EXHIBIT NO. 10.2





10.14  Subsequent  Registration.  The parties  acknowledge  that the Corporation
Common Stock to be received by the Seller will not initially be registered  with
the Securities and Exchange Commission ("SEC") or any state agency and therefore
is restricted as to transfer.  The  Corporation  will, no sooner than six months
after the Closing,  register such shares of Corporation Common Stock so as to be
freely transferable by the Seller.