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                                                                   EXHIBIT 10.14

                          REGISTRATION RIGHTS AGREEMENT

         This Registration Rights Agreement (this "Agreement") is entered into
this 25th day of January, 2000 between MigraTEC, Inc., a Florida corporation
(the "Corporation"), and the shareholders of the Corporation who are signatories
to this Agreement (the "Shareholders").

                                    RECITALS:

         WHEREAS, the Corporation has entered into a Note and Warrant Purchase
Agreement (as hereinafter defined) of even date herewith with MT Partners, L.P.,
a Texas limited partnership ("Cardinal"), and Mercury Fund No. 1, Ltd., a Texas
limited partnership ("Mercury"), providing for the issuance and sale to the
Shareholders of Convertible Secured Promissory Notes (the "Notes") and warrants
to purchase shares of Common Stock (the "Warrants"); and

         WHEREAS, the execution and delivery of this Agreement by the parties
hereto is a condition to the consummation of the Note and Warrant Purchase
Agreement;

         NOW, THEREFORE, in consideration of the premises and mutual covenants,
obligations and agreements contained herein, the parties hereto hereby agree as
follows:

                                    AGREEMENT

         SECTION 1. Definitions. As used in this Agreement, the following terms
shall have the following meanings:

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

                  (b) "Common Stock" shall mean the common stock, no par value
         per share, of the Corporation.

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

                  (d) "Note and Warrant Purchase Agreement" shall mean the Note
         and Warrant Purchase Agreement, of even date herewith, between the
         Corporation and the Shareholders.

                  (e) "Person" shall include all natural persons, corporations,
         business trusts, associations, companies, partnerships, joint ventures
         and other entities and governments and agencies and political
         subdivisions.

                  (f) "Primary Shares" shall mean at any time all authorized but
         unissued Shares.



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                  (g) "Qualified Public Offering" or "QPO" shall mean a public
         offering of shares of Common Stock of the Corporation, resulting in
         gross proceeds to the Corporation of not less than $10,000,000.00.

                  (h) "Registrable Shares" shall mean all Shares held by the
         Shareholders (or issuable upon conversion or exercise of any note,
         option, warrant, right or other security) that constitute (or upon such
         conversion or exercise will constitute) Restricted Shares.

                  (i) "Registration Expenses" shall mean all expenses incident
         to the Corporation's performance of or compliance with, or to the
         Shareholders' exercise of rights under, Sections 2, 3, 4 or 5 hereof,
         including all registration, filing, listing and National Association of
         Securities Dealers, Inc. fees and expenses, all fees and expenses of
         complying with securities or "blue sky" laws, all printing expenses
         (including expenses of printing certificates for Registrable Shares in
         a form eligible for deposit with The Depository Trust Company),
         messenger and delivery expenses, any fees and disbursements of
         underwriters customarily paid by issuers or sellers of securities
         (excluding underwriting discounts and commissions), registrar and
         transfer agent's fees, any fees and disbursements of counsel for the
         Corporation, and any fees and disbursements of the Corporation's
         independent public accountants, including, without limitation, fees and
         expenses associated with providing assurances to the underwriters and
         the Shareholders in connection with any due diligence activities by
         them.

                  (j) "Restricted Shares" shall mean any shares of Common Stock
         currently owned or hereafter acquired by the Shareholders, their
         successors and assigns, including shares of Common Stock issued to the
         Shareholders upon conversion of the Notes issued pursuant to the Note
         and Warrant Purchase Agreement or upon conversion of shares of Series A
         Preferred Stock and exercise of the Warrants.

                  (k) "Rule 144" shall mean Rule 144 promulgated under the
         Securities Act, as amended from time to time, or any successor or
         complimentary rule thereto.

                  (l) "Securities Act" shall mean Securities Act of 1933 or any
         successor federal statute, and the rules and regulations of the
         Commission promulgated thereunder, all as the same shall be in effect
         from time to time.

                  (m) "Series A Preferred Stock" shall mean Convertible
         Preferred Stock, Series A, $0.01 par value per share, of the
         Corporation.

                  (n) "Shareholders" shall mean the shareholders of the
         Corporation who are signatories to this Agreement and their successors
         and assigns.

                  (o) "Shareholders Agreement" shall mean the Shareholders
         Agreement of even date herewith, among the Corporation, the
         Shareholders and the other signatories thereto.

                  (p) "Shares" shall mean shares of the Common Stock.



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                  (q) "Transfer" shall include any disposition of any Restricted
         Shares or of any interest therein that would constitute a sale thereof
         within the meaning of the Securities Act other than any such
         disposition pursuant to an effective registration statement under the
         Securities Act and complying with all applicable state securities and
         "blue-sky" laws.

