Exhibit 10.5

                          FILTERED SOULS ENTERTAINMENT

                             1999 STOCK OPTION PLAN

1.   PURPOSE

     This Stock Option Plan (the "Plan") for Filtered Souls Entertainment,  Inc.
     (the  "Company") is intended to provide  incentive to directors,  officers,
     key  employees  of  and  consultants  to the  Company  and  members  of the
     Company's  Advisory Board by providing those persons with  opportunities to
     purchase  shares of the Company's  Common Stock under (a)  incentive  stock
     options  ("Incentive  Stock Options") as such term is defined under Section
     422A of the Internal Revenue Code of 1986, as amended,  and (b) other stock
     options (collectively herein referred to as "Options").

2.   DEFINITIONS

     As used in this  Plan,  the  following  words and  phrases  shall  have the
     meanings indicated:

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

     (b)  "Code" shall mean the Internal Revenue Code of 1986, as amended.

     (c)  "Common  Stock"  shall mean the common  stock of the  Company,  no par
          value.

     (d)  "Company" shall mean Filtered Souls Entertainment,  Inc., the employer
          which has established this Plan.

     (e)  "Disability"  shall  mean an  Optionee's  inability  to  engage in any
          substantial  gainful activity by reason of any medically  determinable
          physical or mental impairment which can be expected to result in death
          or which has lasted or can be expected to last for a continuous period
          of not less than twelve (12) months.

     (f)  "Fair Market  Value" per share as of a particular  date shall mean (i)
          the  closing  sales price per share of Common  Stock on the  principal
          national  securities  exchange,  if any, on which the shares of Common
          Stock shall then be listed for the last  preceding date on which there
          was a sale of such  Common  Stock  on  such  exchange,  or (ii) if the
          shares of Common  Stock are not then  listed on a national  securities
          exchange,  the last sales price per share of Common Stock entered on a
          national inter-dealer  quotation system for the last preceding date on
          which  there  was a  sale  of  such  Common  Stock  on  such  national
          inter-dealer  quotation  system,  or (iii) if no closing or last sales
          price per share of Common Stock is entered on a national  inter-dealer
          quotation system,  the average of the closing bid and asked prices for
          the shares of Common Stock in the over-the-counter market for the last
          preceding date on which there was a quotation for such Common Stock in
          such market, or (iv) if no price can be determined under the preceding
          alternatives,  then the price per share as most recently determined by
          the Board, which shall make such determinations of value at least once
          annually.
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     (g)  "Incentive  Stock Option" means one or more options to purchase Common
          Stock which,  at the time such Options are granted  under this Plan or
          any other such plan of the Company, qualify as incentive stock options
          under Section 422A of the Code.

     (h)  "Parent"  shall mean any  corporation  (other than the  Company) in an
          unbroken chain of corporations ending with the Company if, at the time
          of granting an Option, each of the corporations other than the Company
          owns  stock  possessing  fifty  percent  (50%)  or more  of the  total
          combined  voting  power of all  classes  of stock in one of the  other
          corporations in such chain.

     (i)  "Plan" shall mean this Stock Option Plan.

     (j)  "Option" shall mean any option issued pursuant to this Plan.

     (k)  "Optionee"  shall mean any  person to whom an Option is granted  under
          this Plan.

     (l)  "AB Member" shall mean a member of the Company's Advisory Board.

     (m)  "Subsidiary" shall mean any corporation (other than the Company) in an
          unbroken chain of  corporations  beginning with the Company if, at the
          time of granting an Option,  each of the  corporations  other than the
          last  corporation  in the unbroken chain owns stock  possessing  fifty
          percent  (50%)  or more of the  total  combined  voting  power  of all
          classes of stock in one of the other corporations in such chain.

     (n)  "Ten Percent  Shareholder"  shall mean an Optionee who, at the time an
          Option is granted,  owns directly or indirectly (within the meaning of
          Section  425(d) of the Code)  stock  possessing  more than ten percent
          (10%) of the total  combined  voting  power of all classes of stock of
          the Company, its Parent or a Subsidiary.

