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                                                                    EXHIBIT 10.6

                               CETALON CORPORATION

                          REGISTRATION RIGHTS AGREEMENT

         This Registration Rights Agreement, dated as of May 4, 2001, is
executed and delivered by a Nevada corporation (the "Company"), in favor of
Innovative Botanical Solutions, Inc., a Utah corporation (the "Purchaser")

                                    PREAMBLE

WHEREAS, the Purchaser is, in conjunction with and concurrent to this Agreement,
both purchasing 458,997 shares of the Common Stock of the Company (the "Common
Stock") pursuant to the Subscription Agreement by and between the Company and
Purchaser and dated as of an even date herewith (the "SUBSCRIPTION AGREEMENT")
and receiving options for the purchase of additional shares of Common Stock (the
"OPTIONS"); and

WHEREAS, the Common Stock and the Options are being offered and sold by the
Company in reliance upon the exemption from the registration provisions of the
United States Securities Act of 1933, as amended (the "SECURITIES ACT"), for
non-public offerings pursuant to Regulation D or Regulation S under the
Securities Act;

NOW, THEREFORE, in order to induce the Purchaser to purchase the Common Stock
and to accept the concurrent grant of the Options and for other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged by the Company, the Company hereby agrees as follows:

         1. DEFINITIONS. As used in this Agreement, the capitalized terms set
forth below shall have the following meanings:

         "AFFILIATE" shall mean, as to a specified Person, a Person that
         directly, or indirectly through one or more intermediaries, controls or
         is controlled by, or is under common control with, the Person
         specified.

         "COMPANY" shall have the meaning set forth in the preamble, and shall
         also include the Company's successors.

         "EXCHANGE ACT" shall mean the United States Securities Exchange Act of
         1934, as amended.

         "HOLDER" shall mean each Person who holds Common Stock or Option
         Shares.

         "NASD" shall mean the National Association of Securities Dealers, Inc.

         "PERSON" shall mean any individual, sole proprietorship, partnership,
         corporation, association, joint venture, trust, unincorporated entity
         or other entity, or the government of any country or sovereign state,
         or of any state, province, municipality or other political subdivision
         thereof.

         "PROSPECTUS" shall mean the Prospectus included in the Shelf
         Registration Statement, including any preliminary Prospectus, and any
         such Prospectus as amended or supple-


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         mented by any Prospectus supplement, including post-effective
         amendments, in each case including all material incorporated or deemed
         to be incorporated by reference therein.

         "PURCHASERS" shall have the meaning set forth in the preamble.

         "REGISTRABLE SECURITIES" shall mean the Common Stock and the Option
         Shares; provided, however, any Common Stock and Option Shares shall
         cease to be Registrable Securities when they shall have been sold by a
         Holder pursuant to an effective Shelf Registration Statement or
         pursuant to Rule 144.

         "RULE 144" means Rule 144 of the General Rules and Regulations
         promulgated under the Securities Act or any successor rule.

         "SEC" shall mean the United States Securities and Exchange Commission.

         "SECURITIES ACT" shall have the meaning set forth in the preamble.

         "SUBSCRIPTION AGREEMENT" shall have the meaning set forth in the
         preamble.

         "UNDERWRITER" shall be as referenced in Section 3 hereof.

         "OPTION SHARE" shall mean one share of the Company's Common Stock, each
         as underlying a Option; provided, however, that if at any time a Option
         becomes exercisable for the purchase of any other number of shares of
         Common Stock, or into any other securities of any other entity, in each
         case pursuant to the terms of the Option, then, in such event, the term
         "Option Share" shall be deemed to mean such other number of shares of
         Common Stock or such other securities, as the case may be.

         2. PIGGYBACK REGISTRATION RIGHTS. If the Company proposes to register
(including for this purpose a registration effected by the Company for
shareholders other than the Holder) any of its stock or other securities under
the Act in connection with the public offering of such securities (other than a
registration relating solely to the sale of securities to participants in a
Company stock plan or a registration on any form which does not include
substantially the same information as would be required to be included in a
registration statement covering the sale of the Registrable Securities), the
Company shall give the Holder written notice at least twenty (20) days before
the initial filing with the SEC of such registration statement (the "Piggyback
Registration Statement"), which notice shall set forth the amount of securities
the Company and other parties, if any, then contemplate including in such
registration and the intended method of disposition of the securities proposed
to be offered by the Company. The notice shall offer to include in such
registration, subject to and on the terms and conditions hereinafter provided,
such number of Registrable Securities as the Holder may request. The Holder
shall advise the Company in writing within twenty (20) days after receipt of
such notice by the Company in accordance with Section 9, setting forth the
amount of Registrable Securities for which registration is requested as part of
such Piggyback Registration Statement. The Company shall, subject to the
provisions of Section 3.4, cause to be registered under the Act all of the
Registrable Securities that the Holder has requested to be registered.


