MEDCARE TECHNOLOGIES, INC.
    
                      REGISTRATION RIGHTS AGREEMENT
    
     THIS REGISTRATION RIGHTS AGREEMENT ("Agreement") is entered into as of June
20, 1997, by and among Medcare Technologies, Inc., a Delaware corporation (the 
"Company"), Swartz Investments, LLC, a Georgia limited liability company 
("Swartz") and the subscribers (hereinafter referred to as "Subscribers") to the
Company's offering ("Offering") of up to Three Million Dollars ($3,000,000) of 
Series A Preferred Stock (together with the Series A Preferred Stock issuable 
upon exercise of warrants to purchase Series A Preferred Stock of the Company 
issued in the Offering, the "Preferred Stock") pursuant to the Regulation D 
Subscription Agreement between the Company and each of the Subscribers 
("Subscription Agreement(s)").
    
          1.   DEFINITIONS. For purposes of this Agreement:
    
          (a)  The terms "register," "registered," and "registration" refer to a
registration effected by preparing and filing a registration statement or 
similar document in compliance with the Securities Act of 1933 (the "Act"), and 
pursuant to Rule 415 under the Act or any successor rule, and the declaration or
ordering of effectiveness of such registration statement or document;
    
          (b)  For purposes hereof, the term "Registrable Securities" means the 
shares of common stock, $.001 par value per share, of the Company (the "Common 
Stock") together with any capital stock issued in replacement of, in exchange 
for or otherwise in respect of such Common Stock (i) issuable or issued to the 
Subscribers upon conversion of the Preferred Stock and (ii) issuable or issued 
upon exercise of the Warrants issued to the Subscribers and to Swartz or its
designees in the Offering.
    
          Notwithstanding the above:
    
          1. Common Stock which would otherwise be deemed to be Registrable 
          Securities shall not constitute Registrable Securities if those shares
          of Common Stock may be resold in a public transaction not subject to 
          volume limitations without registration under the Act, including 
          without limitation, pursuant to Rule 144 under the Act; and
    
          2. any Registrable Securities legally resold in a public transaction 
          shall cease to constitute Registrable Securities. 
    
          (c)  The number of shares of "Registrable Securities then outstanding"
shall be determined by the number of shares of Common Stock which have been 
issued or are issuable in connection with the Offering and which are issuable 
upon exercise of the Warrant(s) at the time of such determination;
    
          (d)  The term "Holder" means any person owning or having the right to 
acquire Registrable Securities or any permitted assignee thereof;
    
          (e)  The term "Due Date" means the date which is four (4) months after
the Last Closing (as defined in the Subscription Agreement) of the Offering;
    
          (f)  The terms "Warrant" and "Warrants" refer to the warrants to 
purchase Common Stock of the Company issued or to be issued to Subscribers as 
securities in connection with the Offering and the warrants granted to Swartz or
to persons designated by Swartz in connection with the Offering.
    
