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Exhibit 4.5    
  


 
 

IMPULSE BUY NETWORK, INC.    
    
    1997 STOCK PLAN    
  


(as amended July, 1998)  



        1.    Purposes of the Plan.    The purposes of this Stock Plan are to attract and retain the best available personnel
for positions of substantial responsibility, to provide additional incentive to Employees and Consultants of the Company and its Subsidiaries and to promote the success of the Company's business.
Options granted under the Plan may be incentive stock options (as defined under Section 422 of the Code) or nonstatutory stock options, as determined by the Administrator at the time of grant
of an option and subject to the applicable provisions of Section 422 of the Code, as amended, and the regulations promulgated thereunder. Stock purchase rights may also be granted under the
Plan. 


        2.    Definitions.    As used herein, the following definitions shall apply: 



        (a)  "Administrator" means the Board or any of its Committees appointed pursuant to Section 4 of the Plan. 


        (b)  "Board" means the Board of Directors of the Company. 


        (c)  "Code" means the Internal Revenue Code of 1986, as amended. 



        (d)  "Committee" means a Committee appointed by the Board of Directors in accordance with Section 4 of the Plan. 


        (e)  "Common Stock" means the Common Stock of the Company. 


        (f)    "Company" means Impulse Buy Network, Inc., a California corporation. 


        (g)  "Consultant" means any person who is engaged by the Company or any Parent or Subsidiary to render consulting or advisory
services and is compensated for such services, and any director of the Company whether compensated for such services or not. If and in the event the Company registers any class of any equity security
pursuant to the Exchange Act, the term Consultant shall thereafter not include directors who are not compensated for their services or are paid only a director's fee by the Company. 


        (h)  "Continuous Status as an Employee or Consultant" means that the employment or consulting relationship with the Company,
any Parent, or Subsidiary, is not interrupted or terminated. Continuous Status as an Employee or Consultant shall not be considered interrupted in the case of (i) any leave of absence approved
by the Company or (ii) transfers between locations of the Company or between the Company, its Parent, any Subsidiary, or any successor. A leave of absence approved by the Company shall include
sick leave, military leave, or any other personal leave approved by an authorized representative of the Company. For purposes of Incentive Stock Options, no such leave may exceed 90 days,
unless reemployment upon expiration of such leave is guaranteed by statute or contract, including Company policies. If reemployment upon expiration of a leave of absence approved by the Company is not
so guaranteed, on the 91st day of such leave any Incentive Stock Option held by the Optionee shall cease to be treated as an Incentive Stock Option and shall be treated for tax purposes as a
Nonstatutory Stock Option. 


        (i)    "Employee" means any person, including Officers and directors, employed by the Company or any Parent or Subsidiary of the
Company. The payment of a director's fee by the Company shall not be sufficient to constitute "employment" by the Company. 


        (j)    "Exchange Act" means the Securities Exchange Act of 1934, as amended. 






 




        (k)  "Fair Market Value" means, as of any date, the value of Common Stock determined as follows: 



          (i)  If
the Common Stock is listed on any established stock exchange or a national market system, including without limitation the Nasdaq National Market of the National
Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ") System, its Fair Market Value shall be the closing sales price for such stock (or the closing bid, if no sales were
reported) as quoted on such exchange or system for the last market trading day prior to the time of determination, as reported in The Wall Street Journal or such other source as the Administrator
deems reliable; 


        (ii)  If
the Common Stock is quoted on the NASDAQ System (but not on the Nasdaq National Market thereof) or regularly quoted by a recognized securities dealer but selling
prices are not reported, its Fair Market Value shall be the mean between the high bid and low asked prices for the Common Stock on the last market trading day prior to the day of determination, or; 


        (iii)  In
the absence of an established market for the Common Stock, the Fair Market Value thereof shall be determined in good faith by the Administrator. 




        (l)    "Incentive Stock Option" means an Option intended to qualify as an incentive stock option within the meaning of
Section 422 of the Code. 