         SECTION 2. Piggyback Registration. Subject to the terms and conditions
set forth in this Agreement, if the Corporation at any time within ten (10)
years following the date hereof proposes to register Shares under the Securities
Act (other than on Form S-4 or Form S-8 promulgated under the Securities Act or
any successor forms thereto), it shall promptly, but no later than thirty (30)
days prior to the filing of the registration statement, give written notice to
the Shareholders of the Corporation's intention to so register such Shares. Upon
the written request given by any of the Shareholders to the Corporation within
ten (10) days after receipt of the notice of the proposed registration of Shares
from the Corporation, requesting the inclusion in such registration of
Registrable Shares held by such Shareholder(s) (which request shall specify the
number of Registrable Shares proposed to be included in such registration by
such Shareholder(s) and shall state the intended method of disposition of such
Registrable Shares by such Shareholder(s)), the Corporation shall use its
reasonable best efforts to cause all such Registrable Shares to be included in
such registration on the same terms and conditions as the securities otherwise
being sold in such registration, provided that the managing underwriter of the
Corporation's public offering, if any, shall be of the opinion that the
inclusion in such registration of such number of Shares will not interfere with
the successful marketing of all of the Corporation's securities being
registered. If the managing underwriter requests the Shareholder to reduce in
whole or in part the number of shares sought or be registered by the
Shareholder, the Shareholder shall comply with the request of the managing
underwriter. Each such Shareholder may withdraw all or part of its Registrable
Shares from such registration at any time prior to the effective date of the
registration statement relating thereto upon written notice to the Corporation
to such effect, subject to the payment by such Shareholder of all substantiated
Registration Expenses directly allocable to such Shareholder. If the proposed
registration by the Corporation is an underwritten public offering of Common
Stock, any request pursuant to this Section 2 to register Registrable Shares
shall specify that such shares are to be included in the underwriting on the
same terms and conditions as the shares of Common Stock, if any, otherwise being
sold through underwriters under such registration. The Corporation will use its
reasonable best efforts to cause the managing underwriters of a proposed
underwritten offering to permit holders of Registrable Shares requested to be
included in the registration for such offering to include all such Registrable
Shares on the terms and conditions as any similar securities of the Corporation
or any selling securityholder included therein.

         SECTION 3. Demand Registration. Subject to the terms of this Section 3,
on any date after August 31, 2000, if the Corporation shall be requested in
writing by a Shareholder to effect a registration under the Securities Act of
Registrable Shares, the Corporation shall promptly give written notice of the
proposed registration to the other Shareholders and shall promptly use its
reasonable best efforts to effect such registration under the Securities Act of
such Registrable Shares which (i) the Corporation has been so requested by the
initiating holders thereof to register and (ii) the other Shareholders have,
within ten (10) days of such notice, requested in writing to be



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registered; provided, however, that the Corporation shall not be obligated to
effect any registration under this Section 3 except in accordance with the
following provisions:

                  (a) the Corporation shall not be obligated to use its
         reasonable best efforts to file and cause to become effective:

                           (i) more than two (2) registration statements for the
                  Shareholders with respect to Registrable Shares initiated
                  pursuant to this Section 3; provided, however, that any
                  registration proceeding begun pursuant to this Section 3 that
                  is subsequently withdrawn at the request of the holders of the
                  Registrable Shares shall not count toward the three (3)
                  registration statements which such Shareholders have the right
                  to cause the Corporation to effect pursuant to this Section 3;
                  provided, however, that the holders requesting the withdrawal
                  of the registration shall reimburse the Corporation for all
                  Registration Expenses incurred by the Corporation directly
                  attributable to them unless the withdrawal is based upon
                  material adverse information concerning the Corporation of
                  which such initiating holders were not aware at the time of
                  such request; and provided further, however, that if such
                  holders are required to reimburse the Corporation for such
                  Registration Expenses, such expenses shall be borne by such
                  holders requesting such registration in proportion to the
                  number of Registrable Shares for which registration was
                  requested; or

                           (ii) any registration statement during any period in
                  which a registration statement pertaining to a QPO has been
                  filed and not withdrawn or has been declared effective within
                  the prior one-hundred eighty (180) days; or

                           (iii) any registration statement during any period in
                  which the Corporation would be required under the Securities
                  Act to effect a special audit of its financial statements for
                  inclusion in such registration statement (unless the
                  participating holders of the Registrable Shares agree in
                  writing to bear the cost of such special audit);

                  (b) the Corporation may delay the filing or effectiveness of
         any registration statement for a period of up to ninety (90) days after
         the date of a request for registration pursuant to this Section 3, but
         no more than once in any twelve (12) month period, if:

                           (i) (A) at the time of such request the Corporation
                  is engaged, or has formal plans to engage, within sixty (60)
                  days of the time of such request, in an underwritten public
                  offering of Shares (including an offering contemplated by
                  Section 2 hereof), and (B) an investment banking firm of
                  recognized national or regional standing has advised the
                  Corporation that effecting the requested registration could
                  impair the success of such underwritten public offering (which
                  period of delay shall also be subject to Section 3(a)(iii)
                  hereof); or



