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                                                                    Exhibit 10.5

                              UNAPIX ENTERTAINMENT, INC.

                                1993 Stock Option Plan


Section 1.     Purpose; Definitions.

          1.1  Purpose.  The purpose of the Unapix Entertainment, Inc. (the 
"Company") 1993 Stock Option Plan (the "Plan") is to enable the Company to 
offer its key employees, officers, directors and consultants whose past, 
present and/or potential contributions to the Company have been, are or will 
be important to the success of the Company, an opportunity to acquire a 
proprietary interest in the Company.

          1.2  Definitions.  For purposes of the Plan, the following terms 
shall be defined as set forth below:

               (a)  "Agreement" means the agreement between the Company and 
the Holder setting forth the terms and conditions of an award under the Plan.

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

               (c)  "Code" means the Internal Revenue Code  of 1986, as 
amended from time to time, and any successor thereto and the regulations 
promulgated thereunder.

               (d)  "Committee" means the Stock Option Committee of the Board 
or any other committee of the Board which the Board may designate to 
administer the Plan or any portion thereof.   If no Committee is so 
designated, then all references in this Plan to "Committee'' shall mean the 
Board.

               (e)  "Common Stock" means the Common Stock of the Company, par 
value $.01 per share.

               (f)  "Company" means Unapix Entertainment, Inc. , a 
corporation organized under the laws of the State of Delaware.

               (g)  "Disability" means disability as determined under 
procedures established by the Committee for purposes of the Plan

               (h)  "Effective Date" means the date set forth in Section 7.

               (i)  "Fair Market Value", unless otherwise required by any 
applicable provision of the Code or any regulations issued thereunder, means, 
as of any given date: (i) if the Common Stock is listed on a national 
securities exchange, quoted on the NASDAQ National Market System or quoted on 
the NASDAQ Small Cap Market, the last sale price of the Common Stock on the 
last preceding day on which the Common Stock was traded, as reported by the 

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exchange or NASDAQ, as the case may be; (ii) if the Common Stock is not 
listed an a national securities exchange or quoted on the NASDAQ National 
Market System or NASDAQ Small Cap Market, but is traded in the 
over-the-counter market, the average of the high bid and low asked prices for 
the Common Stock on the last preceding day for which such quotations are 
reported by a service providing such quotations (e.g. , National Quotation 
Bureau, Inc. ) ; and (iii) if the fair market value of the Common Stock 
cannot be determined ,pursuant to clause (i) or (ii) above, such price as the 
Committee shall determine, in good faith.

               (j)  "Family Group Member" shall mean the spouse, sibling or 
lineal descendant of the Holder or a trust established for any such person.

               (k)  "Holder" means a person who has received an award under 
the Plan.

               (1)  "Incentive Stock Option" means any Stock Option intended 
to be and designated as an "incentive stock option" within the meaning of 
Section 422 of the Code.

               (m)  "Non-Qualified Stock Option" means any Stock Option that 
is not an Incentive Stock Option.

               (n)  "Normal Retirement" means retirement from active 
employment with the Company or any Subsidiary on or after age 65.

               (o)  "Parent" means any present or future parent corporation 
of the Company, as such term is defined in Section 424 (e) of the Code.

               (p)  "Plan" means the Unapix Entertainment, Inc. 1993 Stock 
Option Plan, as hereinafter amended from time to time.

               (q)  "Stock,' means the Common Stock of the Company, par value 
$.01 per share.

               (r)  "Stock Option" of "Option" means any option to purchase 
shares of Stock which is granted pursuant to the Plan.

               (s)  "Subsidiary" means any present or future subsidiary 
corporation of the Company, as such term is defined in Section 424(f) of the 
Code.

Section 2.     Administration.

          2.1  Committee Membership.  The Plan shall be administered by the 
Board or a Committee.  Committee members shall serve for such term as the 
Board may in each case determine, and shall be subject to removal at any time 
by the Board.  It is the intent of the Board that the Plan qualify under Rule 
16b-3 promulgated under the Securities Exchange Act of 1934.

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To that end, unless otherwise determined by the Board, each committee member 
shall be a disinterested person (i.e., a director who is not, during the one 
year prior to service as an administrator of the plan, or during such 
service, granted or awarded equity securities of the Company pursuant to the 
Plan or any other plan of the Company or its affiliates   as provided by Rule 
16b-3) .

