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EXHIBIT 4.5

     The following is a description of the registration rights pertaining to
the shares sold in the 2000 unit offering:

          (a)     Certain Definitions.  As used in this Paragraph 2, the
following definitions shall apply:

          "Commission" means the Securities and Exchange Commission or any
other federal agency at the time administering the Securities Act.

          "Registerable Securities" means the shares of our common stock which
are part of the units being offered and the shares of our common stock
underlying the warrants, provided, however, that Registerable Securities shall
not include any shares which have previously been registered or sold to the
public.

          "Registration Expenses" means all expenses incurred by us in
complying with registration provisions including, without limitation, all
registration, qualification and filing fees, printing expenses, fees and
disbursements of our counsel, blue sky fees and expenses, and the expense of
any special audits incident to or required in connection with any such
registration.  Registration Expenses shall not include selling commissions,
discounts or other compensation paid to underwriters or other agents or
brokers to effect the sale or the fees and expenses of your counsel.

          The terms "register", "registered" and "registration" refer to a
registration affected by preparing and filing a registration statement in
compliance with the Securities Act (and any post-effective amendments filed in
connection therewith), and the declaration of the effectiveness of such
registration statement.

          (b)     Registration.

          (i)     If at any time, or from time to time, but prior to the
second anniversary of the purchase of the units, we shall determine to
register any of our stock, either for our own account or the account of a
security holder or holders, other than (i) a registration relating solely to
employee benefit plans, or (ii) a registration relating solely to a Rule 145
transaction, using a form that would permit inclusion of the Registerable
Securities, we shall:

          (aa) promptly give you written notice thereof: and

          (bb) include in such registration (and any related
qualification under blue sky laws or other compliance), and in any
underwriting involved therein, all the Registerable Securities specified in a
written request from you received by us within 15 days after we give such
written notice, subject to the provisions below.

          (ii)     If, in connection with the registration by us, the managing
underwriter determines that marketing factors require a limitation of the
number of shares to be underwritten, the managing underwriter may limit the
registration of Registerable Securities held by each of you in such manner as
the managing underwriter may determine.  Priority will be given by such
managing underwriter to shares being registered by us for our own account.

          (iii)     We will have the right to terminate or withdraw any
registration initiated by us prior to the effectiveness of such registration,
whether or not you have elected to include securities in such registration.

          (c)     All Registration Expenses incurred in connection with the
registration will be borne by us.

          (d)     If, in the opinion of our counsel, no registration under the
Securities Act is required in connection with the disposition of the
Registerable Securities covered by any request made you in the manner in which
you propose to dispose of the Registerable Securities included in such
request, we need not comply with such request; provided, however, that we will
not be so relieved of our obligations to register the securities unless we are
prepared at your request to remove from the certificates representing such
Registerable Securities all restrictive legends and to rescind any
stop-transfer instructions previously communicated to our transfer agent
relating to such Registerable Securities.

          (e)     If and whenever we effect the registration of Registerable
Securities, we will employ reasonable efforts to:

          (i)     Furnish to you such number of copies of a prospectus,
including a preliminary prospectus, in conformity with the requirements of the
Securities Act, and such other documents, as you may reasonably request in
order to facilitate the public sale or other disposition of your Registerable
Securities.

          (ii)     Prepare and file with the Commission such amendments and
supplements to such registration statement and the prospectus used in
connection therewith to keep such registration statement effective and current
and to comply with the provisions of the Securities Act with respect to the
sale or other disposition of Registerable Securities covered by such
registration statement, including such amendments and supplements as may be
necessary to reflect your intended method of disposition of such Registerable
Securities; provided that we will have no obligation to keep such registration
statement effective and current for any particular period.

          (f)     In order to include your Registerable Securities in a
registration statement, you will be required to indemnify us, each of our
directors and officers, our legal counsel and independent accountants, each
underwriter, if any, each control person of ours or such underwriter within
the meaning of Section 15 of the Securities Act, and each other selling
shareholder, each of its officers and directors and partners and each person
controlling such selling shareholder within the meaning of Section 15 of the
securities Act, against all claims, losses, damages and liabilities (or
actions in respect thereof) arising out of or based on any untrue statement
(or alleged untrue statement) of a material fact contained in any such
registration statement, prospectus, offering circular or other document, or
any omission (or alleged omission) to state therein a material fact required
to be stated therein or necessary to make the statements therein not
misleading and will reimburse us, such holders, such directors, officers,
counsel, accountants, persons, underwriters or control persons for any legal
or any other expenses reasonably incurred in connection with investigating or
defending any such claim, lose, damage, liability or action, in each case to
the extent, but only to the extent, that such untrue statement (or alleged
untrue statement) or omission (or alleged omission) is made in such
registration statement, prospectus, offering circular or other document in
reliance upon and in conformity with written information furnished to us by
you for use therein.

          (g)     You will be required to furnish to us such information
regarding yourself, the Registerable Securities and the distribution proposed
by you as we may request in writing.