        (m)  "Nonstatutory Stock Option" means an Option not intended to qualify as an Incentive Stock Option. 


        (n)  "Officer" means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act and
the rules and regulations promulgated thereunder. 


        (o)  "Option" means a stock option granted pursuant to the Plan. 


        (p)  "Optioned Stock" means the Common Stock subject to an Option or a Stock Purchase Right. 


        (q)  "Optionee" means an Employee or Consultant who receives an Option or a Stock Purchase Right. 



        (r)  "Parent" means a "parent corporation", whether now or hereafter existing, as defined in Section 424(e) of the
Code. 


        (s)  "Plan" means this 1997 Stock Option Plan. 


        (t)    "Restricted Stock" means shares of Common Stock acquired pursuant to a grant of a Stock Purchase Right under
Section 11 below. 


        (u)  "Share" means a share of the Common Stock, as adjusted in accordance with Section 12 below. 


        (v)  "Stock Purchase Right" means the right to purchase Common Stock pursuant to Section 11 below. 


        (w)  "Subsidiary" means a "subsidiary corporation", whether now or hereafter existing, as defined in Section 424(f) of
the Code. 




        3.    Stock Subject to the Plan.    Subject to the provisions of Section 11 of the Plan, the maximum aggregate
number of Shares which may be optioned and sold under the Plan is 1,066,987 Shares. The Shares may be authorized, but unissued, or reacquired Common Stock. 


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        If
an Option or Stock Purchase Right expires or becomes unexercisable without having been exercised in full, or is surrendered pursuant to an Option Exchange Program, the unpurchased
Shares which were subject thereto shall become available for future grant or sale under the Plan (unless the Plan has terminated); provided, however,
that Shares that have actually been issued under the Plan shall not be returned to the Plan and shall not become available for future distribution under the Plan, except that if unvested Shares are
repurchased by the Company at their original purchase price, and the original purchaser of such Shares did not receive any benefits of ownership of such Shares, such Shares shall
become available for future grant under the Plan. For purposes of the preceding sentence, voting rights shall not be considered a benefit of Share ownership. 



        4.    Administration of the Plan.    



        (a)    Initial Plan Procedure.    Prior to the date, if any, upon which the Company becomes subject to the Exchange
Act, the Plan shall be administered by the Board or a committee appointed by the Board. 


        (b)    Plan Procedure after the Date, if any, upon Which the Company becomes Subject to the Exchange Act.    



        (i)    Administration with Respect to Directors and Officers.    With respect to grants of Options or Stock Purchase
Rights to Employees who are also Officers or directors of the Company, the Plan shall be administered by (A) the Board if the Board may administer the Plan in compliance with
Rule 16b-3 promulgated under the Exchange Act or any successor thereto ("Rule 16b-3") with respect to a plan intended to qualify thereunder as a discretionary
plan, or (B) a Committee designated by the Board to administer the Plan, which Committee shall be constituted in such a manner as to permit the Plan to comply with Rule 16b-3
with respect to a plan intended to qualify thereunder as a discretionary plan. Once appointed, such Committee shall continue to serve in its designated capacity until otherwise directed by the Board.
From time to time the Board may increase the size of the Committee and appoint additional members thereof, remove members (with or without cause) and appoint new members in substitution therefor, fill
vacancies, however caused, and remove all members of the Committee and thereafter directly administer the Plan, all to the extent permitted by Rule 16b-3 with respect to a plan
intended to qualify thereunder as a discretionary plan. 


        (ii)    Multiple Administrative Bodies.    If permitted by Rule 16b-3, the Plan may be administered
by different bodies with respect to directors, non- director Officers and Employees who are neither directors nor Officers. 



