EXHIBIT 10.13
                          REGISTRATION RIGHTS AGREEMENT
                          -----------------------------


     This Registration  Rights Agreement (this  "Agreement") is made and entered
into as of April 23, 2002,  between  Armitec Inc., a Delaware  corporation  (the
"Company")  and  the  purchaser  listed  on  Schedule  I  attached  hereto  (the
"Purchaser")

     This  Agreement is being  entered  into  pursuant to the  Convertible  Note
Purchase  Agreement,  dated as of the date  hereof  between  the Company and the
Purchaser (the "Purchase Agreement").

     The Company and the Purchaser hereby agree as follows:

1.   Definitions.


     Capitalized  terms used and not  otherwise  defined  herein  shall have the
meanings given such terms in the Purchase Agreement.  As used in this Agreement,
the following terms shall have the following meanings:

     "Affiliate"  means,  with  respect to any  Person,  any other  Person  that
directly or indirectly controls or is controlled by or under common control with
such Person.  For the  purposes of this  definition,  "control,"  when used with
respect to any Person, means the possession, direct or indirect, of the power to
direct or cause the  direction  of the  management  and policies of such Person,
whether  through the ownership of voting  securities,  by contract or otherwise;
and the terms of  "affiliated,"  "controlling"  and  "controlled"  have meanings
correlative to the foregoing.

     "Board" shall have meaning set forth in Section 3(n).

     "Business  Day"  means any day  except  Saturday,  Sunday and any day which
shall be a legal holiday or a day on which banking  institutions in the state of
New York generally are authorized or required by law or other government actions
to close.

     "Closing  Date" means the date of the closing of the  purchase  and sale of
the Notes and Warrant Shares pursuant to the Purchase Agreement.

     "Commission" means the Securities and Exchange Commission.

     "Common  Stock" means the Company's  Common Stock,  par value  $0.00167 per
share.

     "Effectiveness Date" means with respect to the Registration Statement on or
before September 30, 2002.

     "Effectiveness Period" shall have the meaning set forth in Section 2(a).

<PAGE>

     "Event" shall have the meaning set forth in Section 7(e)(i).

     "Event Date" shall have the meaning set forth in Section 7(e)(i).

     "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     "Filing Date" means on or before July 1, 2002.

     "Holder" or "Holders" means the holder or holders, as the case may be, from
time to time of Registrable Securities.

     "Indemnified Party" shall have the meaning set forth in Section 5(c).

     "Indemnifying Party" shall have the meaning set forth in Section 5(c).

     "Losses" shall have the meaning set forth in Section 5(a).

     "Person"  means  an  individual  or  a  corporation,   partnership,  trust,
incorporated or  unincorporated  association,  joint venture,  limited liability
company, joint stock company,  government (or an agency or political subdivision
thereof) or other entity of any kind.

     "Proceeding"  means an action,  claim,  suit,  investigation  or proceeding
(including,  without limitation, an investigation or partial proceeding, such as
a deposition), whether commenced or threatened.

     "Prospectus"  means the prospectus  included in the Registration  Statement
(including,  without  limitation,  a prospectus  that  includes any  information
previously omitted from a prospectus filed as part of an effective  registration
statement in reliance upon Rule 430A  promulgated  under the Securities Act), as
amended or supplemented by any prospectus supplement,  with respect to the terms
of the  offering of any  portion of the  Registrable  Securities  covered by the
Registration  Statement,  and  all  other  amendments  and  supplements  to  the
Prospectus,  including post-effective  amendments, and all material incorporated
by reference in such Prospectus.

     "Registrable  Securities"  means the shares of Common Stock  issuable  upon
conversion of the Note and the shares of Common Stock  issuable upon exercise of
the Warrant;  provided,  however, that Registrable Securities shall include (but
not be limited to) a number of shares of Common Stock equal to no less than 200%
of the maximum  number of shares of Common  Stock  which would be issuable  upon
conversion  of the  Note  and  upon  exercise  of  the  Warrant,  assuming  such
conversion  and  exercise  occurred  on the  Closing  Date or the  Filing  Date,
whichever  date would result in the greater  number of  Registrable  Securities.
Such registered  shares of Common Stock shall be allocated among the Holders pro
rata based on the total number of Registrable  Securities  issued or issuable as
of each date that a Registration Statement,  as amended,  relating to the resale
of  the  Registrable   Securities  is  declared  effective  by  the  Commission.
Notwithstanding  anything herein contained to the contrary, if the actual number
of shares of Common Stock issuable upon conversion of the Note and upon exercise
of the Warrant  exceeds  200% of the number of shares of Common  Stock  issuable

<PAGE>

upon  conversion  of the Note and upon  exercise  of the  Warrant  based  upon a
computation  as at the Closing  Date or the Filing Date,  the term  "Registrable
Securities" shall be deemed to include such additional shares of Common Stock.

     "Registration   Statement"  means  the  registration   statements  and  any
additional  registration  statements contemplated by Section 2(a), including (in
each case) the  Prospectus,  amendments  and  supplements  to such  registration
statement or  Prospectus,  including  pre- and  post-effective  amendments,  all
exhibits   thereto,   and  all  material   incorporated  by  reference  in  such
registration statement.

     "Rule 144" means Rule 144  promulgated  by the  Commission  pursuant to the
Securities  Act, as such Rule may be amended  from time to time,  or any similar
rule or regulation  hereafter adopted by the Commission having substantially the
same effect as such Rule.

     "Rule 158" means Rule 158  promulgated  by the  Commission  pursuant to the
Securities  Act, as such Rule may be amended  from time to time,  or any similar
rule or regulation  hereafter adopted by the Commission having substantially the
same effect as such Rule.

     "Rule 415" means Rule 415  promulgated  by the  Commission  pursuant to the
Securities  Act, as such Rule may be amended  from time to time,  or any similar
rule or regulation  hereafter adopted by the Commission having substantially the
same effect as such Rule.

     "Securities Act" means the Securities Act of 1933, as amended.

     "Special  Counsel" means any special counsel to the Holders,  for which the
Holders will be reimbursed by the Company pursuant to Section 4.

