EXHIBIT B

                          REGISTRATION RIGHTS AGREEMENT


THIS REGISTRATION RIGHTS AGREEMENT ("Agreement"), is made and entered into as of
the 18th day of April, 2001, by and among AMERICAN MILLENNIUM CORPORATION, INC.,
a New Mexico corporation (the "Company"), and Rodney R. Schoemann, Sr. (the
"Purchaser").

                                   Background

         In connection with the consummation of the transaction contemplated by
that Series 1 Convertible Note Purchase Agreement (the "Purchase Agreement") of
even date herewith by and among the Company and the Purchaser, the Company has
agreed, upon the terms and subject to the conditions of the Purchase Agreement,
to issue and sell to the Purchaser from time to time up to $300,000 principal
amount of Series 1 Convertible Notes which are convertible into Common Stock of
the Company (the "Purchaser Convertible Notes") together with Common Stock
Purchase Warrants (the "Purchaser Warrants"). The Purchaser Convertible Notes
and the Purchaser Warrants are hereinafter collectively referred to as the
"Purchaser Securities"). The Common Stock issuable upon conversion of the
Purchaser Convertible Notes is hereinafter referred to as the "Purchaser Common
Shares". The Common Stock issuable upon exercise of the Purchaser Warrants is
hereinafter referred to as the "Purchaser Warrant Shares". To induce Purchaser
to execute and deliver the Purchase Agreement, the Company has agreed to file a
SB-2 Registration Statement and have it declared Effective by the SEC no later
than May 31, 2001 (the "Effective Deadline"), covering the Purchaser Common
Shares and the Purchaser Warrant Shares under the Securities Act of 1933, as
amended, and the rules and regulations thereunder, or any similar successor
statute (collectively, the "1933 Act"), and applicable state securities laws.

                                    Agreement

         For and in consideration of the premises and the mutual covenants
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and the Purchaser
hereby agree as follows:

         Section 1.        Definitions.  As used in this Agreement,  the
following  capitalized terms are used with the meanings there after ascribed:

               (a) ______ "Investor" means the Purchaser and any transferee or
          assignee thereof to whom the Purchaser assigns its rights under this
          Agreement and who agrees to become bound by the provisions of this
          Agreement in accordance with Section 9.

               (b) ______ "Person" means a corporation, ___ a limited liability
          company, an association, ___ a partnership, an organization, a
          business, an individual, a governmental or political subdivision
          thereof, or a governmental agency.

               (c) ______ "Register," "registered," and "registration" refer to
          a registration effected by preparing and filing one or more
          Registration Statements in compliance with the 1933 Act and pursuant
          to Rule 415 under the 1933 Act or any successor rule providing for
          offering securities on a continuous basis ("Rule 415"), and the
          declaration or ordering of effectiveness of such Registration
          Statement(s) by the United States Securities and Exchange Commission
          (the "SEC").

               (d) ______ "Registrable Securities" means the Purchaser Common
          Shares, the Purchaser Warrant Shares and any shares of capital stock
          issued or issuable with respect to the Purchaser Common Shares or
          Purchaser Warrant Shares as a result of any stock split, stock
          dividend, recapitalization, exchange, or similar event.

               (e) "Registration Statement" means a registration statement of
          the Company filed under the 1933 Act. (f) ______ "Effective Deadline"
          means May 31, 2001 (such date), that the Company will (use best
          efforts to) have had an SB-2 Registration Statement declared Effective
          by the SEC on or before May 31, 2001. (g) "Effective Date" means the
          day that the SB-2 Registration Statement is declared Effective by the
          SEC.

         Capitalized terms used herein and not otherwise defined herein shall
have the respective meanings set forth in the Purchase Agreement.

         Section 2.        registration.

               (a) ______ Mandatory Registration Rights. The Company shall
          prepare and file with the SEC a Registration Statement or Registration
          Statements (as is necessary) on Form S-3 or, if such form is
          unavailable for such a registration, on such other form as is
          available for such a registration, subject to the consent of each
          Purchaser and the provisions of Section 2(e), which consent will not
          be withheld, covering the resale the Registrable Securities, or shall
          include such Registrable Securities in an open Registration Statement
          of the Company. The Registration Statement(s) shall state that, in
          accordance with Rule 416 promulgated under the 1933 Act, such
          Registration Statement(s) also covers such indeterminate number of
          additional shares of Common Stock as may become issuable upon
          conversion of the Purchased Convertible Notes or the exercise of the
          Purchaser Warrants to prevent dilution resulting from stock splits,
          stock dividends, or similar transactions. Such Registration Statement
          shall initially register for resale at least 100% of the Purchaser
          Common Shares and the Purchaser Warrant Shares, subject to adjustment
          as provided in Section 3(b) hereof, and such registered shares of
          Common Stock shall be allocated among the Investors pro rata based on
          the total number of Registrable Securities issued or issuable as of
          each date that a Registration Statement, as amended, relating to the
          resale of the Registrable Securities is declared effective by the SEC.
          The Company shall (use best efforts to) have the Registration
          Statement declared effective by the SEC by the Effective Deadline. The
          Company shall permit the registration statement to become effective
          within five (5) business days after receipt of a "no review" notice
          from the SEC. Such Registration Statement shall be kept current and
          effective for a period of twelve (12) months from the Effective Date.

               (b) ______ Underwritten Offering. If any offering pursuant to a
          Registration Statement pursuant to Section 2(a) involves an
          underwritten offering, the Purchaser shall have the right to select
          one legal counsel and an investment banker or bankers and manager or
          managers to administer their interest in the offering, which
          investment banker or bankers or manager or managers shall be
          reasonably satisfactory to the Company.

