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Exhibit 10.45

                          REGISTRATION RIGHTS AGREEMENT

     This Agreement dated as of November 15, 1996 is entered into by and among
VIDEOLAN TECHNOLOGIES, INC., a Delaware corporation (the "Company"), and
GOODBODY INTERNATIONAL, INC. ("Goodbody").

     WHEREAS, the Company and Goodbody have entered into a Warrant Agreement of
even date herewith (the "Warrant Agreement") pursuant to which Goodbody has the
right to acquire common stock of the Company; and

     WHEREAS, the Company and Goodbody desire to provide for certain
arrangements with respect to the registration of such shares of common 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:

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

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

          "Holder" shall include Goodbody and any permitted transferee of
Registrable Securities which have not been sold to the public to whom the
registration rights conferred by this Agreement have been transferred in
compliance with Section 7 of this Agreement.

          "Registration Statement" means a registration statement filed by the
Company with the Commission for a public offering and sale of Common Stock
(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); with equivalent state filings.

          "Registration Expenses" means the expenses described in Section 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 which are Registrable Shares shall cease to be Registrable
Shares at such time that the Shares become eligible for resale pursuant to Rule
144(k) under the Securities Act.
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          "Securities Act" means the Securities Act of 1933, as amended, or any
similar 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.


          "Shares" means the shares of Common Stock issued upon exercise of the
Warrant (as defined in the Warrant Agreement).

     2. Incidental Registration.

          (a) Whenever the Company proposes to file a Registration Statement at
any time and from time to time, it will, prior to such filing, give written
notice to the Holder of its intention to do so and, upon the written request of
the Holder given within 20 days after the Company provides such notice (which
request shall state the intended method of disposition of such Registrable
Shares), the Company shall use its best efforts to cause all Registrable Shares
which the Company has been requested by the Holder 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 the Holder; provided that the Company shall have the right to
postpone or withdraw any registration effected pursuant to this Section 2
without obligation to the Holder and provided further that the Company shall be
required to register the Registrable Shares under the securities laws of the
states of only Georgia, Kentucky and one other state designated by the Holder.

          (b) In connection with any registration under this Section 2 involving
an underwriting, the Company shall not be required to include any Registrable
Shares in such registration unless the holders thereof accept the terms of the
underwriting as agreed upon between the Company and the underwriters selected by
it (provided that such terms must be consistent with this Agreement). If in the
opinion of the managing underwriter it is appropriate because of marketing
factors to limit the number of Registrable Shares to be included in the offering
(a "Share Cutback"), then the Company shall be required to include in the
registration only that number of Registrable Shares, if any, which the managing
underwriter believes should be included therein. If the number of Registrable
Shares to be included in the offering in accordance with the foregoing is less
than the total number of shares which the Holder has requested to be included,
then the Holder and other holders of securities entitled to include them in such
registration shall participate in the registration pro rata based upon their
total ownership of shares of Common Stock (giving effect to the conversion into
Common Stock of all securities convertible thereinto). Further, it is agreed
that, with respect to any shareholder who, as of the date of this Agreement, is
a director or executive officer of the Company, the Holder shall have the right,
without expense, to take unto himself that portion of any registration rights
which may be granted such director or executive officer in any registration in
which the Holder would otherwise be subject to Share Cutback. If any holder
would thus be entitled to include more securities than such holder requested to
be registered, the excess shall be allocated among other requesting holders pro
rata in the manner described in the preceding sentence.

          (c) Upon the first registration of the Shares pursuant to this Section
2, the Holder shall not be entitled to any further registration rights under
this Agreement, unless (i) the 


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offering price per Share pursuant to the offering is less than 175% of the
"Exercise Price" (as that term is defined in the Warrant Agreement) or (ii) the
number of Shares to be included in the offering made pursuant to such
registration is limited in accordance with Section 2(b) to a number less than
the total number of Registrable Shares which the Holder has requested to be
included.

          (d) If in connection with any registration under this Section 2, the
Holder is not able to include all of the Registrable Shares in the offering
because of a Share Cutback, and the Registrable Shares not so registered (the
"Excluded Shares") are not subsequently registered under this Section 2 on or
before ___________________, within thirty days thereafter, the Company shall
register the Excluded Shares under the Securities Act and under the securities
laws of the states of Georgia, Kentucky and one other state designated by the
Holder.

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

          (a) 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 and remain effective;

          (b) 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 keep the
Registration Statement effective, in the case of a firm commitment underwritten
public offering, until each underwriter has completed the distribution of all
securities purchased by it and, in the case of any other offering, until the
earlier of the sale of all Registrable Shares covered thereby or 90 days after
the effective date thereof;

          (c) as expeditiously as possible furnish to the Holder such reasonable
numbers of copies of the prospectus, including a preliminary prospectus, in
conformity with the requirements of the Securities Act, and such other documents
as the Holder may reasonably request in order to facilitate the public sale or
other disposition of the Registrable Shares owned by the Holder; and

          (d) 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 Holder shall reasonably
request, and do any and all other acts and things that may be necessary or
desirable to enable the Holder to consummate the public sale or other
disposition in such states of the Registrable Shares owned by the Holder;
provided, however, that the Company shall not be required in connection with
this paragraph (d) to qualify as a foreign corporation or execute a consent to
service of process, other than a consent to service limited to claims or matters
arising out of or in connection with the offering of securities in connection
with the Registration Statement, in any jurisdiction.

