EXHIBIT 4.3




                          REGISTRATION RIGHTS AGREEMENT

     THIS REGISTRATION  RIGHTS AGREEMENT (this  "Agreement") is made and entered
into as of July 13, 2000, by and between Diversified Product Inspections,  Inc.,
a Florida corporation (the "Company"),  and Thomson Kernaghan & Co. Limited (the
"Purchaser").

                             Preliminary Statements

         In connection with the consummation of the transactions contemplated by
that certain Common Stock Purchase Agreement (the "Purchase  Agreement") of even
date  herewith by and between  the  Company and the  Purchaser,  the Company has
agreed,  upon the  terms and  subject  to the  conditions  of the  Common  Stock
Purchase  Agreement,  to issue  and sell to the  Purchaser  25,000  shares ( the
"Shares") of the Company's Common Stock (the "Common Stock").

         The  Company  has  also  agreed,  upon the  terms  and  subject  to the
conditions  of the Purchase  Agreement,  to issue to the  Purchaser a Warrant to
purchase 7,500 shares of Common Stock (the  "Purchaser's  Warrant") and to issue
to the  Agent a Warrant  to  purchase  5,000  shares of the  Common  Stock  (the
"Agent's Warrant").

         The  Shares,  the  Purchaser's  Warrant  and the  Agent's  Warrant  are
collectively  referred to as the  "Securities."  The Common Stock  issuable upon
exercise of the Purchaser's  Warrant is called the "Purchaser's  Warrant Shares"
and the Common Stock issuable upon exercise of the Agent's Warrant is called the
"Agent's Warrant Shares" (the Purchaser's Warrant Shares and the Agent's Warrant
Shares are sometimes collectively referred to as the "Warrant Shares").

         To induce the Purchaser to execute and deliver the Purchase  Agreement,
the Company has agreed,  pursuant to the terms and conditions of this Agreement,
to provide certain  registration  rights with respect to the Common Shares,  and
the Warrant Shares.

                                    Agreement

         In consideration of the foregoing,  the mutual covenants and conditions
set forth in this Agreement and for other good and valuable  consideration,  the
receipt and sufficiency of which are hereby acknowledged, the parties, intending
to become legally bound, hereby agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

         As used in this Agreement, the following terms shall have the following
respective meanings:

         "Agent" shall mean Thomson Kernaghan & Co. Limited.


<PAGE>



         "Agent's  Warrant" shall have the meaning  ascribed to such term in the
Preliminary Statements to this Agreement.

         "Agent's  Warrant Shares" shall have the meaning  ascribed to such term
in the Preliminary Statements to this Agreement.

         "Agreement"  shall mean this Registration  Rights  Agreement,  made and
entered into as of July 13, 2000, by and between the Company and the Purchaser.

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

         "Shares"  shall  have  the  meaning   ascribed  to  such  term  in  the
Preliminary Statements to this Agreement.

         "Purchase  Agreement"  shall have the meaning  ascribed to such term in
the Preliminary Statements to this Agreement.

         "Company" shall mean Diversified Product Inspections, Inc., a Florida
corporation.

         "Exchange  Act"  shall mean the  Securities  Exchange  Act of 1934,  as
amended, or any successor federal statute,  and the rules and regulations of the
Commission thereunder, all as in effect from time to time.

         "Filing  Deadline"  shall  have the  meaning  ascribed  to such term in
Section 2.1 of this Agreement.

         "Holder" or "Holders" shall mean (a) the Purchaser,  to the extent that
the  Purchaser  holds  Registrable  Securities,   and  (b)  any  Person  holding
Registrable Securities as a transferee of the Purchaser (directly or indirectly,
including subsequent transfers).

         "Person" shall mean any  individual,  corporation,  partnership,  joint
venture, association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.

         "Purchase  Agreement"  shall mean,  that certain  Common Stock Purchase
Agreement,  dated  as of July 13,  2000,  by and  between  the  Company  and the
Purchaser.

         "Purchaser" shall mean Thomson Kernaghan & Co. Limited, as Agent.

         "Purchaser's  Warrant" shall have the meaning  ascribed to such term in
the Preliminary Statements to this Agreement.

         "Purchaser's  Warrant  Shares" shall have the meaning  ascribed to such
term in the Preliminary Statements to this Agreement.

         The terms "register,"  "registered" and "registration" shall refer to a
registration  effected by preparing and filing with the  Commission  one or more
registration statements covering


<PAGE>



Registrable Securities in compliance with the Securities Act that is declared or
ordered effective by the Commission.