          2.2  Powers of Committee.  The Committee shall have full authority, 
subject to Section 4.1 hereof, to grant Stock Options pursuant to the terms 
of the Plan.  For purposes of illustration and not of limitation, the 
Committee shall have the authority (subject to the express provisions of this 
Plan).

               (a)  to select the officers, key employees, directors and 
consultants of the Company or any Subsidiary to whom Stock Options may from 
time to time be granted hereunder;

               (b)  to determine the terms and conditions, not inconsistent 
with the terms of the Plan, of any Stock Option granted hereunder (including, 
but not limited to, number of shares, share price, any restrictions or 
limitations, and any vesting, exchange, surrender, cancellation, 
acceleration, termination, exercise or forfeiture provisions, as the 
Committee shall determine);

               (c)  to determine any specified performance goals or such 
other factors or criteria which need to be attained for the vesting of an 
award granted hereunder;

               (d)  to permit a Holder to elect to defer a payment under the 
Plan under such rules and procedures as the Committee may establish, 
including the crediting of interest on deferred amounts denominated in cash 
and of dividend equivalents on deferred amounts denominated in Stock;

               (e)  to determine the extent and circumstances under which 
Stock and other amounts payable with respect to an award hereunder shall be 
deferred which may be either automatic or at the election of the Holder; and

               (f)  to substitute  (i) new Stock Options for previously 
granted Stock Options, which previously granted Stock Options have higher 
option exercise prices and/or contain other less favorable terms.

          2.3  Interpretation of Plan.

               (a)  Committee Authority.  Subject to Section 6 hereof, the 
Committee shall have the authority to adopt, alter and repeal such 
administrative rules, guidelines and practices governing the Plan as it 
shall, from time to time, deem advisable, to interpret the terms and 
provisions of the Plan and any award issued under the Plan (and to determine 
the form and 

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substance of all Agreements relating thereto) , and to otherwise supervise 
the administration of the Plan.  Subject to Section 10 hereof, all decisions 
made by the Committee pursuant to the provisions of the Plan shall be made in 
the Committee's sole discretion and shall be final and binding upon all 
persons, including the Company, its Subsidiaries and Holders.

               (b)  Incentive Stock Options.  Anything in the Plan to the 
contrary notwithstanding, no term or provision of the Plan relating to 
Incentive Stock Options or any Agreement providing for Incentive Stock 
Options shall be interpreted, amended or altered, nor shall any discretion or 
authority granted under the Plan be so exercised, so as to disqualify the 
Plan under Section 422 of the Code, or, without the consent of the Holder(s) 
affected, to disqualify any Incentive Stock Option under such Section 422.

Section 3.     Stock Subject to Plan.

          3.1  Number of Shares.  The total number of shares of Common Stock 
reserved and available for distribution under the Plan shall be 875,000 
shares.  Shares of Stock under the Plan may consist, in whole or in part, of 
authorized and unissued shares or treasury shares.  If any shares of Stock 
that have been optioned cease to be subject to a Stock Option granted 
hereunder are forfeited or any such award otherwise terminates without a 
payment being made to the Holder in the form of Stock, such shares shall 
again be available for distribution in connection with future grants and 
awards under the Plan.  Only net shares issued upon a stock-for-stock 
exercise (including stock used for withholding taxes) shall be counted 
against the number of shares available under the Plan.

          3.2  Adjustment Upon Changes in Capitalization, Etc.  In the event 
of any merger, reorganization, consolidation, recapitalization, dividend 
(other than a cash dividend), stock split, reverse stock split, or other 
change in corporate structure affecting the Stock, such substitution or 
adjustment shall be made in the aggregate number of shares reserved for 
issuance under the Plan and in the number and exercise price of shares 
subject to outstanding Options granted under the Plan as may be determined to 
be appropriate by the Committee in order to prevent dilution or enlargement 
of rights, provided that the number of shares subject to any award shall 
always be a whole number.

Section 4.     Eligibility.

          4.1  General.  Awards may be made or granted to key employees, 
officers, directors and consultants who are deemed to have rendered or to be 
able to render significant services to the Company or its Subsidiaries and 
who are deemed to have contributed or to have the potential to contribute to 
the success of the Company.  No Incentive Stock Option shall be granted to 
any person who is not an employee of the Company or a Subsidiary at the time 
of grant.

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          4.2  Grant of Options to Officers and Directors.  The granting of 
options to officers and directors of the Company shall be determined by a 
committee of two or more directors, of which all members shall be 
disinterested persons, as described in Section 2.1 hereof.

Section 5.     Stock Options.

