EXHIBIT 10.2

                       DESCRIPTION OF REGISTRATION RIGHTS

During the three months ended June 30, 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.

                                       34