        (iii)    Administration With Respect to Consultants and Other Employees.    With respect to grants of Options or Stock
Purchase Rights to Employees or Consultants who are neither directors nor Officers of the Company, the Plan shall be administered by (A) the Board or (B) a committee designated by the
Board, which committee shall be constituted in such a manner as to satisfy the legal requirements relating to the administration of incentive stock option plans, if any, of California corporate and
securities laws, of the Code, and of any applicable stock exchange (the "Applicable Laws"). Once appointed, such Committee shall continue to serve in its designated capacity until otherwise directed
by the Board. From time to time the Board may increase the size of the Committee and appoint additional members thereof, remove members (with or without cause) and appoint new members in substitution
therefor, fill vacancies, however caused, and remove all members of the Committee and thereafter directly administer the Plan, all to the extent permitted by the Applicable Laws. 




        (c)    Powers of the Administrator.    Subject to the provisions of the Plan and, in the case of a Committee, the
specific duties delegated by the Board to such Committee, and subject to the approval of any relevant authorities, including the approval, if required, of any stock exchange 



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upon which the Common Stock is listed, the Administrator shall have the authority, in its discretion: 



          (i)  to
determine the Fair Market Value of the Common Stock, in accordance with Section 2(k) of the Plan; 


        (ii)  to
select the Consultants and Employees to whom Options and Stock Purchase Rights may from time to time be granted hereunder; 



        (iii)  to
determine whether and to what extent Options and Stock Purchase Rights or any combination thereof are granted hereunder; 


        (iv)  to
determine the number of shares of Common Stock to be covered by each such award granted hereunder; 


        (v)  to
approve forms of agreement for use under the Plan; 


        (vi)  to
determine the terms and conditions of any award granted hereunder; 


      (vii)  to
determine whether and under what circumstances an Option may be settled in cash under subsection 9(f) instead of Common Stock; 



      (viii)  to
reduce the exercise price of any Option to the then current Fair Market Value if the Fair Market Value of the Common Stock covered by such Option has declined
since the date the Option was granted; 


        (ix)  to
determin the terms and restrictions applicable to Stock Purchase Rights and the Restricted Stock purchased by exercising such Stock Purchase Rights; and 


        (x)  to
construe and interpret the terms of the Plan and awards granted pursuant to the Plan. 




        (d)    Effect of Administrator's Decision.    All decisions, determinations and interpretations of the Administrator
shall be final and binding on all Optionees and any other holders of any Options or Stock Purchase Rights. 




        5.    Eligibility.    



        (a)  Nonstatutory
Stock Options and Stock Purchase Rights may be granted to Employees and Consultants. Incentive Stock Options may be granted only to Employees. An Employee
or Consultant who has been granted an Option or Stock Purchase Right may, if otherwise eligible, be granted additional Options or Stock Purchase Rights. 


        (b)  Each
Option shall be designated in the written option agreement as either an Incentive Stock Option or a Nonstatutory Stock Option. However, notwithstanding such
designations, to the extent that the aggregate Fair Market Value: 



          (i)  of
Shares subject to an Optionee's Incentive Stock Options granted by the Company, any Parent or Subsidiary, which 



        (ii)  become
exercisable for the first time during any calendar year (under all plans of the Company or any Parent or Subsidiary) exceeds $100,000, such excess Options shall
be treated as Nonstatutory Stock Options. For purposes of this Section 5(b), Incentive Stock Options shall be taken into account in the order in which they were granted, and the Fair Market
Value of the Shares shall be determined as of the time the Option with respect to such Shares is granted. 




        (c)  The
Plan shall not confer upon any Optionee any right with respect to continuation of employment or consulting relationship with the Company, nor shall it interfere in
any way with his 



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or her right or the Company's right to terminate his or her employment or consulting relationship at any time, with or without cause. 


        (d)  Upon
the Company or a successor corporation issuing any class of common equity securities required to be registered under Section 12 of the Exchange Act or upon
the Plan being assumed by a corporation having a class of common equity securities required to be registered under Section 12 of the
Exchange Act, the following limitations shall apply to grants of Options and Stock Purchase Rights to Employees: 



          (i)  No
Employee shall be granted, in any fiscal year of the Company, Options and Stock Purchase Rights to purchase more than 500,000 Shares. 