2.   Continuous and Delayed Offering Registration.

     On or prior to the Filing Date the Company  shall prepare and file with the
Commission a Registration  Statement covering all Registrable  Securities for an
offering to be made on a continuous basis pursuant to Rule 415. The Registration
Statement shall be on Form S-2 or other  appropriate form. The Company shall (i)
not permit any securities  other than the Registrable  Securities to be included
in the  Registration  Statement  without the consent of the  Purchaser  with the
exception  of those  disclosed  in Schedule II, and (ii) use its best efforts to
cause the Registration  Statement to be declared  effective under the Securities
Act as promptly as possible after the filing thereof,  but in any event prior to
the  Effectiveness  Date, and to keep such Registration  Statement  continuously
effective  under the Securities Act until such date as is the earlier of (x) the
date when all Registrable Securities covered by such Registration Statement have
been  sold or (y) the  date on  which  the  Registrable  Securities  may be sold
without any restriction pursuant to Rule 144 as determined by the counsel to the
Company  pursuant  to a  written  opinion  letter,  addressed  to the  Company's
transfer  agent to such effect (the  "Effectiveness  Period").  If an additional
Registration  Statement  is  required to be filed  because the actual  number of
shares of Common Stock into which the Notes are convertible and the Warrants are

<PAGE>

exercisable exceeds the number of shares of Common Stock initially registered in
respect  of the  Conversion  Shares  and  the  Warrant  Shares  based  upon  the
computation on the Closing Date, the Company shall have forty five (45) business
Days to file such additional Registration  Statement,  and the Company shall use
its best efforts to cause such additional  Registration Statement to be declared
effective  by the  Commission  as soon as  possible,  but in no event later than
ninety (90) days after filing.

3.   Registration Procedures.

     In connection with the Company's registration  obligations  hereunder,  the
Company shall:

     (a) Prepare and file with the  Commission on or prior to the Filing Date, a
Registration  Statement  on Form  S-2,  or the  appropriate  form  required,  in
accordance  with the method or methods of  distribution  thereof as specified by
the  Holders  (except  if  otherwise  directed  by the  Holders),  and cause the
Registration  Statement  to become  effective  and remain  effective as provided
herein;  provided,  however,  that not less than five (5) Business Days prior to
the  filing of the  Registration  Statement  or any  related  Prospectus  or any
amendment  or  supplement   thereto   (including  any  document  that  would  be
incorporated therein by reference), the Company shall (i) furnish to the Holders
and any  Special  Counsel,  copies of all such  documents  proposed to be filed,
which documents (other than those  incorporated by reference) will be subject to
the review of such Holders and such Special Counsel, and (ii) cause its officers
and directors,  counsel and independent  certified public accountants to respond
to such inquiries as shall be necessary, in the reasonable opinion of counsel to
such Holders,  to conduct a reasonable  investigation  within the meaning of the
Securities  Act. The Company  shall not file the  Registration  Statement or any
such Prospectus or any amendments or supplements thereto to which the Holders of
a majority of the Registrable Securities or any Special Counsel shall reasonably
object in writing within three (3) Business Days of their receipt thereof.

     (b) (i) Prepare and file with the  Commission  such  amendments,  including
post-effective  amendments, to the Registration Statement as may be necessary to
keep the  Registration  Statement  continuously  effective as to the  applicable
Registrable  Securities for the  Effectiveness  Period and prepare and file with
the Commission such additional  Registration Statements in order to register for
resale under the Securities Act all of the  Registrable  Securities;  (ii) cause
the related Prospectus to be amended or supplemented by any required  Prospectus
supplement,  and as so  supplemented or amended to be filed pursuant to Rule 424
(or any similar  provisions then in force) promulgated under the Securities Act;
(iii)  respond  as  promptly  as  possible  to any  comments  received  from the
Commission with respect to the Registration  Statement or any amendment  thereto
and as promptly as possible  provide the Holders true and complete copies of all
correspondence   from  and  to  the  Commission  relating  to  the  Registration
Statement;  and (iv) comply in all material  respects with the provisions of the
Securities  Act and the  Exchange  Act with  respect to the  disposition  of all
Registrable   Securities  covered  by  the  Registration  Statement  during  the
applicable  period in accordance with the intended methods of disposition by the
Holders thereof set forth in the Registration Statement as so amended or in such
Prospectus as so supplemented.

<PAGE>

     (c) Notify the Holders of Registrable Securities to be sold and any Special
Counsel as promptly as possible (and, in the case of (i)(A) below, not less than
five (5) days  prior  to such  filing)  and (if  requested  by any such  Person)
confirm such notice in writing no later than one (1) Business Day  following the
day (i)(A) when a Prospectus  or any  Prospectus  supplement  or  post-effective
amendment to the  Registration  Statement is proposed to be filed;  (B) when the
Commission  notifies  the  Company  whether  there  will be a  "review"  of such
Registration  Statement and whenever the Commission  comments in writing on such
Registration Statement and (C) with respect to the Registration Statement or any
post-effective  amendment,  when  the  same has  become  effective;  (ii) of any
request by the Commission or any other Federal or state  governmental  authority
for amendments or supplements to the Registration Statement or Prospectus or for
additional  information;  (iii) of the  issuance by the  Commission  of any stop
order suspending the effectiveness of the Registration Statement covering any or
all of the Registrable  Securities or the initiation of any Proceedings for that
purpose;  (iv) if at any time any of the  representations  and warranties of the
Company  contained in any  agreement  contemplated  hereby ceases to be true and
correct in all  material  respects;  (v) of the  receipt  by the  Company of any
notification  with respect to the suspension of the  qualification  or exemption
from  qualification  of  any of  the  Registrable  Securities  for  sale  in any
jurisdiction,  or the  initiation  or  threatening  of any  Proceeding  for such
purpose;  and (vi) of the  occurrence of any event that makes any statement made
in the  Registration  Statement or  Prospectus or any document  incorporated  or
deemed to be incorporated therein by reference untrue in any material respect or
that requires any revisions to the Registration  Statement,  Prospectus or other
documents so that, in the case of the Registration  Statement or the Prospectus,
as the case may be, it will not contain any untrue  statement of a material fact
or omit to state any material fact required to be stated therein or necessary to
make the statements  therein, in the light of the circumstances under which they
were made, not misleading.

     (d) Use its best efforts to avoid the  issuance  of, or, if issued,  obtain
the  withdrawal  of,  (i)  any  order   suspending  the   effectiveness  of  the
Registration Statement or (ii) any suspension of the qualification (or exemption
from  qualification)  of any of  the  Registrable  Securities  for  sale  in any
jurisdiction, at the earliest practicable moment.

