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Exhibit 10.28

                                OPTION AGREEMENT

     THIS OPTION AGREEMENT (this "Agreement") is made as of the 14th day of June
1996, by and between VIDEOLAN TECHNOLOGIES, INC., a Delaware corporation (the
"Company") and JACQUES O. DE LABRY (the "Optionee").

     WHEREAS, pursuant to that certain Consulting Agreement dated June 1, 1996
between the Company and Optionee (the "Consulting Agreement"), Optionee was
granted options (the "Options") to purchase up to 30,000 shares of the Company's
common stock (the "Shares");

     WHEREAS, Optionee and the Company desire to set forth the terms and
conditions of the Options;

     NOW, THEREFORE, in consideration of the promises and other good and
valuable consideration, the receipt, mutuality and sufficiency of which is
acknowledged, the parties hereto agree as follows:

     1. Option. On the terms and subject to the conditions of this Agreement,
Optionee shall have the right to purchase up to 30,000 Shares, subject to
adjustment in accordance with Section 6 of this Agreement and subject to the
exercise requirements set forth in Section 4(a) and (b) of this Agreement.

     2. Option Exercise Price. The exercise price of the Option (the "Exercise
Price") shall be $__________ per Share, subject to adjustment in accordance with
Section 6 of this Agreement.

     3. Duration of Option. The Option shall expire five years from the date
hereof.

     4. Exercise of Option.

          (a) Options with respect to 10,000 shares (the "Initial Options")
shall vest and be exercisable on June 1, 1997; provided, however, if the
Consulting Agreement is terminated pursuant to Section 7(d) thereof prior to
November 30, 1996, the Initial Options shall vest on the date of such
termination and shall be exercisable on June 1, 1997;

          (b) Options with respect to an additional 10,000 shares shall vest and
be exercisable on June 1, 1998;

          (c) Options with respect to the remaining 10,000 shares shall vest and
be exercisable on June 1, 1999;

          (d) Upon termination of the Consulting Agreement for any reason, all
unvested Options shall be cancelled effective upon the date of such termination
and all vested Options shall terminate thirty (30) days after the date of such
termination;
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          (e) This Option may be exercised by delivery of written notice to the

Company at its executive offices, addressed to the attention of the Chief
Financial Officer. Such notice: (i) shall be accompanied by all necessary
corporate authorization and signed by the president of Optionee or its legal
representatives; (ii) shall specify the number of full Shares then elected to be
purchased with respect to the Option; and (iii) shall be accompanied by payment
in full of the Exercise Price of the Shares to be purchased.

          (f) The Exercise Price upon exercise of this Option shall be payable
to the Company in cash or its equivalent.

          (g) As promptly as practicable after the receipt of notice and payment
upon exercise, the Company shall cause to be delivered to Optionee certificates
for the Shares so purchased. If the Option shall have been exercised in full,
this Agreement shall be returned to the Company and canceled.

     5. Registration of Shares. The Company shall register the Shares under the
Securities Act of 1933, as amended, on or prior to June 30, 1997.

     6. Adjustments in Authorized Shares and the Option. (a) In the event of a
merger, reorganization, consolidation, recapitalization, reclassification,
split-up, spin-off, separation, liquidation, share dividend, share split,
reverse share split, share combination, share exchange or other change in the
capital structure of the Company affecting the Shares, the Board of Directors of
the Company may substitute or adjust the total number and class of Shares or
other securities that may be issued hereunder, and the Exercise Price, as it
determines to be appropriate and equitable to prevent dilution or enlargement of
the rights of Optionee and to preserve, without diluting or exceeding, the value
of the Option.

          (b) Upon (i) the merger or consolidation of the Company with or into
another corporation, if the agreement of merger or consolidation does not
provide for (x) the continuation of the Option or (y) the substitution of a new
option for the Option or for the assumption of the Option by the surviving
corporation, or (ii) the dissolution, liquidation or sale of substantially all
the assets of the corporation, Optionee shall have the right immediately prior
to the effective date of such merger, consolidation, dissolution, liquidation or
sale of assets to exercise the Option without regard to the restriction, on
exercise set forth in Section 4. The Company, to the extent practicable, shall
give advance notice to Optionee of such merger, consolidation, dissolution,
liquidation or sale of assets. To the extent the Option is not so exercised, it
shall be forfeited as of the effectiveness of such merger, consolidation,
dissolution, liquidation or sale of assets.

     7. Miscellaneous.

          (a) Tax Withholding. The parties acknowledge and agree that any and
all compensation received by Optionee pursuant to any exercise of the Option
will be self-employment


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income, and that Optionee shall bear the sole responsibility with respect to

withholding and estimated tax payments on such compensation.

          (b) Amendment. This Agreement may not be changed or terminated except
by written instrument signed by the parties.

          (c) Successors; Binding Agreement. The Company agrees that:

               (i) The Company will require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company, by agreement in
form and substance satisfactory to Optionee, to expressly assume and agree to
perform this Agreement in the same manner and to the same extent that the
Company would be required to perform if no succession had taken place; and

               (ii) This Agreement and all rights of Optionee hereunder shall
inure to the benefit of and be enforceable by Optionee or its successors or
assignees.

          (d) Severability. In the event any provision of this Agreement shall
be held illegal or invalid for any reason, the illegality or invalidity shall
not affect the remaining parts of this Agreement, and this Agreement shall be
construed and enforced as if the illegal or invalid provision had not been
included.

          (e) Entire Agreement. This Agreement and the Consulting Agreement
constitute the entire agreement between the parties with respect to the subject
matter hereof and thereof and supersede all prior agreements, arrangements or
understandings with respect to its subject matter.

          (f) Governing Law. This Agreement, and the application or
interpretation thereof, shall be governed by the laws of the Commonwealth of
Kentucky.

     IN WITNESS WHEREOF, the parties have signed this Agreement as of the date
first above written.

                                    VIDEOLAN TECHNOLOGIES, INC.
                                    (the "Company")

                                    By:_____________________________________

                                    Title:__________________________________

                                    By:_____________________________________


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                                         JACQUES O. DE LABRY
                                         ("Optionee")


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