        (ii)  The
foregoing limitations shall be adjusted proportionately in connection with any change in the Company's capitalization as described in Section 12. 


        (iii)  If
an Option or Stock Purchase Right is canceled in the same fiscal year of the Company in which it was granted (other than in connection with a transaction described
in Section 12), the canceled Option will be counted against the limit set forth in Section 11. For this purpose, if the exercise price of an Option is reduced, the transaction will be
treated as a cancellation of the Option and the grant of a new Option. 





        6.    Term of Plan.    The Plan shall become effective upon the earlier to occur of its adoption by the Board of
Directors or its approval by the shareholders of the Company, as described in Section 18 of the Plan. It shall continue in effect for a term of ten (10) years unless sooner terminated
under Section 14 of the Plan. 


        7.    Term of Option.    The term of each Option shall be the term stated in the Option Agreement; provided, however,
that the term shall be no more than ten (10) years from the date of grant thereof. However, in the case of an Incentive Stock Option granted to an Optionee who, at the time the Option is
granted, owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary, the term of the Option shall be five
(5) years from the date of grant thereof or such shorter term as may be provided in the Option Agreement. 


        8.    Option Exercise Price and Consideration.    



        (a)  The
per share exercise price for the Shares to be issued pursuant to exercise of an Option shall be such price as is determined by the Board, but shall be subject to the
following: 



          (i)  In
the case of an Incentive Stock Option 



        (A)  granted
to an Employee who, at the time of the grant of such Incentive Stock Option, owns stock representing more than ten percent (10%) of the voting power of all
classes of stock of the Company
or any Parent or Subsidiary, the per Share exercise price shall be no less than 110% of the Fair Market Value per Share on the date of grant. 


        (B)  granted
to any Employee other than an Employee described in the preceding paragraph, the per Share exercise price shall be no less than 100% of the Fair Market Value per
Share on the date of grant. 




        (ii)  In
the case of a Nonstatutory Stock Option 



        (A)  granted
to a person who, at the time of the grant of such Option, owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the
Company or any Parent or Subsidiary, the per Share exercise price shall be no less than 110% of the Fair Market Value per Share on the date of the grant. 


        (B)  granted
to any person, the per Share exercise price shall be no less than 85% of the Fair Market Value per Share on the date of grant. 





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        (b)  The
consideration to be paid for the Shares to be issued upon exercise of an Option, including the method of payment, shall be determined by the Administrator (and, in
the case of an Incentive Stock Option, shall be determined at the time of grant) and may consist entirely of (1) cash, (2) check, (3) promissory note, (4) other Shares
which (x) in the case of Shares acquired upon exercise of an Option have been owned by the Optionee for more than six months on the date of surrender and (y) have a Fair Market Value on
the date of surrender equal to the aggregate exercise price of the Shares as to which said Option shall be exercised, (5) delivery of a properly executed exercise notice together with such
other documentation as the Administrator and the broker, if applicable, shall require to effect an exercise of the Option and delivery to the Company of the sale or loan proceeds required to pay the
exercise price, or (6) any combination of the foregoing methods of payment. In making its determination as to the type of consideration to accept, the Board shall consider if acceptance of such
consideration may be reasonably expected to benefit the Company. 




        9.    Exercise of Option.    



        (a)    Procedure for Exercise; Rights as a Shareholder.    Any Option granted hereunder shall be exercisable at such
times and under such conditions as determined by the Board, including performance criteria with respect to the Company and/or the Optionee, and as shall be permissible under the terms of the Plan,
but in no case at a rate of less than 20% per year over five (5) years from the date the Option is granted. 


        An
Option may not be exercised for a fraction of a Share. 


        An
Option shall be deemed to be exercised when written notice of such exercise has been given to the Company in accordance with the terms of the Option by the person entitled to exercise
the Option and full payment for the Shares with respect to which the Option is exercised has been received by the Company. Full payment may, as authorized by the Board, consist of any consideration
and method of payment allowable under Section 8(b) of the Plan. Until the issuance (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of
the Company) of the stock certificate evidencing such Shares, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Optioned Stock, notwithstanding
the exercise of the Option. The Company shall issue (or cause to be issued) such stock certificate promptly upon exercise of the Option. No adjustment will be made for a dividend or other right for
which the record date is prior to the date the stock certificate is issued, except as provided in Section 12 of the Plan. 