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                           (ii) the Corporation determines in good faith that
                  (A) it is in possession of material, non-public information
                  concerning an acquisition, merger, recapitalization,
                  consolidation, reorganization or other material transaction by
                  or of the Corporation or concerning pending or threatened
                  litigation and (B) disclosure of such information would
                  jeopardize any such transaction or litigation or otherwise
                  materially harm the Corporation; or

                           (iii) the Corporation shall furnish to the holders of
                  the Registrable Shares who have demanded registration a
                  certificate signed by the President of the Corporation stating
                  that, in the good faith judgment of the Board of Directors of
                  the Corporation, it would not be in the best interests of the
                  Corporation and its shareholders generally for such
                  registration statement to be filed and it is therefore
                  essential to defer the filing of such registration statement;
                  and

                  (c) if the Shareholder intends to distribute Registrable
         Shares covered by the request by means of an underwriting, it shall so
         advise the Corporation as part of the request made pursuant to this
         Section 3. In such event, the right of the Shareholder to include such
         Registrable Shares in such registration shall be conditioned upon the
         Shareholder's participation in such underwriting and the inclusion of
         such Registrable Shares in the underwriting. The Shareholder shall
         (together with the Corporation as provided herein) enter into an
         underwriting agreement in customary form with the managing underwriter
         or underwriters of the offering, such managing underwriter or
         underwriters to be selected by the Shareholder making the demand along
         with the holders of other Registrable Shares which may be included
         therein, subject to the Corporation's approval, which shall be not be
         unreasonably withheld.

         SECTION 4. Shelf Registration.

                  (a) Upon the written request of the Shareholders made at any
         time on or after August 31, 2000, the Corporation agrees to file as
         soon as reasonably practicable, but in no event later than ninety (90)
         days after the date of such request (the "Target Filing Date"), one or
         more "shelf" registration statements with respect to all of the
         Registrable Shares on any appropriate form pursuant to Rule 415 under
         the Securities Act and/or any similar rule that may be adopted by the
         Commission (the "Shelf Registration"). The Corporation agrees to use
         its reasonable best efforts to have the Shelf Registration declared
         effective no later than one hundred twenty (120) days after receipt of
         the written request of the Shareholders and to keep the Shelf
         Registration with respect to the Registrable Shares continuously
         effective for a period of thirty-six (36) months following the date on
         which the Shelf Registration is declared effective; provided, however,
         that if for any reason the effectiveness of the Shelf Registration is
         suspended, such period shall be extended by the aggregate number of
         days of each such suspension period; and provided, further, that the
         effectiveness of the Shelf Registration may be terminated earlier with
         respect to any Registrable Shares if and to the extent that all the
         Registrable Shares registered therein cease to be Registrable Shares in
         accordance with the terms hereof or if the managing underwriter of a
         public offering by the



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         Corporation, if any, shall be of the opinion that the shelf
         registration will interfere with the successful marketing of such
         public offering of the Corporation's securities.

                  (b) The Corporation further agrees, if necessary, to
         supplement or amend any Shelf Registration, as required by the
         registration form utilized by the Corporation or by the instructions
         applicable to such registration form or by the Securities Act or the
         rules and regulations thereunder and the Corporation agrees to furnish
         to the Shareholders copies of any such supplement or amendment prior to
         its being used and/or filed with the Commission. The Corporation agrees
         to pay all registration expenses in connection with the Shelf
         Registration, whether or not it becomes effective. In no event shall
         the Shelf Registration include securities other than Registrable
         Shares.

         SECTION 5. Registration on Form S-3. Anything contained in Section 2 to
the contrary notwithstanding, at such time as the Corporation shall have
qualified for the use of Form S-3 promulgated under the Securities Act, or any
successor form thereto, the holders of the Restricted Shares then outstanding
shall have the right to request in writing three (3) registrations on Form S-3
(or such successor form) of Registrable Shares, which request or requests shall
(i) specify the number of Registrable Shares intended to be sold or disposed of,
(ii) state the intended method of disposition of such Registrable Shares and
(iii) relate to Registrable Shares having an anticipated aggregate offering
price of at least $500,000; provided, however, that the Corporation shall not be
obligated to file and cause to become effective any registration on Form S-3
within a period of one-hundred eighty (180) days after the effective date of any
previous registration statement filed by the Corporation pursuant to Sections 2,
3, 4 or 5. Upon such a request, the Corporation shall promptly give written
notice of the proposed registration to all other Shareholders and shall promptly
use its reasonable best efforts to effect such registration under the Securities
Act of such Registrable Shares which (i) the Corporation has been so requested
by the initiating holders thereof to register and (ii) the other Shareholders
have, within ten (10) days of such notice, requested in writing to be
registered. A requested registration on Form S-3 or any such successor form in
compliance with this Section 5 shall not count as a registration statement
initiated pursuant to Section 3 but shall otherwise be treated as a registration
initiated pursuant to, and shall, except as otherwise expressly provided in this
Section 5, be subject to Section 3.