                               EXHIBIT F
    
                                  1
<PAGE>

          2.   REQUIRED REGISTRATION.
    
          (a)  The Company shall, no later than sixty (60) days after the Last 
Closing (as defined in the Subscription Agreements), file a registration 
statement (the "Registration Statement") on Form S-l (or other suitable form, at
the Company's discretion but subject to the reasonable approval of Subscribers) 
with the Securities and Exchange Commission (the "SEC"). The Company shall, 
within ten (10) days of the filing of the Registration Statement, send a copy of
the Registration Statement to Subscribers. Such Registration Statement shall 
initially cover the resale of a number of shares of Common Stock issuable upon 
conversion of the Preferred Stock and exercise of the Warrants equal to at least
one million five hundred thousand ( 1,500,000) shares of Common Stock, allocated
and reserved pro rata among the Subscribers and Swartz or designees of Swartz, 
and shall cover, to the extent allowable by applicable law, such additional 
indeterminate number of shares of Common Stock as are required to effect the 
full conversion of the Preferred Stock and the full exercise of the Warrants, 
due to fluctuations in the price of the Company's Common Stock. The Company 
shall use its best efforts to have the Registration Statement declared effective
as soon as possible. In the event that the Company determines or is notified by 
a Holder that the Registration Statement does not cover a sufficient number of 
shares of Common Stock to effect conversion of all Preferred Stock then eligible
for conversion, including Preferred Stock issuable upon exercise of warrants to 
purchase Series A Preferred Stock of the Company, and exercise of the 
outstanding Warrants, the Company shall, within five (5) business days, amend 
the Registration Statement or file a new registration statement to add such 
number of additional shares as would be necessary to effect all such conversions
of the Preferred Stock and exercises of the Warrants. If the Registration
Statement is not declared effective within five (5) calendar months after the 
Last Closing or if any new or amended registration statement required to be 
filed hereunder is not declared effective within two (2) calendar months of the 
date it is required to be filed, the Company shall pay Subscribers an amount 
equal to two percent (2%) per month of the aggregate amount of Preferred Stock 
sold to Subscriber in the Offering, compounded monthly and accruing daily until 
the Registration Statement is declared effective (the "Late Registration 
Payment"), payable, at each Subscriber's option, in either cash or Common Stock.
If Subscriber elects to be paid in cash, such Late Registration Payment shall
be paid to such Subscriber within five (5) business days following the end of 
the month in which such Late Registration Payment was accrued. If Subscriber 
elects to be paid in Common Stock, such number of shares shall be determined as 
follows:
    
     Upon conversion of each share of Preferred Stock, the Company shall issue 
     to Subscriber the number of shares of Common Stock determined as set forth 
     in Section 5(a) of the Certificate of Designation plus an additional number
     of shares of Common Stock (the "Additional Shares") determined as set forth
     below:
    
                    Additional Shares = Late Registration Payment
                                        -------------------------
                                             Conversion Price
    
where, "Conversion Price" has the definition ascribed to it in the Certificate 
of Designation.
    
Such Additional Shares shall also be deemed "Registrable Securities" as defined 
herein.
    
          (b)  The Registration Statement shall be prepared as a "shelf" 
registration statement under Rule 415, and shall be maintained effective until 
the Holders of the Registrable Securities have completed a distribution of such 
Securities.
    
          (c)  The Company represents that it is presently eligible to effect 
the registration contemplated hereby on Form S- 1 and will use its best efforts 
to continue to take such actions as are necessary to maintain such eligibility.
    
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<PAGE>
    
          3.   PIGGYBACK REGISTRATION. If the Registration Statement is not
effective by the Due Date, and if (but without any obligation to do so) the 
Company proposes to register (including for this purpose a registration effected
by the Company for stockholders other than the Holders) any of its Common Stock 
under the Act in connection with the public offering of such securities solely 
for cash (other than a registration relating solely for the sale of securities 
to participants in a Company stock plan or a registration on Form S-4 
promulgated under the Act or any successor or similar form registering stock 
issuable upon a reclassification, upon a business combination involving an 
exchange of securities or upon an exchange offer for securities of the issuer or
another entity), the Company shall, at such time, promptly give each Holder 
written notice of such registration (a "Piggyback Registration Statement"). Upon
the written request of each Holder given by facsimile within ten (10) days after
mailing of such notice by the Company, the Company shall cause to be included in
such Piggyback Registration Statement all of the Registrable Securities that 
each such Holder has requested to be registered ("Piggyback Registration") to 
the extent such inclusion does not violate the registration rights of any other 
securityholder of the Company granted prior to the date hereof; nothing herein 
shall prevent the Company from withdrawing or abandoning the Piggyback 
Registration Statement prior to its effectiveness. The election of initiating 
Holders to participate in a Piggyback Registration Statement shall not impact 
the amount payable to investors pursuant to Section 2(a) herein except that the 
Late Registration Payment shall cease to accrue as of the date of the 
effectiveness of the Piggyback Registration Statement. 
    