         "Registrable  Securities"  shall mean the Common Shares,  the Converted
Common Shares,  the  Purchaser's  Warrant Shares and the Agent's Warrant Shares,
and any  shares  of  capital  stock  issued  or  issuable  with  respect  to the
Securities,  the  Purchaser's  Warrant Shares or the Agent's Warrant Shares as a
result of any stock split, stock dividend, recapitalization, exchange or similar
event;  provided,  however,  that such securities  shall cease to be Registrable
Securities  when (a) a registration  statement  with respect to such  securities
shall have been declared  effective under the Securities Act and such securities
shall have been  disposed of pursuant to the  registration  statement,  (b) such
securities  are  distributed  to the  public  pursuant  to Rule  144(k)  (or any
successor  provisions)   promulgated  under  the  Securities  Act  or  (c)  such
securities shall have ceased to be outstanding.

         "Registration Deadline" shall have the meaning ascribed to such term in
Section 2.1 of this Agreement.

         "Registration  Expenses"  shall mean all expenses  incurred in order to
comply with Article II hereof, including,  without limitation,  all registration
and filing fees,  printing  expenses,  fees and disbursements of counsel for the
Company,  reasonable fees and  disbursements of one (1) counsel for the Holders,
blue sky fees and expenses, and the expense of any special audits incident to or
required by any such  registration,  but excluding the  compensation  of regular
employees  of the Company  (which shall be paid in any event by the Company) and
excluding Selling Expenses.

         "Restricted  Securities"  shall mean  Registrable  Securities  that are
"restricted securities" as defined in Rule 144 under the Securities Act.

         "Securities"  shall  have  the  meaning  ascribed  to such  term in the
Preliminary Statements to this Agreement.

         "Securities Act" shall mean the Securities Act of 1933, as amended,  or
any successor  federal statute,  and the rules and regulations of the Commission
thereunder, all as in effect from time to time.

         "Selling  Expenses" shall mean all  underwriting  discounts and selling
commissions  incurred in connection  with the sale of  securities  pursuant to a
registration effected hereunder.

         "Warrant  Shares"  shall have the meaning  ascribed to such term in the
Preliminary Statements to this Agreement.

         Capitalized  terms used in this  Agreement  and not  otherwise  defined
herein shall have the respective meanings ascribed to such terms in the Purchase
Agreements.

                                   ARTICLE II
                               REGISTRATION RIGHTS

Section 2.1       Mandatory Registration.



<PAGE>



                  (a) The Company  shall  prepare  and file with the  Commission
         within  ninety (90) days from the date of this  Agreement  (the "Filing
         Deadline") a registration  statement or registration  statements (as is
         necessary)  on Form SB-2 or Form S-1  covering  (i) the issuance of the
         Warrant  Shares,  and  (ii)  the  resale  of  all  of  the  Registrable
         Securities.  Such registration  statement shall initially  register for
         resale at least 100% of the Common Shares,  and the Warrant Shares. The
         Company shall use its best efforts to have the  registration  statement
         declared  effective  by the  Commission  within one  hundred and twenty
         (120) days after the Filing Deadline (the "Registration Deadline"). The
         Company  shall permit the  registration  statement to become  effective
         within five (5)  business  days after  receipt of a "no review"  notice
         from the Commission.  Such registration statement shall be kept current
         and  effective  for the greater of (i) a period of at least twelve (12)
         months from the Closing  Date and (ii) a period of at least ninety (90)
         days after the  Purchaser's  Warrant and the Agent's Warrant shall have
         been fully  exercised  or expired.  If a  registration  statement  with
         respect  to  the  Registrable   Securities  is  not  effective  on  the
         Registration  Deadline date, the Company agrees to and shall pay a cash
         penalty equal to two percent (2%) per month of the  aggregate  purchase
         price of the Registrable Securities,  payable monthly and pro-rated for
         partial months until the registration statement is effective.

         Section  2.2  Expenses  of  Registration.   All  Registration  Expenses
incurred  in  connection  with any  registration,  qualification  or  compliance
pursuant to Section 2.1 shall be borne by the Company;  and all Selling Expenses
in connection with such registration, qualification or compliance shall be borne
by the  holders of the  securities  so  registered  pro rata on the basis of the
number of shares so registered.