     (e)  If  requested  by  the  Holders  of a  majority  in  interest  of  the
Registrable  Securities,  (i) promptly incorporate in a Prospectus supplement or
post-effective  amendment to the Registration  Statement such information as the
Company  reasonably agrees should be included therein and (ii) make all required
filings of such Prospectus  supplement or such post-effective  amendment as soon
as practicable after the Company has received  notification of the matters to be
incorporated in such Prospectus supplement or post-effective amendment.

     (f) Furnish to each  Holder and any Special  Counsel,  without  charge,  at
least one  conformed  copy of each  Registration  Statement  and each  amendment
thereto,   including   financial   statements  and   schedules,   all  documents
incorporated or deemed to be incorporated therein by reference, and all exhibits
to the extent requested by such Person (including those previously  furnished or
incorporated by reference)  promptly after the filing of such documents with the
Commission.

<PAGE>

     (g)  Promptly  deliver to each  Holder  and any  Special  Counsel,  without
charge, as many copies of the Prospectus or Prospectuses (including each form of
prospectus)  and each  amendment  or  supplement  thereto  as such  Persons  may
reasonably  request;  and  the  Company  hereby  consents  to the  use  of  such
Prospectus  and each  amendment  or  supplement  thereto by each of the  selling
Holders in connection with the offering and sale of the  Registrable  Securities
covered by such Prospectus and any amendment or supplement thereto.

     (h) Prior to any public  offering of Registrable  Securities,  use its best
efforts to register  or qualify or  cooperate  with the selling  Holders and any
Special  Counsel  in  connection  with the  registration  or  qualification  (or
exemption  from  such   registration  or   qualification)  of  such  Registrable
Securities  for offer and sale  under  the  securities  or Blue Sky laws of such
jurisdictions  within the United  States as any Holder  requests in writing,  to
keep each such registration or qualification (or exemption  therefrom) effective
during  the  Effectiveness  Period  and to do any and all  other  acts or things
necessary or advisable to enable the  disposition in such  jurisdictions  of the
Registrable Securities covered by a Registration Statement;  provided,  however,
that the Company  shall not be required to qualify  generally  to do business in
any  jurisdiction  where it is not then so  qualified or to take any action that
would subject it to general service of process in any such jurisdiction where it
is not then so subject or subject  the Company to any  material  tax in any such
jurisdiction where it is not then so subject.

     (i) Cooperate  with the Holders to facilitate  the timely  preparation  and
delivery of certificates representing Registrable Securities to be sold pursuant
to a Registration Statement, which certificates shall be free of all restrictive
legends,  and to enable such Registrable  Securities to be in such denominations
and registered in such names as any Holder may request at least two (2) Business
Days prior to any sale of Registrable Securities.

     (j) Upon the occurrence of any event  contemplated by Section 3(c)(vi),  as
promptly  as  possible,   prepare  a  supplement  or   amendment,   including  a
post-effective  amendment,  to the Registration Statement or a supplement to the
related  Prospectus or any document  incorporated  or deemed to be  incorporated
therein  by  reference,  and file  any  other  required  document  so  that,  as
thereafter  delivered,  neither the  Registration  Statement nor such Prospectus
will contain an untrue  statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements  therein,
in the light of the circumstances under which they were made, not misleading.

     (k) Use its best efforts to cause all  Registrable  Securities  relating to
such  Registration  Statement to be listed on the OTC Bulletin Board, The Nasdaq
Small-Cap Market and any other securities exchange,  quotation system or market,
if any, on which similar securities issued by the Company are then listed as and
when required pursuant to the Purchase Agreement.

     (l)  Comply  in  all  material  respects  with  all  applicable  rules  and
regulations  of the  Commission  and make  generally  available  to its security
holders  earning  statements  satisfying  the provisions of Section 11(a) of the
Securities Act and Rule 158 not later than 45 days after the end of any 12-month
period  (or 90 days  after the end of any  12-month  period if such  period is a
fiscal  year)  commencing  on the first day of the first  fiscal  quarter of the
Company after the effective date of the Registration Statement,  which statement
shall conform to the requirements of Rule 158.

<PAGE>

     (m) The Company may require each  selling  Holder to furnish to the Company
information  regarding  such  Holder and the  distribution  of such  Registrable
Securities as is required by law to be disclosed in the Registration  Statement,
and the Company may exclude from such registration the Registrable Securities of
any such Holder who  unreasonably  fails to furnish  such  information  within a
reasonable time after receiving such request.

     If the Registration  Statement refers to any Holder by name or otherwise as
the holder of any  securities  of the  Company,  then such Holder shall have the
right to require (if such  reference  to such Holder by name or otherwise is not
required by the Securities Act or any similar federal statute then in force) the
deletion of the  reference to such Holder in any  amendment or supplement to the
Registration  Statement  filed or  prepared  subsequent  to the time  that  such
reference ceases to be required.

     Each Holder  covenants and agrees that (i) it will not sell any Registrable
Securities under the Registration  Statement until it has received copies of the
Prospectus as then amended or  supplemented  as contemplated in Section 3(g) and
notice from the Company that such Registration  Statement and any post-effective
amendments  thereto have become  effective as  contemplated  by Section 3(c) and
(ii) it and its officers,  directors or Affiliates, if any, will comply with the
prospectus delivery  requirements of the Securities Act as applicable to them in
connection  with sales of Registrable  Securities  pursuant to the  Registration
Statement.

     Each Holder agrees by its acquisition of such Registrable  Securities that,
upon receipt of a notice from the Company of the  occurrence of any event of the
kind described in Section 3(c)(ii),  3(c)(iii),  3(c)(iv),  3(c)(v) or 3(c)(vi),
such  Holder  will  forthwith   discontinue   disposition  of  such  Registrable
Securities under the  Registration  Statement until such Holder's receipt of the
copies of the  supplemented  Prospectus  and/or amended  Registration  Statement
contemplated  by Section 3(j), or until it is advised in writing (the  "Advice")
by the Company that the use of the applicable Prospectus may be resumed, and, in
either case, has received copies of any additional or supplemental  filings that
are incorporated or deemed to be incorporated by reference in such Prospectus or
Registration Statement.