          4.   LIMITATION ON OBLIGATIONS TO REGISTER.
    
          (a)  In the case of a Piggyback Registration on an underwritten public
offering by the Company, if the managing underwriter determines and advises in 
writing that the inclusion in the Piggyback Registration Statement of all 
Registrable Securities proposed to be included would interfere with the 
successful marketing of the securities proposed to be registered by the Company,
then the number of such Registrable Securities to be included in the Piggyback 
Registration Statement, to the extent such Registrable Securities may be 
included in such Piggyback Registration Statement shall be allocated among all 
Holders who had requested Piggyback Registration pursuant to the terms hereof, 
in the proportion that the number of Registrable Securities which each such
Holder, including Swartz, seeks to register bears to the total number of 
Registrable Securities sought to be included by all Holders, including Swartz. 
    
          (b)  In the event the Company believes that shares sought to be 
registered under Section 2 or Section 3 by Holders do not constitute 
"Registrable Securities" by virtue of Section l(b) of this Agreement, and the 
status of those shares as Registrable Securities is disputed, the Company shall 
provide, at its expense, an opinion of counsel, reasonably acceptable to the 
Holders of the Registrable Securities at issue (and satisfactory to the 
Company's transfer agent to permit the sale and transfer) that those securities 
may be sold immediately, without a volume limitation and without registration 
under the Act, by virtue of Rule 144 or similar provisions. 
    
          5.   OBLIGATIONS OF THE COMPANY. Whenever required under this
Agreement to effect the registration of any Registrable Securities, the Company 
shall, as expeditiously as reasonably possible:
    
          (a)  Prepare and file with the SEC a registration statement with 
respect to such Registrable Securities and use its best efforts to cause such 
registration statement to become effective.
    
          (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 
Act with respect to the disposition of all securities covered by such 
registration statement.
    
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<PAGE>

          (c)  With respect to any registration statement filed pursuant to this
Agreement, keep such registration statement effective until the Holders of 
Registrable Securities covered by such registration statement have completed the
distribution described in the registration statement. 
    
          (d)  Furnish to the Holders of Registrable Securities covered by a 
registration statement such numbers of copies of a prospectus, including a 
preliminary prospectus, in conformity with the requirements of the Act, and such
other documents as they may reasonably request in order to facilitate the 
disposition of Registrable Securities owned by them. 
    
          (e)  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 Holders of 
the Registrable Securities covered by such registration statement, 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.
    
          (f)  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. Each Holder participating 
in such underwriting shall also enter into and perform its obligations under 
such an agreement.
    
          (g)  As promptly as practicable after becoming aware of such event, 
notify each Holder of Registrable Securities covered by a registration statement
of the happening of any event of which the Company has knowledge, as a result of
which the prospectus included in the 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, 
in light of the circumstances under which they were made, not misleading, and 
subject to Section 6 use its best efforts promptly to prepare a supplement or 
amendment to the registration statement to correct such untrue statement or 
omission, and deliver a number of copies of such supplement or amendment to each
such Holder as such Holder may reasonably request.
    
          (h)  Provide Holders of Registrable Securities covered by a 
registration statement with written notice of the date that a registration 
statement registering the resale of the Registrable Securities is declared 
effective by the SEC, and the date or dates when the Registration Statement
is no longer effective.
    
          (i)  Provide Holders and their representatives the opportunity to 
conduct a reasonable due diligence inquiry of Company's pertinent financial and 
other records and make available its officers, directors and employees for 
questions regarding such information as it relates to information contained in 
the registration statement.
    
          (j)  Provide Holders and their representatives the opportunity to 
review the registration statement and all amendments thereto a reasonable period
of time prior to their filing with the SEC if so requested by Holder in writing.
    
