Exhibit 10.31
                                                  Form of Stock Option Agreement
                               WINWIN GAMING, INC.

                                 2003 STOCK PLAN

                                 NOTICE OF GRANT

Capitalized  but  otherwise  undefined  terms in this  Notice  of Grant  and the
attached Stock Option  Agreement shall have the same defined  meanings as in the
2003 Stock Plan.

Name:                                   Address:

You have been granted an option (the  "Option") to purchase  Common Stock of the
Corporation,  subject to the terms and  conditions  of the Plan and the attached
Stock Option Agreement, as follows:

      Date of Grant:

      Vesting Commencement Date:

      Option Price per Share:           $

      Total Number of Shares Granted:

      Total Option Price:               $

      Type of Option:                   _______     Incentive Stock Option
                                        _______     Nonqualified Stock Option

      Term/Expiration Date:             Ten (10) years after Date of Grant

Vesting Schedule:
-----------------

The Option shall vest,  in whole or in part,  in  accordance  with the following
schedule:


<PAGE>


                               WINWIN GAMING, INC.

                                 2003 STOCK PLAN

                             STOCK OPTION AGREEMENT


      This  STOCK  OPTION  AGREEMENT  ("Agreement"),  dated as of the ___ day of
________,  2003  is  made  by  and  between  WINWIN  GAMING,  INC.,  a  Delaware
corporation (the "Corporation"),  and ___________________ (the "Optionee," which
term as used herein shall be deemed to include any  successor to the Optionee by
will or by the laws of  descent  and  distribution,  unless  the  context  shall
otherwise require).

                                   BACKGROUND

      Pursuant  to  the  Corporation's   2003  Stock  Plan  (the  "Plan"),   the
Corporation,  acting  through  the  Committee  of the Board of  Directors  (if a
committee  has been  formed  to  administer  the  Plan) or its  entire  Board of
Directors (if no such committee has been formed)  responsible for  administering
the Plan (in either case,  referred to herein as the "Committee"),  approved the
issuance to the Optionee,  effective as of the date set forth above,  of a stock
option to purchase  shares of Common Stock of the  Corporation at the price (the
"Option  Price") set forth in the  attached  Notice of Grant (which is expressly
incorporated  herein and made a part  hereof,  the "Notice of Grant"),  upon the
terms and conditions hereinafter set forth.

      NOW,  THEREFORE,  in consideration of the mutual premises and undertakings
hereinafter set forth, the parties hereto agree as follows:

1.    Option;  Option Price. On behalf of the Corporation,  the Committee hereby
grants to the  Optionee the option (the  "Option")  to purchase,  subject to the
terms and  conditions of this Agreement and the Plan (which is  incorporated  by
reference  herein  and  which in all  cases  shall  control  in the event of any
conflict with the terms,  definitions  and provisions of this  Agreement),  that
number of shares of Common Stock of the  Corporation  set forth in the Notice of
Grant,  at an exercise price per share equal to the Option Price as is set forth
in the Notice of Grant.  If  designated  in the Notice of Grant as an "incentive
stock option," the Option is intended to qualify for Federal income tax purposes
as an "incentive  stock option" within the meaning of Section 422 of the Code. A
copy of the Plan as in  effect  on the date  hereof  has  been  supplied  to the
Optionee, and the Optionee hereby acknowledges receipt thereof.

2. Term.  The term (the "Option  Term") of the Option shall commence on the date
of this  Agreement  and  shall  expire on the  Expiration  Date set forth in the
Notice of Grant unless such Option shall  theretofore  have been  terminated  in
accordance with the terms of the Notice of Grant, this Agreement or of the Plan.

3     Time of Exercise.

      (a) Unless  accelerated in the discretion of the Committee or as otherwise
provided  herein,  the  Option  shall  become  exercisable  during  its  term in
accordance with the Vesting Schedule set out in the Notice of Grant.  Subject to
the provisions of Sections 5 and 8 hereof, shares as to which the Option becomes
exercisable  pursuant to the foregoing  provisions  may be purchased at any time
thereafter prior to the expiration or termination of the Option.