     (n) If (i) there is material non-public  information  regarding the Company
which the Company's Board of Directors (the "Board")  reasonably  determines not
to be in the  Company's  best  interest to disclose and which the Company is not
otherwise  required  to  disclose,  or  (ii)  there  is a  significant  business
opportunity  (including,  but not limited to, the  acquisition or disposition of
assets  (other  than  in  the  ordinary  course  of  business)  or  any  merger,
consolidation,  tender  offer or other  similar  transaction)  available  to the
Company which the Board  reasonably  determines  not to be in the Company's best
interest  to  disclose,  then the  Company  may  postpone  or suspend  filing or
effectiveness  of a  registration  statement  for a  period  not  to  exceed  20
consecutive  days,  provided  that the Company  may not  postpone or suspend its
obligation under this Section 3(n) for more than 30 days in the aggregate during
any 12 month period; provided,  however, that no such postponement or suspension
shall be permitted for  consecutive 20 day periods,  arising out of the same set
of facts, circumstances or transactions. This event would be deemed a default.

<PAGE>

4.   Registration Expenses.

     All fees and expenses  incident to the  performance  of or compliance  with
this Agreement by the Company,  except as and to the extent specified in Section
4(b), shall be borne by the Company whether or not the Registration Statement is
filed or becomes  effective and whether or not any  Registrable  Securities  are
sold pursuant to the Registration  Statement.  The fees and expenses referred to
in  the  foregoing  sentence  shall  include,   without   limitation,   (i)  all
registration and filing fees (including,  without limitation,  fees and expenses
(A) with respect to filings  required to be made with the OTC Bulletin Board and
each other  securities  exchange or market on which  Registrable  Securities are
required hereunder to be listed, (B) with respect to filings required to be made
with  the  National  Association  of  Securities  Dealers,  Inc.  and  the  NASD
Regulation,  Inc. and (C) in compliance  with state  securities or Blue Sky laws
(including,  without  limitation,  fees and  disbursements  of  counsel  for the
Holders in connection with Blue Sky qualifications of the Registrable Securities
and  determination  of  the  eligibility  of  the  Registrable   Securities  for
investment under the laws of such  jurisdictions as the Holders of a majority of
Registrable  Securities  may  designate)),  (ii) printing  expenses  (including,
without limitation, expenses of printing certificates for Registrable Securities
and of printing prospectuses if the printing of prospectuses is requested by the
holders of a majority of the Registrable Securities included in the Registration
Statement),  (iii)  messenger,  telephone and delivery  expenses,  (iv) fees and
disbursements of counsel for the Company and Special Counsel for the Holders, in
the case of the Special Counsel,  to a maximum amount of $5,000,  (v) Securities
Act liability insurance, if the Company so desires such insurance, and (vi) fees
and expenses of all other Persons retained by the Company in connection with the
consummation of the  transactions  contemplated  by this  Agreement,  including,
without limitation,  the Company's independent public accountants (including the
expenses  of any  comfort  letters  or costs  associated  with the  delivery  by
independent  public  accountants  of a comfort  letter or comfort  letters).  In
addition,  the Company  shall be  responsible  for all of its internal  expenses
incurred in connection with the consummation of the transactions contemplated by
this Agreement (including,  without limitation, all salaries and expenses of its
officers and employees  performing legal or accounting  duties),  the expense of
any annual audit, the fees and expenses  incurred in connection with the listing
of the Registrable Securities on any securities exchange as required hereunder.

5.   Indemnification.

     (a) Indemnification by the Company. The Company shall,  notwithstanding any
termination  of this  Agreement,  indemnify and hold  harmless each Holder,  the
officers,  directors,  agents,  brokers  (including  brokers  who offer and sell
Registrable  Securities  as  principal as a result of a pledge or any failure to
perform under a margin call of Common Stock),  investment advisors and employees
of each of them, each Person who controls any such Holder (within the meaning of
Section 15 of the  Securities  Act or Section  20 of the  Exchange  Act) and the
officers,  directors,  agents and employees of each such controlling  Person, to
the fullest  extent  permitted by  applicable  law, from and against any and all
losses,  claims,  damages,  liabilities,  costs (including,  without limitation,
costs of preparation and attorneys' fees) and expenses (collectively, "Losses"),
<PAGE>

as  incurred,  arising  out of or  relating  to any  untrue  or  alleged  untrue
statement  of a material  fact  contained  in the  Registration  Statement,  any
Prospectus or any form of  prospectus or in any amendment or supplement  thereto
or in any preliminary prospectus,  or arising out of or relating to any omission
or  alleged  omission  of a  material  fact  required  to be stated  therein  or
necessary to make the statements  therein (in the case of any Prospectus or form
of prospectus or supplement  thereto,  in the light of the  circumstances  under
which  they were made) not  misleading,  except to the  extent,  but only to the
extent,  that  such  untrue  statements  or  omissions  are  based  solely  upon
information  regarding  such Holder  furnished in writing to the Company by such
Holder expressly for use therein,  which information was reasonably relied on by
the Company for use  therein or to the extent that such  information  relates to
such Holder or such Holder's  proposed  method of  distribution  of  Registrable
Securities  and was  reviewed and  expressly  approved in writing by such Holder
expressly for use in the Registration Statement, such Prospectus or such form of
Prospectus or in any amendment or supplement  thereto.  The Company shall notify
the Holders promptly of the  institution,  threat or assertion of any Proceeding
of which the Company is aware in connection with the  transactions  contemplated
by this Agreement.

     (b)  Indemnification  by Holders.  Each  Holder  shall,  severally  and not
jointly,  indemnify  and hold  harmless the Company,  the  directors,  officers,
agents and employees,  each Person who controls the Company  (within the meaning
of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the
directors,  officers,  agents or employees of such controlling  Persons,  to the
fullest  extent  permitted by applicable  law,  from and against all Losses,  as
incurred,  arising solely out of or based solely upon any untrue  statement of a
material fact contained in the Registration  Statement,  any Prospectus,  or any
form of  prospectus,  or arising solely out of or based solely upon any omission
of a  material  fact  required  to be stated  therein or  necessary  to make the
statements  therein  (in the case of any  Prospectus  or form of  prospectus  or
supplement  thereto,  in the light of the  circumstances  under  which they were
made) not misleading,  to the extent,  but only to the extent,  that such untrue
statement or omission is contained in any information so furnished in writing by
such  Holder to the  Company  specifically  for  inclusion  in the  Registration
Statement or such  Prospectus and that such  information  was reasonably  relied
upon by the Company for use in the  Registration  Statement,  such Prospectus or
such form of prospectus or to the extent that such  information  relates to such
Holder  or  such  Holder's   proposed  method  of  distribution  of  Registrable
Securities  and was  reviewed and  expressly  approved in writing by such Holder
expressly for use in the Registration Statement, such Prospectus or such form of
Prospectus.