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         The Company shall not be obligated to effect, or take any action to
effect, any registration pursuant to this Section 2 during any such time that
the Registration Statement is effective for the resale of Registrable
Securities.

         3.       REGISTRATION PROCEDURES.

                  3.1 OBLIGATIONS OF THE COMPANY. Whenever required under
Section 2 of this Agreement to effect the registration of any Registrable
Securities, the Company shall, as expeditiously as possible:

                           (a) Prepare and file with the SEC a registration
statement with respect to such Registrable Securities, use its best efforts to
cause such registration statement to become effective and keep such registration
statement effective for a period of up to one hundred eighty (180) days or until
the distribution contemplated in such registration statement has been completed;
provided, however, that applicable rules under the Securities Act governing the
obligation to file a post-effective amendment permit, in lieu of filing a
post-effective amendment that (i) includes any prospectus required by Section
10(a)(3) of the Securities Act, or (ii) reflects facts or events representing a
material or fundamental change in the information set forth in the registration
statement, the incorporation by reference of information required to be included
in (i) and (ii) above to be contained in periodic reports filed pursuant to
Section 13 or 15(d) of the Exchange Act in the registration statement.

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

                           (c) Furnish to the Holder such numbers of copies of a
prospectus, including a preliminary prospectus, in conformity with the
requirements of the Securities Act, and such other documents as it may
reasonably request from time to time in order to facilitate the disposition of
Registrable Securities owned by the Holder.

                           (d) Use its best efforts to register and qualify the
securities covered by such registration statement under such other securities or
Blue Sky laws of such jurisdictions as shall be reasonably requested by the
Holder; provided that the Company shall not be required in connection therewith
or as a condition thereto to qualify to do business or to file a general consent
to service of process in any such states or jurisdictions, unless the Company is
already required to qualify to do business or subject to service in such
jurisdiction and except as may be required by the Securities Act.

                           (e) In the event of any underwritten public offering,
enter into and perform its obligations under an underwriting agreement, in usual
and customary form, with the managing underwriter of such offering.

                           (f) Notify the Holder at any time when a prospectus
relating thereto is required to be delivered under the Securities Act of the
happening of any event as a result of which the prospectus included in such
registration statement, as then in effect, includes an untrue statement of a
material fact or omits to state a material fact required to be stated therein or
necessary to make the statements therein not misleading in the light of the
circumstances then existing.


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                           (g) Cause all such Registrable Securities registered
pursuant hereunder to be listed on each securities exchange on which similar
securities issued by the Company are then listed.

                           (h) Provide a transfer agent and registrar for all
Registrable Securities registered pursuant hereunder and a CUSIP number for all
such Registrable Securities, in each case not later than the effective date of
such registration.

                           (i) Make available for inspection by the Holder
participating in such registration, any underwriter participating in any
disposition pursuant to such registration, and any attorney or accountant
retained by the Holder or underwriter, all financial and other records,
pertinent corporate documents and properties of the Company, and cause the
Company's officers and directors to supply all information reasonably requested
by the Holder, underwriter, attorney or accountant in connection with such
registration statement; provided, however, that the Holder, underwriter,
attorney or accountant shall agree to hold in confidence and trust all
information so provided.

                           (j) Make available to the Holder participating in
such registration, upon the request of the Holder:

                                    (i) in the case of an underwritten public
offering, a copy of any opinion of counsel for the Company provided to the
underwriters participating in such offering, dated the date such shares are
delivered to such underwriters for sale in connection with the registration
statement;

                                    (ii) in the case of an underwritten public
offering, a copy of any "comfort" letters provided to the underwriters
participating in such offering and signed by the Company's independent public
accountants who have examined and reported on the Company's financial statements
included in the registration statement, to the extent permitted by the standards
of the AICPA or other relevant authorities; and

                                    (iii) a copy of all documents filed with and
all correspondence from or to the SEC in connection with any such offering other
than non-substantive cover letters and the like.