     If the Company has delivered preliminary or final prospectuses to the
Holder and after having done so the prospectus is amended to comply with the
requirements of the Securities Act,



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the Company shall promptly notify the Holder and, if requested, the Holder shall
immediately cease making offers of Registrable Shares and return all
prospectuses to the Company. The Company shall promptly provide the Holder with
revised prospectuses and, following receipt of the revised prospectuses, the
Holder shall be free to resume making offers of the Registrable Shares.

     4. Allocation of Expenses. The Company will pay all Registration Expenses
of all registrations under this Agreement. For purposes of this Section 4, 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, state Blue Sky fees and expenses, and the expense of
any special audits incident to or required by any such registration, but
excluding underwriting fees, discounts and selling commissions attributable to
the sale of Registrable Shares and the fees and expenses of counsel retained by
the Holder.

     5. Information from the Holder. The Holder shall furnish to the Company
such information regarding the Holder and the distribution proposed by the
Holder as the Company may reasonably request in writing and as shall be required
in connection with any registration, qualification or compliance referred to in
this Agreement.

     6. Mergers, Etc. The Company shall not, directly or indirectly, enter into
any merger, consolidation or reorganization in which the Company shall not be
the surviving corporation unless the proposed surviving corporation shall, prior
to such merger, consolidation or reorganization, agree in writing to assume the
obligations of the Company under this Agreement, and for that purpose references
hereunder to "Registrable Shares" shall be deemed to be references to the
securities which the Holder would be entitled to receive in exchange for
Registrable Shares under any such merger, consolidation or reorganization;
provided, however, that the provisions of this Section 6 shall not apply in the
event of any merger, consolidation or reorganization in which the Company is not
the surviving corporation if the Holder is entitled to receive in exchange for
his Registrable Shares consideration consisting solely of (i) cash, (ii)
securities of the acquiring corporation which may be immediately sold to the
public without registration under the Securities Act, or (iii) securities of the
acquiring corporation which the acquiring corporation has agreed to register
within 90 days of completion of the transaction for resale to the public
pursuant to the Securities Act. Furthermore, and notwithstanding any other
provision of this Section 6, in the event that the Company should, either
directly or indirectly, enter into any merger, consolidation or reorganization
in which the net capital of the Company should increase or decrease by more than
25% from that immediately before such transaction, all rights of the Holder
hereunder shall be and become immediately exercisable, and the Company shall be
obligated to immediately perform its obligations hereunder.

     7. Transfer or Assignment of Registration Rights. The rights granted to the
Holder by the Company under this Registration Rights Agreement to cause the

Company to register Registrable Securities, may be transferred or assigned to a
transferee or assignee of not less than 50 shares of Preferred Stock, provided
that the Company is given written notice by the Holder at the time of or within
a reasonable time after said transfer or assignment, stating the name and


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address of said transferee or assignee and identifying the securities with
respect to which such registration rights are being transferred or assigned, and
provided further that the transferee or assignee of such rights is not deemed by
the board of directors of the Company, in its reasonable judgment, to be a
competitor of the Company; and provided further that the transferee or assignee
of such rights agrees to be bound by this Registration Rights Agreement.

     8. Termination. All of the Company's obligations to register Registrable
Shares under this Agreement shall terminate five years from the date of this
Agreement.

     9. General.

          (a) Notices. All notices, requests, consents, and other communications
under this Agreement shall be in writing and shall be delivered by hand or
mailed by first class certified or registered mail, return receipt requested,
postage prepaid:

     If to the Company, at 100 Mallard Creek Road, Suite 250, Louisville,
Kentucky 40207, Attention: President, or at such other address or addresses as
may have been furnished in writing by the Company to the Holder, with a copy to
Brown, Todd & Heyburn PLLC, 3200 Providian Center, Louisville, Kentucky 40202,
Attention: William G. Strench; or

     If to the Holder, at 4514 Chamblee Dunwoody Road, Suite 333, Atlanta,
Georgia, 30338, or at such other address or addresses as may have been furnished
to the Company in writing by the Holder.

     Notices provided in accordance with this Section 9(a) shall be deemed
delivered upon personal delivery or two business days after deposit in the mail.

          (b) Entire Agreement. This Agreement embodies the entire agreement and
understanding between the parties hereto with respect to the subject matter
hereof and supersedes all prior agreements and understandings relating to such
subject matter.

          (c) Amendments and Waivers. Any term of this Agreement may be amended
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 Holder. 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.

          (d) Counterparts. This Agreement may be executed in one or more

counterparts, each of which shall be deemed to be an original, but all of which
shall be one and the same document.

          (e) 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.


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          (f) Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the Commonwealth of Kentucky.

     Executed as of the date first written above.

                                    VIDEOLAN TECHNOLOGIES, INC.
                                    ("Company")

                                    By:_________________________________________
                                        Steven B. Rothenberg

                                    Title:Chief Financial Officer
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                                    GOODBODY INTERNATIONAL, INC.
                                    ("Goodbody")

                                    By:_________________________________________
                                        Joseph H. Hale


                                    Title:___________________________________


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