          5.1. Grant and Exercise.  Stock Options granted under the Plan may 
be of two types: (i ) Incentive Stock Options and (ii) Non-Qualified Stock 
Options.  Any Stock Option granted under the Plan shall contain such terms, 
not inconsistent with this Plan, or with respect to Incentive Stock Options, 
the Code, as the Committee may from time to time approve.  The Committee 
shall have the authority to grant Incentive Stock Options, Non-Qualified 
Stock Options, or both types of Stock Options and may be granted alone or in 
addition to other awards granted under the Plan.  To the extent that any 
Stock Option intended to qualify as an Incentive Stock Option does not so 
qualify, it shall constitute a separate Non-Qualified Stock option.  An 
Incentive Stock Option may only be granted within the ten year period 
commencing From the Effective Date and may only be exercised within ten years 
of the date of grant (or five years in the case of an Incentive Stock Option 
granted to an optionee ("10% Stockholder") who, at the time of grant, owns 
Stock possessing more than 10% of the total combined voting power of all 
classes of stock of the Company or a Parent or Subsidiary.

          5.2. Terms and Conditions.  Stock Options granted under the Plan 
shall be subject to the following terms and conditions:

               (a)  Exercise Price.  The exercise price per share of Stock 
purchasable under a Stock Option shall be determined by the Committee at the 
time of grant and may be less than 100% of the Fair Market Value of the Stock 
at the time of grant; provided, however, that the exercise price of an 
Incentive Stock Option shall not be less than 100% of the Fair Market Value 
of the Stock at the time of grant (110%, in the case of 10% Holder) .

               (b)  Option Term.  Subject to the limitations contained in 
Section 5.1, the term of each Stock option shall be fixed by the Committee.

               (c)  Exercisability.  Stock Options shall be exercisable at 
such time or times and subject to such terms and conditions as shall be 
determined by the Committee.   If the Committee provides, in its discretion, 
that any Stock Option is exercisable only in installments, i.e., that it 
vests over time, the Committee may waive such installment exercise provisions 
at any time at or after the time of grant in whole or in part, based upon 
such factors as the Committee shall determine.

               (d)  Method of Exercise.  Subject to whatever installment, 
exercise and waiting period provisions are applicable in a particular case, 
Stock Options may be exercised in whole or in part at any time during the 
term of the Option, by giving written notice of exercise to the Company 
specifying the number of shares of Stock to be purchased.  Such notice shall 
be accompanied by payment in full of the purchase price, which shall be in 
cash or, unless otherwise 

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provided in the Agreement, in shares of Stock or, partly in cash and partly 
in such Stock, or such other means which the Committee determines are 
consistent with the Plan's purpose and applicable law.  Cash payments shall 
be made by wire transfer, certified or bank check or personal check, in each 
case payable to the order of the Company; provided, however, that the Company 
shall not be required to deliver certificates for shares of Stock with 
respect to which an Option is exercised until the Company has confirmed the 
receipt of good and available funds in payment of the purchase price thereof. 
 Payments in the f form of Stock shall be valued at the Fair Market Value of 
a share of Stock on the date prior to the date of exercise.  Such payments 
shall be made by delivery of stock certificates in negotiable form which are 
effective to transfer good and valid title thereto to the Company, free of 
any liens or encumbrances.  A Holder shall have none of the rights of a 
stockholder with respect to the shares subject to the Option until such 
shares shall be transferred to the Holder upon the exercise of the Option.

               (e)  Transferability. No Stock Option shall be transferable by 
the Holder, otherwise than by will or by the laws of descent and 
distribution, and all Stock Options shall be exercisable, during the Holder's 
lifetime, only by the Holder; provided however that, notwithstanding anything 
to the contrary contained herein, the Committee may in its sole discretion 
allow a Non-Incentive Stock Option to be transferred to a Family Group Member.

               (f)  Termination by Reason of Death.  If a Holder's employment 
by the Company or a Subsidiary terminates by reason of death, any Stock 
Option held by such Holder, unless otherwise determined by the Committee at 
the time of grant and set forth in the Agreement, shall be fully vested and 
may thereafter be exercised by the legal representative of the estate or by 
the legatee of the Holder under the will of the Holder, for a period of one 
year (or such other greater or lesser period as the Committee may specify at 
grant) from the date of such death or until the expiration of the stated term 
of such Stock Option, whichever period is the shorter.

