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                                                              EXHIBIT 10.3(A)(e)


                             THE MENTUS GROUP, INC.
                             1994 STOCK OPTION PLAN


                                    ARTICLE I
                                   DEFINITIONS

         As used herein, the following terms have the meanings hereinafter set
forth unless the context clearly indicates to the contrary:

         (a) "Board" shall mean the Board of Directors of the Company.

         (b) "Code" shall mean the United States Internal Revenue Code of 1986,
as amended, including effective date and transition rules (whether or not
codified). Any reference herein to a specific section or sections of the Code
shall be deemed to include a reference to any corresponding provision of future
law.

         (c) "Committee" shall mean a committee of Directors that may, but is
not required to be appointed from time to time by the Board, having the duties
and authority set forth herein in addition to any other authority granted by the
Board. In the absence of the appointment of said Committee, the duties and
authority set forth herein shall rest with the full Board and the term
"Committee" used herein shall mean the full Board. In either event, no member of
the Committee or full Board shall vote as to the granting of an Option to
himself or herself.

         (d) "Company" shall mean The Mentus Group, Inc., a Delaware
corporation.

         (e) "Consultant" shall mean any consultant, independent contractor,
advisor or any other person or entity other than an Employee who performs or
contracts to perform services for the Company.

         (f) "Director" shall mean a member of the Board.

         (g) "Employee" shall mean any employee of the Company or any Subsidiary
of the Company, and any Director who also serves as an Officer and whose duties
as such involve a significant time commitment beyond that associated with
preparation for and attendance at meetings of the Board or Committees thereof.

         (h) "Employer" shall mean the corporation that employs an Optionee.

         (i) "Fair Market Value" or the shares of Stock on any date shall mean

                  (i)      the closing sales price, regular way, or in the
                           absence thereof the mean of the last reported bid and
                           asked quotations, on such date on the exchange


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                           having the greatest volume of trading in the shares
                           during the thirty-day period preceding such date (or
                           if such exchange was not open for trading on such
                           date, the next preceding date on which it was open
                           for trading) or

                  (ii)     if there is no price specified in (i), the final
                           reported sales price, or if not reported in the
                           following manner, the mean of the closing high bid
                           and low asked prices, in the over-the-counter market
                           for the shares as reported by the National
                           Association of Securities Dealers Automatic Quotation
                           System or, if not so reported, then as reported by
                           the National Quotation Bureau Incorporated, or if
                           such organization is not in existence, by an
                           organization providing similar services, on such date
                           (or if such date is not a date for which such system
                           or organization generally provides reports, then on
                           the next preceding date for which it does so); or

                  (iii)    if there also is no price as specified in (ii), the
                           price determined by the Committee by reference to
                           bid-and-asked quotations for the shares provided by
                           members of an association of brokers and dealers
                           registered pursuant to subsection 15(b) of the 1934
                           Act, which members make a market in the shares, for
                           such recent dates as the Committee shall determine to
                           be appropriate for fairly determining current market
                           value; or

                  (iv)     if there also is no price as specified in (i), (ii)
                           or (iii), or if the shares are not registered under
                           the 1933 Act, the amount determined in good faith by
                           the Committee based on such relevant facts, which may
                           include opinions of independent experts, as may be
                           available to the Committee.

         (j) "ISO" shall mean an Option that complies with and is subject to the
terms, limitations and conditions of Code Section 422A and any regulations
promulgated with respect thereto.

         (k) "1933 Act" shall mean the Securities Act of 1933, as the same may
be amended from time to time.

         (l) "1934 Act" shall mean the Securities Exchange Act of 1934, as the
same may be amended from time to time.

         (m) "NISO" shall mean an Option that does not qualify with Code Section
422A and any regulations promulgated with respect thereto.

         (n) "Officer" shall mean a person who constitutes an officer of the
Company for the purposes of Section 16 of the 1934 Act, as determined by
reference to such Section 16 and to the rules, regulations, judicial decisions,
and interpretative or "no-action" positions with respect thereto of the
Securities and Exchange Commission, as the same may be in effect or set forth




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from time to time.