        Exercise
of an Option in any manner shall result in a decrease in the number of Shares which thereafter may be available, both for purposes of the Plan and for sale under the Option, by
the number of Shares as to which the Option is exercised. 


        (b)    Termination of Employment or Consulting Relationship.    In the event of termination of an Optionee's
Continuous Status as an Employee or Consultant with the Company (but not in the event of an Optionee's change of status from Employee to Consultant (in which case an Employee's Incentive Stock Option
shall automatically convert to a Nonstatutory Stock Option on the ninety- first (91st) day following such change of status) or from Consultant to Employee), such Optionee may, but only within such
period of time as is determined by the Administrator, of at least thirty (30) days, with such determination in the case of an Incentive Stock Option not exceeding three (3) months after
the date of such termination (but in no event later than the expiration date of the term of such Option as set forth in the Option Agreement), exercise his or her Option to the extent that Optionee
was entitled to exercise it at the date of such termination. To the extent that Optionee was not entitled to exercise the Option at the date of such termination, or if Optionee does not exercise such
Option to the extent so entitled within the time specified herein, the Option shall terminate. 



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        (c)    Disability of Optionee.    In the event of termination of an Optionee's consulting relationship or Continuous
Status as an Employee as a result of his or her disability, Optionee may, but only within twelve (12) months from the date of such termination (and in no event later than the expiration date of
the term of such Option as set forth in the Option Agreement), exercise the Option to the extent otherwise entitled to exercise it at the date of such termination; provided, however, that if such
disability is not a "disability" as such term is defined in Section 22(e)(3) of the Code, in the case of an
Incentive Stock Option such Incentive Stock Option shall automatically convert to a Nonstatutory Stock Option on the day three months and one day following such termination. To the extent that
Optionee is not entitled to exercise the Option at the date of termination, or if Optionee does not exercise such Option to the extent so entitled within the time specified herein, the Option shall
terminate, and the Shares covered by such Option shall revert to the Plan. 


        (d)    Death of Optionee.    In the event of the death of an Optionee, the Option may be exercised at any time within
twelve (12) months following the date of death (but in no event later than the expiration of the term of such Option as set forth in the Notice of Grant), by the Optionee's estate or by a
person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent that the Optionee was entitled to exercise the Option at the date of death. If, at the time of
death, the Optionee was not entitled to exercise his or her entire Option, the Shares covered by the unexercisable portion of the Option shall immediately revert to the Plan. If, after death, the
Optionee's estate or a person who acquired the right to exercise the Option by bequest or inheritance does not exercise the Option within the time specified herein, the Option shall terminate, and the
Shares covered by such Option shall revert to the Plan. 


        (e)    Rule 16b-3.    Options granted to persons subject to Section 16(b) of the Exchange
Act must comply with Rule 16b-3 and shall contain such additional conditions or restrictions as may be required thereunder to qualify for the maximum exemption from
Section 16 of the Exchange Act with respect to Plan transactions. 



        (f)    Buyout Provisions.    The Administrator may at any time offer to buy out for a payment in cash or Shares, an
Option previously granted, based on such terms and conditions as the Administrator shall establish and communicate to the Optionee at the time that such offer is made. 




        10.    Non-Transferability of Options and Stock Purchase Rights.    Options and Stock Purchase Rights may
not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the
Optionee, only by the Optionee. 