                  3.2 FURNISH INFORMATION. It shall be a condition precedent to
the obligations of the Company to take any action pursuant to Section 2 of this
Agreement with respect to Registrable Securities of the Holder that the Holder
shall furnish to the Company such information regarding itself, the Registrable
Securities held by it, and the intended method of disposition of such securities
as shall be required to effect the registration of the Holder's Registrable
Securities.

                  3.3 EXPENSES OF REGISTRATION. The Company shall bear and pay
all expenses incurred in connection with any registration, filing, or
qualification of Registrable Securities with respect to the registrations
pursuant to Section 2 of this Agreement for the Holder, including (without
limitation) (i) all SEC and NASD registration and filing fees; (ii) all fees and
expenses incurred in connection with compliance with state securities or blue
sky laws; (iii) all expenses of printing and distributing the Shelf Registration
Statement, any Prospectus, and any amendments or supplements thereto; and (iv)
the fees and disbursements of counsel for the Company and of


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the independent public accountants of the Company; but (v) excluding
underwriting discounts and commissions relating to Registrable Securities.

                  3.4      UNDERWRITING REQUIREMENTS.

                           (a) In connection with any offering involving an
underwriting of shares of the Company's capital stock, the Company shall not be
required under Section 2 of this Agreement to include any of the Holder's
securities in such underwriting unless they accept the terms of the underwriting
as agreed upon between the Company and the underwriters selected by it and then
only in such quantity as the underwriters determine in their sole discretion
will not jeopardize the success of the offering by the Company.

                           (b) If the total amount of securities requested by
shareholders to be included in such offering, including Registrable Securities
under Section 2 of this Agreement, exceeds the amount of securities sold other
than by the Company that the underwriters determine in their sole discretion is
compatible with the success of the offering, then the managing underwriter shall
advise the Company in writing (with a copy to the Holder) that, in its opinion,
the number of securities requested to be included in such registration
(including securities to be sold by the Company or by other Persons not holding
Registrable Securities) will jeopardize the success of the offering. In such
case, the securities so included to be apportioned pro rata among the selling
shareholders according to the total amount of securities entitled to be included
therein owned by each selling shareholder or in such other proportions as shall
mutually be agreed to by such selling shareholders. For purposes of the
preceding sentence concerning apportionment, for any selling shareholder which
is a holder of Registrable Securities and which is a partnership or corporation,
the partners, retired partners and shareholders of such holder, or the estates
and family members of any such partners and retired partners and any trusts for
the benefit of any of the foregoing Persons shall be deemed to be a single
"selling shareholder," and any pro-rata reduction with respect to such "selling
shareholder" shall be based upon the aggregate amount of shares carrying
registration rights owned by all entities and individuals included in such
"selling shareholder," as defined in this sentence.

                  3.5 DELAY OF REGISTRATION. The Holder shall not have any right
to obtain or seek an injunction restraining or otherwise delaying any such
registration as the result of any controversy that might arise with respect to
the interpretation or implementation of this Section 3.

                  3.6 INDEMNIFICATION. In the event any Registrable Securities
are included in a registration statement under this Agreement:

                           (a) To the extent permitted by law, the Company will
indemnify and hold harmless the Holder, each officer and director of the Holder,
any underwriter (as defined in the Securities Act) of the Holder and each
Person, if any, who controls the Holder or underwriter within the meaning of the
Securities Act or the Exchange Act, against any losses, claims, damages, or
liabilities (joint or several) to which they may become subject under the
Securities Act, the Exchange Act or other federal or state law, insofar as such
losses, claims, damages, or liabilities (or actions in respect thereof) arise
out of or are based upon any of the following statements, omissions or
violations (collectively, a "Violation"): (i) any untrue statement or alleged
untrue statement of a material fact contained in such registration statement,
including any preliminary prospectus or final prospectus contained therein or
any amendments or supplements thereto; (ii)