               (c) ______ Piggy-Back Registrations. If at any time prior to the
          expiration of the Registration Period (as hereinafter defined) the
          Company proposes to file with the SEC a Registration Statement
          relating to an offering for its own account or the account of others
          under the 1933 Act of any of its securities (other than on Form S-4 or
          Form S-8 or their then equivalents relating to securities to be issued
          solely in connection with any acquisition of any entity or business or
          equity securities issuable in connection with stock option or other
          employee benefit plans) the Company shall promptly send to each
          Investor who is entitled to registration rights under this Section
          2(c) written notice of the Company's intention to file a Registration
          Statement and of such Investor's rights under this Section 2(c) and,
          if within twenty (20) days after receipt of such notice, such Investor
          shall so request in writing, the Company shall include in such
          Registration Statement all or any part of the Registrable Securities
          such Investor requests to be registered, subject to the priorities set
          forth in Section 2(d) below. No right to registration of Registrable
          Securities under this Section 2(c) shall be construed to limit any
          registration required under Section 2(a) hereof. The obligations of
          the Company under this Section 2(c) may be waived by Investors holding
          a majority of the Registrable Securities. If an offering in connection
          with which an Investor is entitled to registration under this Section
          2(c) is an underwritten offering, then each Investor whose Registrable
          Securities are included in such Registration Statement shall, unless
          otherwise agreed by the Company, offer and sell such Registrable
          Securities in an underwritten offering using the same underwriter or
          underwriters and, subject to the provisions of this Agreement, on the
          same terms and conditions as other shares of Common Stock included in
          such underwritten offering.

               (d) ______ Priority in Piggy-Back Registration Rights in
          connection with Registrations for Company Account. If the registration
          referred to in Section 2(c) is to be an underwritten public offering
          for the account of the Company and the managing underwriter(s) advise
          the Company in writing, that in their reasonable good faith opinion,
          marketing or other factors dictate that a limitation on the number of
          shares of Common Stock which may be included in the Registration
          Statement is necessary to facilitate and not adversely affect the
          proposed offering, then the Company shall include in such
          registration: (i) first, all securities the Company proposes to sell
          for its own account, (ii) second, 100% of the shares of common stock
          and the shares of common stock underlying the warrants of the
          Purchasers, (iii) third, up to the full number of securities proposed
          to be registered for the account of the holders of securities entitled
          to inclusion of their securities in the Registration Statement by
          reason of demand registration rights, and (iv) fourth, the securities
          requested to be registered by the Investors and other holders of
          securities entitled to participate in the registration, drawn from
          them pro rata based on the number each has requested to be included in
          such registration. It is further agreed that any and all shares in the
          "Green Shoe" shall first be obligated to the Purchasers.

               (e) ______ Eligibility for Form S-3. The Company represents,
          warrants and covenants that it has filed and shall file all reports
          required to be filed by the Company with the SEC in a timely manner so
          as to obtain and maintain such eligibility for the use of Form S-3. In
          the event that Form S-3 is not available for sale by the Investors of
          the Registrable Securities, then (i) the Company, with the consent of
          each Investor pursuant to Section 2(a), shall register the sale of the
          Registrable Securities on another appropriate form, such as Form SB-2
          and (ii) the Company shall undertake to register the Registrable
          Securities on Form S-3 as soon as such form is available. If the
          Registration Statement is declared Effective by the SEC, and such
          Registration Statement becomes Stale or can no longer be used by the
          Purchasers, the Company will be held liable to the Purchasers for
          Specific Performance.

         Section 3. ________ Related ___ Obligations. ___ Whenever an Investor
has requested that any ___ Registrable Securities be registered pursuant to
Section 2(c) hereof, or at such time as the Company is obligated to file a
Registration Statement with the SEC pursuant to Section 2(a) hereof, the Company
will effect the registration of the Registrable Securities in accordance with
the intended method of disposition thereof and, pursuant thereto, the Company
shall have the following obligations:

               (a) ______ The Company shall promptly prepare and file with the
          SEC a Registration Statement with respect to the Registrable
          Securities for the registration of Registrable Securities pursuant to
          Section 2(a) and use its best efforts to cause such Registration
          Statement(s) relating to Registrable Securities to become effective as
          soon as possible after such filing and in any event by the Effective
          Deadline, and keep the Registration Statement(s) effective pursuant to
          Rule 415 at all times until the later of (i) the date as of which the
          Investors may sell all of the Registrable Securities without
          restriction pursuant to Rule 144(k) promulgated under the 1933 Act (or
          successor thereto) or (ii) the date on which (A) the Investors shall
          have sold all the Registrable Securities and (B) none of the Purchased
          Common Shares are outstanding, which Registration Statement(s)
          (including any amendments or supplements thereto and prospectuses
          contained therein) shall not contain any untrue statement of a
          material fact or omit to state a material fact required to be stated
          therein, or necessary to make the statements therein, in light of the
          circumstances in which they were made, not misleading.

               (b) ______ The Company ___ shall prepare and file with the SEC
          such ___ amendments ___ (including post-effective amendments) and
          supplements to the Registration Statement(s) and the prospectus(s)
          used in connection with the Registration Statement(s), which
          prospectus(s) are to be filed pursuant to Rule 424 promulgated under
          the 1933 Act, as may be necessary to keep the Registration
          Statement(s) effective at all times during the Effective Date period,
          and, during such period, comply with the provisions of the 1933 Act
          with respect to the disposition of all Registrable Securities of the
          Company covered by the Registration Statement(s) until such time as
          all of such Registrable Securities shall have been disposed of in
          accordance with the intended methods of disposition by the seller or
          sellers thereof as set forth in the Registration Statement(s). In the
          event the number of shares available under a Registration Statement
          filed pursuant to this Agreement is insufficient to cover all of the
          Registrable Securities, the Company shall amend the Registration
          Statement, or file a new Registration Statement (on the short form
          available therefor, if applicable), or both, so as to cover all of the
          Registrable Securities, in each case, as soon as practicable, but in
          any event within fifteen (15) days after the necessity therefor
          arises. The Company shall cause such amendment and/or new Registration
          Statement to become effective as soon as practicable following the
          filing thereof. For purposes of the foregoing provision, the number of
          shares available under a Registration Statement shall be deemed
          "insufficient to cover all of the Registrable Securities" if at any
          time the number of Registrable Securities issued or issuable upon sale
          and delivery of the Purchased Common Shares and exercise of the
          Purchaser Warrants is greater than the quotient determined by dividing
          (i) the number of shares of Common Stock available for resale under
          such Registration Statement by (ii) 1.0. For purposes of the
          calculation set forth in the foregoing sentence, any restrictions on
          the exercise of the Purchaser Warrants shall be disregarded and such
          calculation shall assume that the Purchaser Warrants are exercised at
          the then current exercise price.