          6.   BLACK OUT. In the event that, during the time that the 
Registration Statement is effective, the Company reasonably determines, based 
upon advice of counsel, that due to the existence of material non-public 
information, disclosure of such material non-public information would be 
required to make the statements contained in the Registration Statement not
misleading, and the Company has a bona fide business purpose for preserving as 
confidential such material non-public information, the Company shall have the 
right to suspend the effectiveness of the Registration Statement, and no Holder 
shall be permitted to sell any Registrable Securities pursuant thereto, until  
such time as such suspension is no longer advisable; provided, however, 

                                  4
<PAGE>

that such time shall not exceed a period of sixty (60) days. As soon as such 
suspension is no longer advisable, the Company shall, if required, promptly, but
in no event later than the date the Company files any documents with the SEC 
referencing such material information, file with the SEC an amendment to the 
Registration Statement disclosing such information and use its best efforts to 
have such amendment declared effective as soon as possible. In the event the 
effectiveness of the Registration Statement is suspended by the Company pursuant
hereto, the  Company shall promptly notify all Holders whose securities are 
covered by the Registration Statement of such suspension, and shall promptly 
notify each such Holder as soon as the effectiveness of the Registration 
Statement has been resumed. Holders agree to comply with all requirements of SEC
Rule lOb-6, if applicable, or its successor rule during all applicable time 
periods. 
    
          7.   FURNISH INFORMATION.  It shall be a condition precedent to the
obligations of the Company to take any action pursuant to this Agreement with 
regard to each selling Holder that such selling Holder shall furnish to the 
Company such information regarding Holder, 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 Registrable Securities or to 
determine that registration is not required pursuant to Rule 144 or other 
applicable provision of the Act.
    
          8.   EXPENSES. All expenses other than underwriting discounts and 
commissions and fees and expenses of counsel to the selling Holders incurred in 
connection with registrations, filings or qualifications pursuant hereto, 
including (without limitation) all registration, filing and qualification fees, 
printers' and accounting fees for the Company, and, fees and disbursements of
counsel for the Company, shall be borne by the Company.
    
          9.   INDEMNIFICATION. In the event any Registrable Securities are 
included in a Registration Statement or a Piggyback Registration Statement 
under this Agreement:  

          (a)  To the extent permitted by law, the Company will indemnify and 
hold harmless each Holder, the officers and directors of each Holder, any 
underwriter (as defined in the Act) for such Holder and each person, if any, who
controls such Holder or underwriter within the meaning of the Act or the 
Securities Exchange Act of 1934, as amended (the "1934 Act"), against any 
losses, claims, damages, or liabilities (joint or several) to which they may 
become subject under the Act, the 1934 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 or 
omissions (collectively or singularly, 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, or (ii) the omission or 
alleged omission to state therein a material fact required to be stated therein,
or necessary to make the statements therein not misleading, and the Company will
reimburse each such Holder, officer or director, underwriter or controlling 
person for 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 agreement contained in this 
Section 9(a) 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 Company (which consent shall not be unreasonably withheld), nor 
shall the Company be liable in any such case for 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 
any such Holder, officer, director, underwriter or controlling person.
    
          (b)  To the extent permitted by law, each selling Holder, severally 
and not jointly, will indemnify and hold harmless the Company, each of its 
directors, each of its officers who have signed such registration statement, 
each person, if any, who controls the Company  

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<PAGE>
    
within the meaning of the Act, any underwriter and any other Holder selling 
securities in such registration statement or any of its directors or officers or
any person who controls such Holder, against any losses, claims, damages, or 
liabilities (joint or several) to which the Company or any such director, 
officer, controlling person, or underwriter or controlling person, or other such
Holder or director, officer or controlling person may become subject, under the 
Act, the 1934 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 a Violation to the extent (and only to the extent) that such 
Violation is made in reliance upon and in conformity with written information 
furnished by such Holder expressly for use in connection with such registration 
statement; and each such Holder will reimburse any legal or other expenses 
reasonably incurred by the Company and any such director, officer, controlling 
person, underwriter or controlling person, other Holder, officer, director, or
controlling person in connection with investigating or defending any such loss, 
claim, damage, liability, or action; provided, however, that the indemnity 
agreement contained in this Section 9(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.
    
