EXHIBIT 4.5

                          REGISTRATION RIGHTS AGREEMENT

     THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is entered into as
of June 30, 1999, by and among NUCLEUS, INC., a Nevada corporation (the
"Company"), and the undersigned investors (each of the undersigned being
singularly referred to as an "Investor" and collectively as the "Investors").

                                R E C I T A L S:

     WHEREAS, pursuant to a Securities Purchase Agreement dated the date
hereof (the "Purchase Agreement") by and between the Company and the Investors,
the Company has agreed to sell and the Investors have agreed to purchase an
aggregate of _________ shares of the Company's Common Stock, par value $.001 per
share (the "Common Stock") and warrants to purchase ________ shares of Common
Stock (the "Warrants"); and

     WHEREAS, pursuant to the terms of, and in partial consideration for,
the Investors' agreement to enter into the Purchase Agreement, the Company has
agreed to provide the Investors with certain registration rights with respect to
the shares of Common Stock acquired under the Purchase Agreement and the Common
Stock issuable upon exercise of the Warrants (the "Shares");

     NOW THEREFORE, in consideration of the mutual promises,
representations, warranties, covenants and conditions set forth in the Purchase
Agreement and this Registration Rights Agreement, the Company and the Investors
agree as follows:

                                   AGREEMENT:

1.   CERTAIN DEFINITIONS.  As used in this Agreement, the following terms shall
have the following respective meanings:

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

     "Common Stock" shall mean the Company's Common Stock, par value $.001
per share.

     "Other Registrable Shares" shall mean those shares (which includes
shares of Common Stock issuable upon exercise of the warrants) of Common Stock
heretofore or hereafter issued pursuant to one or more agreements granting the
purchasers of such securities the right to have the Company register such
securities or include such securities in any other registration of the Company's
equity securities.

     "Registrable Shares" shall mean (i) the Shares (which shall include the
shares of Common Stock issuable upon exercise of the Warrants), and (ii) any
Common Stock of the Company issued or issuable in respect of the Shares or upon
any stock split, stock dividend, recapitalization or similar

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event; provided, however, that Registrable Shares or other securities shall no
longer be treated as Registrable Shares if (A) they have been sold to or through
a broker or dealer or underwriter in a public distribution or a public
securities transaction, (B) they have been sold in a transaction exempt from the
registration and prospectus delivery requirements of the Securities Act so that
all transfer restrictions and restrictive legends with respect thereto are
removed upon consummation of such sale, or (C) the Shares are available for sale
under the Securities Act (including Rule 144), in the opinion of counsel to the
Company, without compliance with the registration and prospectus delivery
requirements of the Securities Act so that all transfer restrictions and
restrictive legends with respect thereto may be removed upon the consummation of
such sale.

     The terms "register," "registered" and "registration" shall refer to a
registration effected by preparing and filing a registration statement in
compliance with the Securities Act and applicable rules and regulations
thereunder, and the declaration or ordering of the effectiveness of such
registration statement.

     "Registration Expenses" shall mean all expenses incurred by the Company
in compliance with Section 2 hereof, including, without limitation all
registration and filing fees, printing expenses, fees and disbursements of
counsel for the Company, blue sky fees and expenses, reasonable fees and
disbursements (not to exceed $10,000) of one counsel for the Investors and any
selling holders of Other Registrable Shares for a limited "due diligence"
examination of the Company incident to such registration (but excluding the
compensation of regular employees of the Company, which shall be paid in any
event by the Company, and excluding all underwriting discounts and selling
commissions applicable to the sale of the Registrable Shares or Other
Registrable Shares).

     "Registration Statement" shall mean the registration statement filed
with the Commission by the Company at the request of the Investor covering the
Shares pursuant to this Agreement.

     "Securities Act" shall mean the Securities Act of 1933, as amended, or
any similar federal statute, and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time.

     "Selling Expenses" shall mean all underwriting discounts and selling
commissions applicable to the sale of Registrable Shares and all fees and
disbursements of one counsel for the Investors and selling holders of Other
Registrable Shares (other than the fees and disbursements of such counsel
included in Registration Expenses).

     "Warrants" shall mean the warrants to purchase shares of Common Stock
granted to the Investors pursuant to the Purchase Agreement.