        11.    Stock Purchase Rights.    



        (a)    Rights to Purchase.    Stock Purchase Rights may be issued either alone, in addition to, or in tandem with
other awards granted under the Plan and/or cash awards made outside of the Plan. After the Administrator determines that it will offer Stock Purchase Rights under the Plan, it shall advise the offeree
in writing of the terms, conditions and restrictions related to the offer, including the number of Shares that such person shall be entitled to purchase, the price to be paid, and the time within
which such person must accept such offer, which shall in no event exceed [thirty (30) days] from the date upon which the Administrator made the determination to grant
the Stock Purchase Right. The offer shall be accepted by execution of a Restricted Stock purchase agreement in the form determined by the
Administrator. Shares purchased pursuant to the grant of a Stock Purchase Right shall be referred to herein as "Restricted Stock." 


        (b)    Repurchase Option.    Unless the Administrator determines otherwise, the Restricted Stock purchase agreement
shall grant the Company a repurchase option exercisable upon the voluntary 



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or involuntary termination of the purchaser's employment with the Company for any reason (including death or Disability). The purchase price for Shares repurchased pursuant to the Restricted Stock
purchase agreement shall be the original price paid by the purchaser and may be paid by cancellation of any indebtedness of the purchaser to the Company. The repurchase option shall lapse at such rate
as the Administrator may determine, but at a minimum rate of 20% per year. 


        (c)    Other Provisions.    The Restricted Stock purchase agreement shall contain such other terms, provisions and
conditions not inconsistent with the Plan as may be determined by the Administrator in its sole discretion. In addition, the provisions of Restricted Stock purchase agreements need not be the same
with respect to each purchaser. 


        (d)    Rights as a Shareholder.    Once the Stock Purchase Right is exercised, the purchaser shall have the rights
equivalent to those of a shareholder, and shall be a shareholder when his or her purchase is entered upon the records of the duly authorized transfer agent of the Company. No adjustment will be made
for a dividend or other right for which the record date is prior to the date the Stock Purchase Right is exercised, except as provided in Section 12 of the Plan. 




        12.    Adjustments Upon Changes in Capitalization or Merger.    



        (a)    Changes in Capitalization.    Subject to any required action by the shareholders of the Company, the number of
shares of Common Stock covered by each outstanding Option or Stock Purchase Right, and the number of shares of Common Stock which have been authorized for issuance under the Plan but as to which no
Options or Stock Purchase Rights have yet been granted or which have been returned to the Plan upon cancellation or expiration of an Option or Stock Purchase Right, as well as the price per share of
Common Stock covered by each such outstanding Option or Stock Purchase Right, shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting
from a stock split, reverse stock split, stock dividend, combination or reclas sification of the Common Stock, or any other increase or decrease in the number of issued shares of Common Stock effected
without receipt of consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been "effected without receipt of
consideration." Such adjustment shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company
of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of
shares of Common Stock subject to an Option or Stock Purchase Right. 


        (b)    Dissolution or Liquidation.    In the event of the proposed dissolution or liquidation of the Company, the
Board shall notify the Optionee at least fifteen (15) days prior to such proposed action. To the extent it has not been previously exercised, the Option or Stock Purchase Right will terminate
immediately prior to the consummation of such proposed action. 



        (c)    Merger.    In the event of a merger of the Company with or into another corporation, the Option or Stock
Purchase Right may be assumed or an equivalent option or right may be substituted by such successor corporation or a parent or subsidiary of such successor corporation. If, in such event, the Option
or Stock Purchase Right is not assumed or substituted, the Option or Stock Purchase Right shall terminate as of the date of the closing of the merger. For the purposes of this paragraph, the Option or
Stock Purchase Right shall be considered assumed if, following the merger, the option or right confers the right to purchase, for each Share of Optioned Stock subject to the Option or Stock Purchase
Right immediately prior to the merger, the consideration (whether stock, cash, or other securities or property) received in the merger by holders of Common Stock for each Share held on the effective
date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of 



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the outstanding Shares); provided, however, that if such consideration received in the merger was not solely common stock of the successor corporation or its Parent, the Administrator may, with the
consent of the successor corporation, provide for the consideration to be received upon the exercise of the Option or Stock Purchase Right for each Share of Optioned Stock subject to the Option or
Stock Purchase Right to be solely common stock of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders of Common Stock in the merger. 