         Section 2.3 Registration Procedures.  In the case of each registration,
qualification or compliance effected by the Company pursuant to this Article II,
the Company  will keep each Holder  advised in writing as to the  initiation  of
each  registration,  qualification  and  compliance  and  as to  the  completion
thereof. At its expense, the Company will:

                  (a) 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 all securities covered by such registration statement;

                  (b)  furnish  to the  Holders  such  numbers  of  copies  of a
         prospectus,  including a preliminary prospectus, in conformity with the
         requirement of the Securities Act, and such other documents as they may
         reasonably  request  (including  a conformed  copy of the  registration
         statement  filed with the Commission and any amendments  thereto and an
         original  executed  underwriting  agreement  entered into in connection
         with such  registration)  in order to  facilitate  the  disposition  of
         Registrable Securities owned by them;

                  (c)  use  reasonable  efforts  to  register  and  qualify  the
         securities  covered  by such  registration  statement  under such other
         securities  or blue sky laws of one (1)  jurisdiction  (in  addition to
         those  jurisdictions  in which the Company has  otherwise  agreed to so
         register and qualify such securities) as shall be reasonably  requested
         by the  Holders,  provided  that the  Company  shall not be required in
         connection  therewith  or as a  condition  thereto  to  qualify  to do
         business  or to file a general  consent  to  service of process in any
         such states or jurisdictions;


<PAGE>



                  (d) in the event of any underwritten  public  offering,  enter
         into and perform its obligations  under an underwriting  agreement with
         the managing underwriter(s) of such offering; each Holder participating
         in such underwriting  shall also enter into and perform its obligations
         under such underwriting agreement;

                  (e) notify each Holder of  Registrable  Securities  covered by
         such  registration  statement,  at any time when a prospectus  relating
         thereto is required to be delivered  under the  Securities  Act, of the
         happening of any event as a result of which the prospectus  included in
         such  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 not
         misleading in the light of the circumstances then existing; and

                  (f)  furnish,   at  the  request  of  any  Holder   requesting
         registration of Registrable  Securities pursuant to this Article II, on
         the  date  that  such  Registrable  Securities  are  delivered  to  the
         underwriters for sale in connection with registration  pursuant to this
         Article II, if such securities are being sold through underwriters,  or
         on the date  that  the  registration  statement  with  respect  to such
         securities  becomes  effective,  if such  securities are not being sold
         through  underwriters,  (i) a copy of any opinion,  dated such date, of
         the  counsel   representing  the  Company  for  the  purposes  of  such
         registration,  addressed to the underwriters of the Company, and (ii) a
         copy of any letter,  dated such date, from the independent  accountants
         of the Company, addressed to the underwriters of the Company.


         Each Holder of Registrable  Securities  agrees that upon receipt of any
notice from the Company of the  happening of any event of the kind  described in
clause  (f)  of  this  Section  2.3,  such  Holder  will  forthwith  discontinue
disposition of Registrable  Securities  pursuant to the  registration  statement
covering such  Registrable  Securities until such Holder's receipt of the copies
of a supplemented or amended prospectus and, if so directed by the Company, such
Holder will deliver to the Company (at the Company's expense), all copies, other
than permanent file copies then in such Holder's  possession,  of the prospectus
covering such Registrable  Securities that was in effect prior to such amendment
or supplement.  In the event the Company shall give any such notice,  the period
set forth in clause (a) of this  Section  2.3 shall be extended by the number of
days during the period from and  including the date of the giving of such notice
pursuant to clause (e) of this Section 2.3 to and  including  the date when each
seller of Registrable  Securities  covered by such registration  statement shall
have received the copies of a supplemented or amended prospectus.

         Section 2.4       Indemnification.

                  (a) The Company  will  indemnify  each Holder,  each  Holder's
         officers,  directors and  partners,  and each Person  controlling  such
         Holder  (collectively,   "Holder's  Parties"),   participating  in  any
         registration,  qualification,  or compliance  effected pursuant to this
         Article II with respect to Registrable  Securities  held by such Holder
         and  each  underwriter,  if any,  and  each  Person  who  controls  any
         underwriter,  against all claims,  losses,  damages and liabilities (or
         actions in respect thereof), including any of the