2.   REQUESTED REGISTRATION.

     (A)  REQUEST FOR REGISTRATION. The Investors hereby request, and the
Company hereby agrees, that (A) within thirty (30) days of the date hereof, the
Company will use its best efforts to file with the Commission a Registration
Statement on Form S-1, Form SB-2 or such other form as is then appropriate for
use by the Company under the Securities Act and (B) the Company shall use

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its best efforts to cause the Registration Statement to be declared effective by
the Commission (including, without limitation, undertaking the actions described
in Section 4), so as to permit or facilitate the sale and distribution of the
Registrable Shares; and (C) the Company shall cause such Registration Statement
to remain effective for a period of two (2) years (subject to the right of the
Company to suspend the effectiveness thereof for not more than an aggregate of
ninety (90) days at no cost to the Company).

     The Registration Statement filed pursuant to the request of the
Investors hereunder may, subject to the provisions of Section 2.2(b) below,
include Other Registrable Shares, or other securities of the Company which are
held by officers or directors of the Company, and may include securities of the
Company being sold for the account of the Company.

     (B)  UNDERWRITING. If the Investors intend to distribute the Shares by
means of an underwriting, it shall so advise the Company. The right of any
holder of Other Registrable Shares to have such shares included in the
registration shall be conditioned upon such holder's participation in such
underwriting and the inclusion of such holder's Other Registrable Shares in such
underwriting (unless otherwise mutually agreed by the Investor and such holder
with respect to such participation and inclusion) to the extent provided herein.

          (i)  If the Company shall request inclusion in any registration
     pursuant to Section 2 of securities being sold for its own account, or if
     officers or directors of the Company holding other securities of the
     Company or holders of Other Registrable Shares, shall request inclusion in
     any registration pursuant to Section 2, the Investors shall, on behalf of
     all holders of Other Registrable Shares, offer to include Other Registrable
     Shares and the securities of the Company, and such officers and directors
     in the underwriting and may condition such offer on their acceptance of the
     further applicable provisions of this Agreement. The Company shall
     (together with all holders of Other Registrable Shares and officers and
     directors proposing to distribute their securities through such
     underwriting) enter into an underwriting agreement in customary form with
     the underwriter or representative of the underwriters selected for such
     underwriting by the Company, which underwriter(s) shall be reasonably
     acceptable to the Investors.

          (ii) Notwithstanding any other provision of this Section 2, if
     the representative of the underwriters advises the Company in writing that
     marketing factors require a limitation on the number of shares to be
     underwritten, the Company shall so advise the Investors and all holders of
     Other Registrable Shares and other shareholders whose securities would
     otherwise be underwritten pursuant to such registration, and the number of
     Other Registrable Shares and other securities that may be included in the
     registration and underwriting shall be allocated in the following manner:
     the securities to be offered by the Company and the securities of the
     Company held by officers and directors of the Company shall be excluded
     from such registration and underwriting to the extent required by such
     limitation, and, if a limitation on the number of shares is still required,
     the Other Registrable Shares shall be excluded pro rata with Registrable
     Shares, unless another method of determining such exclusion is specified in
     the agreements governing the Other Registrable Shares, according to the
     relative number of Other Registrable Shares requested to be

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     included in such registration and underwriting, from such registration and
     underwriting to the extent required by such limitation, and, if a
     limitation on the number of shares is still required, the number of
     Registrable Shares that may be included in the registration and
     underwriting shall be allocated among all holders of Registrable Shares in
     proportion, as nearly as practicable, to the respective amounts of
     Registrable Shares which they had requested to be included in such
     registration at the time of filing the registration statement. No
     Registrable Shares or any other securities excluded from the underwriting
     by reason of the underwriter's marketing limitation shall also be included
     in such registration.

          (iii)     If the Company or any officer, director or holder of
     Other Registrable Shares who has requested inclusion in such registration
     and underwriting as provided above disapproves of the terms of the
     underwriting, such person may elect to withdraw therefrom by written notice
     to the Company, the underwriter and the Investors. The securities so
     withdrawn shall also be withdrawn from registration.

3.   EXPENSES OF REGISTRATION. The Company shall bear all Registration Expenses
incurred in connection with any registration, qualification or compliance of the
Registrable Shares pursuant to this Agreement. All Selling Expenses shall be
borne by the holders of the securities so registered pro rata on the basis of
the number of their shares so registered.