               (c) ______ The Company shall furnish to each Investor whose
          Registrable Securities are included in the Registration Statement(s)
          and its legal counsel, without charge, (i) promptly after the same is
          prepared and filed with the SEC at least one copy of the Registration
          Statement and any amendment thereto, including financial statements
          and schedules, all documents incorporated therein by reference, and
          all exhibits, the prospectus (es) included in such Registration
          Statement(s) (including each preliminary prospectus) and all
          correspondence by or on behalf of the Company to the SEC or the staff
          of the SEC and all correspondence from the SEC or the staff of the SEC
          to the Company or its representatives, related to such Registration
          Statement(s), (ii) upon the effectiveness of any Registration
          Statement, ten (10) copies of the prospectus included in such
          Registration Statement and all amendments and supplements thereto (or
          such other number of copies as such Investor may reasonably request),
          and (iii) such other documents, including any preliminary prospectus,
          as such Investor may reasonably request in order to facilitate the
          disposition of the Registrable Securities owned by such Investor.

               (d) ______ The Company shall (i) register and qualify the
          Registrable Securities covered by the Registration Statement(s) under
          such other securities or "blue sky" laws of such jurisdictions in the
          United States as any Investor reasonably requests, (ii) prepare and
          file in those jurisdictions, such amendments (including ___
          post-effective ___ amendments) ___ and ___ supplements to such ___
          registrations ___ and qualifications as may be necessary to maintain
          the effectiveness thereof during the Registration Period, (iii) take
          such other actions as may be necessary to maintain such registrations
          and qualifications in effect at all times during the Registration
          Period, and (iv) take all other actions reasonably necessary or
          advisable to qualify the Registrable Securities for sale in such
          jurisdictions; provided however, that the Company shall not be
          required in connection therewith or as a condition thereto to (A)
          qualify to do business in any jurisdiction where it would not
          otherwise be required to qualify but for this Section 3(d) hereof, (B)
          subject itself to general taxation in any such jurisdiction, or (C)
          file a general consent to service of process in any such jurisdiction.
          The Company shall promptly notify each Investor who holds Registrable
          Securities of the receipt by the Company of any notification with
          respect to the suspension of the registration or qualification of any
          of the Registrable Securities for sale under the securities or "blue
          sky" laws of any jurisdiction in the United States or its receipt of
          actual notice of the initiation or threatening of any proceeding for
          such purpose.

               (e) ______ In the event Investors who hold a majority of the
          Registrable Securities being offered in the offering select
          underwriters for the offering, the Company shall enter into and
          perform its obligations under an underwriting agreement, in usual and
          customary form, including, without limitation, customary
          indemnification and contribution obligations, with the underwriters of
          such offering.

               (f) ______ Immediately after becoming aware of such event, the
          Company shall notify each Investor in writing of the happening of any
          event, of which the Company has knowledge, as a result of which, the
          prospectus included in a Registration Statement, as then in effect,
          includes an untrue statement of a material fact or omission 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 promptly prepare a supplement or
          amendment to the Registration Statement to correct such untrue
          statement or omission, and deliver ten (10) copies of such supplement
          or amendment to each Investor (or such other number of copies as such
          Investor may reasonably request). The Company shall also promptly
          notify each Investor in writing (i) when a prospectus or any
          prospectus supplement or post-effective amendment has been filed, and
          when a Registration Statement or any post-effective amendment has
          become effective (notification of such effectiveness shall be
          delivered to each Investor by facsimile on the same day of such
          effectiveness and by overnight mail), (ii) of any request by the SEC
          for amendments or supplements to a Registration Statement or related
          prospectus or related information, and (iii) of the Company's
          reasonable determination that a post-effective amendment to a
          Registration Statement would be appropriate.

               (g) ______ The Company shall prevent the issuance of any stop
          order or other suspension of effectiveness of a Registration
          Statement, or the suspension of the qualification of any of the
          Registrable Securities for sale in any jurisdiction and, if such an
          order or suspension is issued, to obtain the withdrawal of such order
          or suspension immediately, and to notify each Investor who holds
          Registrable Securities being sold (and, in the event of an
          underwritten offering, the managing underwriters) of the issuance of
          such order and the resolution thereof, or its receipt of actual notice
          of the initiation, or threatened initiation of any proceeding for such
          purpose.

               (h) ______ The Company shall permit each Investor a single firm
          of counsel or such other counsel as thereafter designated as selling
          stockholders' counsel by the Investors who hold a majority of the
          Registrable Securities being sold, to review and comment upon the
          Registration Statement(s) and all amendments and supplements thereto
          at least seven (7) days prior to their filing with the SEC, and not
          file any document in a form to which such counsel reasonably objects.
          The Company shall not submit a request for acceleration of the
          effectiveness of a Registration Statement(s) or any amendment or
          supplement thereto without the prior approval of such counsel, which
          consent shall not be unreasonably withheld.