        13.    Time of Granting Options and Stock Purchase Rights.    The date of grant of an Option or Stock Purchase Right
shall, for all purposes, be the date on which the Administrator makes the determination granting such Option or Stock Purchase Right, or such other date as is determined by the Board. Notice of the
determination shall be given to each Employee or Consultant to whom an Option or Stock Purchase Right is so granted within a reasonable time after the date of such grant. 


        14.    Amendment and Termination of the Plan.    



        (a)    Amendment and Termination.    The Board may at any time amend, alter, suspend or discontinue the Plan, but no
amendment, alteration, suspension or discontinuation shall be made which would impair the rights of any Optionee under any grant theretofore made, without his or her consent. In addition, to the
extent necessary and desirable to comply with Rule 16b-3 under the Exchange Act or with Section 422 of the Code (or any other applicable law or regulation, including the
requirements of the NASD or an established stock exchange), the Company shall obtain shareholder approval of any Plan amendment in such a manner and to such a degree as required. 


        (b)    Effect of Amendment or Termination.    Any such amendment or termination of the Plan shall not affect Options
or Stock Purchase Rights already granted, and such Options or Stock Purchase Rights shall remain in full force and effect as if this Plan had not been amended or terminated, unless mutually agreed
otherwise between the Optionee and the Board, which agreement must be in writing and signed by the Optionee and the Company. 




        15.    Conditions Upon Issuance of Shares.    Shares shall not be issued pursuant to the exercise of an Option unless
the exercise of such Option or Stock Purchase Right and the issuance and delivery of such Shares pursuant thereto shall comply with all relevant provisions of law, including, without limitation, the
Securities Act of 1933, as amended, the Exchange Act, the rules and regulations promulgated thereunder, and the requirements of any stock exchange upon which the Shares may then be listed, and shall
be further subject to the approval of counsel for the Company with respect to such compliance. 



        As
a condition to the exercise of an Option or Stock Purchase Right, the Company may require the person exercising such Option or Stock Purchase Right to represent and warrant at the
time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company,
such a representation is required by any of the aforementioned relevant provisions of law. 


        16.    Reservation of Shares.    The Company, during the term of this Plan, will at all times reserve and keep
available such number of Shares as shall be sufficient to satisfy the requirements of the Plan. 



        The
inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company's counsel to be necessary to the lawful issuance
and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained. 


        17.    Agreements.    Options and Stock Purchase Rights shall be evidenced by written agreements in such form as the
Board shall approve from time to time. 


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        18.    Shareholder Approval.    Continuance of the Plan shall be subject to approval by the shareholders of the
Company within twelve (12) months before or after the date the Plan is adopted. Such shareholder approval shall be obtained in the degree and manner required under applicable state and federal
law and the rules of any stock exchange upon which the Common Stock is listed. 



        19.    Information to Optionees and Purchasers.    The Company shall provide to each Optionee and to each individual
who acquired Shares pursuant to the Plan, not less frequently than annually, copies of annual financial statements. The Company shall also provide such statements to each individual who acquires
Shares pursuant to the Plan while such individual owns such Shares. The Company shall not be required to provide such statements to key employees whose duties in connection with the Company assure
their access to equivalent information. 


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Amendment
  To
  Impulse! Buy Network, Inc. 1997 Stock Plan    
  


        The Impulse Buy Network, Inc. 1997 Stock Plan is hereby amended effective March 29, 2000 as follows (the "Plan"): 


        A.    Section 2
is amended by adding the following definitions: 


        "Cause"
means (i) any act of personal dishonesty taken by the Optionee in connection with his responsibilities as an employee and intended to result in substantial personal
enrichment of the Optionee, (ii) the conviction of a felony, (iii) a willful act by the Optionee that constitutes gross misconduct and that is injurious to the Company, (iv) for a
period of not less than thirty (30) days following delivery to the Optionee of a written demand for performance from the Company that describes the basis for the Company's belief that the
Optionee has not substantially performed his duties, continued violations by the Optionee of the Optionee's obligations to the Company that are demonstrably willful and deliberate on the Optionee's
part or (v) as otherwise provided in an option agreement. 