         SECTION 6. Filing Obligations of the Corporation. In connection with
any registration of the Registrable Shares effected pursuant to Sections 2, 3, 4
or 5, the Corporation shall:

                  (a) prepare and file the registration statement and such
         amendments and supplements to the registration statement and the
         prospectus or offering circular used in connection therewith as may be
         necessary to keep the registration statement current and effective
         until such time as all of such Registrable Shares covered by such
         registration statement have been disposed of in accordance with the
         intended methods of disposition by the seller or sellers thereof set
         forth in such registration statement, but, in the case of Sections 2, 3
         and 5, in no event for a period of more than three (3) years after such
         registration statement becomes effective, and to comply with the
         provisions of the Securities Act and the rules and regulations
         thereunder with respect to the disposition of all the Registrable
         Shares



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         covered by the registration statement for the period required to effect
         the distribution thereof, and to use its best efforts to make any
         corrections or updates to the registration statement or prospectus as
         promptly as practicable;

                  (b) furnish to the Shareholders who have elected to sell
         Shares (the "Selling Shareholders") such number of copies of any
         prospectus or offering circular, including a preliminary prospectus,
         and of a full registration statement and exhibits in conformity with
         the requirements of the Securities Act and rules and regulations
         thereunder, and each amendment and supplement thereto, and such other
         documents as the Selling Shareholders may reasonably request in order
         to facilitate the disposition of such securities;

                  (c) use its best efforts to register or qualify the
         Registrable Shares covered by the registration statement under the
         securities or blue sky laws of such jurisdictions of the United States
         (including territories and commonwealths thereof) as the Selling
         Shareholders may reasonably request, and accomplish any and all other
         acts and things which may be necessary or advisable to permit sales in
         such jurisdictions of such Registrable Shares; provided, however, that
         the Corporation shall not be required to keep such registration or
         qualification in effect for a period of more than three (3) years after
         such registration or qualification becomes effective; and provided
         further, that the Corporation shall not be required to consent to
         general service of process for all purposes, or to qualify as a foreign
         corporation, in any jurisdiction where it is not then qualified or to
         register or qualify the Registrable Shares covered by such registration
         statement in any jurisdiction which would require the Corporation to
         amend its Articles of Incorporation or Bylaws or covenant or undertake
         to do any other act or make any other change regarding its
         capitalization or share ownership prior to the effectiveness of such
         registration or qualification;

                  (d) if such registration is an underwritten public offering,
         enter into an underwriting agreement in form and substance customary
         under the circumstances;

                  (e) furnish to each Selling Shareholder, upon request, a copy,
         addressed to such Selling Shareholder (and the underwriters, if any)
         of:

                           (i) an opinion of counsel for the Corporation, dated
                  the effective date of such registration statement (and, if
                  such registration includes an underwritten public offering,
                  dated the date of the closing under the underwriting
                  agreement), covering the matters that are customarily covered
                  in opinions of issuer's counsel delivered in similar
                  registrations; and

                           (ii) in the event the registration to be effected is
                  underwritten, a "comfort" letter, dated the effective date of
                  such registration statement (and, if such registration
                  includes an underwritten public offering, dated the date of
                  the closing under the underwriting agreement), signed by the
                  independent public accountants who have audited the
                  Corporation's financial statements included in such
                  registration statement, covering substantially the same
                  matters with respect to such registration statement



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                  (and the prospectus included therein) and, in the case of the
                  accountants' letter, with respect to events subsequent to the
                  date of such financial statements, as are customarily covered
                  in accountants' letters delivered to the underwriters in
                  underwritten public offerings of securities;

                  (f) notify each Selling Shareholder covered by such
         registration statement, at any time when a prospectus relating thereto
         is required to be delivered under the Securities Act, upon discovery
         that, or upon 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 any
         material fact required to be stated therein or necessary to make the
         statements therein not misleading in the light of the circumstances
         under which they were made, and at the request of any such Selling
         Shareholder, prepare and furnish to such seller a reasonable number of
         copies of a supplement to or an amendment of such prospectus as may be
         necessary so that, as thereafter delivered to the purchasers of such
         securities, such prospectus shall not include 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 not misleading in
         the light of the circumstances under which they were made;

                  (g) use its reasonable best efforts to list all Registrable
         Shares covered by such registration statement on any securities
         exchange on which any Shares are then listed; and

                  (h) make reasonably available appropriate management-level
         employees to assist in customary due diligence and marketing activities
         incident to such registration.