               (i) ______ At the request of the Investors who hold a majority of
          the Registrable Securities being sold, the Company shall furnish, on
          the date that Registrable Securities are delivered to an underwriter,
          if any, for sale in connection with the Registration Statement (i) if
          required by an underwriter, a letter, dated such date, from the
          Company's independent certified public accountants in form and
          substance as is customarily given by independent certified public
          accountants to underwriters in an underwritten public offering,
          addressed to the underwriters, and (ii) an opinion, dated as of such
          date, of counsel representing the Company for purposes of such
          Registration Statement, in form, scope, and substance as is
          customarily given in an underwritten public offering, addressed to the
          underwriters and the Investors.

               (j) ______ The Company shall make available for inspection by (i)
          any Investor, (ii) any underwriter participating in any disposition
          pursuant to a Registration Statement, (iii) one firm of attorneys and
          one firm of accountants or other agents retained by the Investors, and
          (iv) one firm of attorneys retained by all such underwriters
          (collectively, the "Inspectors") all pertinent financial and other
          records, and pertinent corporate documents and properties of the
          Company (collectively, the "Records"), as shall be reasonably deemed
          necessary by each Inspector to enable each Inspector to exercise its
          due diligence responsibility, and cause the Company's officers,
          directors, and employees to supply all information which any Inspector
          may reasonably request for purposes of such due diligence provided
          however, that each Inspector shall hold in strict confidence and shall
          not make any disclosure (except to an Investor) or use of any Record
          or other information which the Company determines in good faith to be
          confidential, and of which determination the Inspectors are so
          notified, unless (A) the disclosure of such Records is necessary to
          avoid or correct a misstatement or omission in any Registration
          Statement or is otherwise required under the 1933 Act, (B) the release
          of such Records is ordered pursuant to a final, non-appealable
          subpoena or order from a court or government body of competent
          jurisdiction, or (C) the information in such Records has been made
          generally available to the public other than by disclosure in
          violation of this or any other agreement. Each Investor agrees that it
          shall, upon learning that disclosure of such Records is sought in or
          by a court or governmental body of competent jurisdiction or through
          other means, give prompt notice to the Company and allow the Company,
          at its expense, to undertake appropriate action to prevent disclosure
          of, or to obtain a protective order for, the Records deemed
          confidential.

               (k) ______ The Company shall hold in confidence and not make any
          disclosure of information concerning an Investor provided to the
          Company unless (i) disclosure of such information is necessary to
          comply with federal or state securities laws, (ii) the disclosure of
          such information is necessary to avoid or correct a misstatement or
          omission in any Registration Statement, (iii) the release of such
          information is ordered pursuant to a subpoena or other final,
          non-appealable order from a court or governmental body of competent
          jurisdiction, or (iv) such information has been made generally
          available to the public other than by disclosure in violation of this
          or any other agreement. The Company agrees that it shall, upon
          learning that disclosure of such information concerning an Investor is
          sought in or by a court or governmental body of competent jurisdiction
          or through other means, give prompt written notice to such Investor
          and allow such Investor, at the Investor's expense, to undertake
          appropriate action to prevent disclosure of, or to obtain a protective
          order for, such information.

               (l) ______ The Company shall either (i) cause all the Registrable
          Securities covered by a Registration Statement to be listed on each
          national securities exchange on which securities of the same class or
          series issued by the Company are then listed, if any, if the listing
          of such Registrable Securities is then permitted under the rules of
          such exchange, (ii) to secure designation and quotation of all the
          Registrable Securities covered by the Registration Statement on the
          Nasdaq Small Cap Market, (iii) if, despite the Company's best efforts
          to satisfy the preceding clause (i) or (ii), the Company is
          unsuccessful in satisfying the preceding clause (i) or (ii) to secure
          the inclusion for quotation on the Nasdaq Small Cap Market for such
          Registrable Securities or, (iv) if, despite the Company's best efforts
          to satisfy the preceding clause (iii), the Company is unsuccessful in
          satisfying the preceding clause (iii), to secure the inclusion for
          quotation on the over-the-counter market for such Registrable
          Securities, and, without limiting the generality of the foregoing, in
          the case of clause (iii) or (iv), to arrange for at least two market
          makers to register with the National Association of Securities
          Dealers, Inc. ("NASD") as such with respect to such Registrable
          Securities. The Company shall pay all fees and expenses in connection
          with satisfying its obligation under this Section 3(1).

               (m) ______ The Company shall cooperate with the Investors who
          hold Registrable Securities being offered and, any managing
          underwriter or underwriters, to facilitate the timely preparation and
          delivery of certificates (not bearing any restrictive legend)
          representing the Registrable Securities to be offered pursuant to a
          Registration Statement and enable such certificates to be in such
          denominations or amounts, as the case may be, as the managing
          underwriter or underwriters, if any, or, if there is no managing
          underwriter or underwriters, the Investors may request and registered
          in such names as the managing underwriter or underwriters, if any, or
          the Investors may request. Not later than the date on which any
          Registration Statement registering the resale of Registrable
          Securities is declared effective, the Company shall deliver to its
          transfer agent instructions, accompanied by any reasonably required
          opinion of counsel, that permit sales of unlegended securities in a
          timely fashion that complies with then mandated securities settlement
          procedures for regular way market transactions.

               (n) ______ The Company shall take all other actions necessary to
          expedite and facilitate disposition by the Investors of Registrable
          Securities pursuant to a Registration Statement.

               (o) ______ The Company shall provide a transfer agent and
          registrar of all such Registrable Securities not later than the
          effective date of such Registration Statement.

               (p) ______ If requested by the managing ___ underwriters or an
          Investor, ___ the Company shall immediately incorporate in a
          prospectus supplement or post-effective amendment such information as
          the managing underwriters and the Investors agree should be included
          therein relating to the sale and distribution of Registrable
          Securities, including, without limitation, information with respect to
          the number of Registrable Securities being sold to such underwriters,
          the purchase price being paid therefor by such underwriters, and with
          respect to any other terms of the underwritten (or best efforts
          underwritten) offering of the Registrable Securities to be sold in
          such offering; make all required filings of such prospectus supplement
          or post-effective amendment as soon as notified of the matters to be
          incorporated in such prospectus supplement or post-effective
          amendment; and supplement or make amendments to any Registration
          Statement if requested by a shareholder or any underwriter of such
          Registrable Securities.