4.   REGISTRATION PROCEDURES.  Pursuant to this Agreement, the Company will keep
the Investors advised in writing as to the initiation of a registration under
this Agreement and as to the completion thereof. At its expense, the Company
will:

          (a) Use reasonable efforts to keep such registration effective
     for a period of two (2) years (subject to the right of the Company to
     suspend the effectiveness thereof for not more than an aggregate of ninety
     (90) days during such two (2) year period) or until the Investors have
     completed the distribution described in the registration statement relating
     thereto or until the securities registered cease to be Registrable Shares,
     whichever first occurs;

          (b)  Prepare and file with the Commission such amendments and
     supplements to such registration statement and the prospectus used in
     connection with such registration statement as may be necessary to comply
     with the provisions of the Securities Act with respect to the disposition
     of securities covered by such registration statement;

          (c)  Furnish such number of prospectuses and other documents
     incidental thereto, including any amendment of or supplement to the
     prospectus, as the Investors from time to time may reasonably request;

          (d)  Use reasonable efforts to (i) register and qualify the
     Registrable Shares covered by the Registration Statement under such other
     securities or blue sky laws of such jurisdictions as the Investors
     reasonably request, (ii) prepare and file in those jurisdictions such
     amendments (including post-effective amendments) and supplements, (iii)
     take such other actions as may be necessary to maintain such registrations
     and qualifications in effect

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     until such date set forth in clause (a) above and (iv) take all other
     actions reasonably necessary or advisable to qualify the Registrable Shares
     for sale in such jurisdictions; provided, however, that the Company shall
     not be required in connection therewith or as a condition thereto to (1)
     qualify to do business in any jurisdiction where it would not otherwise be
     required to qualify but for this Section 4(d), (2) subject itself to
     general taxation in any such jurisdiction, (3) file a general consent to
     service of process in any such jurisdiction, (4) provide any undertakings
     that cause more than nominal expense or burden to the Company or (5) make
     any change in its charter or by-laws, which in each case the Board of
     Directors of the Company determines to be contrary to the best interests of
     the Company and its stockholders;

          (e)  In the event the Investors select underwriters for the
     offering, enter into and perform its obligations under an underwriting
     agreement, in usual and customary form, including, without limitation,
     customary indemnification and contribution obligations, with the managing
     underwriter of such offering;

          (f)  As promptly as practicable after becoming aware of such
     event, notify the Investors of the happening of any event of which the
     Company has knowledge, as a result of which the prospectus included in the
     Registration Statement, as then in effect, includes an untrue statement of
     a material fact or omits to state a material fact required to be stated
     therein or necessary to make the statements therein, in light of the
     circumstances under which they were made, not misleading, and use its best
     efforts promptly to prepare a supplement or amendment to the Registration
     Statement to correct such untrue statement or omission, and deliver a
     number of copies of such supplement or amendment to the Investors as they
     may reasonably request;

          (g)  As promptly as practicable after becoming aware of such
     event, notify the Investors (or, in the event of an underwritten offering,
     the managing underwriters) of the issuance by the Commission of any stop
     order or other suspension of effectiveness of the Registration Statement at
     the earliest possible time;

          (h)  Permit a single firm of counsel designated as selling
     stockholders' counsel to review the Registration Statement and all
     amendments and supplements thereto a reasonable period of time prior to
     their filing with the Commission, and shall not file any document in a form
     to which such counsel reasonably objects;

          (i)  Make generally available to its security holders as soon
     as practical, but not later than ninety (90) days after the close of the
     period covered thereby, an earnings statement (in form complying with the
     provisions of Rule 158 under the Securities Act) covering a twelve-month
     period beginning not later than the first day of the Company's fiscal
     quarter next following the effective date of the Registration Statement;

          (j)  At the request of the underwriter in the event the sale of
     Registrable Shares is underwritten, furnish on the date that Registrable
     Shares are delivered to an underwriter for sale in connection with the
     Registration Statement (i) a letter, dated such date, from the

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     Company's independent certified public accountants in form and substance as
     is customarily given by independent certified public accountants to
     underwriters in an underwritten public offering, addressed to the
     underwriters; and (ii) an opinion, dated such date, from counsel
     representing the Company for purposes of such Registration Statement, in
     form and substance as is customarily given in an underwritten public
     offering, addressed to the underwriters and any selling stockholders;