         SECTION 7. Conditions to Registration Obligations. The Corporation
shall not be obligated to effect the registration of the Registrable Shares
pursuant to Sections 2, 3, 4 or 5 unless the Selling Shareholders consent to
customary conditions of a reasonable nature that are imposed by the Corporation,
including but not limited to, the following:

                  (a) conditions prohibiting the sale of Registrable Shares by
         the Selling Shareholders electing to participate until the registration
         is effective;

                  (b) conditions requiring the Selling Shareholders to comply
         with all applicable provisions of the Securities Act and the Exchange
         Act including, but not limited to, the prospectus delivery requirements
         of the Securities Act, and to furnish to the Corporation information
         about sales made in such public offering;

                  (c) conditions prohibiting the Selling Shareholders, upon
         receipt of telegraphic or written notice from the Corporation that it
         is required by law to correct or update the registration statement or
         prospectus, from effecting sales of any Registrable Shares until the
         Corporation has completed the necessary correction or updating;



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                  (d) conditions requiring the Selling Shareholders to execute a
         power of attorney and custody arrangement with respect to Registrable
         Shares to be registered prior to the filing of the registration
         statement; and

                  (e) if such registration is an underwritten public offering,
         conditions requiring the Selling Shareholders to enter into an
         underwriting agreement in form and substance customary under the
         circumstances.

         SECTION 8. Underwriting Agreement; Lock-up Agreement. If the
Corporation at any time shall register Shares under the Securities Act
(including any registration pursuant to Sections 2, 3 or 5) for sale through an
underwritten public offering, the Shareholders shall not sell, make any short
sale of, grant any option for the purchase of, or otherwise dispose of any
Restricted Shares (other than those Shares included in such registration
pursuant to Sections 2, 3 or 5) without the prior written consent of the
underwriters managing the registered public offering for a period designated by
such underwriters in writing to the Shareholders, which period shall not exceed
one-hundred eighty (180) days after the effective date of such registration
statement, provided, that each officer, director and 5% shareholder of the
Corporation shall enter into similar agreements. Notwithstanding the foregoing,
to the extent that the Shareholders shall enter into an underwriting agreement
that contains provisions covering one or more issues addressed in this Section
8, the provisions contained in such underwriting agreement shall control as to
the party or parties so entering into such underwriting agreement.

         SECTION 9. Information Provided by the Shareholders. Whenever under
this Agreement Registrable Shares are being registered, the Shareholders shall,
as a condition to the inclusion of Registrable Shares held by the Shareholders
in such registration, provide the Corporation on a timely basis with such
information and materials as the Corporation may reasonably request in order to
effect the registration of the Registrable Shares.

         SECTION 10. Rule 144. With a view to making available to the
Shareholders the benefits of Rule 144 under the Securities Act, the Corporation
agrees at all times to use its best efforts:

                  (a) to make available adequate current public information with
         respect to it within the meaning of, and as required pursuant to, Rule
         144 (c);

                  (b) file with the Commission in a timely manner all reports
         and other documents required of the Corporation under the Securities
         Act and the Exchange Act;

                  (c) furnish to the Shareholders promptly upon request a
         written statement by the Corporation as to its compliance with the
         reporting requirements of Rule 144, and of the Securities Act and the
         Exchange Act, a copy of the most recent annual or quarterly report of
         the Corporation filed with the Commission, if any, and such other
         reports and documents of the Corporation and other information in the
         possession of or reasonably obtainable by the Corporation as the
         Shareholders may reasonably request in availing themselves of any rule



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         or regulation of the Commission allowing the Shareholders to sell
         securities without registration; and

                  (d) furnish to the Shareholders such information as is
         reasonably available to the Corporation in order to permit the
         Shareholders to sell securities pursuant to Rule 144A under the
         Securities Act.

         SECTION 11. Terms and Conditions of Registration. In connection with
any registration pursuant to this Agreement (other than a demand registration or
shelf registration) subject to the other terms and conditions of this Agreement,
the Corporation shall in its sole discretion determine the terms and conditions
of such registration, including, without limitation, the following: the timing
thereof; the scope of the offering contemplated thereby (i.e. whether the
offering shall be a combined primary offering and a secondary offering or
limited only to a secondary offering); the manner of distribution of Registrable
Shares; the period of effectiveness of registration for permissible sales of
Registrable Securities thereunder consistent with the plan of distribution
agreed upon by the Corporation and the Selling Shareholders; and all other
material aspects of the registration and the registration process. In connection
therewith, the Corporation may require that any such registration be
underwritten, in which event (i) the managing underwriter shall be selected by
the Corporation and (ii) the inclusion of Registrable Shares in such
registration shall be conditioned upon each holder thereof entering into an
underwriting agreement in customary form with such underwriters participating in
such registration.

         SECTION 12. Expenses. Except as otherwise provided herein, the
Corporation shall bear and pay all Registration Expenses incurred in effecting a
registration under this Agreement.