               (q) ______ The Company shall cause the Registrable ___ Securities
          ___ covered by the applicable Registration Statement to be registered
          with or approved by such other governmental agencies or authorities as
          may be necessary to consummate the disposition of such Registrable
          Securities.

               (r) ______ The Company shall otherwise comply with all applicable
          rules and regulations of the SEC in connection with any registration
          hereunder.

         Section 4.        Obligations of the Investors.

               (a) ______ At least seven (7) days prior to the first anticipated
          filing date of the Registration Statement, the Company shall notify
          each Investor in writing of the information the Company requires from
          each such Investor if such Investor elects to have any of such
          Investor's Registrable Securities included in the Registration
          Statement. It shall be a condition precedent to the obligations of the
          Company to complete the registration pursuant to this Agreement with
          respect to the Registrable Securities of a particular Investor that
          such Investor shall furnish to the Company such information regarding
          itself, the Registrable Securities held by it, and the intended method
          of disposition of the Registrable Securities held by it as shall be
          reasonably required to effect the registration of such Registrable
          Securities, and shall execute such documents in connection with such
          registration as the Company may reasonably request.

               (b) ______ Each Investor by such Investor's acceptance of the
          Registrable Securities agrees to cooperate with the Company as
          reasonably requested by the Company in connection with the preparation
          and filing of the Registration Statement(s) hereunder, unless such
          Investor has notified the Company in writing of such Investor's
          election to exclude all of such Investor's Registrable Securities from
          the Registration Statement.

               (c) ______ In the event Investors holding a majority of the
          Registrable Securities being registered determine to engage the
          services of an underwriter, each Investor agrees to enter into and
          perform such Investor's obligations under an underwriting agreement,
          in usual and customary form, including, without limitation, customary
          indemnification and contribution obligations, with the managing
          underwriter of such offering and take such other actions as are
          reasonably required in order to expedite or facilitate the disposition
          of the Registrable Securities, unless such Investor notifies the
          Company in writing of such Investor's election to exclude all of such
          Investor's Registrable Securities from the Registration Statement(s).

               (d) ______ Each Investor agrees that, upon receipt of any notice
          from the Company of the happening of any event of the kind described
          in Section 3(g) or the first sentence of 3(f), such Investor will
          immediately discontinue disposition of Registrable Securities pursuant
          to the Registration Statement(s) covering such Registrable Securities
          until such Investor's receipt of the copies of the supplemented or
          amended prospectus contemplated by Section 3(g) or the first sentence
          of 3(f) and, if so directed by the Company, such Investor shall
          deliver to the Company (at the expense of the Company) or destroy all
          copies in such Investor's possession, of the prospectus covering such
          Registrable Securities current at the time of receipt of such notice.
          If the Registration Statement become Stale, the Company will be liable
          to the Purchasers for Specific Performance.

               (e) ______ No Investor may participate in any underwritten
          registration hereunder unless such Investor (i) agrees to sell such
          Investor's Registrable Securities on the basis provided in any
          underwriting arrangements approved by the Investors entitled hereunder
          to approve such arrangements, (ii) completes and executes all
          questionnaires, ___ powers of attorney, ___ indemnities, ___
          underwriting agreements, and other documents reasonably required under
          the terms of such underwriting arrangements approved by the Investors
          entitled hereunder to approve such arrangements.

         Section 5. ________ expenses of registration. ___ All expenses, ___
other than underwriting discounts and commissions, incurred in connection with
registrations, filings, or qualifications pursuant to Sections 2 and 3,
including, without limitation, all registration, listing and qualifications
fees, printers and printing fees, accounting fees, and fees and disbursements of
counsel for the Company and the Purchasers shall be borne by the Company.

         Section 6.        Indemnification.   In  the  event  any   Registrable
Securities   are  included  in  a Registration Statement under this Agreement:

               (a) ______ To the fullest extent permitted by law, the Company
          will, and hereby does, indemnify, hold harmless, and defend each
          Investor who holds such Registrable Securities, the directors,
          officers, partners, employees, agents, and each Person, if any, who
          controls any Investor within the meaning of the 1933 Act or the
          Securities Exchange Act of 1934, as amended (the "1934 Act"), and any
          underwriter (as defined in the 1933 Act) for the Investors, and the
          directors and officers of, and each Person, if any, who controls, any
          such underwriter within the meaning of the 1933 Act or the 1934 Act
          (each, an "Indemnified Person"), against any losses, claims, damages,
          liabilities, judgments, fines, penalties, charges, costs, ___
          attorneys' fees, ___ amounts paid in settlement or expenses, ___ joint
          or several, (collectively, "Claims") incurred in investigating,
          preparing, or defending any action, claim, suit, inquiry, proceeding,
          investigation, or appeal taken from the foregoing by or before any
          court or governmental, administrative, or other regulatory agency,
          body or the SEC, whether pending or threatened, whether or not an
          indemnified party is or may be a party thereto ("Indemnified
          Damages"), to which any of them may become subject insofar as such
          Claims (or actions or proceedings, whether commenced or threatened, in
          respect thereof) arise out of or are based upon: (i) any untrue
          statement or alleged untrue statement of a material fact in a
          Registration Statement or any post-effective amendment thereto or in
          any filing made in connection with the qualification of the offering
          under the securities or other "blue sky" laws of any jurisdiction in
          which Registrable Securities are offered ("Blue Sky Filing"), or the
          omission or alleged omission to state a material fact required to be
          stated therein or necessary to make the statements therein, in light
          of the circumstances under which the statements therein were made, not
          misleading, (ii) any untrue statement or alleged untrue statement of a
          material fact contained in any preliminary prospectus if used prior to
          the effective date of such Registration Statement, or contained in the
          final prospectus (as amended or supplemented, if the Company files any
          amendment thereof or supplement thereto with the SEC) or the omission
          or alleged omission to state therein any material fact necessary to
          make the statements made therein, in light of the circumstances under
          which the statements therein were made, not misleading, or, (iii) any
          violation or alleged violation by the Company of the 1933 Act, the
          1934 Act, any other law, including, without limitation, any state
          securities law, or any rule or regulation thereunder relating to the
          offer or sale of the Registrable Securities pursuant to a Registration
          Statement (the matters in the foregoing clauses (i) through (iii)
          being, collectively, "Violations"). Subject to the restrictions set
          forth in Section 6(d) with respect to the number of legal counsel, the
          Company shall reimburse the Investors and each such underwriter or
          controlling person, promptly as such expenses are incurred and are due
          and payable, for any legal fees or other reasonable expenses incurred
          by them in connection with investigating or defending any such Claim.
          ___ Notwithstanding ___ anything to the ___ contrary ___ contained ___
          herein, ___ the indemnification agreement contained in this Section
          6(a): (i) shall not apply to a Claim arising out of or based upon a
          Violation which occurs in reliance upon and in conformity with
          information furnished in writing to the Company by any Indemnified
          Person or underwriter for such Indemnified Person expressly for use in
          connection with the preparation of the Registration Statement or any
          such amendment thereof or supplement thereto, if such prospectus was
          timely made available by the Company pursuant to Section 3(c); (ii)
          with respect to any preliminary prospectus, shall not inure to the
          benefit of any such person from whom the person asserting any such
          Claim purchased the Registrable Securities that are the subject
          thereof (or to the benefit of any person controlling such person) if
          the untrue statement or mission of material fact contained in the
          preliminary prospectus was corrected in the prospectus, as then
          amended or supplemented, if such prospectus was timely made available
          by the Company pursuant to Section 3(c), and the Indemnified Person
          was promptly advised in writing not to use the incorrect prospectus
          prior to the use giving rise to a violation and such Indemnified
          Person, notwithstanding such advice, used (iii) shall not be available
          to the extent such Claim is based on a failure of the Investor to
          deliver or to cause to be delivered the prospectus made available by
          the Company, and (iv) shall not apply to amounts paid in settlement of
          any Claim if such settlement is effected without the prior written
          consent of the Company, which consent shall not be unreasonably
          withheld. Such indemnity shall remain in full force and effect
          regardless of any investigation made by or on behalf of the
          Indemnified Person and shall survive the transfer of the Registrable
          Securities by the Investors pursuant to Section 9.

               (b) _____ The Company shall be entitled to receive indemnities
          from underwriters, selling brokers, dealer managers, ___ and similar
          securities industry ___ professionals ___ participating in any
          distribution, to the same extent as provided above, with respect to
          information such persons so furnished in writing expressly for
          inclusion in the Registration Statement.

               (c) ______ Promptly after receipt by an Indemnified Person or
          Indemnified Party under this Section 6 of notice of the commencement
          of any action or proceeding (including any governmental action or
          proceeding) involving a Claim such Indemnified Person or Indemnified
          Party shall, if a Claim in respect thereof is to be made against any
          indemnifying party under this Section 6, 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 control of the defense
          thereof with counsel mutually satisfactory to the indemnifying party
          and the Indemnified Person or the Indemnified Party, as the case may
          be; provided however, that an Indemnified Person or Indemnified Party
          shall have the right to retain its own counsel with the fees and
          expenses to be paid by the indemnifying party, if, in the reasonable
          opinion of counsel retained by the indemnifying party, the
          representation by such counsel of the Indemnified Person or
          Indemnified Party and the indemnifying party would be inappropriate
          due to actual or potential differing interests between such
          Indemnified Person or Indemnified Party and any other party
          represented by such counsel in such proceeding. The Company shall pay
          reasonable fees for only one separate legal counsel for the Investors,
          and such legal counsel shall be selected by the Investors holding a
          majority in interest of the Registrable Securities included in the
          Registration Statement to which the Claim relates. The Indemnified
          Party or Indemnified Person shall cooperate fully with the
          indemnifying party in connection with any negotiation or defense of
          any such action or claim by the indemnifying party and shall furnish
          to the indemnifying party all information reasonably available to the
          Indemnified Party or Indemnified Person which relates to such action
          or claim. The indemnifying party shall keep the Indemnified Party or
          Indemnified Person fully apprised at all times as to the status of the
          defense or any settlement negotiations with respect thereto. No
          indemnifying party shall be liable for any settlement of any action,
          claim or proceeding effected without its written consent, provided
          however, that the indemnifying party shall not unreasonably withhold,
          delay or condition its consent. No indemnifying party shall, without
          the consent of the Indemnified Party or Indemnified Person, consent to
          entry of any judgment or enter into any settlement or other compromise
          which does not include as an unconditional term thereof the giving by
          the claimant or plaintiff to such Indemnified Party or Indemnified
          Person of a release from all liability in respect to such claim or
          litigation. Following indemnification as provided for hereunder, the
          indemnifying party shall be subrogated to all rights of the
          Indemnified Party or Indemnified Person with respect to all third
          parties, firms, or corporations relating to the matter for which
          indemnification has been made. The failure to deliver written notice
          to the indemnifying party within a reasonable time of the commencement
          of any such action shall not relieve such indemnifying party of any
          liability to the Indemnified Person or Indemnified Party under this
          Section 6, except to the extent that the indemnifying party is
          prejudiced in its ability to defend such action.

               (d) ______ The indemnification required by this Section 6 shall
          be made by periodic payments of the amount thereof during the course
          of the investigation or defense, as and when bills are received or
          Indemnified Damages are incurred.

               (e) ______ The indemnity agreements contained herein shall be in
          addition to (i) any cause of action or similar right of the
          Indemnified Party or Indemnified Person against the indemnifying party
          or others, and (ii) any liabilities the indemnifying party may be
          subject to pursuant to the law.

