EXHIBIT 10.7

    REGISTRATION RIGHTS AGREEMENT


     REGISTRATION  RIGHTS  AGREEMENT  (this  "Agreement"), dated as of April __,
2002,  by and between DIVERSIFIED PRODUCT INSPECTIONS, INC., a company organized
under  the  laws  of  state of Florida, with its principal executive office at 3
Main  Street,  Oak Ridge, TN 37830 (the "Company"), and the undersigned investor
(the  "Investor").

     WHEREAS,  upon  the terms and subject to the conditions of the Subscription
Agreement  between  the Investor and the Company (the "Subscription Agreement"),
the  Company has agreed to issue and sell to the Investor convertible debentures
of  the Company (the "Debentures"), which will be convertible into shares of the
common stock, $.01 par value per share (the "Common Stock"), of the Company, and
a Warrant to purchase ________shares of Common Stock, upon the terms and subject
to  the  conditions  of  such  Debentures;  and

     WHEREAS,  to  induce  the  Investor to execute and deliver the Subscription
Agreement,  the  Company has agreed to provide certain registration rights 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,  with respect to the shares of Common Stock
issuable  pursuant  to  the  Subscription  Agreement  and  Debenture.

     NOW,  THEREFORE,  in consideration of the foregoing premises and the mutual
covenants  contained  hereinafter and other good and valuable consideration, the
receipt  and  sufficiency  of which are hereby acknowledged, the Company and the
Investor  hereby  agree  as  follows:


1.           DEFINITIONS.

     As  used  in  this  Agreement, the following terms shall have the following
meanings:

a.  "Closing  Date" means the date funds are received by the Company pursuant to
the  Subscription  Agreement.

b.  "Holder"  means  the  Investor.

c.   "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.

d.  "Potential Material Event" means any of the following: (i) the possession by
the  Company  of  material information not ripe for disclosure in a Registration
Statement, which shall be evidenced by determinations in good faith by the Board
of  Directors  of  the  Company  that  disclosure  of  such  information  in the
Registration  Statement  would be detrimental to the business and affairs of the
Company, or (ii) any material engagement or activity by the Company which would,
in  the  good  faith  determination of the Board of Directors of the Company, be
adversely affected by disclosure in a Registration Statement at such time, which
determination  shall  be  accompanied
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by  a good faith determination by the Board of Directors of the Company that the
Registration  Statement  would  be materially misleading absent the inclusion of
such  information.

e.  "Principal  Market"  means either The American Stock Exchange, Inc., The New
York  Stock  Exchange,  Inc.,  the  Nasdaq  National Market, The Nasdaq SmallCap
Market  or  the National Association of Securities Dealer's, Inc. OTC electronic
bulletin  board  whichever  is the principal market on which the Common Stock is
listed.

f.  "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").

g.  "Registrable Securities" means the shares of Common Stock issued or issuable
(i)  pursuant to the Subscription Agreement, (ii) upon exercise of the Warrants,
and  (iii)  any  shares  of capital stock issued or issuable with respect to the
such  shares  of  Common  Stock  and  Warrants, if any, as a result of any stock
split, stock dividend, recapitalization, exchange or similar event or otherwise,
which  have  not  been  (x)  included  in a Registration Statement that has been
declared  effective  by  the SEC, or (y) sold under circumstances meeting all of
the  applicable  conditions of Rule 144 (or any similar provision then in force)
under  the  1933  Act.

h.  "Registration Statement" means a registration statement of the Company filed
under  the  1933  Act.

i.  "Debenture"  means  the  convertible  debenture issued by the Company to the
Investor.

     All  capitalized  terms  used  in  this Agreement and not otherwise defined
herein  shall  have  the  same  meaning  ascribed to them as in the Subscription
Agreement.

     2.     REGISTRATION.

a.  Mandatory  Registration.  The  Company  shall  prepare,  and,  as  soon  as
practicable  file  with  the  SEC  a  Registration  Statement  or  Registration
Statements  (as  is necessary) on Form SB-2 (or, if such form is unavailable for
such  a  registration,  on  such  other  form  as  is  available  for  such  a
registration),  covering  the resale of all of the Registrable Securities, which
Registration  Statement(s)  shall  state  that,  in  accordance  with  Rule  416
promulgated  under  the  1933  Act, such Registration Statement also covers such
indeterminate number of additional shares of Common Stock as may become issuable
upon  stock  splits,  stock dividends or similar transactions. The Company shall
initially  register  for  resale 2,000,000 shares of Common Stock which would be
issuable on the date preceding the filing of the Registration Statement based on
the  closing bid price of the Company's Common Stock on such date and the amount
reasonably  calculated  that  represents  the  number  of  shares underlying the
Warrants  issuable  pursuant  to  the  terms  of  the Offering. In the event the
Company  cannot register sufficient shares of Common Stock, due to the remaining
number of authorized shares of Common Stock being insufficient, the Company will
use  its  best  efforts to register the maximum number of shares it can based on
the  remaining
<PAGE>
balance  of  authorized  shares  and  will  use its best efforts to increase the
number  of  its  authorized  shares  as  soon  as  reasonably  practicable.