         SECTION 13. Indemnification.

                  (a) In connection with any registration of any Registrable
         Shares under the Securities Act pursuant to this Agreement, the
         Corporation shall indemnify and hold harmless each Selling Shareholder
         and each of their respective agents, officers, directors and partners
         and each other Person, if any, acting on behalf of such Selling
         Shareholder or who controls such Selling Shareholder within the meaning
         of the Securities Act, against any losses, claims, damages or
         liabilities, joint or several (or actions or proceedings in respect
         thereof), and any legal or any other expenses reasonably incurred by
         them in connection with defending any such loss, claim, damage,
         liability, action or proceeding to which such Selling Shareholder may
         become subject under the Securities Act or otherwise, insofar as such
         losses, claims, damages or liabilities (or actions or proceedings in
         respect thereof) or expenses arise out of or are based upon an untrue
         statement or alleged untrue statement of a material fact contained in
         the registration statement under which such Registrable Shares were
         registered under the Securities Act, any preliminary prospectus, final
         prospectus or summary prospectus contained therein or otherwise filed
         with the Commission, any amendment or supplement thereto or any
         document incident to registration or qualification of any Registrable
         Shares, or arise out of or are based upon the omission or alleged
         omission to state therein a material fact required to be stated therein
         or necessary to make the



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         statements therein not misleading or, with respect to any prospectus,
         necessary to make the statements therein in light of the circumstances
         under which they were made not misleading, or any violation by the
         Corporation of the Securities Act or state securities or "blue-sky"
         laws applicable to the Corporation and relating to action or inaction
         required of the Corporation in connection with such registration or
         qualification under state securities or "blue-sky" laws; provided,
         however, that the Corporation shall not be liable in any such case to
         the extent that any such loss, claim, damage, liability or action
         arises out of or is based upon an untrue statement or alleged untrue
         statement or omission or alleged omission made in said registration
         statement, preliminary prospectus, final prospectus, amendment,
         supplement or document incident to registration or qualification of any
         Registrable Shares in reliance upon and in strict conformity with
         written information furnished to the Corporation by such Selling
         Shareholder with respect to information regarding the Selling
         Shareholder expressly for inclusion therein; and provided, however,
         that the Corporation shall not be liable to any Selling Shareholder in
         the offering or sale of Registrable Shares or any other Person, if any,
         who controls such Selling Shareholder within the meaning of the
         Securities Act, in any such case to the extent that any such loss,
         claim, damage, liability (or action or proceeding in respect thereof)
         or expense arises out of such Person's failure to send or give a copy
         of the final prospectus, as the same may be then supplemented or
         amended, to the Person asserting an untrue statement or alleged untrue
         statement or omission or alleged omission at or prior to the written
         confirmation of the sale of Registrable Shares to such Person if such
         statement or omission was corrected in such final prospectus. Such
         indemnity shall remain in full force and effect regardless of any
         investigation made by or on behalf of such Selling Shareholder or any
         such agent, officer, director, partner or controlling Person.

                  (b) In connection with any registration of Registrable Shares
         under the Securities Act pursuant to this Agreement, each Selling
         Shareholder shall indemnify and hold harmless (in the same manner and
         to the same extent as set forth in Section 12(a)) the Corporation, each
         director of the Corporation, each officer of the Corporation who shall
         sign such registration statement, each underwriter, broker or other
         Person (as such term is defined in the Securities Act) acting on behalf
         of the Corporation and each Person who "controls" any of the foregoing
         Persons within the meaning of the Securities Act with respect to any
         statement or omission from such registration statement, any preliminary
         prospectus or final prospectus contained therein or otherwise filed
         with the Commission, any amendment or supplement thereto or any
         document incident to registration or qualification of any Registrable
         Shares, if such statement or omission was made in reliance upon and in
         strict conformity with written information furnished to the Corporation
         or such underwriter by such Selling Shareholder expressly for inclusion
         in such registration statement, preliminary prospectus, final
         prospectus, amendment, supplement or document; provided, however that
         such Selling Shareholder shall not be liable to any Person who
         participates as an underwriter in the offering or sale of Registrable
         Shares or any other Person, if any, who controls such underwriter
         within the meaning of the Securities Act, in any such case to the
         extent that any such loss, claim, damage, liability (or action or
         proceeding in respect thereof) or expense arises out of such Person's
         failure to send or give a copy of the final prospectus, as the same may
         be then supplemented or amended, to the Person asserting an untrue
         statement or



REGISTRATION RIGHTS AGREEMENT - Page 11
<PAGE>   12

         alleged untrue statement or omission or alleged omission at or prior to
         the written confirmation of the sale of Registrable Shares to such
         Person if such statement or omission was corrected in such final
         prospectus.