         (o) "Option" shall mean a contractual right to purchase Stock granted
pursuant to the provisions of Article VI hereof.

         (p) "Optionee" shall mean a person to whom an Option has been granted
hereunder.

         (q) "Option Price" shall mean the price at which an Optionee may
purchase a share of Stock pursuant to an Option.

         (r) "Parent" shall mean any corporation (other than the corporation
with respect to which the determination is being made) in an unbroken chain of
corporations ending with the corporation with the respect to which the
determination is being made if, at the time of the grant (or modification) of
the Option, each of the corporations other than the corporation with respect to
which the determination is being made owns stock possessing 50% or more of the
total combined voting power of all classes of stock in one of the other
corporations in such chain.

         (s) "Plan" shall mean The Mentus Group, Inc. 1994 Stock Option Plan.

         (t) "Purchasable", when used to describe Stock, shall refer to Stock
that may be purchased by an Optionee under the terms of this Plan on or after a
certain date specified in the applicable Stock Option Agreement.

         (u) "Stock" shall mean the $.01 par value common stock of the Company
or, in the event that the outstanding shares of such stock are hereafter changed
into or exchanged for shares of a different class of stock or securities of the
Company or some other corporation, such other stock or securities.

         (v) "Stock Option Agreement" shall mean an agreement between the
Company and an Optionee setting forth the terms of an Option.

         (w) "Subsidiary" shall mean any corporation (other than the corporation
with respect to which the determination is being made) in an unbroken chain of
corporations beginning with the corporation with respect to which the
determination is being made if, at the time of the grant (or modification) of
the Option, each of the corporations other than the last corporation in the
unbroken chain owns stock possessing 50% or more of the total combined voting
power of all classes of stock in one of the other corporations in such chain.









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                                   ARTICLE II
                                    THE PLAN

         2.1 Name. This plan shall be known as "The Mentus Group, Inc. 1994
Stock Option Plan".

         2.2 Purpose. The purpose of the Plan is to advance the interests of the
Company, its shareholders, and any Subsidiary of the Company, by offering
certain Employees, Directors and Consultants an opportunity to acquire or
increase their proprietary interests in the Company by granting such persons
Options to purchase Stock. The Options will promote the growth and profitability
of the Company, and any Subsidiary of the Company, because Optionees will be
provided with an additional incentive to achieve the Company's objectives
through participation in its success and growth.

         2.3 Effective Date. The Plan shall become effective on December 15,
1994.

         2.4 Termination Date. No further Options shall be granted hereunder or
after December 31, 1999, but all Options granted prior to that time shall remain
in effect in accordance with their terms; provided, however, that the Plan shall
terminate, and all options therefore granted shall become void and may not be
exercised, after January 1, 2005.


                                   ARTICLE III
                                   ELIGIBILITY

         The persons eligible to participate in this Plan shall consist only of
Employees, Directors and Consultants whose participation the Committee
determines is in the best interests of the Company.


                                   ARTICLE IV
                                 ADMINISTRATION

         4.1 Duties and Powers of the Committee. The Plan shall be administered
by the Committee. The Committee shall select one of its members as its Chairman
and shall hold its meetings at such time and places as it may determine. The
Committee shall keep minutes of its meetings and shall make such rules and
regulations for the conduct of its business as it may deem necessary. The
Committee shall have the power to act by unanimous written consent in lieu of a
meeting, and shall have the right to meet telephonically. In administering the
Plan, the Committee shall have the discretion and authority to determine those
individuals to whom Options will be granted, the number of shares of Stock
subject to each Option, the minimum number of shares of Stock purchasable on any
exercise such other matters as are specified herein,





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and any other terms and conditions of a Stock Option Agreement. To the extent
not inconsistent with the provisions of the Plan, the Committee shall have the
authority to amend or modify an outstanding Stock Option Agreement, or waive any
provision thereof, provided that the Optionee consents to such action.

