Exhibit 10.3





                          REGISTRATION RIGHTS AGREEMENT


                            DATED AS OF APRIL 1, 2003


                                     BETWEEN


                      AMERICAN MILLENNIUM CORPORATION, INC.


                                       AND


                                    LISEN LLC

                     (Purchaser of Series A Preferred Stock)


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                          REGISTRATION RIGHTS AGREEMENT

         This REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT") is entered into
as of this 1st day of April, 2003, between American Millennium Corporation,
Inc., a New Mexico corporation (the "Company"), and LISEN LLC (the "Purchaser").

         WHEREAS, the Purchaser intends to purchase shares of Preferred Stock,
par value $0.001, of the Company pursuant to the terms and conditions of a
Preferred Stock Purchase Agreement dated as of April 1, 2003 (the "Purchase
Agreement"); and

         WHEREAS, the Purchase Agreement requires that the Company enter into
this Agreement with the Purchaser;

         NOW, THEREFORE, in consideration of the foregoing, the parties to this
Agreement hereby agree as follows:

         1. DEMAND REGISTRATION. If, (i) at any time after April 2, 2006, or
(ii) prior to April 1, 2006 in the event of a CHANGE OF CONTROL or INSOLVENCY
PROCEEDINGS as those terms are defined in the Purchase Agreement, the Purchaser
shall request the Company in writing to register under the Securities Act of
1933, as amended (the "SECURITIES ACT"), any shares of the Common Stock, par
value $0.001, of the Company (the "COMMON STOCK") issuable upon conversion of
the Series A Non-Voting Convertible Preferred Stock, par value $0.001 (the
"PREFERRED STOCK") and, if required by the Securities and Exchange Commission
(the "SEC"), the shares of Preferred Stock owned by the Purchaser (the shares of
Common Stock and, if applicable, Preferred Stock subject to such request being
herein referred to as the "SUBJECT STOCK"), the Company shall use its reasonable
best efforts to cause the shares of Subject Stock specified in such request to
be registered as soon as reasonably practicable so as to permit the sale
thereof, and in connection therewith shall prepare and file a Form S-3
registration statement or such other form as is then available (or any successor
form of registration statement to such Form S-3 or other available registration
statement) with the SEC under the Securities Act to effect such registration;
PROVIDED, HOWEVER, that each such request shall (i) specify the number of shares
of Subject Stock intended to be offered and sold, (ii) express the present
intention of the Purchaser to offer or cause the offering of such shares of
Subject Stock for distribution, (iii) describe the nature or method of the
proposed offer and sale thereof, and (iv) contain the undertaking of the
Purchaser to provide all such information and materials and take all such action
as may be required in order to permit the Company to comply with all applicable
requirements of the SEC and to obtain any desired acceleration of the effective
date of such registration statement. The Purchaser shall not be entitled to
request more than one demand registration statement under this Agreement in any
twelve-month period, and the Purchaser shall not be entitled to more than a
total of two requests for demand registration statements pursuant to this
Agreement.

         2. OBLIGATIONS OF THE COMPANY.

                  (a) Whenever the Company is required by the provisions of this
         Agreement to use its reasonable best efforts to effect the registration
         of any Common Stock under the Securities Act, the Company shall (i)
         prepare and, as soon as reasonably possible, file with the SEC a
         registration statement with respect to the shares of Subject Stock, and
         shall use its reasonable best efforts to cause such registration
         statement to become effective and to remain effective until the earlier
         of the sale of the shares of Subject Stock so registered or ninety (90)
         days subsequent to the effective date of such registration; (ii)
         prepare and file with the SEC such amendments and supplements to such
         registration statement and the prospectus used in connection therewith
         as may be reasonably necessary to make and to keep such registration
         statement effective and to comply with the provisions of the Securities
         Act with respect to the sale or other disposition of all securities
         proposed to be registered pursuant to such registration statement until
         the earlier of the sale of the shares of Subject Stock so registered or
         90 days subsequent to the effective date of such registration
         statement; and (iii) take all such other action either necessary or
         desirable to permit the shares of Subject Stock held by the Purchaser
         to be registered and disposed of in accordance with the method of
         disposition described herein.