3.   GENERAL ADMINISTRATION

     (a)  The Plan shall be  administered  by the Board or, in the Board's  sole
          discretion,  a Stock Option Committee (the "Committee")  consisting of
          not less than  three  members of the Board;  provided,  however,  that
          following the  registration  of the  Company's  shares of Common Stock
          under the Securities Exchange Act of 1934, as amended (the "Act"), the
          Board shall  delegate its duties and  authorities  with respect to the
          Plan to a  Committee,  all  members of which  shall be  "disinterested
          persons" within the meaning of Section 16b-3 of the Act.

     (b)  The  Board  or the  Committee,  as the  case  may be,  shall  have the
          authority in its discretion,  subject to and not inconsistent with the
          express provisions of the Plan, to administer the Plan and to exercise
          all the powers and authorities either specifically granted to it under
          the Plan or necessary or advisable in the  administration of the Plan,
          including,  without  limitation,  the authority to grant  Options;  to
          determine the purchase price of shares of Common Stock covered by each
          Option (the "Option Price"); to determine the persons to whom, and the
          time or times at which,  Options  shall be granted;  to determine  the
          number of shares to be covered by each Option;  to interpret the Plan;

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          to prescribe,  amend and rescind rules and provisions  relating to the
          Plan; to determine the terms and  provisions of the Option  Agreements
          (which need not be identical)  entered into in connection with Options
          granted under the Plan;  and to make all other  determinations  deemed
          necessary or advisable for the administration of the Plan.

     (c)  If the Plan is administered by the Committee, the Board shall fill all
          vacancies,  however caused, in the Committee.  The Board may from time
          to time appoint  additional  members to the Committee,  and may at any
          time remove one or more Committee members and substitute others.

     (d)  No member of the Board or  Committee  shall be liable  for any  action
          taken or determination  made in good faith with respect to the Plan or
          any Option granted hereunder.

4.   GRANTING OF OPTIONS

     Options  may be granted  under the Plan at any time prior to  December  31,
     2009.

5.   ELIGIBILITY

     (a)  Options may be granted to any  director,  officer,  key employee of or
          consultant to the Company or any AB Member.  In determining  from time
          to time the directors, officers, employees, consultants and AB Members
          to whom  Options  shall be  granted  and the  number  of  shares to be
          covered by each Option,  the Board or the  Committee,  as the case may
          be, shall take into account the duties of such persons,  their present
          and  potential  contributions  to the  success of the Company and such
          other  factors  as  they  shall  deem  relevant  in  connection   with
          accomplishing the purposes of the Plan.

     (b)  At the time of the grant of each Option  under the Plan,  the Board or
          the Committee, as the case may be, shall determine whether such Option
          is to be designated an Incentive Stock Option. Incentive Stock Options
          shall not be granted to a director, consultant or AB Member who is not
          an  employee  of the  Company.  The length of the  exercise  period of
          Incentive  Stock Options  shall be governed by Section  7(e)(1) of the
          Plan;  the exercise  period of all other  Options shall be governed by
          Section 7(e)(2) of the Plan.

6.   STOCK

     (a)  The stock  subject to the Options shall be shares of the Common Stock.
          Such shares  may,  in whole or in part,  be  authorized  but  unissued
          shares contributed  directly by the Company or shares which shall have
          been or which may be acquired by the Company.  The aggregate number of
          shares of Common Stock as to which Options may be granted from time to
          time under the Plan shall not exceed  400,000  shares.  The limitation
          established  by the preceding  sentence shall be subject to adjustment
          as provided in Section 7(i) hereof.

     (b)  If any outstanding  Option under the Plan for any reason expires or is
          terminated without having been exercised in full, the shares of Common
          Stock  allocable  to the  unexercised  portion  of such  Option  shall
          (unless  the Plan shall have been  terminated)  become  available  for
          subsequent grants of Options under the Plan.