               (g)  Termination by Reason of Disability.  If a Holder's 
employment by the Company or any Subsidiary terminates by reason of 
Disability, any Stock Option held by such Holder, unless otherwise determined 
by the Committee at the time of grant and set forth in the Agreement, shall 
be fully vested and may thereafter be exercised by the Holder for a period of 
one year (or such other lesser period as the Committee may specify at the 
time of grant) from the date of such termination of employment or until the 
expiration of the stated term of such Stock Option, whichever period is the 
shorter.

               (h)  Other Termination.  Subject to the provisions of Section 
8 below and unless otherwise determined by the Committee at the time of grant 
and set forth in the Agreement, if a Holder is an employee of the Company or 
a Subsidiary at the time of grant and if such are Holder's employment by the 
Company or any Subsidiary terminates for any reason other than death or 
Disability, the Stock Option shall thereupon automatically terminate, except 
that if the Holder's employment is terminated by the Company or a Subsidiary 
without cause or due to Normal Retirement, then the portion of such Stock 
Option which has vested on the date of the termination of employment may be 
exercised for the lesser of three months after termination of 

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employment or the balance of such Stock Option's term.

               (i)  Additional Incentive Stock Option Limitation.  In the 
case of an Incentive Stock Option, the amount of aggregate Fair Market Value 
of Stock (determined at the time of grant of the Option) with respect to 
which Incentive Stock Options are exercisable for the first time by a Holder 
during any calendar year (under all such plans of the Company and its Parent 
and Subsidiary) shall not exceed $100,000.

               (j)  Buyout and Settlement Provisions.  The Committee may at 
any time offer to buy out a Stock Option previously granted, based upon such 
terms and conditions as the Committee shall establish and communicate to the 
Holder at the time that such offer is made.

               (k)  Stock Option Agreement.  Each grant of a Stock Option 
shall be confirmed by, and shall be subject to the terms of, the Agreement 
executed by the Company and the Holder.

               (l)  Holding Period.  All shares of Stock received by a Holder 
upon exercise of an Option granted hereunder shall be non-transferable by the 
Holder until at least six months has elapsed from the date of the granting of 
such Option.

Section 6.     Amendments and Termination.

     The Board (but not the Committee) may at any time amend, alter, suspend 
or discontinue the Plan, but no amendment, alteration, suspension or 
discontinuance shall be made which would impair the rights of a Holder under 
any Agreement theretofore entered into hereunder, without his consent.

Section 7.     Term of Plan.

          7.1  Effective Date.  The Plan shall be effective as of April 23, 
1993 ("Effective Date") , subject to the approval of the Plan by the 
stockholders of the Company within one year after the Effective Date.  Any 
awards granted under the Plan prior to such approval shall be effective when 
made (unless otherwise specified by the Committee at the time of grant) , but 
shall be conditioned upon, and subject to, such approval of the Plan by the 
Company's stockholders.  If the Plan shall not be so approved, all awards 
granted thereunder shall be of no effect and any Stock received by a Holder 
upon the exercise of an award shall be deemed forfeited and the Holder shall 
return the Stock to the Company.

          7.2  Termination Date.  Unless terminated by the Board, this Plan 
shall continue to remain effective until such time no further awards may be 
granted and all awards granted under the Plan are no longer outstanding.  
Notwithstanding the foregoing, grants of Incentive Stock Options may only be 
made during the ten year, period following the Effective Date.

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Section 8.     General Provisions.

          8.1  Written Agreements.  Each award granted under the Plan shall 
be confirmed by, and shall be subject to the terms of the Agreement executed 
by the Company and the Holder.  The committee may terminate any award made 
under the Plan if the Agreement relating thereto is not executed and returned 
to the Company within 60 days after the Agreement has been delivered to the 
Holder for his or her execution.

          8.2  Unfunded Status of Plan.  The Plan is intended to constitute 
an "unfunded" plan for incentive and deferred compensation.  With respect to 
any payments not yet made to a Holder by the Company, nothing contained 
herein shall (give any such Holder any rights that are greater than those of 
a general creditor of the Company.

          8.3  Employees.

               (a)  Engaging in Competition With the Company.    In the event 
an employee Holder terminates his employment with the company or a Subsidiary 
for any reason whatsoever, and within eighteen (18) months after the date 
thereof accepts employment with any competitor of, or otherwise engages in 
competition with, the Company, the Committee, in its sole discretion, may 
require such Holder to return to the Company the economic value of any award 
which was realized or obtained (measured at the date of exercise) by such 
Holder at any time during the period beginning on that date which is six 
months prior to the date of such Holder's termination of employment with the 
Company.