                  (c) Promptly after receipt by an indemnified party of notice
         of the commencement of any action involving a claim referred to in the
         preceding paragraphs of this Section 13, such indemnified party will,
         if a claim in respect thereof is made against an indemnifying party,
         give written notice to the latter of the commencement of such action;
         provided, however, that the failure of any indemnified party to give
         notice as provided herein shall not relieve the indemnifying party of
         its obligations under the preceding paragraphs of this Section 13,
         except to the extent that the indemnifying party is actually prejudiced
         by such failure to give notice. In case any such action is brought
         against an indemnified party, the indemnifying party will be entitled
         to participate in and to assume the defense thereof, jointly with any
         other indemnifying party similarly notified, to the extent that it may
         wish, with counsel reasonably satisfactory to such indemnifying party,
         and after notice from the indemnifying party to such indemnified party
         of its election so to assume the defense thereof, the indemnifying
         party shall not be responsible for any legal or other expenses
         subsequently incurred by the indemnified party in connection with the
         defense thereof; provided, however, that an indemnified party shall
         have the right to retain its own counsel, with the reasonable fees and
         expenses to be paid by the indemnifying party, if such indemnified
         party shall have reasonably concluded that representation of such
         indemnified party or parties by the counsel retained by the
         indemnifying party or parties would be inappropriate due to actual or
         potential differing interests between such indemnified party or parties
         and any other party represented by such counsel in such proceeding.

                  (d) If the indemnification provided for in this Section 13 is
         held by a court of competent jurisdiction to be unavailable to an
         indemnified party with respect to any loss, claim, damage, liability or
         action referred to herein, then the indemnifying party, in lieu of
         indemnifying such indemnified party hereunder, shall contribute to the
         amounts paid or payable by such indemnified party as a result of such
         loss, claim, damage, liability or action in such proportion as is
         appropriate to reflect the relative fault of the indemnifying party on
         the one hand and of the indemnified party on the other in connection
         with the statements or omissions which resulted in such loss, claim,
         damage, liability or action 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 or alleged omission to state a material fact
         relates to information supplied by the indemnifying party or by the
         indemnified party and the parties' relative intent, knowledge, access
         to information and opportunity to correct or prevent such statement or
         omission.

         The parties hereto agree that it would not be just and equitable if
         contribution pursuant to this Section 13(d) were determined by pro rata
         allocation or by any other method of allocation which does not take
         account of the equitable considerations referred to in the immediately
         preceding paragraph. No Person guilty of fraudulent misrepresentation
         (within the meaning



REGISTRATION RIGHTS AGREEMENT - Page 12
<PAGE>   13

         of Section 11(f) of the Securities Act) shall be entitled to
         contribution from any Person who was not guilty of such fraudulent
         misrepresentation.

         If indemnification is available under this Section 13, the indemnifying
         parties shall indemnify each indemnified party to the full extent
         provided herein without regard to the relative fault of said
         indemnifying party or indemnified party or any other equitable
         consideration provided for in this Section 13(d).

         SECTION 14. Termination. Anything contained herein to the contrary
notwithstanding, the rights of the Shareholders and the obligations of the
Corporation under Sections 2, 3, 4 and 5 hereof shall cease and terminate upon
the tenth (10th) anniversary of the date hereof.

         SECTION 15. Successors and Assigns. This Agreement shall bind and inure
to the benefit of the Corporation, the Shareholders and the respective
successors, assigns, heirs and legal representatives (as the case may be) of the
Corporation and the Shareholders.

         SECTION 16. Transfer of Registrable Shares. In the event of a transfer
of Registrable Shares by a Shareholder under the terms of the Shareholders
Agreement (a "Permitted Transfer"), the registration rights granted to such
Principal Shareholder under this Agreement also may be transferred without the
prior written consent of the Corporation, so long as such rights are transferred
to the same party who receives the related Registrable Shares in such Permitted
Transfer. In all other cases, any transfer of registration rights granted
hereunder shall require the prior written consent of the Corporation. As a
condition to the transfer of the registration rights of any Shareholder
hereunder, all transferees of such registration rights shall agree to be subject
to and bound by the provisions of this Agreement.

         SECTION 17. Exchange Act Compliance. From the Registration Date or such
earlier date as a registration statement filed by the Corporation pursuant to
the Securities Act relating to any class of the Corporation's securities shall
have become effective, the Corporation shall comply with all of the reporting
requirements of the Exchange Act applicable to it (whether or not it shall be
required to do so) and shall comply with all other public information reporting
requirements of the Commission which are conditions to the availability of Rule
144 for the sale of the Common Shares. The Corporation shall cooperate with the
Shareholders in supplying such information as may be necessary for the Investor
to complete and file any information reporting forms presently or hereafter
required by the Commission as a condition to the availability of Rule 144.