         4.2 Interpretation Rules. Subject to the express provisions of the
Plan, the Committee also shall have complete authority to interpret the Plan, to
prescribe, amend and rescind rules and regulations relating to it, to determine
the details and provisions of each Stock Option Agreement, and to make all other
determinations necessary or advisable in the administration of the Plan,
including, without limitation, the amending or altering of any Options granted
hereunder as may be required to comply with or to conform to any federal, state
or local laws or regulations.

         4.3 No Liability. Neither any member of the Board nor any member of the
Committee shall be liable to any person for any act or determination made in
good faith with respect to the Plan or any Option granted hereunder.

         4.4 Majority Rule. A majority of the members of the Committee shall
constitute a quorum, and any action taken by a majority at a meeting at which a
quorum is present, or any action taken without a meeting evidenced by a writing
executed by all the members of the Committee, shall constitute the action of the
Committee.

         4.5 Company Assistance. The Company shall supply full and timely
information to the Committee on all matters relating to eligible persons, their
employment, death, retirement, disability or other termination of employment,
and such other pertinent facts as the Committee may require. The Company shall
furnish the Committee with such clerical and other assistance as is necessary in
the performance of its duties.


                                    ARTICLE V
                         SHARES OF STOCK SUBJECT TO PLAN

         5.1 Limitations. Subject to any antidilution adjustment pursuant to the
provisions of Section 5.2 hereof, the maximum number of shares of Stock that may
be issued and sold hereunder shall be Eight Thousand (8,000). Shares subject to
an Option may be either authorized and unissued shares or shares issued and
later acquired by the Company; provided, however, that shares of Stock with
respect to which an Option has been exercised shall not again be available for
issuance hereunder. The shares covered by any unexercised portion of an Option
that has terminated for any reason, as well as that number of shares issued
pursuant to Option exercises that is equal to the number of shares of Common
Stock surrendered or withheld, in payment of (i) the Option Price of such
Options or (ii) taxes related to such exercises, may again be optioned under
this Plan, and such shares shall not be considered as having been optioned under
this Plan, and such shares shall not be considered as having been optioned or
issued in computing the





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number of shares of Stock remaining available for option hereunder.

         In the event of the issuance of Options in respect of options to
acquire stock of any entity acquired, by merger or otherwise, by the Company (or
any Subsidiary of the Company), to the extent that such issuance shall not be
inconsistent with the terms, limitations and conditions of Code Section 422A,
the aggregate number of shares of Stock for which Options may be granted
hereunder shall automatically be increased by the number of shares subject to
the Options so issued; provided, however, that the aggregate number of shares of
Stock for which Options may be granted hereunder shall automatically be
decreased by the number of shares covered by any unexercised portion of an
Option so issued that has terminated for any reason and the shares subject to
any such unexercised portion may not be optioned to other Employees.

         5.2 Antidilution.

                  (a) In the event that the outstanding shares of Stock are
changed into or exchanged for a different number of kind of shares or other
securities of the Company by reason of merger, consolidation, reorganization,
recapitalization, reclassification, combination or exchange of shares, stock
split or stock dividend, or in the event that any spin-off, spin-out or other
distribution of assets materially affects the price of the Company's stock:

                           (i)      The aggregate number and kind of shares of
                                    Stock for which Options may be granted
                                    hereunder shall be adjusted proportionately
                                    by the Committee; and

                           (ii)     The rights of Optionees (concerning the
                                    number of shares subject to Options and the
                                    Option Price and the minimum number of
                                    shares of Stock exercisable) under
                                    outstanding Options shall be adjusted
                                    proportionately by the Committee.

                  (b) If the Company shall be a party to any reorganization in
which it does not survive, involving merger, consolidation, or acquisition of
the stock or substantially all the assets of the Company, the Committee, in its
discretion, shall:

                           (i)      declare that all Options granted under the
                                    Plan shall become exercisable immediately
                                    notwithstanding the provisions of the
                                    respective Stock Option Agreements regarding
                                    exercisability, and that all such Options
                                    shall terminate 30 days after the Committee
                                    gives written notices of the immediate right
                                    to exercise all such Options and of the
                                    decision to terminate all Options not
                                    exercised within such 30-day period; or

                           (ii)     notify all Optionees that all Options
                                    granted under the Plan shall be assumed by
                                    the successor corporation or substituted
                                    with options





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                                    issued by such successor corporation.