b.     The Company shall use its best efforts to have the Registration Statement
filed  with the SEC within forty-five (45) calendar days after the Closing Date.
If the Registration Statement covering the Registrable Securities required to be
filed  by  the  Company  pursuant  to  Section  2(a)  hereof is not filed within
forty-five (45) calendar days following the Closing Date, then the Company shall
pay  the  Investor  the  sum  of  three  percent  (3%) of the face amount of the
Debentures  outstanding  as  liquidated  damages, and not as a penalty, for each
thirty  (30)  calendar  day  period,  pro  rata,  following  the forty-five (45)
calendar  day  period  until  the  Registration  Statement  is  filed.

     Notwithstanding  the foregoing, the amounts payable by the Company pursuant
to  this  Section  shall not be payable to the extent any delay in the filing of
the  Registration  Statement occurs because of an act of, or a failure to act or
to  act  timely  by  the  Investor.  The damages set forth in this Section shall
continue  until  the  obligation is fulfilled and shall be paid within three (3)
business  days  after  each thirty (30) calendar day period, or portion thereof,
until  the  Registration  Statement  is  filed.  Failure  of the Company to make
payment  within  said  three  (3)  business  days shall be considered a default.

     The  Company  acknowledges  that  its  failure  to  have  the  Registration
Statement  filed  within said forty-five (45) calendar day period will cause the
Investor  to  suffer  damages  in an amount that will be difficult to ascertain.
Accordingly,  the  parties  agree  that  it  is  appropriate  to include in this
Agreement a provision for liquidated damages.  The parties acknowledge and agree
that  the  liquidated damages provision set forth in this section represents the
parties' good faith effort to quantify such damages and, as such, agree that the
form  and  amount  of  such  liquidated  damages  are  reasonable  and  will not
constitute  a  penalty.  The payment of liquidated damages shall not relieve the
Company from its obligations to register the Common Stock and deliver the Common
Stock  pursuant  to  the terms of this Agreement, the Subscription Agreement and
the  Debenture.

c.     The Company shall use its best efforts to have the Registration Statement
declared  effective  by  the  SEC  within one hundred twenty (120) calendar days
after  the  Closing Date. If the Registration Statement covering the Registrable
Securities  required  to be filed by the Company pursuant to Section 2(a) hereof
is  not  declared  effective  within  one  hundred  twenty  (120)  calendar days
following  the  Closing Date, then the Company shall pay the Investor the sum of
two  percent (2%) of the face amount of the Debentures outstanding as liquidated
damages and not as a penalty for each thirty (30) calendar day period, pro rata,
following  the  one  hundred  twenty  (120)  calendar  day  period  until  the
Registration  Statement  is  declared  effective,  subject  to  a  maximum  of
twenty-four  months  from  the  Closing  Date  of the first tranche of $100,000.

     If  the Registration Statement covering the Registrable Securities required
to  be  filed  by  the  Company  pursuant  to  Section  2(a)  hereof is declared
effective,  but  after  the  effective  date  the  Investor's  right  to sell is
suspended,  then  the Company shall pay the Investor the sum of two percent (2%)
of  the  purchase  price  paid  by  the  Investor for the Registrable Securities
pursuant to
<PAGE>
the  Subscription  Agreement for each thirty (30) calendar day period, pro rata,
following  the  suspension  until  such  suspension  ceases.

     Notwithstanding  the foregoing, the amounts payable by the Company pursuant
to  this  Section  shall  not  be  payable  to  the  extent  any  delay  in  the
effectiveness  of  the  Registration Statement occurs because of an act of, or a
failure  to  act or to act timely by the Investor. The damages set forth in this
Section  shall  continue  until  the  obligation  is fulfilled and shall be paid
within  three  (3)  business  days after each thirty (30) day period, or portion
thereof,  until  the  Registration  Statement  is  declared  effective  or  such
suspension  is  released.  Failure  of  the  Company to make payment within said
three  (3)  business  days  shall  be  considered  a  default.

