EX-4.02

 RIGHTS OF INVESTORS

 1.   Financial Statements And Reports To Investors

 The Company shall deliver to each Investor as soon as practicable after the
 end of each fiscal year of the Company, and in any event within 90 days
 thereafter, an audited consolidated balance sheet of the Company as of
 the end of such year and audited consolidated statements of income,
 shareholders' equity and cash flow for such year, which year-end financial
 reports shall be in reason able detail and shall be prepared in accordance
 with generally accepted accounting principles and accompanied by the opinion
 of independent public accountants of national recognized standing selected
 by the Company and after the end of each of the first three fiscal quarters
 of each year, and in any event within 45 days of the end of each such
 fiscal quarter, unaudited quarterly financial statements of income,
 shareholders' equity, and cash flow for such quarter, which quarterly
 statements shall be in reasonable detail and shall be prepared in accordance
 with generally accepted accounting principles.

 2.   Inspection

 The Company shall permit each Investor, at such Investor's expense, to visit
 and inspect the Company's properties, to examine its books of account and
 records and to discuss the Company's affairs, finances, and accounts with
 its officers, all at such reasonable times as may be requested by each such
 Investor, provided, however, that the Company shall not be obligated
 pursuant to this Section 4 to provide any information which it reasonably
 considers to be a trade secret or confidential information unless such
 Investor executes an appropriate non-disclosure agreement and is neither a
 competitor nor a potential competitor of the Company.  The rights of an
 Investor under this Section 4 may not be assigned as part of such Investor's
 sale of any of the Registrable Securities or Convertible Securities except
 in accordance with the provisions of Section 15.

 3.   Termination of Covenants

 The covenants of the Company set forth in Sections 2, 3, 4, and 5 shall be
 terminated and be of no further force or effect immediately prior to the
 closing of the first public offering of Common Stock of the Company that is
 effected pursuant to a Registration Statement filed with, and declared
 effective by, the Commission under the Securities Act (other than either a
 public offering limited solely to employees of the Company or an offering
 pursuant to Rule 145 under the Securities Act), and such covenants shall
 terminate as to any Investor as of the date such Investor no longer holds
 any shares of the capital stock of the Company.

 4.   Shareholders List

 The Company shall make the shareholder's list available at the meeting of
 shareholders, and any shareholder or the shareholder's agent or attorney is
 entitled to inspect the list at any time during the meeting or any
 adjournment.

 5.   Voting Rights

 Except as otherwise provided by law, the Certificate of Incorporation, or
 these bylaws, any corporate action, other than the election of directors,
 the affirmative vote of the majority of shares entitled to vote on that
 matter and represented either in person or by proxy at a meeting of
 shareholders at which a quorum is present shall be the act of the
 shareholders of the Corporation.

 Unless otherwise provided for in the Articles of Incorporation of this
 Corporation, directors will be elected by a plurality of the votes cast by
 the shares entitled to vote in the election at a meeting at which a quorum
 is present and each shareholder entitled to vote has the right to vote the
 number of shares owned by him for as many persons as there are Directors to
 be elected.

 Unless otherwise provided for the Certificate of Incorporation of this
 Corporation, Directors will be elected by a plurality of the votes by the
 shares, present in person or by proxy, entitled to vote in the election at a
 meeting at which a quorum is present and each shareholder entitled to vote
 has the right to vote the number of shares owned by him/her for as many
 persons as there are Directors to be elected.

 Except as otherwise provided by statute, the Certificate of Incorporation,
 or these bylaws, at each meeting of shareholders, each shareholder of the
 Corporation entitled to vote thereat, shall be entitled to one vote for each
 share registered in his name on the books of the Corporation.

 6.   Proxies

 Each shareholder entitled to vote or to express consent or dissent without a
 meeting, may do so either in person or by proxy, so long as such proxy is
 executed in writing by the shareholder himself, or by his attorney-in-fact
 thereunto duly authorized in writing.  Every proxy shall be revocable at
 will unless the proxy conspicuously states that it is irrevocable and the
 proxy is coupled with an interest.  A telegram, telex, cablegram, or similar
 transmission by the shareholder, or a photographic, photostatic, facsimile,
 shall be treated as a valid proxy, and treated as a substitution of the
 original proxy, so long as such transmission is a complete reproduction
 executed by the shareholder.  No proxy shall be valid after the expiration
 of three years from the date of its execution, unless otherwise provided in
 the proxy.  Such instrument shall be exhibited to the Secretary at the
 meeting and shall be filed with the records of the Corporation.

 7.   Shares Eligible for Future Sale

 There are 17,050,000 shares of stock outstanding before the offering, all of
 which are restricted securities under the Securities Act.  This restriction
 does not apply to the 5,000,000 shares of stock offered on the initial
 public offering that pertains to this registration.

 8.   Employee Incentive Option

 The employee incentive option plan is for 1,500,000 shares of stock.  All of
 these shares of stock are restricted under Rule 144 of the Securities Act.