EXHIBIT 10.21


                                                                      Schedule 1

                          Registration Rights Agreement


All terms within this Registration  Rights Agreement shall have the same meaning
as defined in the Subscription Agreement.

For  purposes  of  this   declaration   ("Registration   Rights   Declaration"),
"register," "registered," and "registration" refer to a registration effected by
preparing and filing a registration  statement or similar document in compliance
with the 1933 Act,  and the  declaration  or ordering of  effectiveness  of such
registration  statement  or  document.

1.   Within  sixty (60) days of the  Closing  Date of Payment 3 pursuant  to the
     Subscription  Agreement by and between the Company and the  Purchaser,  the
     Company will use its best efforts to:

     a.   Prepare and file with the  Securities  and  Exchange  Commission  (the
          "Commission")  a  registration  statement  on Form S-1 to register the
          Common  Shares for resale under the 1933 Act, and use its best efforts
          to cause such registration statement to become effective,  and prepare
          and file with the  Commission  such  amendments  to such  registration
          statement and supplements to the prospectus  contained  therein as may
          be necessary to keep such registration  statement  effective until the
          earlier of (i) ________________,  and (ii) such time as all the Common
          Shares have been  resold or may be resold by the holders  thereof in a
          three-month period in reliance upon Rule 144 under the 1933 Act;

     b.   Furnish  to the  Purchaser  such  reasonable  number  of copies of the
          registration   statement,   preliminary   prospectus  and  such  other
          documents as may be  reasonably  required in order to  facilitate  the
          public offering of the Common Shares;

     c.   Use its best  efforts to register or qualify the Common  Shares  under
          such state  securities or blue sky laws of such  jurisdictions  as the
          holders may  reasonably  request in  writing,  except that the Company
          shall not for any purpose be required to execute a general  consent to
          service  of  process  or  to  qualify  to  do  business  as a  foreign
          corporation in any jurisdiction wherein it is not so qualified;

     d.   Notify the Purchaser  promptly after it shall receive notice  thereof,
          of the time when such registration statement has become effective or a
          supplement  to  any  prospectus  forming  part  of  such  registration
          statement has been filed;

     e.   Notify  the  Purchaser  as to any  request by the  Commission  for the
          amending or supplementing of such registration statement or prospectus
          or for additional information;

     f.   Prepare and promptly file with the Commission and promptly  notify the
          holders  of the  filing  of  such  amendment  or  supplement  to  such
          registration  statement or  prospectus  as may be necessary to correct
          any statements or omissions if, at the time when a prospectus relating
          to such securities is required to be delivered under the 1933 Act, any
          event shall have  occurred as the result of which any such  prospectus
          or any other  prospectus  as then in effect  would  include  an untrue
          statement  of a  material  fact or omit to  state  any  material  fact
          necessary  to  make  the  statements  therein,  in  the  light  of the
          circumstances  in which  they were  made,  not  misleading;  provided,
          however, that the Company may delay the filing of


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          any such amendment or supplement (for a period not to exceed 90 days),
          if the Company shall in good faith  determine  that such  amendment or
          supplement   would   require   the  Company  to  disclose  a  material
          development or potential material  development  involving the Company,
          the  disclosure of which would have a material  adverse  effect on the
          Company;  provided,  further, that the Company may suspend use of such
          registration  statement  in such  instance or as may be  necessary  to
          update or amend such  registration  statement  to  correct  any untrue
          statement  of a material  fact in, or an omission  of a material  fact
          from,  such  registration  statement;  and

     g.   Advise the Purchaser, promptly after it shall receive notice or obtain
          knowledge thereof, of the issuance of any stop order by the Commission
          suspending the  effectiveness  of such  registration  statement or the
          initiation  or  threatening  of any  proceeding  for that  purpose and
          promptly  use its best  efforts to prevent  the  issuance  of any stop
          order or to obtain its withdrawal if such stop order should be issued;

2.   All fees, costs and expenses of and incidental to the registration required
     by this  Registration  Rights  Agreement  shall be  borne  by the  Company,
     provided,  however,  that any holders  participating  in such  registration
     shall  bear  their  pro  rata  share  of  any  underwriting   discount  and
     commissions   and  transfer  taxes.   The  fees,   costs  and  expenses  of
     registration to be borne by the Company shall include,  without limitation,
     all  registration,  filing,  and NASDAQ (or any other applicable  quotation
     system or exchange) fees,  printing  expenses,  fees and  disbursements  of
     counsel and accountants for the Company,  all legal fees and  disbursements
     and other expenses of complying  with state  securities or blue sky laws of
     any  jurisdictions  in  which  the  securities  to  be  offered  are  to be
     registered  or  qualified,  the  premiums  and other  costs of  policies of
     insurance  against  liability (if any) arising out of such public offering,
     and  reasonable  fees and  disbursements  of one  counsel  for the  selling
     security  holders.  Any other  expenses  incurred by the  selling  security
     holders not expressly included above shall be borne by the selling security
     holders.







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