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                  (b) Notwithstanding the foregoing, if the Company shall
         furnish to the Purchaser a certificate signed by its Chairman, Chief
         Executive Officer or Chief Financial Officer stating that (i) filing a
         registration statement or maintaining effectiveness of a current
         registration statement would have a material adverse effect on the
         Company or its stockholders in relation to any material financing,
         acquisition or other corporate transaction, and the Company has
         determined in good faith that such disclosure is not in the best
         interests of the Company and its shareholders, or (ii) the Company has
         determined in good faith that the filing or maintaining effectiveness
         of a current registration statement would require disclosure of
         material information the Company has a valid business purpose of
         retaining as confidential, the Company shall be entitled to postpone
         filing or suspend the use by the Purchaser of the registration
         statement, as the case may be, for a reasonable period of time, but not
         in excess of an aggregate of ninety (90) calendar days in any three
         hundred and sixty (360) day period. If the Company furnishes a notice
         under this paragraph, the Company shall extend the period during which
         such registration statement shall be maintained effective as provided
         in Section 2(a) hereof by the number of days during the period from and
         including the date of the giving of notice under this paragraph to the
         date when sales under the registration statement may recommence.

                  (c) In connection with any registration statement, the
         following provisions shall apply:

                           (1) The Company shall furnish to the Purchaser, prior
                  to the filing thereof with the SEC, a copy of any registration
                  statement, and each amendment thereof and each amendment or
                  supplement, if any, to the prospectus included therein and
                  shall use its reasonable best efforts to reflect in each such
                  document, when so filed with the SEC, such comments as the
                  Purchaser and its counsel reasonably may propose.

                           (2) The Company shall take such action as may be
                  necessary so that (i) any registration statement and any
                  amendment thereto and any prospectus forming part thereof and
                  any amendment or supplement thereto (and each report or other
                  document incorporated therein by reference) complies in all
                  material respects with the Securities Act and the Securities
                  Exchange Act of 1934, as amended (the "EXCHANGE ACT") and the
                  respective rules and regulations thereunder, (ii) any
                  registration statement and any amendment thereto does not,
                  when it becomes effective, contain an untrue statement of a
                  material fact or omit to state a material fact required to be
                  stated therein or necessary to make the statements therein not
                  misleading and (iii) any prospectus forming part of any
                  registration statement, and any amendment or supplement to
                  such prospectus, does not include an untrue statement of a
                  material fact or omit to state a material fact necessary in
                  order to make the statements therein, in the light of the
                  circumstances under which they were made, not misleading.

                           (3) (A) The Company shall advise the Purchaser and,
                  if requested by the Purchaser, confirm such advice in writing:

                                            (i) when a registration statement
                                    and any amendment thereto has been filed
                                    with the SEC and when the registration
                                    statement or any post-effective amendment
                                    thereto has become effective; and

                                            (ii) of any request by the SEC for
                                    amendments or supplements to the
                                    registration statement or the prospectus
                                    included therein or for additional
                                    information.

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<PAGE>

                                            (iii) the issuance by the SEC of any
                                    stop order suspending effectiveness of the
                                    registration statement or the initiation of
                                    any proceedings for that purpose;

                                            (iv) the receipt by the Company of
                                    any notification with respect to the
                                    suspension of the qualification of the
                                    securities included therein for sale in any
                                    jurisdiction or the initiation of any
                                    proceeding for such purpose; and

                                            (v) the happening of any event that
                                    requires the making of any changes in the
                                    registration statement or the prospectus.

                           (4) The Company shall use its reasonable best efforts
                  to prevent the issuance, and if issued to obtain the
                  withdrawal, of any order suspending the effectiveness of the
                  registration statement relating to the Subject Stock at the
                  earliest possible time.

                           (5) The Company shall furnish to Purchaser with
                  respect to the registration statement relating to the Subject
                  Stock, without charge, at least one copy of such registration
                  statement and any post-effective amendment thereto, including
                  financial statements and schedules, and all reports, other
                  documents and exhibits (including those incorporated by
                  reference).