     The  Company  acknowledges  that  its  failure  to  have  the  Registration
Statement  declared  effective within said one hundred twenty (120) calendar day
period  or  to  permit  the  suspension of the effectiveness of the Registration
Statement,  will  cause the Investor to suffer damages in an amount that will be
difficult  to  ascertain.  Accordingly, the parties agree that it is appropriate
to  include  in  this Agreement a provision for liquidated damages.  The parties
acknowledge  and  agree  that the liquidated damages provision set forth in this
section  represents the parties' good faith effort to quantify such damages and,
as  such,  agree  that  the  form  and  amount  of  such  liquidated damages are
reasonable and will not constitute a penalty.  The payment of liquidated damages
shall  not relieve the Company from its obligations to register the Common Stock
and  deliver  the  Common  Stock  pursuant  to  the terms of this Agreement, the
Subscription  Agreement  and  the  Debenture.

d.     The  Company  shall  respond  to  all  SEC  comments  within fifteen (15)
calendar days of receipt by the Company.  If the Company fails to respond within
fifteen  (15) calendar days of receipt of SEC comments, the Company shall pay to
the  Investor  a  cash  amount  within three (3) business days of the end of the
month equal to 3% per month, on a pro rata basis, of the amount paid to purchase
the  Debentures  then  outstanding,  as liquidated damages and not as a penalty;
provided  that  the  fifteen  (15)  calendar day period provided herein shall be
extended  as  may be required by delays caused by Investor and its counsel, and,
provided  further,  that such fifteen (15) calendar day period shall be extended
five  (5)  business  days  for  responses to SEC staff accounting comments.  The
Company  shall  cause  the  Registration  Statement  relating to the Registrable
Securities  to  become  effective  no  later  than three (3) business days after
notice  from  the SEC that the Registration Statement may be declared effective.


e.     The  Company agrees not to include any other securities, other than those
for  the  equity  credit  line financing, in this Registration Statement without
Investor's  prior  written consent. Furthermore, the Company agrees that it will
not file any other Registration Statement for other securities (other than those
for the equity credit line financing with Investor, strategic partners, employee
benefits  or  in  connection  with  a  merger  or acquisition), until sixty (60)
calendar days after the Registration Statement for the Registrable Securities is
declared  effective.

f.     Counsel.  Subject  to  Section  5 hereof, in connection with any offering
pursuant  to  this  Section  2,  the Investor shall have the right to select one
legal  counsel  to  administer its interests in the Offering.  The Company shall
reasonably  cooperate  with  any  such  counsel.
<PAGE>

     3.     RELATED  OBLIGATIONS.

     At such time as the Company is obligated to prepare and file a Registration
Statement  with  the SEC pursuant to Section 2(a), the Company will use its best
efforts  to  effect the registration of the Registrable Securities in accordance
with  the  intended method of disposition thereof and, with respect thereto, the
Company  shall  have  the  following  obligations:


a.          The  Company  shall  use its best efforts to cause such Registration
Statement  relating to the Registrable Securities to become effective within one
hundred  twenty  (120)  days  after  the  Effective  Date  and  shall  keep such
Registration  Statement  effective pursuant to Rule 415 until the earlier of (i)
the  date  as  of  which the Investor may sell all of the Registrable Securities
without  restriction  pursuant  to Rule 144(k) promulgated under the 1933 Act or
(ii)  the  date  on  which  (A) the Investor shall have sold all the Registrable
Securities  and (B) the Investor has no right to convert the Shares it owns into
Common  Stock  under  the Subscription Agreement respectively (the "Registration
Period"),  which Registration Statement (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  a  Registration
Statement  and  the  prospectus  used  in  connection  with  such  Registration
Statement,  which  prospectus  is  to  be filed pursuant to Rule 424 promulgated
under  the  1933  Act,  as  may be necessary to keep such Registration Statement
effective  during  the Registration 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 such Registration Statement
until  such  time as all of such Registrable Securities shall have been disposed
of  in  accordance  with  the  intended  methods  of disposition by the Investor
thereof as set forth in such Registration Statement.  In the event the number of
shares  of  Common Stock available under a Registration Statement filed pursuant
to  this  Agreement  is at any time insufficient to cover all of the Registrable
Securities,  the  Company shall amend such 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  thirty  (30)  calendar days after the
necessity  therefor arises (based on the then Purchase Price of the Common Stock
and  other  relevant  factors  on  which the Company reasonably elects to rely),
assuming  the  Company  has sufficient authorized shares at that time, and if it
does  not,  within  thirty  (30) calendar days after such shares are authorized.
The  Company  shall  use  it  best  efforts  to  cause such amendment and/or new
Registration  Statement to become effective as soon as practicable following the
filing  thereof.
     Prior  to conversion of all the Shares, if at anytime the conversion of all
the  Shares  outstanding  would  result  in an insufficient number of authorized
shares  of  Common  Stock  being available to cover all the conversions, then in
such  event,  the  Company  will  move  to call and hold a shareholder's meeting
within  thirty  (30)  days  of  such  event  for the sole purpose of authorizing
additional  shares  of  Common Stock to facilitate the conversions.   In such an
event  the  Company  shall  recommend  to all shareholders and management of the
Company  to  vote  their
<PAGE>
shares  in  favor of increasing the authorized number of shares of Common Stock.
The  Company represents and warrants that under no circumstances will it deny or
prevent  Purchaser's right to convert the Shares as permitted under the terms of
this  Subscription  Agreement  or  this  Registration  Rights  Agreement.