         Section 7. ________ Contribution. ___ To the extent any ___
indemnification ___ by an indemnifying party is prohibited or limited by law,
the indemnifying party agrees to make the maximum contribution with respect to
any amounts for which it would otherwise be liable under Section 6 to the
fullest extent permitted by law; provided however, that: (i) no contribution
shall be made under circumstances where the maker would not have been liable for
indemnification under the fault standards set forth in Section 6; (ii) no seller
of Registrable Securities guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from
any seller of Registrable Securities who was not guilty of fraudulent
misrepresentation, and (iii) contribution by any seller of Registrable
Securities shall be limited in amount to the net amount of proceeds received by
such seller from the sale of such Registrable Securities.

         Section 8. ________ reports under the 1934 act. With a view to making
available to the Investors the benefits of Rule 144 promulgated under the 1933
Act or any other similar rule or regulation of the SEC that may at any time
permit the investors to sell securities of the Company to the public without
registration ("Rule 144"), 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 all reports and other documents
          required of the Company under the 1933 Act and the 1934 Act so long as
          the Company remains subject to such requirements (it being understood
          that nothing herein shall limit the Company's obligations under
          Section 4.3 of the Purchase Agreement) and the filing of such reports
          and other documents is required for the applicable provisions of Rule
          144; and

               (c) ______ furnish to each Investor so long as such Investor owns
          Registrable Securities, promptly (i) a written statement by the
          Company that it has complied with the reporting requirements of Rule
          144, the 1933 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 to permit the investors to sell such
          securities pursuant to Rule 144 without registration.

         Section 9. ________ assignment of ___ registration ___ rights. ___ The
rights to have the Company ___ register Registrable Securities pursuant to this
Agreement shall be automatically assignable by the Investors to any transferee
of all or any portion of Registrable Securities if: (i) the Investor agrees in
writing with the transferee or assignee to assign such rights, and a copy of
such agreement is furnished to the Company within a reasonable time after such
assignment; (ii) the Company is, within a reasonable time after such transfer or
assignment, furnished with written notice of (A) the name and address of such
transferee or assignee, and (B) the securities with respect to which such
registration rights are being transferred or assigned; (iii) immediately
following such transfer or assignment the further disposition of such securities
by the transferee or assignee is restricted under the 1933 Act and applicable
state securities laws; (iv) at or before the time the Company receives the
written notice contemplated by clause (ii) of this sentence the transferee or
assignee agrees in writing with the Company to be bound by all of the provisions
contained herein; (v) such transfer shall have been made in accordance with the
applicable requirements of the Purchase Agreement; (vi) such transferee shall be
an "accredited investor" as that term is defined in Rule 501 of Regulation D
promulgated under the 1933 Act; and (vii) in the event the assignment occurs
subsequent to the date of effectiveness of the Registration Statement required
to be filed pursuant to Section 2(a), the transferee agrees to pay all
reasonable expenses of amending or supplementing such Registration Statement to
reflect such assignment.

         Section 10. _______ amendment of registration rights. Provisions 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 Investors who
hold two-thirds of the Registrable Securities. Any amendment or waiver effected
in accordance with this Section 10 shall be binding upon each Investor and the
Company.

         Section 11.    Penalty for Failure to Register the Conversion Shares
and Warrant Shares.

               (a) In the event the Company fails to timely Effect a
          Registration Statement on or prior to the Effective Deadline, and have
          the Registration declared effective by the SEC by the Effective
          Deadline, Purchaser shall be entitled to additional shares of
          restricted common stock of the Company amounting to ten percent (10%)
          of the total number of shares to which the Purchaser Convertible Notes
          and Purchaser Warrants may be converted (the "Penalty Shares"), and an
          additional to ten percent (10%) of the total number of shares to which
          the Purchaser Convertible Notes and Purchaser Warrants may be
          converted (the "Penalty Shares"), each and every thirty days (30)
          thereafter of the Purchaser Convertible Notes, Purchaser Warrants, and
          Penalty Shares already received, that may be converted thereafter
          until all such shares have been fully registered by the Company.
          Simultaneously with the execution and delivery of this Agreement, the
          Company shall deposit with the Company's counsel in connection with
          the purchase of the Purchaser Securities, specific transfer agent
          instructions and the Corporate Resolutions authorizing and instructing
          the immediate issuance of the Penalty Shares. In the event the Company
          fails to achieve registration of the Purchaser Securities by the
          Effective Deadline, the Company's counsel shall immediately release
          and forward the escrowed transfer agent instructions and authorizing
          Corporate Resolution of American Millennium to the transfer agent for
          the issuance of the Penalty Shares to Purchaser. The purpose of the
          escrow of the transfer agent instructions and Corporate Resolutions
          authorizing the Penalty Shares is to secure the commitment of the
          Company under this Registration Rights Agreement to cause a
          Registration Statement covering the Purchaser Securities by the
          Effective Deadline.

               (b) ______ . It is acknowledged by the Purchaser that the Penalty
          Shares will be "restricted securities" as such term is defined in
          Section 1(a) of Rule 144 promulgated by the Securities and Exchange
          Commission and it is agreed that they will have the same status as the
          Purchaser Securities. The Company agrees that in the event that such
          shares are distributed to the Purchaser, they shall be registered
          pursuant to this Registration Rights Agreement in accordance with all
          of its provisions (assuming that the Effective Deadline has not been
          met). They shall be treated for all purposes as Conversion Shares and
          Warrant Shares and shall be owned free and clear by the Purchasers to
          whom they are issued.