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7.   TERMS AND CONDITIONS OF OPTIONS

     Each  Option  granted  pursuant  to the Plan shall be  evidenced  by Option
     Agreements in such forms as the Board or the Committee, as the case may be,
     may from time to time approve.  Options shall comply with and be subject to
     the following terms and conditions:

     (a)  OPTION PRICE.  Each Option shall state the Option Price,  which in the
          case of an  Incentive  Stock Option shall be not less than one hundred
          percent  (100%) of the Fair Market Value of the shares of Common Stock
          on the date of grant of the  Option;  provided,  however,  that in the
          case  of  an  Incentive   Stock  Option   granted  to  a  Ten  Percent
          Shareholder,  the Option  Price shall not be less than one hundred ten
          percent (110%) of such Fair Market Value. The Option Price for Options
          that are not  Incentive  Stock  Options  shall not be less than  fifty
          percent  (50%) of the Fair Market  Value of the Shares of Common Stock
          on the date of grant of the Option.  The Option price shall be subject
          to  adjustment  as provided in Section 7(i) hereof.  The date on which
          the Board or the  Committee,  as the case may be,  adopts a resolution
          expressly granting an Option shall be considered the day on which such
          Option is granted.

     (b)  RESTRICTIONS.  Any  Common  Stock  issued  under the Plan may  contain
          restrictions,   including,   but  not  limited  to,   limitations   on
          transferability  that may constitute  substantial risks of forfeiture,
          as the Board or the Committee, as the case may be, may determine.

     (c)  VALUE OF SHARES.  Options  may be granted to any  eligible  person for
          shares of Common Stock of any value,  provided that the aggregate Fair
          Market  Value  (determined  at the time the Option is  granted) of the
          stock with respect to which  Incentive  Stock Options are  exercisable
          for the first time by the Optionee during any calendar year (under all
          the plans of the Company,  its Parent and its Subsidiaries)  shall not
          exceed $100,000.

     (d)  MEDIUM AND TIME OF PAYMENT. The Option Price shall be paid in full, at
          the time of  exercise,  in cash or, with the  approval of the Board or
          the Committee,  as the case may be, in shares of Common Stock having a
          Fair Market Value in the aggregate  equal to such Option Price or in a
          combination of cash and such shares.

     (e)  TERM AND EXERCISE OF OPTIONS.

          (1)  INCENTIVE  STOCK  OPTIONS.   Incentive  Stock  Options  shall  be
               exercisable  over the exercise  period  specified by the Board or
               the Committee,  as the case may be, in the Option Agreement,  but
               in no event shall such period exceed ten (10) years from the date
               of the  grant of each  such  Incentive  Stock  Option;  provided,
               however, that in the case of an Incentive Stock Option granted to
               a Ten Percent  Shareholder,  the exercise period shall not exceed
               five  (5)  years  from the  date of  grant  of such  Option.  The
               exercise  period  shall be  subject  to  earlier  termination  as
               provided in Section 7(f) and 7(g) hereof and may be  accelerated,
               as specified by the Board or the  Committee,  as the case may be,
               in the Option  Agreement,  upon certain events such as an initial
               public offering of the Company's Common Stock. An Incentive Stock
               Option may be  exercised,  as to any or all full shares of Common
               Stock  as  to  which  the  Incentive   Stock  Option  has  become
               exercisable,  by giving  written  notice of such  exercise to the

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               Board or the  Committee,  as the case  may be;  provided  that an
               Incentive Stock Option may not be exercised at any one time as to
               less than 100  shares  (or such  number of shares as to which the
               Incentive  Stock  Option is then  exercisable  if such  number of
               shares is less than 100).

          (2)  NON-INCENTIVE   STOCK  OPTIONS.   Options  which  have  not  been
               designated by the Board or the Committee,  as the case may be, as
               Incentive  Stock  Options shall be  exercisable  over a period of
               eleven (11) years.