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

d.     The  Company shall use reasonable efforts to (i) register and qualify the
Registrable  Securities  covered  by  a  Registration Statement under such other
securities  or "blue sky" laws of such states in the United States as any Holder
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 (x) qualify to do
business in any jurisdiction where it would not otherwise be required to qualify
but  for  this  Section 3(d), (y) subject itself to general taxation in any such
jurisdiction,  or  (z)  file a general consent to service of process in any such
jurisdiction.  The  Company  shall  promptly  notify  each  Holder  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.  As  promptly  as practicable after becoming aware of such event, the Company
shall notify each Holder in writing of the happening of any event 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,
("Registration  Default")  and  use  all  diligent efforts to promptly prepare a
supplement  or  amendment  to  such  Registration  Statement  and take any other
necessary  steps  to cure the Registration Default, (which, if such Registration
Statement  is  on Form S-3, may consist of a document to be filed by the Company
with  the  SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act (as
<PAGE>
defined below) and to be incorporated by reference in the prospectus) to correct
such  untrue  statement  or  omission,  and  deliver  ten  (10)  copies  of such
supplement  or  amendment to each Holder (or such other number of copies as such
Holder  may reasonably request). Failure to cure the Registration Default within
ten  (10) business days shall result in the Company paying liquidated damages of
2.0%  of the price paid to purchase the Shares then held by the Holders for each
thirty  (30)  calendar  day  period or portion thereof, beginning on the date of
suspension.  The  Company  shall also promptly notify each Holder 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  Holder 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, (iii) of
the  Company's  reasonable  determination  that  a post-effective amendment to a
Registration  Statement would be appropriate, (iv) in the event the Registration
Statement is no longer effective or, (v) the Registration Statement is stale for
a period of more than five (5) Trading Days as a result of the Company's failure
to  timely  file  its  financials.
     The  Company acknowledges that its failure to cure the Registration Default
within  ten  (10)  business days will cause the Investor to suffer damages in an
amount that will be difficult to ascertain.  Accordingly, the parties agree that
it  is  appropriate  to  include  in  this  Agreement a provision for liquidated
damages.  The  parties  acknowledge  and  agree  that  the  liquidated  damages
provision set forth in this section represents the parties' good faith effort to
quantify  such  damages  and,  as  such,  agree that the form and amount of such
liquidated  damages  are  reasonable  and  will  not  constitute  a  penalty.
     It  is  the intention of the parties that interest payable under any of the
terms  of this Agreement shall not exceed the maximum amount permitted under any
applicable law. If a law, which applies to this Agreement which sets the maximum
interest  amount, is finally interpreted so that the interest in connection with
this  Agreement  exceeds the permitted limits, then: (1) any such interest shall
be  reduced  by  the  amount  necessary  to reduce the interest to the permitted
limit; and (2) any sums already collected (if any) from the Company which exceed
the  permitted  limits will be refunded to the Company.  The Investor may choose
to  make  this  refund  by  reducing the amount that the Company owes under this
Agreement or by making a direct payment to the Company.  If a refund reduces the
amount  that  the  Company owes the Investor, the reduction will be treated as a
partial  payment.  In case any provision of this Agreement is held by a court of
competent  jurisdiction  to  be  excessive  in  scope  or  otherwise  invalid or
unenforceable, such provision shall be adjusted rather than voided, if possible,
so  that  it is enforceable to the maximum extent possible, and the validity and
enforceability of the remaining provisions of this Agreement will not in any way
be  affected  or  impaired  thereby.