<PAGE>



         foregoing  incurred  in  settlement  of any  litigation,  commenced  or
         threatened,  to which they may become subject under the Securities Act,
         the Exchange Act or other federal or state law, arising out of or based
         on (i) any untrue statement (or alleged untrue statement) of a material
         fact contained in any  prospectus,  offering  circular or other similar
         document (including any related registration statement, notification or
         the  like)  incident  to  any  such   registration,   qualification  or
         compliance,  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 (ii) any violation by
         the  Company of any  federal,  state or common  law rule or  regulation
         applicable  to the Company in  connection  with any such  registration,
         qualification  or  compliance,  and will  reimburse  each such Holder's
         Parties  each such  underwriter,  and each Person who controls any such
         underwriter,  for any legal and any other expenses  reasonably incurred
         in connection  with  investigating  or defending any such claim,  loss,
         damage,  liability or action,  as incurred,  provided  that the Company
         will 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,  made in reliance on and in  conformity
         with  written  information  furnished  to the Company by such  Holder's
         Parties  or  underwriter  or  Person   controlling   such   underwriter
         specifically for use in the preparation thereof.

                  (b) Each Holder will, if Registrable  Securities  held by such
         Holder are included in the  securities  as to which such  registration,
         qualification  or  compliance  is  being  effected,  severally  and not
         jointly,  indemnify  the Company,  each of its  directors and officers,
         each underwriter,  if any, of the Company  securities covered by such a
         registration  statement,  and each Person who  controls  the Company or
         such underwriter  within the meaning of the Securities Act, against all
         claims, losses, damages and liabilities (or actions in respect thereof)
         arising out of or based on (i) any untrue  statement (or alleged untrue
         statement)  of a  material  fact  contained  in any  such  registration
         statement,  prospectus, offering circular or other similar document, or
         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, and will reimburse the Company, such directors,
         officers, Persons, underwriters or control Persons for any legal or any
         other expenses  reasonably incurred in connection with investigating or
         defending  any such  claim,  loss,  damage,  liability  or  action,  as
         incurred, in each case to the extent, but only to the extent, that such
         untrue statement (or alleged untrue  statement) or omission (or alleged
         omission) is made in such registration statement,  prospectus, offering
         circular or other document in reliance upon and in conformity  with the
         written   information   furnished   to  the   Company  by  such  Holder
         specifically for use in the preparation  thereof, or (ii) any violation
         by any  such  Holder  of any  federal,  state  or  common  law  rule or
         regulation   applicable   to  such  Holder  in   connection   with  the
         distribution of securities  pursuant to a registration  statement,  and
         will reimburse the Company,  such Holders,  such  directors,  officers,
         Persons,  underwriters  or  control  Persons  for any  legal  any other
         expenses  reasonably  incurred  in  connection  with  investigating  or
         defending  any such  claim,  loss,  damage,  liability,  or action,  as
         incurred;  provided,  however, that the obligations of each such Holder
         hereunder shall be limited to an amount equal to the aggregate proceeds
         received by such Holder in such offering.

                  (c) Each party entitled to indemnification  under this Section
         2.4 (the  "Indemnified  Party") shall give notice to the party required
         to provide  indemnification  (the "Indemnifying  Party") promptly after
         such Indemnified Party has received written


<PAGE>



         notice  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
         litigation,  shall be approved by the Indemnified Party (whose approval
         shall  not  unreasonably  be  withheld).   The  Indemnified  Party  may
         participate in such defense at such party's expense; provided, however,
         that the  Indemnifying  Party shall bear the expense of such defense of
         one counsel  representing the Indemnified  Party if  representation  of
         both parties by the same counsel would be  inappropriate  due to actual
         or  potential  conflicts of  interest.  The failure of any  Indemnified
         Party  to  give  notice  as  provided  herein  shall  not  relieve  the
         Indemnifying Party of its obligations under this Section 2.4, except to
         the extent such failure to give notice shall  materially  and adversely
         prejudice  the  Indemnifying  Party in the defense of any such claim or
         any such litigation.  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
         that 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.

                  (d) (i) If the  indemnification  provided  for in this Section
                  2.4  is  held  by a  court  of  competent  jurisdiction  to be
                  unavailable to an Indemnified  Party with respect to any loss,
                  liability,  claim,  damage or expense referred to herein, then
                  the  Indemnifying  Party  hereunder  shall  contribute  to the
                  amount paid or payable by such  Indemnified  Party as a result
                  of such loss,  liability,  claim,  damage or expense,  in such
                  proportion as is  appropriate to reflect the relative fault of
                  the  Indemnifying  Party on the one  hand and the  Indemnified
                  Party on the other hand in connection  with the  statements or
                  omissions  which  resulted  in such  loss,  liability,  claim,
                  damage  or  expense  as well as any other  relevant  equitable
                  considerations.  The relative fault of the Indemnifying  Party
                  and of the Indemnified  Party shall be determined by reference
                  to, among other things,  whether the untrue or alleged  untrue
                  statement  of a  material  fact  or the  omission  to  state a
                  material   fact  relates  to   information   supplied  by  the
                  Indemnifying  Party  or  by  the  Indemnified  Party  and  the
                  parties' relevant intent, knowledge, access to information and
                  opportunities   to  correct  or  prevent  such   statement  or
                  omission.