     (c) Conduct of  Indemnification  Proceedings.  If any  Proceeding  shall be
brought or asserted  against  any Person  entitled to  indemnity  hereunder  (an
"Indemnified  Party"),  such Indemnified  Party promptly shall notify the Person
from whom  indemnity  is sought (the  "Indemnifying  Party) in writing,  and the
Indemnifying Party shall assume the defense thereof, including the employment of
counsel reasonably  satisfactory to the Indemnified Party and the payment of all
fees and expenses  incurred in connection with defense thereof;  provided,  that
the failure of any  Indemnified  Party to give such notice shall not relieve the
Indemnifying Party of its obligations or liabilities pursuant to this Agreement,
except (and only) to the extent that it shall be finally  determined  by a court
of  competent  jurisdiction  (which  determination  is not  subject to appeal or
further  review)  that  such  failure  shall  have  proximately  and  materially
adversely prejudiced the Indemnifying Party.

<PAGE>

     An Indemnified Party shall have the right to employ separate counsel in any
such  Proceeding  and to participate  in the defense  thereof,  but the fees and
expenses of such counsel  shall be at the expense of such  Indemnified  Party or
Parties  unless:  (1) the  Indemnifying  Party has agreed in writing to pay such
fees and expenses;  or (2) the Indemnifying  Party shall have failed promptly to
assume  the  defense  of  such  Proceeding  and  to  employ  counsel  reasonably
satisfactory to such Indemnified Party in any such Proceeding;  or (3) the named
parties to any such Proceeding  (including any impleaded  parties)  include both
such Indemnified  Party and the Indemnifying  Party, and such Indemnified  Party
shall have been  advised by counsel  that a conflict  of  interest  is likely to
exist if the same  counsel  were to  represent  such  Indemnified  Party and the
Indemnifying  Party (in which  case,  if such  Indemnified  Party  notifies  the
Indemnifying  Party in writing that it elects to employ separate  counsel at the
expense of the Indemnifying  Party,  the  Indemnifying  Party shall not have the
right to assume the defense  thereof and such counsel shall be at the expense of
the  Indemnifying  Party).  The  Indemnifying  Party shall not be liable for any
settlement of any such Proceeding  effected without its written  consent,  which
consent shall not be unreasonably withheld. No Indemnifying Party shall, without
the prior written consent of the Indemnified Party, effect any settlement of any
pending Proceeding in respect of which any Indemnified Party is a party,  unless
such settlement includes an unconditional release of such Indemnified Party from
all liability on claims that are the subject matter of such Proceeding.

     All fees and expenses of the Indemnified  Party (including  reasonable fees
and  expenses  to the  extent  incurred  in  connection  with  investigating  or
preparing  to defend  such  Proceeding  in a manner not  inconsistent  with this
Section) shall be paid to the Indemnified  Party,  as incurred,  within ten (10)
Business Days of written notice thereof to the Indemnifying Party (regardless of
whether it is ultimately determined that an Indemnified Party is not entitled to
indemnification  hereunder;  provided,  that the Indemnifying  Party may require
such  Indemnified  Party to undertake to reimburse all such fees and expenses to
the extent it is finally  judicially  determined that such Indemnified  Party is
not entitled to indemnification hereunder).

     (d) Contribution. If a claim for indemnification under Section 5(a) or 5(b)
is  unavailable  to an  Indemnified  Party  because of a failure or refusal of a
governmental  authority to enforce such  indemnification  in accordance with its
terms (by reason of public policy or otherwise),  then each Indemnifying  Party,
in lieu of indemnifying such Indemnified  Party,  shall contribute to the amount
paid or payable by such  Indemnified  Party as a result of such Losses,  in such
proportion as is appropriate  to reflect the relative fault of the  Indemnifying
Party and  Indemnified  Party in  connection  with the  actions,  statements  or
omissions that resulted in such Losses as well as any other  relevant  equitable
considerations.  The relative fault of such  Indemnifying  Party and Indemnified
Party shall be  determined  by  reference  to, among other  things,  whether any
action in  question,  including  any untrue or  alleged  untrue  statement  of a
material fact or omission or alleged omission of a material fact, has been taken
or made by, or relates to information  supplied by, such Indemnifying,  Party or
Indemnified  Party,  and the  parties'  relative  intent,  knowledge,  access to
information  and  opportunity  to correct or prevent such  action,  statement or
omission.  The amount paid or payable by a party as a result of any Losses shall

<PAGE>

be deemed to include,  subject to the limitations set forth in Section 5(c), any
reasonable  attorneys'  or other  reasonable  fees or expenses  incurred by such
party in connection with any Proceeding to the extent such party would have been
indemnified  for such fees or expenses if the  indemnification  provided  for in
this Section was available to such party in accordance with its terms.

     The  parties  hereto  agree  that it  would  not be just and  equitable  if
contribution  pursuant  to  this  Section  5(d)  were  determined  by  pro  rata
allocation or by any other method of allocation  that does not take into account
the equitable considerations referred to in the immediately preceding paragraph.
No Person guilty of fraudulent  misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to  contribution  from any Person
who was not guilty of such fraudulent misrepresentation.