f.  The  Company  shall use its best efforts to 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 at the earliest possible moment and to
notify  each  Holder who holds Registrable Securities being sold of the issuance
of such order and the  resolution thereof or its receipt of actual notice of the
initiation  or  threat  of  any  proceeding  for  such  purpose.
<PAGE>
g.     The  Company  shall  permit  each  Holder  and  a single firm of counsel,
designated  as  selling shareholders' counsel by the Holders who hold a majority
of  the  Registrable  Securities  being  sold,  to  review  and  comment  upon a
Registration  Statement  and all amendments and supplements thereto at least one
(1)  business  day 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  to  the  SEC  a  request  for  acceleration  of  the  effectiveness of a
Registration  Statement  or  file  with  the SEC a Registration Statement or any
amendment  or  supplement  thereto  without  the prior approval of such counsel,
which  approval  shall  not  be  unreasonably  withheld.

h.     At  the request of any Holder, the Company shall cause to be furnished to
such  Holder,  on  the date of the effectiveness of a Registration Statement, an
opinion, dated as of such date, of counsel representing the Company for purposes
of  such  Registration  Statement,  in  the  form  of  Exhibit D attached to the
Subscription  Agreement.

i.     The  Company  shall  make  available for inspection by (i) any Holder and
(ii)  one firm of attorneys and one firm of accountants or other agents retained
by  the  Holders  (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,  and  cause the Company's officers, directors and employees to supply
all  information  which any Inspector may reasonably request; provided, however,
that  each  Inspector  shall  hold  in  strict confidence and shall not make any
disclosure  (except to a Holder) 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 of which
the  Inspector  has  knowledge.  Each Holder 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.

j.     The  Company  shall  hold  in  confidence  and not make any disclosure of
information concerning a Holder 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 Agreement or any other
agreement.  The  Company  agrees that it shall, upon learning that disclosure of
such  information concerning a Holder is sought in or by a court or governmental
body  of  competent  jurisdiction  or  through  other means, give prompt written
notice  to  such  Holder  and  allow  such  Holder,  at the Holder's expense, to
undertake appropriate action to prevent disclosure of, or to obtain a protective
order  for,  such  information.
<PAGE>
k.     The  Company  shall  use  its  best  efforts  to  secure  designation and
quotation  of  all  the  Registrable  Securities  covered  by  any  Registration
Statement  on the Principal Market.  If, despite the Company's best efforts, the
Company  is  unsuccessful in satisfying the preceding sentence, it shall use its
best efforts to cause all the Registrable Securities covered by any Registration
Statement  to be listed on each other national securities exchange and automated
quotation system, if any, 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 or system.  If,
despite  the  Company's  best efforts, the Company is unsuccessful in satisfying
the  two  preceding  sentences,  it  will  use  its  best  efforts to secure the
inclusion  for  quotation  on  the  Nasdaq  SmallCap Market for such Registrable
Securities and, without limiting the generality of the foregoing, to arrange for
at  least  two  market  makers  to  register  with  the  National Association of
Securities  Dealers,  Inc.  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(k).

l.     The  Company  shall  cooperate with the Investor 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 Holders may reasonably request and registered in such
names  of  the  Persons  who  shall acquire such Registrable Securities from the
Holders,  as  the  Holders  may  request.

m.     The  Company  shall  provide  a  transfer  agent  for all the Registrable
Securities not later than the effective date of the first Registration Statement
filed  pursuant  hereto.

n.     If  requested  by  the  Holders  holding  a  majority  of the Registrable
Securities, the Company shall (i) as soon as reasonably practical incorporate in
a  prospectus  supplement  or  post-effective amendment such information as such
Holders reasonably determine should be included therein relating to the sale and
distribution  of  Registrable  Securities,  including,  without  limitation,
information  with  respect  to  the offering of the Registrable Securities to be
sold  in  such  offering;  (ii)  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
(iii)  supplement or make amendments to any Registration Statement if reasonably
requested  by  such  Holders.

o.     The  Company  shall  use  its  best  efforts  to  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.

p.     The  Company  shall  make  generally available to its security holders as
soon as reasonably practical, but not later than ninety (90) calendar days after
the  close  of  the  period  covered  thereby,  an  earnings  statement (in form
complying  with  the  provisions  of  Rule  158  under  the 1933 Act) covering a
twelve-month  period  beginning  not  later  than the first day of the Company's
fiscal  quarter next following the effective date of any Registration Statement.
<PAGE>
q.     The  Company  shall  otherwise  use  its  best efforts to comply with all
applicable  rules and regulations of the SEC in connection with any registration
hereunder.

