EXHIBIT 10.2



                       Description of Registration Rights


      During  the  three  months  ended  March 31,  2004,  the  Company  granted
registration  rights  to  certain  investors  in  connection  with  the sale and
issuance to such investors (the  "Offering") of an aggregate of 4,450,000 shares
of our common stock and warrants to purchase an aggregate of 2,000,000 shares of
our common stock (collectively, the "Registrable Securities"). Such registration
rights provide that the Company shall file a Registration Statement covering the
Registrable  Securities  and,  not later than June 30, 2004  ("Target  Effective
Date"), the Registration Statement shall be declared effective by the Securities
and Exchange Commission. If the Registration Statement is not declared effective
on or before the Target Effective Date, then commencing on the first day of each
month following the Target  Effective Date until the earlier of December 1, 2004
or the actual date the Registration Statement is declared effective, the Company
shall issue to the investor, as liquidated damages, such number of shares of our
common  stock  that  equals  10% of the  number of shares  of our  common  stock
purchased by the investor in the Offering.