         Section 12. _______ Cashless Exercise. The Company will have the all
shares of common stock underlying the warrants registered under the Securities
Act of 1933, as amended. The warrant holder, whether the undersigned or
otherwise, in lieu of any cash payment required hereunder, shall have the right
to exercise the warrants in whole or in  part by surrendering the warrants in
exchange for the number of shares the Company's common stock equal to (x) the
number of shares as to  which the warrants are being exercised multiplied by
(y) a fraction, the numerator of which is the Market Price (as defined below) of
the common stock less the exercise price of the warrants being exercised, and
the denominator of which is such Market Price. The term "Market Price" means the
closing ask price per share of the common stock on the principal stock exchange
or market on which the common stock is then quoted or traded on the day
preceding the date on which written notice of election to exercise the warrants
has been given to the Company (a "cashless exercise"). If the warrant holder
opts for a cashless exercise of the warrants, no other consideration shall be
paid to the Company, other than surrendering the warrant itself, nor will there
be paid any commission or other remuneration to any other person or entity by
the warrant holder. In the event that the warrant holder is not permitted to
"tack" the holding period of the warrants to the holding period of the common
stock received upon the cashless exercise for purposes of satisfaction of the
holding period requirements of Rules 144(d)(3)(ii) and 144(k) under the
Securities Act of 1933, as amended, for whatever reason and there is no
presently filed registration statement effective as to the shares received or to
be received through the cashless exercise of this Warrant, the Company shall,
upon receipt of the written request of the warrant holder, immediately file a
registration statement with the U.S. Securities and Exchange Commission with
respect to all of the shares underlying this warrants.

         Section 13. miscellaneous.

               (a) ______ A person or entity is deemed to be a holder of
          Registrable Securities whenever such person or entity owns of record
          such Registrable Securities. If the Company receives conflicting
          instructions, notices, or elections from two or more persons or
          entities with respect to the same Registrable Securities, the Company
          shall act upon the basis of instructions, notice, or election received
          from the registered owner of such Registrable Securities.

               (b) ______ Any notices consents, waivers, or other communications
          required or permitted to be given under the terms of this Agreement
          must be in writing and will be deemed to have been delivered (i) upon
          receipt, when delivered personally; (ii) upon receipt, when sent by
          facsimile, provided a copy is mailed by U.S. certified mail, return
          receipt requested; (iii) three (3) days after being sent by U.S.
          certified mall, return receipt requested, or (iv) one (1) day after
          deposit with a nationally recognized overnight delivery service, in
          each case properly addressed to the party to receive the same. The
          addresses and facsimile numbers for such communications shall be:

If to the Company:
American Millennium Corporation, Inc.
1010 Tenth Street
Suite 100
Golden, CO 80401
Attn: Andrew F. Cauthen, President and
Chief Executive Officer
Telephone: (303) 279-2002
Facsimile: (303) 271-9777

         If to the Purchaser, to its address and facsimile number on the
Schedule of Purchasers, with copies to such Purchaser's counsel as set forth on
the Schedule of Purchasers. Each party shall provide five (5) days prior written
notice to the other party of any change in address or facsimile number.

               (c) ______ Failure of any party to exercise any right or remedy
          under this Agreement or otherwise, delay by a party in exercising such
          right or remedy, shall not operate as a waiver thereof.

               (d) ______ This Agreement shall be governed by and interpreted in
          accordance with the laws of the State of Louisiana. If any provision
          of this Agreement shall be invalid or unenforceable in any
          jurisdiction, such invalidity or unenforceability shall not affect the
          validity or enforceability of the remainder of this Agreement in that
          jurisdiction or the validity or enforceability of any provision of
          this Agreement in any other jurisdiction.

               (e) ______ This Agreement and the Purchase Agreement constitute
          the entire agreement among the parties hereto with respect to the
          subject matter hereof and thereof. There are no restrictions,
          promises, warranties, or undertakings, other than those set forth or
          referred to herein and therein. This Agreement supersedes all prior
          agreements and understandings among the parties hereto with respect to
          the subject matter hereof.

               (f) ______ Subject to the requirements of Section 9, this
          Agreement shall inure to the benefit and of and be binding upon the
          permitted successors and assigns of each of the parties hereto.

               (g) ______ The headings in this Agreement are for convenience of
          reference only and shall not limit or otherwise affect the meaning
          hereof.

               (h) ______ This Agreement may be executed in two or more
          identical counterparts, each of which shall be deemed an original but
          all of which shall constitute one and the same agreement. This
          Agreement, once executed by a party, may be delivered to the other
          party hereto by facsimile transmission of a copy of this Agreement
          bearing the signature of the party so delivering this Agreement.

               (i) ______ Each party shall do and perform, or cause to be done
          and performed, all such further acts and things, and shall execute and
          deliver all such other agreements, certificates, instruments, and
          documents, as the other party may reasonably request in order to carry
          out the intent and accomplish the purposes of this Agreement and the
          consummation of the transactions contemplated hereby.


<PAGE>


                             company signature page
                                       to
                          registration rights agreement


         IN WITNESS WHEREOF, the parties have caused this Registration Rights
Agreement to be duly executed as of day and year first above written.


                                         COMPANY:


                                         AMERICAN MILLENNIUM CORPORATION, INC.


                                         By: /s/ Andrew F. Cauthen
                                         --------------------------------------
                                         Andrew F. Cauthen, President and
                                         Chief Executive Officer












                    [Purchasers Signature on Following Pages]




<PAGE>


                            purchaser signature page
                                       to
                          registration rights agreement

                               Purchase agreement



                                         PURCHASER
                                         Rodney R. Schoemenn, Sr.


                                         By: /s/ Rodney R. Schoemenn, Sr.
                                         --------------------------------------



===================================== =========================================

Purchaser Name                            Rodney R. Schoemenn, Sr.
("Purchaser")
Address and                               3904 Wheat Drive, Metairie, LA  70002
Facsimile Number
------------------------------------- -----------------------------------------
------------------------------------- -----------------------------------------

         Securities Purchased                  Convertible Note
------------------------------------- -----------------------------------------
------------------------------------- -----------------------------------------

         Purchase Price                        $300,000
===================================== =========================================