                           (6) The Company shall furnish to the Purchaser such
                  number of copies of any prospectus (including any preliminary
                  prospectus and any amended or supplemented prospectus)
                  relating to the Subject Stock, in conformity with the
                  requirements of the Securities Act, as the Purchaser may
                  reasonably request in order to effect the offering and sale of
                  the shares of Subject Stock to be offered and sold, but only
                  while the Company shall be required under the provisions
                  hereof to cause the registration statement to remain current,
                  and the Company consents (except during the continuance of any
                  event described in Sections 2(b) or 2(c)(3)(B)(iii)) to the
                  use of the Prospectus or any amendment or supplement thereto
                  by the Purchaser in connection with the offering and sale of
                  the Subject Stock covered by the Prospectus or any amendment
                  or supplement thereto.

                           (7) Prior to any offering of Subject Stock pursuant
                  to any registration statement, the Company shall use its
                  reasonable best efforts to register or qualify the shares of
                  Subject Stock covered by such registration statement under the
                  securities or blue sky laws of such states as the Purchaser
                  shall reasonably request, maintain any such registration or
                  qualification current until the earlier of the sale of the
                  shares of Subject Stock so registered or 90 days subsequent to
                  the effective date of the registration statement, and do any
                  and all other acts and things either reasonably necessary or
                  advisable to enable the Purchaser to consummate the public
                  sale or other disposition of the shares of Subject Stock in
                  jurisdictions where the Purchaser desires to effect such sales
                  or other disposition; provided, however, that the Company
                  shall not be required to take any action that would subject it
                  to the general jurisdiction of the courts of any jurisdiction
                  in which it is not so subject or to qualify as a foreign
                  corporation in any jurisdiction where the Company is not so
                  qualified.

                           (8) In connection with any offering of shares of
                  Subject Stock registered pursuant to this Agreement, the
                  Company shall (i) furnish the Purchaser, at the Company's
                  expense, on a timely basis with certificates free of any
                  restrictive legends representing ownership of the shares of
                  Subject Stock being sold in such denominations and registered
                  in such names as the Purchaser shall request and (ii) instruct
                  the transfer agent and registrar of the Subject Stock to
                  release any stop transfer orders with respect to the shares of
                  Subject Stock being sold.



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<PAGE>

                           (9) Upon the occurrence of any event that requires
                  the making of any changes in the registration statement or the
                  prospectus, the Company shall promptly prepare a
                  post-effective amendment to any registration statement or an
                  amendment or supplement to the related prospectus or file any
                  other required document so that, as thereafter delivered to
                  purchasers of the Subject Stock included therein, the
                  prospectus will not include an untrue statement of a material
                  fact or omit to state any material fact necessary to make the
                  statements therein, in the light of the circumstances under
                  which they were made, not misleading. If the Company notifies
                  Purchaser of the occurrence of any such event, Purchaser shall
                  suspend the use of the prospectus until the requisite changes
                  to the prospectus have been made.

                           (10) The Company shall make generally available to
                  its security holders or otherwise provide in accordance with
                  Section 11(a) of the Securities Act as soon as practicable
                  after the effective date of the applicable registration
                  statement, an earnings statement satisfying the provisions of
                  Section 11(a) of the Securities Act.

                           (11) The Company shall, if requested, promptly
                  include or incorporate in a prospectus supplement or
                  post-effective amendment to a registration statement, such
                  information as the Purchaser reasonably requests to be
                  included therein and to which the Company does not reasonably
                  object and shall make all required filings of such prospectus
                  supplement or post-effective amendment as soon as practicable
                  after they are notified of the matters to be included or
                  incorporated in such prospectus supplement or post-effective
                  amendment.

                           (12) The Company will use its best efforts to cause
                  the Subject Stock to be admitted for quotation on the National
                  Quotation Bureau, Inc., or the OTC Bulletin Board, or the
                  Nasdaq National Market or other stock exchange or trading
                  system on which the Common Stock primarily trades on or prior
                  to the effective date of any registration statement hereunder.