                  (c) If the Company is to be liquidated or dissolved in
connection with a reorganization described in paragraph 5.2(b), the provisions
of such paragraph shall apply. In all other instances, the adoptions of a plan
of dissolution or liquidation of the Company shall cause every Option
outstanding under the Plan to terminate to the extent not exercised prior to the
adoption of the plan of dissolution or liquidation by the shareholders, provided
that the Committee in its discretion may declare all Options granted under the
Plan to be exercised at any time on or before the fifth business day following
such adoption notwithstanding the provisions of the respective Stock Option
Agreement regarding exercisability. The Committee's actions under this provision
and the Optionee's exercise of Options under this provision shall be subject,
however, to the limitations set forth in Article VI hereof.

                  (d) The adjustments described in paragraphs (a) through (c) of
this Section 5.2, and the manner of their application, shall be determined
solely by the Committee, and any such adjustment may provide for the elimination
of fractional share interests. The adjustments required under this Article V
shall apply to any successors of the Company and shall be made regardless of the
number or type of successive events requiring such adjustments.


                                   ARTICLE VI
                                     OPTIONS

         6.1 Types of Options Granted. Within the limitations provided herein,
Options may be granted to one Employee, Director or Consultant at one or several
times or to different Employees, Directors or Consultants at the same time or at
several times or to different Employees at same time or at different times, in
either case under different terms and conditions, as long as the terms and
conditions of each Option are consistent with the provisions of the Plan.
Without limitation of the foregoing, Options may be granted subject to
conditions based on the financial performance of the Company or any other factor
the Committee deems relevant.

         6.2 Option Grant and Agreement. Each Option granted or modified
hereunder shall be evidenced (a) by either minutes of a meeting or a written
consent of the Committee, and (b) by a written Stock Option Agreement executed
by the Company and the Optionee. The terms of the Option, including the Option's
duration, time or times of exercise, exercise price , whether the Option is
intended to be an ISO or a NISO, shall be stated in Stock Option Agreement.
Separate Stock Option Agreements shall be used for Options intended to be ISO's
and those not so intended.

         6.3 ISO Limitations. The Committee shall not grant an ISO to any person
who, at the time the ISO would be granted:

                  (a) is not an Employee; or




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                  (b) owns or is considered to own stock possessing more than
10% of the total combined voting power of all classes of stock of the Employer,
or any Parent or Subsidiary of the Employer; provided, however, that this
limitation shall not apply if at the time an ISO is granted the Option Price is
at least 110% of the Fair Market Value of the Stock subject to such Option and
such Option by its terms would not be exercisable after the expiration of five
years from the date on which the Option is granted. For the purpose of this
paragraph (b), a person shall be considered to own (i) the stock owned, directly
or indirectly, by or for his brothers and sisters (whether by the whole or half
blood), spouse, ancestors and lineal descendants, (ii) the stock owned, directly
or indirectly, by or for a corporation, partnership, estate, or trust in
proportion to such person's stock interest, partnership interest or beneficial
interest therein, and (iii) the stock which such person may purchase under any
outstanding options of the Employer or of any Parent or Subsidiary of the
Employer.

         6.4 $100,000 Limitation. Except as provided below, the Committee shall
not grant an ISO to, or modify the exercise provisions of outstanding ISO's held
by, any person who, at the time the ISO is granted (or modified), would thereby
receive or hold any incentive stock options (as described in Code section 422A)
of the Employer and any Parent or Subsidiary of the Employer, such that the
aggregate Fair Market Value (determined as of the respective dates of grant or
modification of each option) of the stock with respect to which such incentive
stock options are exercisable for the first time during any calendar year is in
excess of $100,000; provided, that the foregoing restriction on modification of
outstanding ISO's shall not preclude the Committee from modifying an outstanding
ISO if, as a result of such modification and with the consent of the Optionee,
such Option no longer constitutes and ISO; and provided that, if the $100,000
limitation described in this Section 6.4 is exceeded, an Option that otherwise
qualifies as an ISO shall be treated as an ISO up to the limitation and the
excess shall be treated as an Option not qualifying as an ISO. The preceding
sentence shall be applied by taking options intended to be ISO's into account in
the order in which they were granted.