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the omission or alleged omission to state therein a material fact required to be
stated therein, or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading; or (iii) any violation
or alleged violation by the Company of the Securities Act, the Exchange Act, any
state securities law or any rule or regulation promulgated under the Securities
Act, the Exchange Act or any state securities law; and the Company will pay to
the Holder, underwriter or controlling Person any legal or other expenses
reasonably incurred by them in connection with investigating or defending any
such loss, claim, damage, liability, or action; provided, however, that the
indemnity provisions contained in this Section 3.6(a) shall not apply to (1)
amounts paid in settlement of any such loss, claim, damage, liability, or action
if such settlement is effected without the consent of the Company (which consent
shall not be unreasonably withheld), or (2) any such loss, claim, damage,
liability, or action to the extent that it arises out of or is based upon a
Violation which occurs in reliance upon and in conformity with written
information furnished expressly for use in connection with such registration by
the Holder (including each officer and director of the Holder), underwriter or
controlling Person.

                           (b) To the extent permitted by law, the Holder will
indemnify and hold harmless the Company, each of its directors, each of its
officers who has signed the registration statement, each Person, if any, who
controls the Company within the meaning of the Securities Act, any underwriter,
any other Person selling securities in such registration statement, each officer
and director of any such other Person and any controlling Person of any such
underwriter or other Person, against any losses, claims, damages, or liabilities
(joint or several) to which any of the foregoing Persons may become subject,
under the Securities Act, the Exchange Act or other federal or state law,
insofar as such losses, claims, damages, or liabilities (or actions in respect
thereto) arise out of or are based upon any Violation, in each case to the
extent (and only to the extent) that such Violation occurs in reliance upon and
in conformity with written information furnished by the Holder, or by an officer
or director of the Holder expressly for use in connection with such
registration; and the Holder will pay any legal or other expenses reasonably
incurred by any Person intended to be indemnified pursuant to this Section
3.6(b) in connection with investigating or defending any such loss, claim,
damage, liability, or action; provided, however, that the indemnity agreement
contained in this Section 3.6(b) shall not apply to amounts paid in settlement
of any such loss, claim, damage, liability or action if such settlement is
effected without the consent of the Holder, which consent shall not be
unreasonably withheld; provided, further, that in no event shall any indemnity
under this Section 3.6(b) exceed the gross proceeds from the offering received
by the Holder net of underwriters' commissions and discounts.

                           (c) Promptly after obtaining actual knowledge of any
third party claim or action as to which it may seek indemnification under this
Section 3.6, an indemnified party will, if a claim in respect thereof is to be
made against any indemnifying party under this Section 3.6, deliver to the
indemnifying party a written notice thereof and the indemnifying party shall
have the right to participate in, and, to the extent the indemnifying party so
desires, jointly with any other indemnifying party similarly noticed, to assume
the defense thereof with counsel mutually satisfactory to the parties; provided,
however, that an indemnified party (together with all other indemnified parties
which may be represented without conflict by one counsel) shall have the right
to retain one separate counsel, with the fees and expenses to be paid by the
indemnifying party, if representation of such indemnified party by the counsel
retained by the indemnifying party would be inappropriate due to actual or
potential differing interests between such indemnified party and any other party
represented by such counsel in such proceeding. The failure to deliver written
notice to the indemnifying party within a reasonable time of the commencement


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of any such action shall relieve such indemnifying party of any liability to the
indemnified party under this Section 3.6, if, and to the extent that, such
failure is prejudicial to such indemnifying party's ability to defend such
action, but the omission so to deliver written notice to the indemnifying party
will not relieve it of any liability that it may have to any indemnified party
otherwise than under this Section 3.6.

                           (d) If the indemnification provided for in this
Section 3.6 is held by a court of competent jurisdiction to be unavailable to an
indemnified party with respect to any loss, liability, claim, damage, or expense
referred to therein, then the indemnifying party, in lieu of indemnifying such
indemnified party hereunder, shall contribute to the amount paid or payable by
such indemnified party as a result of such loss, liability, claim, damage, or
expense (including, without limitation, legal and other expenses incurred by
such indemnified party in investigating or defending any such action or claim)
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 that resulted in such loss,
liability, claim, damage, or expense as well as any other relevant equitable
considerations. The relative fault of the indemnifying party and of the
indemnified party shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission to state a material fact relates to information supplied by the
indemnifying party or by the indemnified party and the parties' relative intent,
knowledge, access to information, and opportunity to correct or prevent such
statement or omission. Notwithstanding the provisions of this Section 3.6(d),
the Holder shall not be required to contribute any amount or make any other
payments under this Agreement which in the aggregate exceed the net proceeds
received by the Holder from the offering covered by the applicable registration
statement.