     (f)  TERMINATION OF  EMPLOYMENT.  Except as provided in Section 7(g) hereof
          and  except  with  respect  to  Options  granted  to an AB  Member  or
          consultant  which have not been designated as Incentive Stock Options,
          (i) an Option  may not be  exercised  unless  the  Optionee  is then a
          director  of or in  the  employ  of  the  Company  or  any  Parent  or
          Subsidiary of the Company (or a corporation  or a Parent or Subsidiary
          of such corporation issuing or assuming the Option in a transaction to
          which Section 425(a) of the Code applies), and unless the Optionee has
          remained  continuously a director or so employed,  as the case may be,
          since  the date of  grant of the  Option,  and (ii) in the  event  all
          association  of an  Optionee  with  the  Company  (as an  employee  or
          director)  shall   terminate   (other  than  by  reason  of  death  or
          Disability),  all Options or unexercised  portions  thereof granted to
          such Optionee which are then  otherwise  exercisable  shall  terminate
          ninety (90) days following the day on which the Optionee  ceases to be
          an employee  and/or  director,  but in no event later than the date of
          expiration  of the Options.  A bona fide leave of absence shall not be
          considered a termination  or break in continuity of employment for any
          purpose  of the  Plan so long as the  period  of such  leave  does not
          exceed  ninety  (90)  days or such  longer  period  during  which  the
          Optionee's  right to  reemployment  is  guaranteed  by  statute  or by
          contract.  Where the period of such leave exceeds ninety (90) days and
          the Optionee's right to reemployment is not guaranteed, the Optionee's
          employment will be deemed to have terminated on the  ninety-first  day
          of such leave.  Nothing in the Plan or in any Option granted  pursuant
          hereto  shall  confer  upon an  employee  any right to continue in the
          employ  of  the  Company  or  any  of  its   divisions  or  Parent  or
          Subsidiaries  or interfere in any way with the right of the Company or
          any  such   divisions  or  Parent  or  Subsidiary  to  terminate  such
          employment at any time.

     (g)  DEATH OR  DISABILITY  OF  OPTIONEE.  If an Optionee  shall die while a
          director of or employed by the Company or any Parent or  Subsidiary of
          the Company, or if the Optionee's employment shall terminate by reason
          of Disability,  all Options  theretofore granted to such Optionee may,
          unless earlier terminated in accordance with their terms, be exercised
          by the Optionee or by the personal  representative  of the  Optionee's
          estate or by a person who acquired  the right to exercise  such Option
          by bequest or  inheritance  or otherwise by reason of the death of the
          Optionee,  at any time within nine (9) months  after the date of death
          or Disability of the Optionee,  but in no event later than the date of
          expiration  of the Option,  provided  that during the  lifetime of the
          Optionee  any  Option  granted  to him  may be  exercised  only by the
          Optionee.

     (h)  NONTRANSFERABILITY  OF OPTIONS.  Options  granted under the Plan shall
          not be  transferable  other than by will or by the laws of descent and
          distribution, and Options may be exercised, during the lifetime of the
          Optionee, only by the Optionee.

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     (i)  EFFECT OF CERTAIN CHANGES.

          (1)  If there is any  change in the  number of shares of Common  Stock
               through  the  declaration  of stock  dividends,  recapitalization
               resulting in stock splits,  or  combinations or exchanges of such
               shares,  then the number of shares of Common Stock  available for
               Options, the number of such shares covered by outstanding Options
               and the price per share of such Options shall be  proportionately
               adjusted  to reflect  any  increase  or decrease in the number of
               issued  shares  of  Common  Stock;  provided,  however,  that any
               fractional   shares  resulting  from  such  adjustment  shall  be
               eliminated.

          (2)  In the event of the proposed  dissolution  or  liquidation of the
               Corporation,  each Option granted under the Plan shall  terminate
               as of a date to be fixed by the Board;  provided,  however,  that
               each  Optionee  shall have the right,  immediately  prior to such
               termination, to exercise the Options as to all or any part of the
               shares of Common Stock covered  thereby,  including  shares as to
               which such Options would not otherwise be exercisable.