                           (ii) The parties  agree that it would not be just and
                  equitable  if  contribution  pursuant to this Section 2.4 were
                  determined  by pro rata  allocation  or by any other method of
                  allocation  that  does  not  take  account  of  the  equitable
                  considerations  referred to above.  The amount paid or payable
                  by an  Indemnified  Party as a result of the  claims,  losses,
                  damages and  liabilities  referred to above shall be deemed to
                  include, subject to the limitations set forth above, any legal
                  or other  expenses  reasonably  incurred  by such  Indemnified
                  Party in connection with  investigating  or defending any such
                  action or claim.

                           (iii) No Holder that is a seller of Registrable Stock
                  covered by such registration  statement or Person  controlling
                  such seller other than the Company  shall be obligated to make
                  contribution hereunder that in the aggregate exceeds the total
                  public  offering price of the  Registrable  Stock sold by such
                  Holder,  less the  aggregate  amount of any damages  that such
                  Holder  and  its  controlling   Persons  have  otherwise  been
                  required to pay pursuant to this Section 2.4. The obligations


<PAGE>



                  of such Holders to  contribute  are several in  proportion  to
                  their respective  ownership of the securities  covered by such
                  registration statement and not joint.

                           (iv) The indemnity and  contribution  provided herein
                  shall  be in  addition  to,  and not in  lieu  of,  any  other
                  liability that one party may have to another.

         Section  2.5   Information  by  Holder.   Each  Holder  of  Registrable
Securities  included  in any  registration  shall  furnish to the  Company  such
information  regarding such Holder and the distribution  proposed by such Holder
as the Company  may  request in writing  and as shall be required in  connection
with any registration,  qualification or compliance  referred to in this Article
II.

         Section 2.6 Rule 144  Reporting.  With a view to making  available  the
benefits of certain rules and regulations of the Commission that may at any time
permit the sale of the Restricted Securities to the public without registration,
the Company agrees to:

                  (a)  use  its  best  efforts  to  facilitate  the  sale of the
         Restricted  Securities  to the public  without  registration  under the
         Securities Act, pursuant to Rule 144 under the Securities Act;

                  (b) make and keep public information available, as those terms
         are understood and defined in Rule 144 under the Securities Act, at all
         times  after the  effective  date of the first  registration  statement
         filed by the Company for an offering of its  securities  to the general
         public;

                  (c) 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 (at any time after it has become  subject to such
         reporting requirements); and

                  (d) so long as a Holder  owns  any  Restricted  Securities  to
         furnish to the Holder forthwith upon request a written statement by the
         Company as to its compliance with the public  information  requirements
         of said Rule 144, and the reporting  requirements of the Securities Act
         and the  Exchange  Act, a copy of the most recent  annual or  quarterly
         report of the Company, and such other reports and documents so filed by
         the Company as a Holder may  reasonably  request in availing  itself of
         any rule or regulation of the Commission  allowing a Holder to sell any
         such securities without registration.

         Section 2.7 Transfer of Registration  Rights.  The rights granted under
this  Article  II may be  assigned  or  otherwise  conveyed  by  any  Holder  of
Registrable  Securities  to any  transferee,  subject  to  compliance  with  all
applicable securities laws and regulations.

Section 2.8       Certain Limitations in Connection with
                  Future Grants of Registration
                  Rights.



<PAGE>



         From and after the date of this  Agreement,  without the prior  written
consent of the Holders of a majority of the Registrable Securities,  the Company
shall not enter into any agreement with any holder or prospective  holder of any
securities  of the  Company  providing  for  the  granting  to  such  holder  of
registration  rights that would be superior to those granted to Holders pursuant
to Section 2.1.