     The indemnity and contribution  agreements contained in this Section are in
addition  to any  liability  that  the  Indemnifying  Parties  may  have  to the
Indemnified Parties

6.   Rule 144.

     As long as any Holder owns Shares,  Conversion Shares,  Warrants or Warrant
Shares,  the Company  covenants to timely file (or obtain  extensions in respect
thereof and file within the applicable  grace period) all reports required to be
filed by the Company after the date hereof pursuant to Section 13(a) or 15(d) of
the  Exchange  Act and to promptly  furnish the Holders  with true and  complete
copies  of all such  filings.  As long as any  Holder  owns  Shares,  Conversion
Shares,  Warrants  or Warrant  Shares,  if the  Company is not  required to file
reports  pursuant to Section 13(a) or 15(d) of the Exchange Act, it will prepare
and furnish to the Holders and make publicly  available in accordance  with Rule
144(c)  promulgated  under the  Securities  Act annual and  quarterly  financial
statements, together with a discussion and analysis of such financial statements
in form and  substance  substantially  similar to those that would  otherwise be
required  to be included  in reports  required by Section  13(a) or 15(d) of the
Exchange Act, as well as any other  information  required  thereby,  in the time
period that such  filings  would have been  required to have been made under the
Exchange  Act.  The Company  further  covenants  that it will take such  further
action as any Holder may  reasonably  request,  all to the extent  required from
time to time to enable such Person to sell Conversion  Shares and Warrant Shares
without  registration  under the  Securities  Act within the  limitation  of the
exemptions  provided by Rule 144 promulgated under the Securities Act, including
providing  any legal  opinions  relating to such sale pursuant to Rule 144. Upon
the request of any Holder,  the Company  shall  deliver to such Holder a written
certification  of a duly  authorized  officer as to whether it has complied with
such requirements.

     The Maker's failure to comply with a Conversion Notice tendered within five
(5)  business  days after the  receipt by the Maker of the  Conversion  would be
deemed  a  default  of this  Agreement.  The  Note  itself  does  not have to be
delivered until fully paid.

     The Company  acknowledges that a breach by it of its obligations  hereunder
will cause irreparable harm to the Buyers by vitiating the intent and purpose of
the transaction contemplated hereby. Accordingly,  the Company acknowledges that
the remedy at law for a breach of its  obligations  under this Agreement will be
inadequate  and  agrees,  in the event of a breach or  threatened  breach by the

<PAGE>

Company of the provisions of this Agreement,  that the Buyers shall be entitled,
in addition to all other available remedies at law or in equity, and in addition
to the penalties assessable herein, to an injunction or injunctions restraining,
preventing or curing any breach of this  Agreement  and to enforce  specifically
the terms and provisions hereof,  without the necessity of showing economic loss
and without any bond or other security being required.

     If during any twelve month  period,  the Company fails to remove any legend
as required for an aggregate of thirty days, the Holder of the Security that the
Company  failed to remove the legend may at his  option,  require the Company to
purchase all or any portion of the legended  securities at a price equal to 120%
of the higher of value that the  security  could have been sold for during  that
period or the price paid for such security.


7.   Miscellaneous.

     (a)  Remedies.  In the event of a breach by the Company or by a Holder,  of
any of their  obligations under this Agreement,  each Holder or the Company,  as
the case may be, in addition to being entitled to exercise all rights granted by
law and under this Agreement, including recovery of damages, will be entitled to
specific  performance of its rights under this  Agreement.  The Company and each
Holder agree that monetary damages would not provide  adequate  compensation for
any losses incurred by reason of a breach by it of any of the provisions of this
Agreement  and  hereby  further  agrees  that,  in the event of any  action  for
specific  performance in respect of such breach, it shall waive the defense that
a remedy at law would be adequate.

     (b)  No  Inconsistent  Agreements.  Neither  the  Company  nor  any  of its
subsidiaries  has, as of the date hereof  entered into and  currently in effect,
nor shall the Company or any of its  subsidiaries,  on or after the date of this
Agreement,  enter into any  agreement  with  respect to its  securities  that is
inconsistent  with the  rights  granted  to the  Holders  in this  Agreement  or
otherwise conflicts with the provisions hereof.  Except as disclosed in Schedule
2.1(c)  of  the  Purchase  Agreement,   neither  the  Company  nor  any  of  its
subsidiaries  has  previously  entered  into any  agreement  currently in effect
granting any  registration  rights with respect to any of its  securities to any
Person.  Without  limiting the generality of the foregoing,  without the written
consent  of the  Holders  of a  majority  of the  then  outstanding  Registrable
Securities,  the Company  shall not grant to any Person the right to request the
Company to register  any  securities  of the Company  under the  Securities  Act
unless the rights so granted are subject in all  respects to the prior rights in
full of the Holders set forth herein, and are not otherwise in conflict with the
provisions of this Agreement.

     (c) No  Piggyback  on  Registrations.  Neither  the  Company nor any of its
security holders (other than the Holders in such capacity  pursuant hereto or as
disclosed in Schedule 2.1(c) of the Purchase  Agreement) may include  securities
of the Company in the  Registration  Statement,  and the Company shall not after
the date  hereof  enter into any  agreement  providing  such right to any of its
securityholders,  unless the right so granted is subject in all  respects to the
prior rights in full of the Holders set forth  herein,  and is not  otherwise in
conflict with the provisions of this Agreement.