r.     Within  one  (1)  business  day  after  the  Registration Statement which
includes  Registrable  Securities  is declared effective by the SEC, the Company
shall  deliver, and shall cause legal counsel for the Company to deliver, to the
transfer  agent  for  such  Registrable Securities, with copies to the Investor,
confirmation that such Registration Statement has been declared effective by the
SEC  in  the  form  attached  hereto  as  Exhibit  A.

s.     At  or prior to the date of the first Put Notice (as that term is defined
in  the  Subscription  Agreement)  and  at  such  other times as the Holders may
reasonably  request,  the  Company shall cause to be delivered, letters from the
Company's  independent certified public accountants (i) addressed to the Holders
that  such  accountants are independent public accountants within the meaning of
the  1933 Act and the applicable published rules and regulations thereunder, and
(ii) in customary form and covering such financial and accounting matters as are
customarily  covered  by  letters  of  independent  certified public accountants
delivered  to  underwriters  in  connection  with  public  offerings.

t.     The Company shall take all other reasonable actions necessary to expedite
and  facilitate disposition by the Holders of Registrable Securities pursuant to
a  Registration  Statement.

     4.     OBLIGATIONS  OF  THE  HOLDERS.

a.     At  least  five  (5)  calendar days prior to the first anticipated filing
date  of  a  Registration  Statement  the  Company  shall  notify each Holder in
writing  of  the  information the Company requires from each such Holder if such
Holder  elects  to  have any of such Holder's Registrable Securities included in
such  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 Holder that
such  Holder  shall furnish in writing 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 reasonably be
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.  Each  Holder covenants and agrees that, in connection with
any resale of Registrable Securities by it pursuant to a Registration Statement,
it  shall  comply  with  the  "Plan  of  Distribution"  section  of  the current
prospectus  relating  to  such  Registration  Statement.

b.     Each  Holder,  by such Holder'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  any  Registration Statement
hereunder,  unless  such  Holder  has  notified  the  Company in writing of such
Holder's  election  to  exclude all of such Holder's Registrable Securities from
such  Registration  Statement.

c.     Each  Holder  agrees that, upon receipt of any notice from the Company of
the  happening  of  any event of the kind described in Section 3(f) or the first
sentence  of  3(e),  such  Holder  will
<PAGE>
immediately  discontinue  disposition  of Registrable Securities pursuant to any
Registration  Statement(s)  covering  such  Registrable  Securities  until  such
Holder's  receipt  of  the  copies  of  the  supplemented  or amended prospectus
contemplated  by  Section  3(f)  or  the  first  sentence  of  3(e).

     5.     EXPENSES  OF  REGISTRATION.

     All reasonable 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, printing and accounting fees, and fees and disbursements of
counsel  for  the  Company  shall  be  paid  by  the  Company.


     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 Holder who holds such Registrable
Securities,  the  directors,  officers,  partners,  employees,  agents,
representatives of, and each Person, if any, who controls, any Holder within the
meaning  of the 1933 Act or the Securities Exchange Act of 1934, as amended (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 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(c)  with respect to the number of legal
counsel,  the  Company  shall  reimburse  the  Holders and each such controlling
person,  promptly  as  such  expenses  are
<PAGE>
incurred  and  are  due  and  payable,  for  any  reasonable 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  expressly  for use in connection with the
preparation  of  the  Registration  Statement  or  any such amendment thereof or
supplement thereto, if such prospectus were timely made available by the Company
pursuant  to  Section 3(c); (ii) shall not be available to the extent such Claim
is  based  on (a) a failure of the Holder to deliver or to cause to be delivered
the prospectus made available by the Company or (b) the Indemnified Person's use
of  an  incorrect  prospectus  despite  being promptly advised in advance by the
Company  in  writing  not  to use such incorrect prospectus; and (iii) 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  resale  of  the  Registrable Securities by the Holders
pursuant  to  the  Registration  Statement.