          (3)  In the event of any merger,  consolidation or  reorganization  of
               the  Company,  the  Board or the  Committee,  as the case may be,
               shall promptly make an  appropriate  adjustment to the number and
               class of shares of Common Stock available for Options, and to the
               amount  and  kind of  shares  or  other  securities  or  property
               receivable  upon  exercise of any  outstanding  Options after the
               effective  date  of  such  transaction,  and  the  price  thereof
               (subject to the  limitations of Section 425 of the Code) in order
               to preserve each Optionee's  proportionate  interest therein, and
               in order that the  aggregate  Option Price remains  unchanged.  A
               consolidation of the Company with, or sale of  substantially  all
               of the assets of the  Company  to, or the  merger of the  Company
               with, any other person (other than a  consolidation  or merger in
               which the Company is the surviving  corporation) shall cause each
               outstanding  Option to  terminate,  provided  that each  Optionee
               shall have the right  during a ten (10) day period  ending on the
               fifth day prior to such  consolidation  or merger to exercise his
               or her Options, in whole or in part, including shares as to which
               such Options would not otherwise be exercisable.

          (4)  In the  event  of a  change  in the  Common  Stock  as  presently
               constituted,  which  is  limited  to  a  change  of  all  of  its
               authorized  shares with or without par value into the same number
               of shares  with a different  par value or without par value,  the
               shares  resulting  from any such change shall be deemed to be the
               Common Stock within the meaning of the Plan.

          (5)  To the extent that the foregoing  adjustments  relate to stock or
               securities of the Company,  such adjustments shall be made by the
               Board or the Committee,  as the case may be, whose  determination
               in that respect shall be final, binding and conclusive,  provided
               that each Option granted  pursuant to this Plan and designated an
               Incentive  Stock  Option  shall not be  adjusted in a manner that
               causes the Option to fail to continue to qualify as an  Incentive
               Stock Option within the meaning of Section 422A of the Code.

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          (6)  Except as hereinbefore  expressly  provided in this Section 7(i),
               the Optionee shall have no rights by reason of any subdivision or
               consolidation  of shares of stock of any class or the  payment of
               any stock  dividend  or any other  increase  or  decrease  in the
               number  of  shares  of stock of any  class  or by  reason  of any
               dissolution, liquidation, merger, or consolidation, and any issue
               by the  Company  of shares of stock of any class,  or  securities
               convertible into shares of stock of any class,  shall not affect,
               and no  adjustment  by reason  thereof shall be made with respect
               to, the number or Option Price of shares of Common Stock  subject
               to an Option.  The grant of an Option  pursuant to the Plan shall
               not  affect in any way the right or power of the  Company to make
               adjustments, reclassification,  reorganizations or changes of its
               capital or business structure or to merge or to consolidate or to
               dissolve,  liquidate or sell,  or transfer all or any part of its
               business or assets.

          (7)  For  purposes  of the Plan,  a "change in control" of the Company
               occurs  if:  (a) any  "person"  (defined  as such term as used in
               Sections  13(d)  and  14(d)(2)  of the  Act)  is or  becomes  the
               beneficial  owner,  directly or indirectly,  of securities of the
               Company  representing  twenty five  percent  (25%) or more of the
               combined  voting power of the  Company's  outstanding  securities
               then  entitled  to vote for the  election  of  directors;  or (b)
               during any period of two  consecutive  years,  individuals who at
               the  beginning of such period  constitute  the Board of Directors
               cease for any reason to constitute  at least a majority  thereof;
               or (c) the Board of  Directors  shall  approve the sale of all or
               substantially  all of the assets of the  Company  or any  merger,
               consolidation,  issuance of securities or purchase of assets, the
               result of which would be the occurrence of any event described in
               clause (a) or (b) above.

               In the event of a change in control of the Company,  the Board or
               the  Committee,  as the  case  may  be,  in its  discretion,  may
               determine that, upon the occurrence of a transaction described in
               the preceding paragraph,  each Option outstanding hereunder shall
               terminate  within a specified  number of days after notice to the
               holder, and such holder shall receive, with respect to each share
               of Common Stock  subject to such Option,  an amount of cash equal
               to the excess of the Fair Market Value of such share  immediately
               prior to the  occurrence  of such  transaction  over the exercise
               price per share of such Option.  The provisions  contained in the
               preceding  sentence  shall be  inapplicable  to an Option granted
               within six (6) months before the  occurrence  of the  transaction
               described  above if the holder of such  Option is a  director  or
               officer of the  Company or a  beneficial  owner of the Company as
               defined in Section  16(a) of the Act,  unless such holder dies or
               becomes  disabled  (within the meaning of Section 22(e)(3) of the
               Code) prior to the expiration of such six month period.