         6.5 Option Price. The Option Price under each Option shall be
determined by the Committee.

         6.6 Exercise Period. The period for the exercise of each Option granted
hereunder shall be determined by the Committee, but the Stock Option Agreement
with respect to each Option intended to be an ISO shall provide that such Option
shall not be exercisable after the expiration of ten years from the date of
grant (or modification) of the Option. In addition, no Option granted to an
Employee who is also an Officer or Director shall be exercisable prior to the
expiration of six months from the date such Option is granted, other than in the
case of the death or disability of such Employee.

         6.7 Option Exercise.

                  (a) Unless otherwise provided in the Stock Option Agreement,
an Option may be






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exercised at any time or from time to time during the term of the Option as to
any or all whole shares that have become Purchasable under the Provisions of the
Option but not at any time as to less than ten (10) shares unless the remaining
shares that have become so Purchasable are less than ten (10) shares. The
Committee shall have the authority to prescribe in any Stock Option Agreement
that the Option may be exercised only in accordance with a vesting schedule
during the term of the Option.

                  (b) An Option shall be exercised by (i) delivery to the
Treasurer of the Company at its principal office of written notice of exercise
with respect to a specified number of shares of Stock, and (ii) payment to the
Company at that office of the full amount of the Option Price for such number of
shares.

                  (c) The Option Price shall be paid in full upon the exercise
of the Option; provided, however, that the Committee may provide in a Stock
Option Agreement that, in lieu of cash, all or any portion of the Option Price
may be paid by tendering to the Company shares of Stock duly endorsed for
transfer and owned by the Optionee, to be credited against the Option Price at
the Fair Market Value of such shares on the date of exercise (however, no
fractional shares may be so transferred, and the Company shall not be obligated
to make any cash payments in consideration of any excess of the aggregate Fair
Market Value of shares transferred over the aggregate option price).

                  (d) In addition to and at the time of payment of the Option
Price, the Optionee shall pay to the Company in cash the full amount of any
federal, state and local income, employment or other taxes required to be
withhold from the income of such Optionee as a result of such exercise;
provided, however, that in the discretion of the Committee any Stock Option
Agreement may provide that all or any portion of such tax obligations, together
with additional taxes not exceeding the actual additional taxes to be owed by
the Optionee, be paid by tendering to the Company whole shares of Stock duly
endorsed for transfer and owned by the Optionee, or by authorization to the
Company to withhold shares of Stock otherwise issuable upon exercise of the
Option, in either case in that number of shares having a Fair Market Value on
the date of exercise equal to the amount of such taxes thereby being paid, and
subject to such restrictions as to the approval and timing of any such election
as the Committee may from time to time determine to be necessary or appropriate
to satisfy the conditions of the exemption set forth in Rule 16b-3 under the
1934 Act.

                  (e) The holder of an Option shall not have any of the rights
of a stockholder with respect to the shares of Stock subject to the Option until
such shares have been issued and transferred to him upon the exercise of the
Option.

         6.8 Nontransferability of Option. No Option or any rights therein shall
be transferable by an Optionee otherwise than by will or the laws of descent and
distribution. During the lifetime of an Optionee, an Option granted to that
Optionee shall be exercisable only by such Optionee (or by such Optionee's
guardian or other legal representative, should one be





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appointed).

         6.9 Termination of Employment. The Committee shall have the power to
specify, with respect to the Options granted to any particular Optionee, the
effect upon such Optionee's right to exercise an Option and any shares purchased
under an Option as of the termination of such Optionee's employment, service or
other relationship with the Company under various circumstances, which effect
may include immediate or deferred termination of such Optionee's rights under an
Option, acceleration of the date at which an Option may be exercised in full, or
an option in favor of the Company to re-acquire shares acquired pursuant to the
exercise of an Option.