          (k)  Make available for inspection by the Investors, any
     underwriter participating in any disposition pursuant to the Registration
     Statement, and any attorney, accountant or other agent retained by any such
     holder or underwriter (collectively, the "Inspectors"), all pertinent
     financial and other records, pertinent corporate documents and properties
     of the Company (collectively, the "Records"), as shall be reasonably
     necessary to enable each Inspector to exercise its due diligence
     responsibility, and cause the Company's officers, directors and employees
     to supply all information which any Inspector may reasonably request for
     purposes of such due diligence; provided, however, that each Inspector
     shall hold in confidence and shall not make any disclosure (except to the
     Investors or a holder of Other Registrable Shares) of any Record or other
     information which the Company determines in good faith to be confidential,
     and of which determination the Inspectors are so notified, unless (i) the
     disclosure of such Records is necessary to avoid or correct a misstatement
     or omission in any Registration Statement, (ii) the release of such Records
     is ordered pursuant to a subpoena or other order from a court or government
     body of competent jurisdiction or (iii) the information in such Records has
     been made generally available to the public other than by disclosure in
     violation of this or any other agreement. The Company shall not be required
     to disclose any confidential information in such Records to any Inspector
     until and unless such Inspector shall have entered into confidentiality
     agreements (in form and substance satisfactory to the Company) with the
     Company with respect thereto, substantially in the form of this Section
     4(k). The Investors agree that they shall, upon learning that disclosure of
     such Records is sought in or by a court or governmental body of competent
     jurisdiction or through other means, give prompt notice to the Company and
     allow the Company, at its expense, to undertake appropriate action to
     prevent disclosure of, or to obtain a protective order for, the Records
     deemed confidential. The Company shall hold in confidence and shall not
     make any disclosure of information concerning any Investor provided to the
     Company pursuant to Section 5(e) hereof unless (i) disclosure of such
     information is necessary to comply with federal or state securities laws,
     (ii) the disclosure of such information is necessary to avoid or correct a
     misstatement or omission in any Registration Statement, (iii) the release
     of such information is ordered pursuant to a subpoena or other order from a
     court or governmental body of competent jurisdiction or (iv) such
     information has been made generally available to the public other than by
     disclosure in violation of this or any other agreement. The Company agrees
     that it shall, upon learning that disclosure of such information concerning
     any Investor is sought in or by a court or governmental body of competent
     jurisdiction or through other means, give prompt notice to such Investor,
     at its expense, to undertake appropriate action to prevent disclosure of,
     or to obtain a protective order for, such information;

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          (l)  Use its best efforts to (i) cause all the Registrable
     Shares covered by the Registration Statement to be listed on any national
     securities exchange on which shares of Common Stock are then listed if the
     listing of such Registrable Shares is then permitted under the rules of
     such exchange, (ii) secure designation of all the Registrable Shares
     covered by the Registration Statement as a National Association of
     Securities Dealers Automated Quotations System ("NASDAQ") "national market
     system security" within the meaning of Rule 11Aa2-1 of the Commission under
     the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
     the quotation of the Registrable Shares on the NASDAQ National Market, if
     shares of Common Stock are then so quoted or eligible for quotation or
     (iii) if the Common Stock is not quoted on or eligible for quotation on the
     NASDAQ National Market, secure designation of the Registrable Shares on the
     NASDAQ Small Cap Market or the OTC Bulletin Board, where the Common Stock
     may then be quoted;

          (m)  Provide a transfer agent and registrar, which may be a
     single entity, for the Registrable Shares not later than the effective date
     of the Registration Statement and cause such transfer agent to act in
     accordance with this Agreement;

          (n)  Cooperate with the Investors and the managing underwriter
     or underwriters, if any, to facilitate the timely preparation and delivery
     of certificates (not bearing any restrictive legends) representing the
     Shares sold pursuant to the Registration Statement and enable such
     certificates to be in such denominations or amounts as the case may be, as
     the managing underwriter or underwriters, if any, or the Investors or may
     reasonably request and registered in such names as the managing underwriter
     or underwriters, if any, or the Investors may request; and

          (o)  Take all other reasonable actions necessary to expedite
     and facilitate disposition by the Investors of the Registrable Shares
     pursuant to the Registration Statement.

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5.   INDEMNIFICATION.