          (c)  Promptly after receipt by an indemnified party under this Section
9 of notice of the commencement of any action (including any governmental 
action), such indemnified party will, if a claim in respect thereof is to be 
made against any indemnifying party under this Section 9, deliver to the 
indemnifying party a written notice of the commencement 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 shall 
have the right to retain its own counsel, with the reasonably incurred fees and 
expenses of one such counsel 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 conflicting
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 of any such 
action, if prejudicial to its ability to defend such action, shall relieve such 
indemnifying party of any liability to the indemnified party under this Section 
9, 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 9.
    
          (d)  In the event that the indemnity provided in paragraph (a) or (b) 
of this Section 9 is unavailable to or insufficient to hold harmless an 
indemnified party for any reason, the Company and each Holder agree to 
contribute to the aggregate claims, losses, damages and liabilities (including 
legal or other expenses reasonably incurred in connection with investigating or 
defending same) (collectively "Losses") to which the Company and one or more of 
the Holders may be subject in such proportion as is appropriate to reflect the 
relative fault of the Company and the Holders in connection with the Violations 
which resulted in such Losses. Relative fault shall be determined by reference 
to whether any alleged untrue statement or omission relates to information 
provided by the Company or by the Holders. The Company and the Holders agree 
that it would not be just and equitable if contribution were determined by pro 
rata allocation or any other method of allocation which does not take account of
the equitable considerations referred to above.  Notwithstanding the provisions 
of this Section 9(d), no person guilty of fraudulent misrepresentation (within 
the meaning of Section lO(f) of the Act) shall be entitled to contribution from 
any person who was not guilty of such fraudulent misrepresentation. For purposes
of this Section 9, each person who controls a Holder of Registrable Securities 
within the meaning of either the Act or the 1934 Act and each director, officer,
partner, employee and agent of a Holder shall have the same rights to 
contribution as such Holder, and each person who controls the Company within the
meaning of either the Act or the 1934 Act and each director of the Company, and 
each officer of the Company who has signed the registration statement, shall 
have the same  

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<PAGE>    

rights to contribution as the Company, subject in each case to the applicable 
terms and conditions of this Section 9(d).
    
          (e)  The obligations of the Company and Holders under this Section 9 
shall survive the redemption and conversion, if any, of the Preferred Stock, the
completion of any offering of Registrable Securities in a Registration Statement
or Piggyback Registration Statement under this Agreement, and otherwise.

          10.  REPORT UNDER SECURITIES EXCHANGE ACT OF 1934. With a view to 
making available to the Holders the benefits of Rule 144 promulgated under the 
Act and any other rule or regulation of the SEC that may at any time permit a 
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 Act and the 1934 Act; and
    
          (c)  furnish to any Holder, so long as the Holder owns any Registrable
Securities, forthwith upon request (i) a written statement by the Company, if 
true, that it has complied with the reporting requirements of SEC Rule 144, the 
Act and the 1934 Act, (ii) a copy of the most recent annual or quarterly report 
of the Company and such other reports and documents so filed by the Company, and
(iii) such other information as may be reasonably requested in availing any 
Holder of any rule or regulation of the SEC which permits the selling of any 
such securities without registration.
    
          11.  AMENDMENT OF REGISTRATION RIGHTS. Any provision of this
Agreement may be amended and the observance thereof may be waived (either 
generally or in a particular instance and either retroactively or 
prospectively), only with the written consent of the Company and the Holders of 
a majority of the Registrable Securities provided that the amendment treats all 
Holders equally. Any amendment or waiver effected in accordance with this 
Section 11 shall be binding upon each Holder and the Company.
    