               (b)  Termination for Cause.  The Committee may, in the event 
an employee is terminated for cause, annul any award granted under this Plan 
to such employee and in such event the Committee, in its sole discretion, may 
require such Holder to return to the Company the economic value of any award 
which was realized or obtained (measured at the date of exercise) by such 
Holder at any time during the period beginning on that date which is six 
months prior to the date of such Holder's termination of employment with the 
Company.

               (c)  No Right of Employment.  Nothing contained in the Plan or 
in any award hereunder shall be deemed to confer upon any employee of the 
Company or any Subsidiary any right to continued employment with the Company 
or any Subsidiary, nor shall it interfere in any way with the right of the 
Company or any Subsidiary to terminate the employment of any of its employees 
at any time.

          8.4  Investment Representations. The Committee may require each 
person acquiring shares of Stock pursuant to a Stock Option or other award 
under the Plan to represent to and agree with the Company in writing that the 
Holder is acquiring the shares for investment without a view to distribution 
thereof.

          8.5  Additional Incentive Arrangements.  Nothing contained in the 
Plan shall prevent the Board from adopting such other or additional incentive 
arrangements as it may deem 

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desirable, including, but not limited to, the granting of stock options and 
the awarding of stock and cash otherwise than under the Plan; and such 
arrangements may be either generally applicable or applicable only in 
specific cases.

          8.6  Withholding Taxes.  Not later than the date as of which an 
amount first becomes includible in the gross income of the Holder for Federal 
income tax purposes with respect to any option or other award under the Plan, 
the Holder shall pay to the Company, or make arrangements satisfactory to the 
Committee regarding the payment of, any Federal, state and local taxes of any 
kind required by law to be withheld or paid with respect to such amount.  If 
Permitted by the Committee, tax withholding or payment obligations may be 
settled with Common Stock, including Common Stock that is part of the award 
that gives rise to the withholding requirement.  The obligations of the 
Company under the Plan shall be conditional upon such payment or arrangements 
and the Company or the Holder's employer (if not the Company) shall, to the 
extent permitted by law, have the right to deduct any such taxes from any 
payment of any kind otherwise due to the Holder from the Company or any 
Subsidiary.

          8.7  Governing Law.  The Plan and all awards made and actions taken 
thereunder shall be governed by and construed in accordance with the laws of 
the State of Delaware (without regard to choice of law provisions)

          8.8  Other Benefit Plans.  Any award granted under the Plan shall 
not be deemed compensation for purposes of computing benefits under any 
retirement plan of the Company or any Subsidiary and shall not affect any 
benefits under any other benefit plan now or subsequently in effect under 
which the availability or amount of benefits is related to the level of 
compensation (unless required by specific reference in any such other plan to 
awards under this Plan).

          8.9  Non-Transferability.  Except as otherwise expressly provided 
in the Plan, no right or benefit under the Plan may be alienated, sold, 
assigned, hypothecated, pledged, exchanged, transferred, encumbranced or 
charged, and any attempt to alienate, sell, assign, hypothecate, pledge, 
exchange, transfer, encumber or charge the same shall be void.

          8.10      Applicable Laws.  The obligations of the Company with 
respect to all Stock Options and awards under the Plan shall be subject to 
(i) all applicable laws, rules and regulations and such approvals by any 
governmental agencies as may be required, including, without limitation, the 
effectiveness of a registration statement under the Securities Act of 1933, 
as amended, and (ii) the rules and regulations of any securities exchange an 
which the Stock may be listed.

          8. 11     Conflicts.  If any of the terms or provisions of the Plan 
conflict with the requirements of with respect to Incentive Stock Options, 
Section 422A of the Code, then such terms or provisions shall be deemed 
inoperative to the extent they so conflict with the requirements of said 
Section 422A of the Code. Additionally, if this Plan does not contain any 
provision required to be included herein under Section 422A of the Code, such 
provision shall be 

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deemed to be incorporated herein with the same force and effect as if such 
provision had been set out at length herein.

          8.12 Non-Registered  Stock.  The shares of Stock being distributed 
under this Plan have not been registered under the Securities Act of 1933, as 
amended (the "1933 Act") , or any applicable state or foreign securities laws 
and the Company has no obligation to any Holder to register the Stock or to 
assist the Holder in obtaining an exemption from the various registration 
requirements, or to list the Stock on a national securities exchange.

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