     (a)  The Company will indemnify the Investors with respect to which
registration has been effected pursuant to this Agreement, and each underwriter,
if any and each person who controls any underwriter, and their respective
counsel against all claims, losses, damages and liabilities (or actions,
proceedings or settlements in respect thereof) arising out of or based on any
untrue statement (or alleged untrue statement) of a material fact contained in
any prospectus, or other document incident to any such registration, or based on
any omission (or alleged omission) to state therein a material fact required to
be stated therein or necessary to make the statements therein not misleading, or
any violation by the Company of the Securities Act or any rule or regulation
thereunder applicable to the Company in connection with any such registration
and will reimburse the Investors, each such underwriter and each person who
controls any such underwriter, for any legal and any other expenses as they are
reasonably incurred in connection with investigating and defending any such
claim, loss, damage, liability or action, provided, however, that the indemnity
contained in this Section 5(a) shall not apply to amounts paid in settlement of
any such claim, loss, damage, liability or action if such settlement is effected
without the consent of the Company; and provided further that the Company shall
not be liable in any such case to the extent that any such claim, loss, damage,
liability or expense arises out of or is based on any untrue statement or
omission based upon written information furnished to the Company by any Investor
or underwriter and stated to be specifically for use therein. The foregoing
indemnity agreement is further subject to the condition that insofar as it
relates to any untrue statement, alleged untrue statement, omission or alleged
omission made in a preliminary prospectus, such indemnity agreement shall not
inure to the benefit of the foregoing indemnified parties if copies of a final
prospectus correcting the misstatement, or alleged misstatement, omission or
alleged omission upon which such loss, liability, claim or damage is based is
timely delivered to such indemnified party and a copy thereof was not furnished
to the person asserting the loss, liability, claim or damage.

     (b)  Each Investor will indemnify the Company, each of its directors and
officers and each underwriter, if any, of the Company's securities covered by
such a Registration Statement, each person who controls the Company or such
underwriter within the meaning of the Securities Act and the rules and
regulations thereunder and their respective counsel (collectively, the "Company,
Underwriters and Counsel") against all claims, losses, damages and liabilities
(or actions, proceedings or settlements in respect thereof) arising out of or
based on any untrue statement (or alleged untrue statement) of a material fact
relating to such Investor contained in any such registration statement,
prospectus, offering circular or other document, or any omission (or alleged
omission) to state therein a material fact required to be stated therein
relating to such Investor or necessary to make the statements therein relating
to such Investor not misleading or any violation by such Investor of any rule or
regulation promulgated under the Securities Act applicable to such Investor and
relating to action or inaction required of such Investor in connection with any
such registration; and will reimburse the Company, directors, officers,
partners, persons, underwriters or control persons for any legal or any other
expense reasonably incurred in connection with investigating or defending any
such claim, loss, damage, liability or action, in each case to the extent, but
only to the extent, that such untrue statement (or alleged untrue statement) or
omission (or alleged omission) relating to such Investor is made in such
registration statement, prospectus,

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offering circular or other document in reliance upon and in conformity with
written information furnished to the Company by such Investor and stated to be
specifically for use therein; provided, however, that such indemnification
obligations shall not apply if the Company modifies or changes to a material
extent written information furnished by such Investor. Each Investor will
indemnify the Company, Underwriters and Counsel against all claims, losses,
damages and liabilities (or actions, proceedings or settlements in respect
thereof), arising out of or based on any sale of Registrable Shares made by such
Investor following receipt by the Investor of written notice from the Company,
Underwriters or Counsel that the registration statement filed with respect to
such Registrable Shares contains an untrue statement of material fact or omits
to state a material fact necessary in order to make the statements made therein,
in light of the circumstances under which they were made, not misleading.
Notwithstanding the above, the indemnification obligations of each Investor
shall be limited in amount to the net amount of proceeds received by such
Investor from the sale of such Registrable Shares.

     (c)  To the extent any indemnification by an indemnifying party is
prohibited or limited by law, the indemnifying party agrees to make the maximum
contribution with respect to any amounts for which it would otherwise be liable
under Section 5 to the fullest extent permitted by law; provided, however, that
(a) no contribution shall be made under circumstances where the maker would not
have been liable for indemnification under the fault standards set forth in
Section 5, (b) no seller of Registrable Securities guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any seller of Registrable Shares who was
not guilty of such fraudulent misrepresentation and (c) contribution by any
seller of Registrable Shares shall be limited in amount to the net amount of
proceeds received by such seller from the sale of such Registrable Shares.