          12.  NOTICES. All notices required or permitted under this Agreement 
shall be made in writing signed by the party making the same, shall specify the 
section under this Agreement pursuant to which it is given, and shall be 
addressed if to (i) the Company at: Medcare Technologies, Inc., 608 S. 
Washington Street, Suite 101, Naperville, Illinois 60540, Telephone No. 
(630) 428-2862, Facsimile No. (630) 428-2864, (ii) the Holders at their 
respective last address as shown on the records of the Company, and (iii) Swartz
at: Swartz Investments, LLC, Attn. Eric Swartz, 200 Roswell Summit, Suite 285, 
1080 Holcomb Bridge Road, Roswell, Georgia 30076, Telephone No. (770) 640-8130, 
Facsimile No. (770) 640-7150. Any notice, except as otherwise provided in this
Agreement, shall be made by facsimile and shall be deemed given at the time of 
transmission of the facsimile.
    
          13.  TERMINATION. This Agreement shall terminate on the date all 
Registrable Securities cease to exist; but without prejudice to (i) the parties'
rights and obligations arising from breaches of this Agreement occurring prior 
to such termination and (ii) the indemnification obligations under this 
Agreement.
    
          14.  ASSIGNMENT. No assignment, transfer or delegation, whether by 
operation of law or otherwise, of any rights or obligations under this Agreement
by the Company or any Holder, respectively, shall be made without the prior 
written consent of the majority in interest of the Holders or the Company, 
respectively; provided that the rights of a Holder may be 
    
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transferred to a subsequent holder of the Holder's Registrable Securities 
(provided such transferee shall provide to the Company, together with or prior 
to such transferee's request to have such Registrable Securities included in a 
Registration Statement or Piggyback Registration Statement, a writing executed 
by such transferee agreeing to be bound as a Holder by the terms of this 
Agreement), and the Company hereby agrees to file a new registration statement 
or an amended registration statement including such transferee as a selling 
securityholder thereunder; and provided further that the Company may transfer 
its rights and obligations under this Agreement to a purchaser of all or a 
substantial portion of its business if the obligations of the Company under this
Agreement are assumed in connection with such transfer, either by merger or 
other operation of law (which may include without limitation a transaction 
whereby the Registrable Securities are converted into securities of the 
successor in interest) or by specific assumption executed by the transferee.
    
          15.   GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of the State of Delaware applicable to agreements 
made in and wholly to  be performed in that jurisdiction, except for matters 
arising under the Act or the 1934 Act, which matters shall be construed and 
interpreted in accordance with such laws. 
    
          16.  EXECUTION IN COUNTERPARTS PERMITTED.  This Agreement may be
executed in any number of counterparts, each of which shall be enforceable 
against the parties actually executing such counterparts, and all of which 
together shall constitute one (1) instrument. 


    
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     IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the 
date first above written.
   
                                                    MEDCARE TECHNOLOGES, INC.
    

                                                    By: ______________________
                                                    Harmel S. Rayat, President
    
                                      Address:      Medcare Technologies, Inc.
                                                    608 S. Washington Street
                                                    Suite 101
                                                    Naperville, Illinois 60540
                                                    Telephone No. (630) 428-2862
                                                    Facsimile No. (630) 428-2864
    

                                                    SWARTZ INVESTMENTS, LLC
    
                                                    By: ________________________
                                                    Eric S. Swartz, President
    
                                     Address:       200 Roswell Summit Suite 285
                                                    1080 Holcomb Bridge Road
                                                    Roswell, GA 30076
                                                    Telephone: (770) 640-8130
                                                    Facsimile: (770) 640-7150
    
                                                    INVESTOR(S)
    
                                                    ________________________
                                                    Investor's Name
    
   
                                                    By:_____________________
                                                       (Signature)
                                      Address:      ________________________
                                                    ________________________
                                                    ________________________

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