<PAGE>

     (d) Piggy-Back Registrations. If at any time when there is not an effective
Registration  Statement  covering (i) Conversion  Shares or (ii) Warrant Shares,
the  Company  shall  determine  to  prepare  and  file  with  the  Commission  a
registration  statement  relating  to an  offering  for its own  account  or the
account of others  under the  Securities  Act of any of its  equity  securities,
other  than on Form S-4 or Form S-8 (each as  promulgated  under the  Securities
Act) or their then equivalents relating to equity securities to be issued solely
in  connection  with  any  acquisition  of any  entity  or  business  or  equity
securities  issuable in connection  with stock option or other employee  benefit
plans, the Company shall send to each holder of Registrable  Securities  written
notice of such  determination  and, if within  thirty (30) days after receipt of
such notice,  any such holder shall so request in writing,  (which request shall
specify the Registrable Securities intended to be disposed of by the Purchaser),
the  Company  will  cause  the  registration  under  the  Securities  Act of all
Registrable  Securities  which the Company has been so  requested to register by
the holder, to the extent requisite to permit the disposition of the Registrable
Securities  so to be  registered,  provided  that if at any  time  after  giving
written  notice of its  intention  to register any  securities  and prior to the
effective  date of the  registration  statement  filed in  connection  with such
registration,  the Company shall  determine for any reason not to register or to
delay  registration of such securities,  the Company may, at its election,  give
written notice of such determination to such holder and,  thereupon,  (i) in the
case of a determination not to register,  shall be relieved of its obligation to
register any Registrable  Securities in connection with such  registration  (but
not from its  obligation to pay expenses in  accordance  with Section 4 hereof),
and (ii) in the case of a determination to delay registering, shall be permitted
to delay  registering any Registrable  Securities being  registered  pursuant to
this  Section  7(d) for the same period as the delay in  registering  such other
securities.  The Company shall include in such registration statement all or any
part of such  Registrable  Securities  such holder  requests  to be  registered;
provided,  however,  that the Company  shall not be  required  to  register  any
Registrable  Securities pursuant to this Section 7(d) that are eligible for sale
pursuant to Rule 144(k) of the  Securities  Act. In the case of an  underwritten
public  offering,  if  the  managing  underwriter(s)  or  underwriter(s)  should
reasonably  object  to the  inclusion  of the  Registrable  Securities  in  such
registration statement, then if the Company after consultation with the managing
underwriter  should reasonably  determine that the inclusion of such Registrable
Securities,  would materially adversely affect the offering contemplated in such
registration statement,  and based on such determination recommends inclusion in
such  registration  statement of fewer or none of the Registrable  Securities of
the  Holders,  then (x) the  number of  Registrable  Securities  of the  Holders
included in such  registration  statement  shall be reduced  pro-rata among such
Holders  (based  upon the  number  of  Registrable  Securities  requested  to be
included  in the  registration),  if the  Company  after  consultation  with the
underwriter(s)  recommends the inclusion of fewer Registrable Securities, or (y)
none of the  Registrable  Securities  of the  Holders  shall be included in such
registration   statement,   if  the   Company   after   consultation   with  the
underwriter(s)  recommends the inclusion of none of such Registrable Securities;
provided, however, that if Securities are being offered for the account of other
persons or entities as well as the Company, such reduction shall not represent a
greater fraction of the number of Registrable  Securities intended to be offered
by the Holders  than the  fraction of similar  reductions  imposed on such other
persons or entities (other than the Company).

<PAGE>

     (e) Failure to File  Registration  Statement and Other Events.  The Company
and the Purchaser agree that the Holders will suffer damages if the Registration
Statement is not filed on or prior to the Filing Date and not declared effective
by the Commission on or prior to the Effectiveness  Date (subject to the Company
meeting its commitment to respond to all comments in a reasonable timely manner)
and maintained in the manner  contemplated  herein during the Effectiveness Time
or if certain other events occur. The Company and the Holders further agree that
it would not be feasible to ascertain the extent of such damages with precision.
Accordingly,  if (A) the Registration  Statement is not filed on or prior to the
Filing Date, or is not declared  effective by the  Commission on or prior to the
Effectiveness  Date (or in the event an  additional  Registration  Statement  is
filed  because the actual  number of shares of Common Stock into which the Notes
are convertible and the Warrants are exercisable exceeds the number of shares of
Common Stock initially  registered is not filed and declared  effective with the
time periods set forth in Section  2(a)),  or (B) the Company fails to file with
the  Commission  a request  for  acceleration  in  accordance  with  Rule  12d-2
promulgated  under the Exchange  Act within five (5)  Business  Days of the date
that the Company is notified (orally or in writing, whichever is earlier) by the
Commission that a Registration  Statement will not be "reviewed," or not subject
to further review, or (C) the Registration  Statement is filed with and declared
effective  by the  Commission  but  thereafter  ceases to be effective as to all
Registrable  Securities at any time prior to the expiration of the Effectiveness
Period,  without  being  succeeded  immediately  by  a  subsequent  Registration
Statement filed with and declared effective by the Commission, or (D) trading in
the Common Stock shall be suspended or if the Common Stock is delisted  from the
OTC Bulletin Board or The Nasdaq  Small-Cap  Market for any reason for more than
three  Business  Days in the  aggregate,  or or (E) the  Company  breaches  in a
material  respect  any  covenant or other  material  term or  condition  to this
Agreement, the Certificate of Designation,  the Purchase Agreement (other than a
representation or warranty contained therein) or any other agreement,  document,
certificate or other  instrument  delivered in connection with the  transactions
contemplated  hereby and  thereby,  and such  breach  continues  for a period of
thirty days after written notice thereof to the Company,  or (G) the Company has
breached  Section  3(n) (any such  failure  or breach  being  referred  to as an
"Event,"  and for  purposes  of clauses (A) and (E) the date on which such Event
occurs,  or for purposes of clause (B) the date on which such five day period is
exceeded,  or for purposes of clause (C) after more than fifteen  Business Days,
or for  purposes of clause (D) the date on which such three  Business Day period
is  exceeded,  or for  clause  (F) the date on which  such  thirty day period is
exceeded,  being  referred to as "Event  Date"),  the Company  shall pay, at the
option of the Holder, an amount in cash or shares of Common Stock, as liquidated
damages  to each  Holder  equal to 1% for the  first  calendar  month and 2% per
calendar  month  thereafter or portion  thereof of the  principal  amount of the
Notes held by such Holder plus the principal  amount of any Notes that have been
converted to the extent any of the Conversion Shares issued upon such conversion
have not been sold  from the Event  Date  until the  applicable  Event is cured.
Payments to be made  pursuant to this Section  7(e)(i)  shall be due and payable
immediately upon demand in immediately  available funds. If the Holder elects to
be paid in shares of Common  Stock,  the number of such  shares of Common  Stock
shall be based on the liquidated  damage amount  divided by the Conversion  Rate
(as defined in the Note).

<PAGE>

     (f) Amendments and Waivers. The provisions of this Agreement, including the
provisions of this sentence, may not be amended,  modified or supplemented,  and
waivers or consents to departures  from the provisions  hereof may not be given,
unless the same shall be in writing  and signed by the  Company  and each of the
Holders.  Notwithstanding the foregoing,  a waiver or consent to depart from the
provisions  hereof with  respect to a matter  that  relates  exclusively  to the
rights of Holders and that does not directly or indirectly  affect the rights of
other Holders may be given by Holders of at least a majority of the  Registrable
Securities to which such waiver or consent relates; provided,  however, that the
provisions of this sentence may not be amended, modified, or supplemented except
in accordance with the provisions of the immediately preceding sentence.