         6.10 Employment Rights. Options granted under the Plan shall not be
affected by any change of employment or other relationship with the Company so
long as the Optionee continues to be an Employee, Director or Consultant.
Nothing in the Plan or any Stock Option Agreement shall confer on any person any
right to continue in the employ of the Company or any Subsidiary of the Company,
or shall interfere in any way with the right of the Company or any such
Subsidiary to terminate such person's employment at any time.

         6.11 Certain Successor Options. To the extent not inconsistent with the
terms, limitations and conditions of Code section 422A, and any regulations
promulgated with respect thereto, an Option issued in respect of an option held
by an employee to acquire stock of any entity acquired, by merger or otherwise,
by the Company (or any Subsidiary of the Company) may contain terms that differ
from those stated in this Article VI, but solely to the extent necessary to
preserve for any such employee the rights and benefits contained in such
predecessor option, or to satisfy the requirements of Code section 425(a).

         6.12 Condition on Transfers. The Committee shall have the power to
specify in any Stock Option Agreement certain conditions to transfer of shares
of Stock purchased under an Option, including without limitation a right of
first refusal in favor of the Corporation to purchase such shares under certain
circumstances.


                                   ARTICLE VII
                           CONDITIONS TO ISSUING STOCK

         If at any time the Committee or the Board of Directors shall determine
in its discretion that the listing, registration or qualification of the Option
Shares upon any national securities exchange or under any state or federal law,
or the consent or approval of any governmental regulatory body, is necessary or
desirable as a condition of, or in connection with, the sale or purchase of
shares subject to the Plan, the Company shall not be required to issue or
deliver any Stock purchased upon the full or partial exercise of any Option
granted hereunder prior to fulfillment of all of the following conditions,
together with such other conditions as the Committee or the Board shall deem
advisable:






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                  (a) The admission of such shares to listing on all stock
exchanges on which the Stock is then listed;

                  (b) The completion of any registration or other qualification
of such shares that the Company shall determine to be necessary or advisable
under any federal or state law or under the rulings of the Securities and
Exchange Commission or any other governmental regulatory body, or the Company's
determination that an exemption is available from such registration or
qualification;

                  (c) The obtaining of any approval or other clearance from any
federal or state governmental agency that the Company shall determine to be
necessary or advisable; and

                  (d) The lapse of such reasonable period of time following
exercise as shall be appropriate for reasons of administrative convenience.

         Unless the shares of Stock covered by the Plan shall be the subject of
an effective registration statement under the Securities Act of 1933, as
amended, stock certificates issued and delivered to Optionees shall bear such
restrictive legends, and their issuance subject to such conditions and covenants
of an Optionee, as the Company shall deem necessary or advisable pursuant to
applicable federal and state securities laws.


                                  ARTICLE VIII
                 TERMINATION, AMENDMENT AND MODIFICATION OF PLAN

         The Board may at any time, (i) cause the Committee to cease granting
Options, (ii) terminate the Plan, or (iii) in any respect amend or modify the
Plan.

         No termination, amendment or modification of the Plan shall affect
materially and adversely the rights of an Optionee under any outstanding Option
without the consent of the Optionee or his legal representative.


                                   ARTICLE IX
                                  MISCELLANEOUS

                  9.1 Replacement Option Grants. At the sole discretion of the
Committee, an Optionee may be given an election to surrender an Option in
exchange for a new Option.

                  9.2 Forfeiture for Competition. If an Optionee provides
services to a competitor of the Company or any of its Subsidiaries, whether as
an employee, officer, director, independent contractor, consultant, agent or
otherwise, such services being of a nature that can








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reasonably be expected to involve the skills and experience used or developed by
the Optionee while an Employee, Director or Consultant, then that Optionee's
rights under any Options outstanding hereunder shall be immediately forfeited
and terminated, subject to a determination to the contrary by the Committee.

                  9.3 Plan Binding on Successors. The Plan shall be binding upon
the successors of the Company.

                  9.4 Gender. Whenever used herein, the masculine pronoun shall
include the feminine gender.

                  9.5 Headings No Part of Plan. Headings of Articles and
Sections hereof are inserted for convenience and reference, and do not
constitute a part of the Plan.




































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