     (d)  Each party entitled to indemnification under this Section 5 (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 any litigation resulting
therefrom, shall be approved by the Indemnified Party (whose approval shall not
unreasonably be withheld or delayed) and the Indemnified Party may participate
in such defense at such Indemnified Party's expense. 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 to such claim or litigation. Each Indemnified Party shall
furnish such information regarding itself or the claim in question as an
Indemnifying Party may reasonably request in writing and as shall be reasonably
required in connection with defense of such claim and litigation resulting
therefrom.

6.   AGREEMENTS OF INVESTORS. The Investors shall furnish to the Company such
information regarding the Investors and the distribution proposed by the
Investors as the Company may reasonably request in writing and as shall be
reasonably required in connection with any registration referred to in this
Agreement.

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7.   REPORTS UNDER EXCHANGE ACT. With a view to making available to the
Investors the benefits of Rule 144 promulgated under the Securities Act or any
other similar rule or regulation of the Commission that may at any time permit
the Investors to sell securities of the Company to the public without
registration and without imposing restrictions arising under the federal
securities laws on the purchases thereof ("Rule 144") the Company agrees to:

          (a)  make and keep public information available, as those terms are
     understood and defined in Rule 144;

          (b)  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

          (c)  furnish to the Investors so long as the Investors own
     Registrable Shares, promptly upon request, (i) a written statement by the
     Company that it has complied with the reporting requirements of Rule 144,
     the Securities Act and the Exchange Act, (ii) a copy of the most recent
     annual or quarterly report of the Company and such other reports and
     documents so filed by the Company and (iii) such other information as may
     be reasonably requested to permit the Investors to sell such securities
     pursuant to Rule 144 without registration.

8.   MISCELLANEOUS.

          A.   GOVERNING LAW.  This agreement shall be governed by and construed
in accordance with the laws of the State of Illinois without giving effect to
conflict of laws of such jurisdiction.

          B.   SUCCESSORS AND ASSIGNS.  Except as otherwise provided herein,
the provisions hereof shall inure to the benefit of, and be binding upon, the
successors, assigns, heirs, executors and administrators of the parties hereto.

          C.   ENTIRE AGREEMENT. This Agreement constitutes the full and entire
understanding and agreement between the parties with regard to the subject
matter hereof.

          D.   NOTICES, ETC. All notices and other communications required
or permitted hereunder shall be in writing and shall be mailed by first-class
mail, postage prepaid, or delivered by hand or by messenger or courier delivery
service, addressed (a) if to the Investors at such addresses as the Investors
shall have furnished to the Company in writing, or (b) if to the Company at 150
North Michigan Avenue, Suite 3610, Chicago, Illinois 60601, Attn: President, or
at such other address as the Company shall have furnished to Investor and each
such other holder in writing.

          E.   DELAYS OR OMISSIONS.  No delay or omission to exercise any right,
power or remedy accruing to the Investor, upon any breach or default of the
Company under this Agreement, shall impair any such right, power or remedy of
the Investors nor shall it be construed to be a waiver of any such breach or
default, or an acquiescence therein, or of or in any similar breach or default

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thereunder occurring, nor shall any waiver of any single breach or default be
deemed a waiver of any other breach or default thereafter occurring. Any waiver,
permit, consent or approval of any kind or character on the part of the
Investors of any breach or default under this Agreement, or any waiver on the
part of any party of any provisions of conditions of this Agreement, must be in
writing and shall be effective only to the extent specifically set forth in such
writing. All remedies, either under this Agreement, or by law or otherwise
afforded to the Investor, shall be cumulative and not alternative.

          F.   COUNTERPARTS.  This agreement may be executed in any number of
counterparts, each of which shall be enforceable against the parties actually
executing such counterparts, and all of which together shall constitute one
instrument.

          G.   SEVERABILITY.  In the case any provision of this Agreement shall
be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired
thereby.

          H.   AMENDMENTS.  The provisions of this Agreement may be amended at
any time and from time to time, and particular provisions of this Agreement may
be waived, with and only with an agreement or consent in writing signed by the
Company and by the Investors.

          I.   TERMINATION OF REGISTRATION RIGHTS.  This Agreement shall
terminate at such time as the Shares no longer constitute Registrable Shares.

                            [Signature page follows]

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     The foregoing Registration Rights Agreement is hereby executed as of
the date first above written.

COMPANY:                                          INVESTORS:

NUCLEUS, INC.

By:_____________________________                  _____________________________
    John C. Paulsen, President

                                                  _____________________________


                                                  _____________________________

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