     (g)  Notices.  Any and all notices or other  communications  or  deliveries
required or permitted to be provided  hereunder shall be in writing and shall be
deemed given and  effective on the earlier of (i) the date of  transmission,  if
such  notice or  communication  is  delivered  via  facsimile  at the  facsimile
telephone number specified for notice prior to 5:00 p.m.,  Atlanta City time, on
a Business  Day, (ii) the Business Day after the date of  transmission,  if such
notice or  communication  is delivered via facsimile at the facsimile  telephone
number specified for notice later than 5:00 p.m., Atlanta City time, on any date
and earlier than 11:59 p.m., Atlanta City time, on such date, (iii) the Business
Day following the date of mailing,  if sent by nationally  recognized  overnight
courier  service  or (iv)  actual  receipt  by the party to whom such  notice is
required  to be  given.  The  addresses  for such  communications  shall be with
respect to each  Holder at its  address  set forth  under its name on Schedule 1
attached hereto, or with respect to the Company, addressed to:


                  Armitec, Inc.
                  4479 Atlanta Road
                  Smyrna, Georgia 30080
                  Attention:  Chief Executive Officer
                  Telephone No.: (404) 261-8944
                  Facsimile No.: (404) 842-9418

or to such other address or addresses or facsimile number or numbers as any such
party may most recently have  designated in writing to the other parties  hereto
by such  notice.  Copies of notices to the  Company  shall be sent to  Greenberg
Traurig,  LLP,  Attn:  Robert E.  Altenbach,  3290 Northside  Parkway,  Atlanta,
Georgia, 30327, Facsimile No.: (678) 553-2188.

     (h) Successors and Assigns.  This Agreement shall be binding upon and inure
to the benefit of the parties and their  successors  and  permitted  assigns and
shall inure to the benefit of each Holder and its  successors  and assigns.  The
Company  may not  assign  this  Agreement  or any of its  rights or  obligations
hereunder  without the prior written  consent of each Holder.  The Purchaser may
assign its rights  hereunder in the manner and to the Persons as permitted under
the Purchase Agreement.

     (i) Assignment of Registration Rights. The rights of each Holder hereunder,
including  the  right  to have  the  Company  register  for  resale  Registrable
Securities  in  accordance   with  the  terms  of  this   Agreement,   shall  be
automatically  assignable  by each Holder to any Affiliate of such Holder or any

<PAGE>

other  Holder or  Affiliate of any other Holder of all or a portion of the Notes
or the  Registrable  Securities  if: (i) the Holder  agrees in writing  with the
transferee  or assignee to assign such rights,  and a copy of such  agreement is
furnished to the Company within a reasonable  time after such  assignment,  (ii)
the Company is,  within a  reasonable  time after such  transfer or  assignment,
furnished with written notice of (a) the name and address of such  transferee or
assignee,  and (b) the securities with respect to which such registration rights
are being  transferred or assigned,  (iii) following such transfer or assignment
the further  disposition  of such  securities by the  transferee or assignees is
restricted  under the Securities Act and applicable  state securities laws, (iv)
at or before the time the Company  receives the written notice  contemplated  by
clause (ii) of this Section,  the transferee or assignee  agrees in writing with
the Company to be bound by all of the provisions of this Agreement, and (v) such
transfer shall have been made in accordance with the applicable  requirements of
the Purchase Agreement.  In addition, each Holder shall have the right to assign
its rights  hereunder to any other Person with the prior written  consent of the
Company,  which  consent  shall  not be  unreasonably  withheld.  The  rights to
assignment  shall  apply  to the  Holders  (and to  subsequent)  successors  and
assigns.

     (j)  Counterparts.  This  Agreement  may  be  executed  in  any  number  of
counterparts,  each of which when so executed  shall be deemed to be an original
and, all of which taken together shall constitute one and the same Agreement. In
the event that any  signature  is  delivered  by  facsimile  transmission,  such
signature shall create a valid binding  obligation of the party executing (or on
whose behalf such signature is executed) the same with the same force and effect
as if such facsimile signature were the original thereof.

     (k)  Governing  Law. This  Agreement  shall be governed by and construed in
accordance with the laws of the State of New York,  without regard to principles
of conflicts of law thereof.

     (l) Cumulative  Remedies.  The remedies  provided herein are cumulative and
not exclusive of any remedies provided by law.

     (m) Severability.  If any term, provision,  covenant or restriction of this
Agreement is held to be invalid,  illegal, void or unenforceable in any respect,
the remainder of the terms,  provisions,  covenants and  restrictions  set forth
herein  shall  remain in full force and effect and shall in no way be  affected,
impaired or  invalidated,  and the  parties  hereto  shall use their  reasonable
efforts  to find  and  employ  an  alternative  means  to  achieve  the  same or
substantially  the same  result as that  contemplated  by such term,  provision,
covenant  or  restriction.  It is  hereby  stipulated  and  declared  to be  the
intention of the parties  that they would have  executed  the  remaining  terms,
provisions, covenants and restrictions without including any of such that may be
hereafter declared invalid, illegal, void or unenforceable.

     (n)  Headings.  The  headings  herein  are  for  convenience  only,  do not
constitute a part of this  Agreement  and shall not be deemed to limit or affect
any of the provisions hereof.


<PAGE>

     (o) Shares Held by the Company and its Affiliates.  Whenever the consent or
approval of Holders of a  specified  percentage  of  Registrable  Securities  is
required hereunder, Registrable Securities held by the Company or its Affiliates
(other than any Holder or transferees  or successors or assigns  thereof if such
Holder is deemed to be an  Affiliate  solely by reason of its  holdings  of such
Registrable Securities) shall not be counted in determining whether such consent
or approval was given by the Holders of such required percentage.



                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


<PAGE>

     IN WITNESS WHEREOF, the parties hereto have caused this Registration Rights
Agreement to be duly executed by their respective  authorized  persons as of the
date first indicated above.

                                        Armitec Inc.


                                        By: /s/ Bruce R. Davis
                                           -------------------------------------
                                           Name:  Bruce R. Davis
                                           Title:   Chief Executive Officer


                                        STONESTREET LIMITED PARTNERSHIP


                                        By: /s/ Michael Finkelstein
                                           -------------------------------------
                                           Name: Michael Finkelstein
                                           Title:







<PAGE>

                                   Schedule I

STONESTREET  LIMITED  PARTNERSHIP
260 Town Center Blvd. Ste 201
Markham,  ON L3R 8H8
Fax No.: 416-956-8989








<PAGE>

                                   Schedule II