        "Change
of Control" means the occurrence of any of the following: 



          (i)  Any
"person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) becomes the "beneficial owner" (as defined in
Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the total voting power represented by the Company's
then outstanding voting securities entitled to vote generally in the election of directors; 



        (ii)  Any
action or event occurring within a two-year period, as a result of which fewer than a majority of the directors are Incumbent Directors. "Incumbent
Directors" shall mean directors who either (A) are directors of the Company as of the date hereof, or (B) are elected, or nominated for election, to the Board with the affirmative votes
of at least a majority of the Incumbent Directors at the time of such election or nomination (but shall not include an individual whose election or nomination is in connection with an actual or
threatened proxy contest relating to the election of directors to the Company); 


        (iii)  The
consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting
securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or the
entity that controls such surviving entity) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company, such surviving entity or entity that controls
such surviving entity outstanding immediately after such merger or consolidation; or 


        (iv)  The
consummation of the sale or disposition by the Company of all or substantially all of the Company's assets. 




        B.    Section 9(b)
is amended by deleting the previous Section 9(b) and replacing it in its entirety as follows: 




        9(b)    Termination of Employment or Consulting Relationship.    Notwithstanding the exercise periods set forth in the
Stock Option Agreement, exercise of an Option shall always be subject to the following: 


        If
the Optionee is Terminated for any reason except death or Disability, then Optionee may exercise such Optionee's Options only to the extent that such Options would have been
exercisable upon the Termination Date no later than three (3) months after the Termination 




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Date (or such shorter time period as may be specified in the Stock Option Agreement), but in any event, no later than the expiration date of the Options. Notwithstanding the foregoing, if the Company
or any successor thereto terminates the Optionee's employment without Cause within twelve months following a Change of Control, the Optionee's Options, and restricted stock acquired upon exercise of
the Optionee's Options or otherwise granted under the Plan shall become 100% vested and exercisable; provided, however, that no such acceleration shall occur in the event that it would preclude
accounting for any business combination of the Company involving a Change of Control as a "pooling of interests." 


        Notwithstanding
any other provisions of the Plan or any Award Agreement, other related agreement, in the event that any payment or benefit received or to be received by the Optionee
(whether pursuant to the terms of the Plan, any Award Agreement or other related agreement, or other plan, arrangement
or agreement with the Company, any person whose actions result in a Change in Control or any person affiliated with the Company or such person) (all such payments and benefits being hereinafter called
"Total Payments") would be subject (in whole or part), to any excise tax imposed under Section 4999 of the Code (the "Excise Tax"), then, after taking into account any reduction in the Total
Payments provided by reason of Section 280G of the Code in such other plan, arrangement or agreement, the payment or benefit received or to be received by the Optionee (whether pursuant to the
terms of the Plan, any Option Agreement, Restricted Stock Purchase Agreement or other related agreement) shall be reduced, to the extent necessary so that no portion of the Total Payments is subject
to the Excise Tax but only if (A) the net amount of such Total Payments, as so reduced (an d after subtracting the net amount of federal, state and local income taxes on such reduced Total
Payments) is greater than or equal to (B) the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income taxes on such Total
Payments and the amount of Excise Tax to which the Optionee would be subject in respect of such unreduced Total Payments). 





        Unless
the Company and the Optionee otherwise agree in writing, any determination required under this Section shall be made in writing by the Company's independent public accountants
(the "Accountants"), whose determination shall be conclusive and binding upon the Optionee and the Company for all purposes. For purposes of making the calculations required by this Section, the
Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999
of the Code. The Company and the Optionee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section.
The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section. 


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Exhibit 4.5


IMPULSE BUY NETWORK, INC. 1997 STOCK PLAN

Amendment To Impulse! Buy Network, Inc. 1997 Stock Plan