                           (e) Notwithstanding the foregoing, to the extent that
the provisions on indemnification and contribution contained in the underwriting
agreement entered into in connection with the underwritten public offering are
in conflict with the foregoing provisions, the provisions in the underwriting
agreement shall control.

                           (f) The obligations of the Company and the Holder
under this Section 3.6 shall survive the completion of any offering of
Registrable Securities in a registration statement under this Agreement, and
otherwise.

                  3.7 REPORTS UNDER THE EXCHANGE ACT. With a view to making
available to the Holder the benefits of Rule 144 and any other rule or
regulation of the SEC that may at any time permit the Holder to sell securities
of the Company to the public without registration, the Company agrees to:

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

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

                           (c) furnish to the Holder, so long as the Holder owns
any Registrable Securities, forthwith upon request (i) a written statement by
the Company that it has complied with the reporting requirements of Rule 144,
the Securities Act and the Exchange Act, (ii) a copy of the most recent annual
or quarterly report of the Company and such other reports and docu-


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ments so filed by the Company, and (iii) such other information as may be
reasonably requested in availing the Holder of any rule or regulation of the SEC
which permits the selling of any such securities without registration or
pursuant to such form.

                  3.8 NO ASSIGNMENT OF REGISTRATION RIGHTS. The rights to cause
the Company to register Registrable Securities pursuant to this Agreement may
not be assigned; provided, however, that the Holder may assign its rights and
obligations under this Agreement to any Affiliate of the Holder which has become
the owner of Registrable Securities.

                  3.9 "MARKET STAND-OFF" AGREEMENT. The Holder hereby agrees
that, during the period of duration specified by the Company and an underwriter
of Common Stock or other securities of the Company of the same class as the
Registrable Securities, following the date on which a registration statement of
the Company is filed under the Securities Act, it shall not, to the extent
requested by the Company and such underwriter, directly or indirectly sell,
offer to sell, contract to sell (including, without limitation, any short sale),
grant any option to purchase or otherwise transfer or dispose of (other than to
donees who agree to be similarly bound) any securities of the Company held by it
at any time during such period, except (i) Common Stock included in such
registration (other than Registrable Securities included therein in connection
with the exercise of the Holder's rights pursuant to Section 2 of this
Agreement, in respect of which a registration thereof may be permitted, subject
to the Company's receipt of Holder's written consent not to dispose of such
Registrable Securities in any manner for the relevant time period set forth in
this Section 3.9) and (ii) any Registrable Securities disposed of by private
sale, so long as each such purchaser (and any and all subsequent purchasers)
shall agree in writing, not later than the effective time of such private sale,
to be bound by all of the terms and conditions of this Section 3.9; provided,
however, that:

                           (a) such agreement shall be applicable during the
five (5) years following the date of this Agreement, subject to an earlier
termination of such limitation period following the market stand-off period of
the second such registration statement of the Company which covers Common Stock
(or other securities of the Company of the same class as the Registrable
Securities) to be sold on its behalf to the public in an underwritten offering;

                           (b) such market stand-off time period shall not
exceed 90 days following the effective date of each such registration statement;
and

                           (c) such agreement shall not be applicable more than
once in any 12-month time period.

                           (d) all officers and directors of the Company, all
one-percent security holders, and all other persons with registration rights
(whether or not pursuant to this Agreement) enter into similar agreements.

                  In order to enforce the foregoing covenant, the Company may
impose stop-transfer instructions with respect to the Registrable Securities of
the Holder (and the shares or securities of every other Person subject to the
foregoing restriction) until the end of such period.

                  Notwithstanding the foregoing, the obligations described in
this Section 3.9 shall not apply to a registration relating solely to employee
benefit plans on Form S-1 or Form S-8 or similar forms which may be promulgated
in the future, or a registration relating solely to a


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Commission Rule 145 transaction on Form S-4 or similar forms which may be
promulgated in the future.

         4. COVENANT OF THE COMPANY. So long as Purchaser owns at least 175,000
shares of the Company's Common Stock (adjusted for stock splits, stock
dividends, recapitalization and similar capital adjustments), the Company
covenants and agrees to the following:

                           4.1 FINANCIAL STATEMENTS. The Company shall provide
Purchaser with such financial statements and reports as Purchaser may reasonably
request, and that such statements and reports shall be prepared in good faith,
and shall fully and fairly represent the Company's financial condition and the
results of its operations for the period or periods covered.