                  (d) With a view to making available the benefits of certain
         rules and regulations of the SEC that may at any time permit the sale
         of the Subject Stock to the public without registration, the Company
         agrees to:

                  (e) Make and keep public information available, as those terms
         are understood and defined in Rule 144 (or any successor provision)
         under the Securities Act, at all times;

                  (f) During the term of this Agreement, to furnish to the
         Purchaser upon request (i) a written statement by the Company as to its
         compliance with the reporting requirements of Rule 144, (ii) a copy of
         the most recent annual or quarterly report of the Company, and (iii)
         such other reports and documents of the Company as the Purchaser may
         reasonably request in availing itself of any rule or regulation of the
         SEC allowing the Purchaser to sell any such securities without
         registration.

         3. EXPENSES. The Company shall pay all fees and expenses incurred in
connection with the performance of its obligations under Sections 1 and 2
hereof, including, without limitation, all SEC and blue sky registration and
filing fees, printing expenses, transfer agents' and registrars' fees, and the
reasonable fees and disbursements of the Company's outside counsel and
independent accountants incurred in connection with the preparation, filing and
amendment of any registration statement authorized by this Agreement (but
excluding underwriters' and brokers' discounts and commissions).

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         4. INDEMNIFICATION AND CONTRIBUTION.

                  (a) INDEMNIFICATION BY THE COMPANY. In the case of any
         offering registered pursuant to this Agreement, the Company agrees to
         indemnify and hold the Purchaser and each person who controls any of
         the foregoing within the meaning of Section 15 of the Securities Act
         harmless against any and all losses, claims, damages or liabilities to
         which they or any of them may become subject under the Securities Act
         or any other statute or common law or otherwise, and to reimburse them,
         from time to time upon request, for any legal or other expenses
         incurred by them in connection with investigating any claims and
         defending any actions, insofar as any such losses, claims, damages,
         liabilities or actions shall arise out of or shall be based upon (i)
         any untrue statement of a material fact contained in the registration
         statement (or any amendment thereto) relating to the sale of such
         shares of Subject Stock, including all documents incorporated therein
         by reference, or the omission to state therein a material fact required
         to be stated therein or necessary to make the statements therein not
         misleading, or (ii) any untrue statement of a material fact contained
         in any preliminary prospectus (as amended or supplemented by a filing
         with the SEC), if used prior to the effective date of such registration
         statement or contained in the prospectus (as amended or supplemented if
         the Company shall have filed with the SEC any amendment thereof or
         supplement thereto), if used within the period during which the Company
         shall be required to keep the registration statement to which such
         prospectus relates current pursuant to the terms of this Agreement, or
         the omission to state therein (if so used) a material fact necessary in
         order to make the statements therein, in the light of the circumstances
         under which they were made, not misleading; PROVIDED, HOWEVER, that the
         indemnification agreement contained in this Section 4(a) shall not
         apply to such losses, claims, damages, liabilities or actions which
         shall arise from the sale of shares of Subject Stock to any person if
         such losses, claims, damages, liabilities or actions shall arise out of
         or shall be based upon any such untrue statement or any such omission,
         if such statement or omission shall have been (i) made in reliance upon
         and in conformity with information furnished in writing to the Company
         by the Purchaser or any such underwriter specifically for use in
         connection with the preparation of the registration statement or any
         preliminary prospectus or prospectus contained in the registration
         statement or any such amendment thereof or supplement thereto, or (ii)
         made in any preliminary prospectus, and the prospectus contained in the
         registration statement as declared effective or in the form filed by
         the Company with the SEC pursuant to Rule 424 under the Securities Act
         shall have corrected such statement or omission and a copy of such
         prospectus shall not have been sent or given to such person at or prior
         to the confirmation of such sale to him.