b.          In  connection  with any Registration Statement in which a Holder is
participating,  each  such Holder agrees to severally and not jointly indemnify,
hold  harmless  and defend, to the  same extent and in the same manner as is set
forth in Section 6(a), the Company, each of its  directors, each of its officers
who  signs  the  Registration  Statement,  each Person, if any, who controls the
Company  within  the  meaning  of the 1933 Act or the 1934 Act (collectively and
together  with an Indemnified Person, an "Indemnified Party"), against any Claim
or  Indemnified  Damages to which any of them may become subject, under the 1933
Act,  the  1934  Act  or otherwise, insofar as such Claim or Indemnified Damages
arise  out  of  or are based upon any Violation, in each case to the extent, and
only  to  the  extent,  that  such  Violation  occurs  in  reliance  upon and in
conformity  with  written  information  furnished  to the Company by such Holder
expressly  for  use in connection with such Registration Statement; and, subject
to  Section  6(c),  such  Holder  will  reimburse  any  legal  or other expenses
reasonably  incurred  by  them in connection with investigating or defending any
such  Claim;  provided,  however, that the indemnity agreement contained in this
Section 6(b) and the agreement with respect to contribution contained in Section
7  shall not apply to amounts paid in settlement of any Claim if such settlement
is  effected  without  the  prior  written consent of such Holder, which consent
shall  not be unreasonably withheld; provided, further, however, that the Holder
shall  be  liable  under  this  Section  6(b) for only that amount of a Claim or
Indemnified  Damages  as  does  not  exceed the net proceeds to such Holder as a
result  of  the  sale  of  Registrable  Securities pursuant to such Registration
Statement.  Such  indemnity  shall remain in full force and effect regardless of
any  investigation  made  by  or  on  behalf of such Indemnified Party and shall
survive  the resale of the Registrable Securities by the Holders pursuant to the
Registration  Statement.  Notwithstanding  anything  to  the  contrary contained
herein,  the  indemnification  agreement  contained  in  this  Section 6(b) with
respect  to  any  preliminary  prospectus  shall not inure to the benefit of any
Indemnified Party if the untrue statement or omission of material fact contained
in  the  preliminary  prospectus  were  corrected  on  a  timely  basis  in  the
prospectus,  as  then  amended  or  supplemented.

c.          Promptly after receipt by an Indemnified Person or Indemnified Party
under  this  Section
<PAGE>
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  indemnifying  party  shall pay for only one
separate  legal  counsel for the Indemnified Persons or the Indemnified Parties,
as  applicable,  and  such  counsel  shall  be  selected  by  Holders  holding a
majority-in-interest  of the Registrable Securities included in the Registration
Statement  to  which  the  Claim  relates,  if  the  Holders  are  entitled  to
indemnification  hereunder,  or  the  Company,  if  the  Company  is entitled to
indemnification  hereunder,  as applicable. 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 appraised 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.
Following  indemnification  as  provided  for  hereunder, the indemnifying party
shall be surrogated 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.
<PAGE>
     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.

     8.     REPORTS  UNDER  THE  1934  ACT.

     With  a  view  to  making available to the Holders 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 Holders 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  in  a timely manner 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(c)  of  the
Subscription  Agreement)  and  the filing of such reports and other documents is
required  for  the  applicable  provisions  of  Rule  144;  and

c.     furnish  to  the Investor, promptly upon request, (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  Investor  to  sell  such  securities  pursuant  to Rule 144 without
registration.

     9.     NO  ASSIGNMENT  OF  REGISTRATION  RIGHTS.

     The  rights  under  this  Agreement  shall  not  be  assignable.

     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 Holders who
hold  two-thirds  (2/3)  of  the Registrable Securities. Any amendment or waiver
effected  in  accordance  with this Section 10
<PAGE>
shall  be  binding  upon each Holder and the Company. No such amendment shall be
effective  to  the extent that it applies to less than all of the Holders of the
Registrable  Securities.  No
consideration  shall  be  offered or paid to any Person to amend or consent to a
waiver or modification of any provision of any of this Agreement unless the same
consideration  also  is  offered  to  all  of  the  parties  to  this Agreement.

     11.     MISCELLANEOUS.

a.     A  Person  is deemed to be a Holder of  Registrable  Securities  whenever
such Person owns of record such Registrable Securities.  If the Company receives
conflicting  instructions,  notices  or  elections from two or more Persons 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 confirmation
of  transmission is mechanically or electronically generated and kept on file by
the  sending  party);  or  (iii)  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:

     Diversified  Product  Inspections,  Inc.
     3  Main  Street
     Oak  Ridge,  TN  37830
     Attention:  John  Van  Zyll,  CEO
     Telephone:     865-482-8480
     Facsimile:     865-482-6621

With  a  copy  to:

     Lisa  Temple,  Esq.
     Dunn,  MacDonald  &  Coleman
     1221  First  Tennessee  Plaza
     800  South  Gay  Street
     Knoxville,  TN  37929
     Telephone:     865-525-0505
     Facsimile:     865-525-6001

If  to  the  Investor:

     At  the  address  listed  in  the  Questionnaire.

With  a  copy  to:
<PAGE>
     Joseph  B.  LaRocco,  Esq.
     49  Locust  Avenue,  Suite  107
     New  Canaan,  CT  06840
     Telephone:  203-966-0566
     Facsimile:  203-966-0363

     Each  party  shall provide five (5) business days prior notice to the other
party  of  any  change  in  address,  phone  number  or  facsimile  number.