                           4.2 MEETINGS OF DIRECTORS, COMMITTEES, AND OBSERVER
RIGHTS. Company shall:

                  (a) Permit Purchaser to have one representative attend each
meeting of the Board, and any committee of the Board, in a non-voting observer
capacity;

                  (b) Send to such representative the notice of the time and
place of each such meeting in the same manner and at the same time as it shall
send such notice to its Directors or committee members; and

                  (c) Provide to such representative copies of all notices,
reports, minutes, and consent resolutions at the same time and in the same
manner as they are provided to the Board or any committee members;

provided that the Company may require as a condition precedent to these rights
that each person proposing to attend any Board meeting and each person who will
have access to any of the information provided by the Company to the Board shall
agree to hold in confidence and trust, and to act in a fiduciary manner with
respect to, all such information received during such meetings or otherwise; and
provided further that the Company reserves the right not to provide information
and to exclude such representative from any meeting or portion of any meeting if
delivery of the information or attendance at the meeting or portion of such
meeting by such representative would result in trade secrets disclosure to such
representative or would adversely affect the attorney-client privilege between
the Company and its counsel or if such representative is affiliated with a
direct competitor of the Company.

         5. AMENDMENTS. This Agreement may not be amended, modified or
supplemented, and waivers of or consents to departures from the provisions of
this Agreement may not be given, unless it would not have an adverse effect upon
the rights of any of the Holders and the Company has obtained the consent of
Holders then owning a majority of the Registrable Securities.

         6. SUCCESSORS AND ASSIGNS. This Agreement shall inure to the benefit
of, and be binding upon, the Company, the Holders and their respective
successors, assigns and transferees, including, without limitation and without
the need for an express assignment, subsequent Holders.


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         7. THIRD-PARTY BENEFICIARIES. The Holders from time to time shall each
be a third party beneficiary of the agreements of the Company contained herein.

         8. HEADINGS. The headings which are contained in this Agreement are for
the sole purpose of convenience of reference, and shall not limit or otherwise
affect the interpretation of any of the provisions hereof.

         9. GOVERNING LAW. This Agreement shall be governed by the laws of the
State of Nevada.

         10. NOTICES. All notices and other communications hereunder shall be in
writing (which shall include publication), and shall be made by hand delivery,
registered first-class mail, facsimile transmission, or any courier providing
overnight delivery, if to the Company or a Purchaser, at the address set forth
in the Subscription Agreement. All such notices and other communications shall
be deemed to have been duly given upon receipt.

         11. ENTIRE AGREEMENT. This Agreement sets forth the entire agreement of
the Company with respect to the subject matter hereof.

         12. SEVERABILITY. In the event that any one or more of the provisions
of this Agreement, or the application thereof in any circumstances, is held
invalid, illegal or unenforceable in any respect for any reason, the validity,
legality and enforceability of any such provision in every other respect and of
the remaining provisions of this Agreement shall not be in any way impaired or
affected thereby.

         13. FURTHER ASSURANCES. The Company will from time to time after the
date hereof take any and all actions, and execute, acknowledge and deliver any
and all documents and instruments, at its cost and expense, as any Holder may
from time to time reasonably request in order to more fully perfect or protect
the rights intended to be granted to it hereunder.

         14. INTERPRETATION. As used in this Agreement, unless the context
otherwise requires: words describing the singular number shall include the
plural and vice versa; words denoting any gender shall include all genders;
words denoting natural persons shall include corporations, partnerships and
other entities, and vice versa; and the words "hereof", "herein" and
"hereunder", and words of similar import, shall refer to this Agreement as a
whole, and not to any particular provision of this Agreement.

         15. WAIVER. The failure of the Company or any Holder to at any time
enforce any of the provisions of this Agreement shall not be deemed or construed
to be a waiver of any such provision, nor to in any way affect the validity of
this Agreement or any provision hereof or the right of the Company or any Holder
to thereafter enforce each and every provision of this Agreement.

         IN WITNESS WHEREOF, the undersigned has duly executed and delivered
this Agreement as of the date above written:

CETALON CORPORATION


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By:
           Harvey Goldstein
           Chief Executive Officer
           Cetalon Corporation


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