                  (b) INDEMNIFICATION BY THE PURCHASER. In the case of each
         offering registered pursuant to this Agreement, the Purchaser agrees,
         in the same manner and to the same extent as set forth in Section 4(a)
         of this Agreement to indemnify and hold harmless the Company and each
         person, if any, who controls the Company within the meaning of Section
         15 of the Securities Act, its directors and those officers of the
         Company who shall have signed any such registration statement with
         respect to any statement in or omission from such registration
         statement or any preliminary prospectus (as amended or as supplemented,
         if amended or supplemented as aforesaid) or prospectus contained in
         such registration statement (as amended or as supplemented, if amended
         or supplemented as aforesaid), if such statement or omission shall have
         been made in reliance upon and in conformity with information furnished
         in writing to the Company by the Purchaser specifically for use in
         connection with the preparation of such registration statement or any
         preliminary prospectus or prospectus contained in such registration
         statement or any such amendment thereof or supplement thereto.

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                  (c) NOTICE OF CLAIMS. Each party indemnified under Section
         4(a) or Section 4(b) of this Agreement shall, promptly after receipt of
         notice of the commencement of any action against such indemnified party
         in respect of which indemnity may be sought, notify the indemnifying
         party in writing of the commencement thereof, enclosing a copy of all
         papers served on such indemnified party. The omission of any
         indemnified party so to notify an indemnifying party of any such action
         shall not relieve the indemnifying party from any liability in respect
         of such action which it may have to such indemnified party on account
         of the indemnity agreement contained in Section 4(a) or Section 4(b) of
         this Agreement, unless the indemnifying party was prejudiced by such
         omission, and in no event shall relieve the indemnifying party from any
         other liability which it may have to such indemnified party. In case
         any such action shall be brought against any indemnified party and it
         shall notify an indemnifying party of the commencement thereof, the
         indemnifying party shall be entitled to participate therein and, to the
         extent that it may wish, jointly with any other indemnifying party
         similarly notified, to assume the defense thereof, with counsel
         satisfactory to such indemnified party; PROVIDED, that if any
         indemnified party or parties reasonably determine that there may be
         legal defenses available to such indemnified party that are different
         from or in addition to those available to such indemnifying party or
         that representation of such indemnifying party and any indemnified
         party by the same counsel would present a conflict of interest, then
         such indemnifying party shall not be entitled to assume such defense.
         If an indemnifying party is not entitled to assume the defense of such
         action as a result of the proviso to the preceding sentence, counsel
         for such indemnifying party shall be entitled to conduct the defense of
         such indemnifying party and counsel for the indemnified party shall be
         entitled to conduct the defense of such indemnified party or parties.
         If an indemnifying party assumes the defense of an action in accordance
         with and as permitted by the provisions of this paragraph, such
         indemnifying party shall not be liable to such indemnified party under
         Section 4(a) or Section 4(b) of this Agreement for any legal or other
         expenses subsequently incurred by such indemnified party in connection
         with the defense thereof other than reasonable costs of investigation.
         In no event shall the indemnifying party be liable for the fees and
         expenses of more than one counsel (in addition to local counsel)
         separate from its own counsel for all indemnified parties in connection
         with any one action or separate but similar or related actions in the
         same jurisdiction arising out of the same general allegations or
         circumstances.

                  (d) In order to provide for just and equitable contribution in
         circumstances in which the indemnity provided for in this Section 4 is
         for any reason held to be unavailable to the indemnified parties
         although applicable in accordance with its terms, the Company and
         Purchaser shall contribute to the aggregate losses, liabilities,
         claims, damages and expenses of the nature contemplated by said
         indemnity incurred by the Company and Purchaser, as incurred; PROVIDED
         that no person guilty of fraudulent misrepresentation (within the
         meaning of Section 11(f) of the Securities Act) shall be entitled to
         contribution from any person that was not guilty of such fraudulent
         misrepresentation. As between the Company, on the one hand, and
         Purchaser, on the other hand, such parties shall contribute to such
         aggregate losses, liabilities, claims, damages and expenses of the
         nature contemplated by such indemnity agreement in such proportion as
         shall be appropriate to reflect the relative fault of the Company, on
         the one hand, and the Purchaser, on the other hand, with respect to the
         statements or omissions which resulted in such loss, liability, claim,
         damage or expense, or action in respect thereof, as well as any other
         relevant equitable considerations. The relative fault of the Company,
         on the one hand, and of the Purchaser, on the other hand, 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 Company, on the one hand, or by or on behalf of the Purchaser, on
         the other hand, and the parties' relative intent, knowledge, access to
         information and opportunity to correct or prevent such statement or
         omission. The Company and the Purchaser agree that it would not be just
         and equitable if contribution pursuant to this Section 4 were to be
         determined by pro rata allocation or by any other method of allocation
         that does not take into account the relevant equitable considerations.
         For purposes of this Section 4(d), each person who controls the Company
         or the Purchaser within the meaning of Section 15 of the Securities Act
         shall have the same rights to contribution as Purchaser or the Company,
         as the case may be. No party shall be liable for contribution with
         respect to any action, suit, proceeding or claim settled without its
         written consent.