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

d.     The  laws  of the State of Florida shall govern all issues concerning the
relative  rights of the Company and its stockholders.  All other questions shall
be  governed  by and interpreted in accordance with the laws of the State of New
York  without  regard  to  the principles of conflict of laws. Each party hereby
irrevocably  submits  to the non-exclusive jurisdiction of the state and federal
courts  sitting  in  the  City  of  New  York,  borough  of  Manhattan,  for the
adjudication  of  any  dispute  hereunder  or in connection herewith or with any
transaction  contemplated  hereby  or  discussed  herein, and hereby irrevocably
waives,  and  agrees  not to assert in any suit, action or proceeding, any claim
that  it  is  not personally subject to the jurisdiction of any such court, that
such  suit, action or proceeding is brought in an inconvenient forum or that the
venue  of  such  suit,  action  or  proceeding  is  improper.  Each party hereby
irrevocably  waives  personal  service  of process and consents to process being
served  in any such suit, action or proceeding by mailing a copy thereof to such
party at the address for such notices to it under this Agreement and agrees that
such  service shall constitute good and sufficient service of process and notice
thereof.  Nothing contained herein shall be deemed to limit in any way any right
to  serve  process  in  any  manner  permitted by law.  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  Transaction  Documents  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.

f.     This  Agreement  and  the  Transaction  Documents  supersede  all  prior
agreements  and  understandings  among  the  parties  hereto with respect to the
subject  matter  hereof  and  thereof.

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
<PAGE>
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.

j.     All  consents and other determinations to be made by the Holders pursuant
to  this  Agreement shall be made, unless otherwise specified in this Agreement,
by  Holders  holding  a  majority  of  the  Registrable  Securities.

k.     The  language  used  in  this Agreement will be deemed to be the language
chosen  by  the  parties  to  express their mutual intent and no rules of strict
construction  will  be  applied  against  any  party.

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


               DIVERSIFIED  PRODUCT  INSPECTIONS,  INC.



               By:     ____________________________________
               Name:     John  Van  Zyll
               Title:     CEO



               INVESTOR


               By:     ____________________________________
               Name:



<PAGE>

                                    EXHIBIT A

FORM  OF  NOTICE  OF  EFFECTIVENESS
OF  REGISTRATION  STATEMENT

                                             Date:  __________
[TRANSFER  AGENT]

     Re:     DIVERSIFIED  PRODUCT  INSPECTIONS,  INC.
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Ladies  and  Gentlemen:

     We  are  counsel  to  DIVERSIFIED  PRODUCT  INSPECTIONS,  INC.,  a  Florida
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corporation (the "Company"), and have represented the Company in connection with
that certain Subscription Agreement (the "Subscription  Agreement") entered into
by and among the Company and _________________________ (the "Investor") pursuant
to which the Company has agreed to issue to the Investor shares of the Company's
common  stock,  $.01  par  value per share (the "Common Stock") on the terms and
conditions  set  forth  in  the  Subscription  Agreement.  Pursuant  to  the
Subscription  Agreement, the Company also has entered into a Registration Rights
Agreement  with  the  Investor (the "Registration Rights Agreement") pursuant to
which  the  Company  agreed,  among  other  things,  to register the Registrable
Securities  (as  defined  in  the  Registration Rights Agreement), including the
shares of Common Stock issued or issuable under the Subscription Agreement under
the Securities Act of 1933, as amended (the "1933 Act").  In connection with the
Company's  obligations  under the Registration Rights Agreement, on ____________
___,  2001,  the Company filed a Registration Statement on Form S- ___ (File No.
333-________)  (the  "Registration  Statement") with the Securities and Exchange
Commission  (the  "SEC")  relating to the Registrable Securities which names the
Investor  as  a  selling  shareholder  thereunder.

     In  connection with the foregoing, we advise you that a member of the SEC's
staff  has  advised  us by telephone that the SEC has entered an order declaring
the  Registration  Statement  effective under the 1933 Act at [enter the time of
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effectiveness]  on  [enter  the  date  of  effectiveness] and to the best of our
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knowledge,  after  telephonic  inquiry  of  a member of the SEC's staff, no stop
order  suspending  its effectiveness has been issued and no proceedings for that
purpose  are  pending  before,  or  threatened  by,  the SEC and the Registrable
Securities  are  available  for  resale  under  the  1933  Act  pursuant  to the
Registration  Statement.

                                   Very  truly  yours,

                                   [Company  Counsel]

                                        By:     ____________________
cc:     [Investor]