         Section  2.9  Restrictions  on  Market  Manipulation.  In the event any
shares of Common Stock are offered or sold by any Holder in a registration, each
such Holder will:

                  (a) advise the Company in writing of any offer,  sale or other
         disposition  by it of any Common  Stock in any manner other than as set
         forth in the registration  statement or any prospectus included therein
         on or for the 30-day  period  prior to the filing of such  registration
         statement until the distribution  under the registration  statement has
         been completed;

                  (b) not effect any stabilization activity in connection with
         the Company's Common Stock;

                  (c) not bid or purchase, for any account in which it has a
         beneficial  interest,any  Common  Stock  except  as may  be  permitted
         pursuant to Rule 10b-6 under the Exchange Act (if applicable);

                  (d) not until it has sold all of such shares of Common  Stock,
         attempt to induce any Person to purchase any Common Stock except as may
         be permitted pursuant to Rule 10b-6; and

                  (e) not until it has sold all such shares of Common Stock, pay
         any compensation  for soliciting  another to purchase any securities of
         the Company, except as may be permitted pursuant to Rule 10b-6.

                                   ARTICLE III
                                  MISCELLANEOUS

         Section 3.1 Governing Law; Jurisdiction and Venue. This Agreement shall
be  governed  by and  interpreted  in  accordance  with the laws of the State of
Florida;  provided,  however,  that  if  any  provision  of  this  Agreement  is
unenforceable  under the laws of the State of Florida,  but is enforceable under
the laws of the  Province  of  Ontario,  Canada,  then such  provision  shall be
governed  by and  interpreted  in  accordance  with the laws of the  Province of
Ontario.  The parties agree that the courts of the Province of Ontario,  Canada,
shall have exclusive  jurisdiction  and venue for the  adjudication of any civil
action  between  them  arising  out of relating  to this  Agreement,  and hereby
irrevocably consent to such jurisdiction and venue.

         Section 3.2  Successors  and  Assignees.  Except as otherwise  provided
herein,  the  provisions  hereof  shall  inure to the benefit of, and be binding
upon, the successors,  assignees,  heirs,  executors and  administrators (as the
case may be) of the parties hereto.

         Section  3.3 Entire  Agreement.  This  Agreement  constitutes  the full
and entire  understanding  and agreement  between the parties with regard to the
subject matter hereof.



<PAGE>



         Section 3.4 Notices, etc. All notices and other communications required
or  permitted  hereunder  shall be in writing and shall be  effective  four days
after mailed by first-class  mail,  postage prepaid,  or otherwise  delivered by
hand or by messenger, addressed (a) if to the Purchaser, at 365 Bay Street, 10th
Floor, Toronto, Ontario M5H 2V2, Canada, Attention: Mark E. Valentine, Chairman;
(b) if to any other Holder of  Registrable  Securities,  at such address as such
Holder shall have furnished the Company in writing, or, until any such Holder so
furnishes  an address  to the  Company,  then to and at the  address of the last
Holder of such  Registrable  Securities  who has so  furnished an address to the
Company; or (c) if to the Company,  at 1778 Doyle Road, Deltona,  Florida 32725,
Attention: John Van Zyll, President.

         Section 3.5 Delays or  Omissions.  No delay or omission to exercise any
right,  power or remedy  accruing to any Holder of any  Registrable  Securities,
upon any breach or default of the Company under this Agreement, shall impair any
such  right,  power or remedy of such Holder 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  thereunder  occurring  nor shall any  waiver of any
single  breach or  default  be deemed a waiver  of any other  breach or  default
theretofore or thereafter occurring.  Any waiver, permit, consent or approval of
any kind or character  on the part of any Holder of any breach or default  under
this  Agreement  or any  waiver on the part of any Holder of any  provisions  or
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 any Holder shall be cumulative
and not alternative.

         Section 3.6 Counterparts.  This Agreement may be executed in any number
of  counterparts,  each of which may be executed by less than all of the parties
hereto,  each of  which  shall  be  enforceable  against  the  parties  actually
executing  such  counterparts  and all of which  together  shall  constitute one
instrument.

         Section 3.7 Severability.  In the event 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.

         Section 3.8 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  Holders of a majority  of the  Registrable  Securities
voting as a single class.

         The parties have executed this Registration  Rights Agreement as of the
date first written above.
                         DIVERSIFIED PRODUCT INSPECTIONS, INC.

                       By: /s/ John VanZyll
                          ------------------------------------
                          Name: John VanZyll
                          Title: President

                          THOMSON KERNAGHAN & CO. LIMITD, AS
                          AGENT

                       By: /s/ M McKinnon
                          -------------------------------------
                          Name: M.  McKinnon
                          Title: as agent