registration rights to the ATI Holders with respect to the Company Shares.



     NOW, THEREFORE, in consideration of the foregoing recitals and other good

and valuable consideration, the receipt and sufficiency of which are hereby

acknowledged, the Company and the ATI Holders hereby agree as follows:



     1.   Registration Rights.  The Company covenants and agrees as follows:

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          1.1  Definitions.  For purposes of this Agreement:

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               (a)  The term "Act" means the Securities Act of 1933, as amended.



               (b)  The term "Form S-3" means such form under the Act as in

effect on the date hereof or any registration form under the Act subsequently

adopted by the SEC which permits inclusion or incorporation of substantial

information by reference to other documents filed by the Company with the SEC.



               (c)  The term "Holder" means any person, including an ATI Holder,

owning unregistered Company Common Stock or having the right to acquire

unregistered Company Common Stock, or any assignee of any thereof in accordance

with Section 1.13 hereof, in each case having a contractual relationship with

the Company entitling such person to certain registration rights in connection

with such Company Common Stock.



               (d)  The term "1934 Act" shall mean the Securities Exchange Act

of 1934, as amended.



               (e)  The term "register," "registered," and "registration" refer

to a registration effected by preparing and filing a registration statement or

similar document in

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compliance with the Act, and the declaration or ordering of effectiveness of

such registration statement or document.



               (f)  The term "Registrable Securities" means Common Stock of the

Company not previously sold to the public and (i) issued to the ATI Holders in

connection with the Merger Agreement (other than Escrow Shares (as defined in

the Merger Agreement)), or (ii) issued as (or issuable upon the conversion or

exercise of any warrant, right or other security that is issued as) a dividend

or other distribution with respect to, or in exchange for or in replacement of

the shares referenced in (i) above. Notwithstanding the foregoing, "Registrable

Securities" shall exclude any Registrable Securities to the extent (A) sold by a

person in a transaction in which his rights under this Section 1 are not

assigned, or (B) the registration rights with respect to such Registrable

Securities have been terminated pursuant to Section 1.14.



               (g)  The number of shares of "Registrable Securities then

outstanding" shall be determined by the number of shares of Common Stock

outstanding that are, and the number of shares of Common Stock issuable pursuant

to then exercisable or convertible securities that are, Registrable Securities.



               (h)  The term "SEC" shall mean the Securities and Exchange

Commission.



               (i)  The term "Affiliate" shall refer to any person or entity

controlling, controlled by or under common control with such Holder.



          1.2  S-1 Registration Rights.

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               (a)  Filing and Effectiveness. The Company will use its best

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commercial efforts to file with the SEC under the Act, and cause to become

effective as soon as practicable following the Closing of the Merger, a

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