         SECTION 18. Mergers. Etc. The Corporation shall not, directly or
indirectly, enter into any merger, consolidation or reorganization in which the
Corporation shall not be the surviving corporation unless the surviving
corporation shall, prior to such merger, consolidation or reorganization, agree
in writing to assume the obligations of the Corporation under this Agreement,
and for that purpose references hereunder to "Registrable Shares" shall be
deemed to include the common stock, if any, that holders of Registrable Shares
would be entitled to receive in exchange for Common Stock under any such merger,
consolidation or reorganization; provided, however, that, to the extent holders
of Registrable Shares receive securities that are by their terms convertible
into



REGISTRATION RIGHTS AGREEMENT - Page 13
<PAGE>   14

common stock of the issuer thereof, then only such shares of common stock as are
issued or issuable upon conversion of said convertible securities shall be
included within the definition of "Registrable Shares."

         SECTION 19. No Conflict of Rights. The Corporation represents and
warrants to the Shareholders that the registration rights granted to the
Shareholders hereby do not conflict with any other registration rights granted
by the Corporation. The Corporation shall not, after the date hereof, grant any
registration rights which conflict with or impair the registration rights
granted hereby.

         SECTION 20. Severability. It is the desire and intent of the parties
hereto that the provisions of this Agreement be enforced to the fullest extent
permissible under the laws and public policies applied in each jurisdiction in
which enforcement is sought. Accordingly, if any particular provision of this
Agreement shall be adjudicated by a court of competent jurisdiction to be
invalid, prohibited or unenforceable for any reason, such provision, as to such
jurisdiction, shall be ineffective, without invalidating the remaining
provisions of this Agreement or affecting the validity or enforceability of this
Agreement or affecting the validity or enforceability of such provision in any
other jurisdiction. Notwithstanding the foregoing, if such provision could be
more narrowly drawn so as not to be invalid, prohibited or unenforceable in such
jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without
invalidating the remaining provisions of this Agreement or affecting the
validity or enforceability of such provision in any other jurisdiction..

         SECTION 21. Entire Agreement. This Agreement contains the entire
agreement among the parties with respect to the subject matter hereof and
supersedes all prior and contemporaneous arrangements or understandings with
respect thereto.

         SECTION 22. Notices. All notices and other communications pursuant to
this Agreement shall be in writing and deemed to be sufficient if delivered
personally, by facsimile, sent by nationally recognized overnight courier or
mailed by registered or certified mail (return receipt requested), postage
prepaid, to the parties at the following address:

                  (a) if to the Corporation; to

                           MigraTEC, Inc.
                           12801 Stemmons Freeway, Suite 710
                           Dallas, Texas 75231
                           Attention:  Curtis Overstreet
                                       President
                           Telecopier: (214) 969-0315

                  (b) if to a Shareholder, to the address shown opposite such
         Shareholder's name on the signature page hereto.



REGISTRATION RIGHTS AGREEMENT - Page 14
<PAGE>   15

A party hereto may change its or his address by giving written notice of such
change in accordance herewith. Any such notice or communication shall be deemed
to have been delivered and received on the date of delivery or attempted
delivery during normal business hours.

         SECTION 23. Modifications; Amendments; Waivers. The terms and
provisions of this Agreement may only be amended or waived either (a) with the
written consent of the Corporation and the Shareholders, or (b) in a writing by
the party or parties against whom such amendment or waiver is sought to be
enforced.

         SECTION 24. Counterparts. This Agreement may be executed in any number
of counterparts, and each such counterpart hereof shall be deemed to be an
original instrument, but all such counterparts together shall constitute but one
agreement.

         SECTION 25. Headings. The headings of the various sections of this
Agreement have been inserted for convenience of reference only and shall not be
deemed to be a part of this Agreement.

         SECTION 26. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Florida applicable to
contracts made and to be performed wholly therein (without reference to any
principles of conflicts of laws).

         [THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK.]



REGISTRATION RIGHTS AGREEMENT - Page 15
<PAGE>   16

         IN WITNESS WHEREOF, the parties hereto have caused this Registration
Rights Agreement to be executed and delivered as of the date first above
written.


                                       CORPORATION

                                       MIGRATEC, INC.



                                       By:
                                          --------------------------------------
                                          Curtis Overstreet
                                          President


Addresses                              SHAREHOLDERS:

500 Crescent Court, Suite 250          MT Partners, L.P.
Dallas, Texas  75201

                                       By: CARDINAL HOLDING CORPORATION
                                           General Partner


                                           By:
                                              ----------------------------------
                                              Marshall Payne
                                              President


17950 Preston Road, Suite 800          MERCURY FUND NO. 1, LTD.
Dallas, Texas  75252
                                       By: MERCURY VENTURES, LTD.,
                                           General Partner

                                       By: MERCURY MANAGEMENT, L.L.C.
                                       Its: General Partner


                                           By:
                                              ----------------------------------
                                              Kevin Howe
                                              Manager



REGISTRATION RIGHTS AGREEMENT - Signature Page