               Alternatively,  the Board or the  Committee,  as the case may be,
               may  determine,  in its  discretion,  that all  then  outstanding
               Options shall  immediately  become  exercisable  upon a change of
               control of the Company.

     (j)  RIGHTS AS A  SHAREHOLDER.  An  Optionee or a  transferee  of an Option
          shall  have no rights as a  shareholder  with  respect  to any  shares
          covered  by his  Option  until  the  date of the  issuance  of a stock
          certificate to him for such shares.  No adjustments  shall be made for
          dividends (ordinary or extraordinary,  whether in cash,  securities or
          other property) or  distributions or other rights for which the record

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          date is prior to the date such stock certificate is issued,  except as
          provided in Section 7(i) hereof.

     (k)  OTHER  PROVISIONS.  The Option  Agreements  authorized  under the Plan
          shall contain such other provisions,  including,  without  limitation,
          (i) the imposition of restrictions upon the exercise of an Option, and
          (ii) the inclusion of any condition not inconsistent  with such Option
          qualifying  as  an  Incentive  Stock  Option,  as  the  Board  of  the
          Committee,  as the  case  may  be,  shall  deem  advisable,  including
          provisions  with respect to  compliance  with  federal and  applicable
          state securities laws.

8.   AGREEMENT BY OPTIONEE REGARDING WITHHOLDING TAXES

     (a)  No later than the date of  exercise of any Option  granted  hereunder,
          the Optionee will pay to the Company or make arrangements satisfactory
          to the Board or the Committee,  as the case may be, regarding  payment
          of any federal, state or local taxes of any kind required by law to be
          withheld upon the exercise of such Option; and

     (b)  The Company  shall,  to the extent  permitted or required by law, have
          the right to deduct from any payment of any kind  otherwise due to the
          Optionee any federal, state or local taxes of any kind required by law
          to be withheld upon the exercise of such Option.

9.   TERM OF PLAN

     Options  may be  granted  pursuant  to the Plan from time to time  within a
     period of ten (10)  years from the date on which the Plan is adopted by the
     Board,  provided  that no  Options  granted  under  the Plan  shall  become
     exercisable  unless  and until the Plan  shall  have been  approved  by the
     Company's shareholders.

10.  SAVINGS CLAUSE

     Notwithstanding  any  other  provision  hereof,  this Plan is  intended  to
     qualify as a plan pursuant to which  incentive  stock options may be issued
     under  Section 422A of the Code. If this Plan or any provision of this Plan
     shall be held to be  invalid  or fail to meet the  requirements  of Section
     422A of the Code or the regulations promulgated thereunder, such invalidity
     or failure shall not affect the remaining parts of this Plan, but rather it
     shall be construed  and enforced as if the Plan or the affected  provisions
     thereof, as the case may be, complied in all respects with the requirements
     of Section 422A of the Code.

11.  AMENDMENT AND TERMINATION OF THE PLAN

     The Board may at any time and from time to time suspend,  terminate, modify
     or amend  the Plan,  provided  that any  amendment  that  would  materially
     increase the aggregate number of shares of Common Stock as to which Options
     may be granted under the Plan, materially increase the benefits accruing to
     participants  under the Plan, or materially  modify the  requirements as to
     eligibility for  participation in the Plan shall be subject to the approval
     of the holders of a majority of the Common  Stock  issued and  outstanding,
     except  that  any such  increase  or  modification  that  may  result  from
     adjustments  authorized  by Section  7(i)  hereof  shall not  require  such
     approval.   Except  as  provided  in  Section  8  hereof,   no  suspension,
     termination, modification or amendment of the Plan may adversely affect any

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     Option  previously  granted  unless the written  consent of the Optionee is
     obtained.

     ADOPTED by the Board of Directors on March __, 1999.


                                 FILTERED SOULS ENTERTAINMENT, INC.


ATTEST:                          By: ______________________________
                                     President


______________________________
Secretary

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