                  (e) The obligations of the Company and Purchaser under this
         Section 4 shall survive the completion of any offering of Subject Stock
         in a registration statement.

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         5. NOTICES. Any notice or other communication given under this
Agreement shall be sufficient if in writing and sent by registered or certified
mail, return receipt requested, postage prepaid, to a party at its address set
forth below (or at such other address as shall be designated for such purpose by
such party in a written notice to the other party hereto):

To the Company:                       To the Purchaser:

110 North Rubey Drive                 LISEN LLC
Suite 100A                            PO Box 1037
Golden, CO 80403                      Columbia, MO 65205
Attention:  Chief Executive Officer

All such notices and communications shall be effective when received by the
addressee.

         6. GOVERNING LAW. This Agreement shall be governed in all respects by
the internal laws of the State of Colorado as applied to contracts entered into
solely between residents of, and to be performed entirely within, such state,
and without reference to principles of conflicts of laws or choice of laws.

         7. ENTIRE AGREEMENT; AMENDMENTS. This Agreement constitutes the full
and entire understanding and agreement between the parties with regard to the
subject matter hereof and supersedes all prior agreements and understandings
among the parties relating to the subject matter hereof. Neither this Agreement
nor any term hereof may be amended, waived, discharged or terminated other than
by a written instrument signed by the party against whom enforcement of any such
amendment, waiver, discharge or termination is sought.

         8. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their respective successors
and assigns.

         9. SEVERABILITY. If any term, provision, covenant or restriction of
this Agreement is held by a court of competent jurisdiction to be invalid, void
or unenforceable, the remainder of the terms, provisions, covenants and
restriction of this Agreement shall remain in full force and effect and shall in
no way be affected, impaired or invalidated.

         10. TERMINATION OF COMPANY OBLIGATION. All registration rights provided
hereunder shall terminate upon the earlier to occur of (a) the fifth anniversary
of the date of this Agreement or (b) such time as, in the written opinion of
counsel to the Company, the Purchaser is able to sell all of its Common Stock
without registration under the Securities Act or any successor provision thereto
during any single three-month period.

         11. NO TRANSFER OR ASSIGNMENT OF REGISTRATION RIGHTS. The registration
rights set forth in this Agreement shall not be transferable or assignable by
the Purchaser, except to (i) any person or group approved in writing by the
Company or (ii) to a corporation of which the Purchaser owns not less than 50%
of the voting power entitled to be cast in the election of directors; or (iii)
any person to whom Purchaser has satisfied the requirements of Section 8.1
(Right of First Refusal) of the Purchase Agreement and the Company has waived or
failed to exercise its purchase rights; provided, however, that each transferee
agrees in writing to be subject to all the terms and conditions of this
Agreement and the Purchase Agreement.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective authorized officers as of the date set forth above.


AMERICAN MILLENNIUM                 LISEN LLC
CORPORATION, INC.


By:/s/ James E. Hamilton    By: /s/ Jerry D. Kennett   By: /s/   Jose L. Lindner
       -----------------    ------------------------       ---------------------
Name:  James E. Hamilton    Name:   Jerry D. Kennett       Name: Jose L. Lindner
Title: President & CEO