      (b) Anything contained in this Agreement to the contrary  notwithstanding,
to the extent the Option is intended to be an Incentive Stock Option, the Option
shall not be exercisable as an Incentive Stock Option, and shall be treated as a
Non-Statutory  Option, to the extent that the aggregate Fair Market Value on the
date  hereof of all stock with  respect to which  Incentive  Stock  Options  are
exercisable  for the first time by the Optionee  during any calendar year (under
the  Plan  and  all  other  plans  of  the  Corporation,   its  parent  and  its
subsidiaries, if any) exceeds $100,000.


<PAGE>

4. Termination of Option.

      (a) The  Optionee  may  exercise  the  Option  (but only to the extent the
Option was  exercisable at the time of  termination  of the Optionee's  Business
Relationship with the Corporation, its parent or any of its subsidiaries) at any
time  within  three (3)  months  following  the  termination  of the  Optionee's
Business   Relationship  with  the  Corporation,   its  parent  or  any  of  its
subsidiaries. If the termination of the Optionee's employment is for cause or is
otherwise   attributable   to  a  breach  by  the  Optionee  of  an  employment,
non-competition,  non-disclosure or other material  agreement,  the Option shall
expire  immediately upon such  termination.  If the Optionee is a natural person
who dies while in a Business  Relationship  with the Corporation,  its parent or
any of its  subsidiaries,  this  option may be  exercised,  to the extent of the
number of shares with respect to which the Optionee  could have  exercised it on
the date of his death, by his estate,  personal representative or beneficiary to
whom this option has been  assigned  pursuant  to Section 9 of the Plan,  at any
time  within  one year  after the date of death.  If the  Optionee  is a natural
person whose Business  Relationship  with the Corporation,  its parent or any of
its  subsidiaries is terminated by reason of his disability,  this Option may be
exercised,  to the  extent of the  number of shares  with  respect  to which the
Optionee  could have  exercised  it on the date the  Business  Relationship  was
terminated, at any time within one year after the date of such termination,  but
not later than the scheduled expiration date. At the expiration of such one year
period or the scheduled expiration date,  whichever is the earlier,  this Option
shall  terminate  and the only rights  hereunder  shall be those as to which the
Option was properly exercised before such termination.

      (b) Anything contained herein to the contrary notwithstanding,  the Option
shall not be  affected  by any  change of duties  or  position  of the  Optionee
(including  a  transfer  to or from the  Corporation,  its  parent or any of its
subsidiaries) so long as the Optionee continues in a Business  Relationship with
the Corporation, its parent or any of its subsidiaries.

5.    Procedure for Exercise.

      (a) The Option may be  exercised,  from time to time,  in whole or in part
(but for the purchase of whole shares only),  by delivery of a written notice in
the form  attached as Exhibit A hereto (the  "Notice")  from the Optionee to the
Secretary of the Corporation, which Notice shall:

            (i) state that the Optionee elects to exercise the Option;

            (ii) state the number of shares with  respect to which the Option is
being exercised (the "Optioned Shares");

            (iii) state the method of payment for the Optioned  Shares  pursuant
to Section 5(b);

            (iv) state the date upon which the  Optionee  desires to  consummate
the purchase of the Optioned Shares (which date must be prior to the termination
of such Option and no later than 30 days from the delivery of such Notice);

            (v) include  any  representations  of the  Optionee  required  under
Section 8(b);

            (vi) if the Option shall be exercised in  accordance  with Section 9
of the Plan by any  person  other than the  Optionee,  include  evidence  to the
satisfaction  of the  Committee  of the  right of such  person to  exercise  the
Option; and

      (b)  Payment of the Option  Price for the  Optioned  Shares  shall be made
either (i) by delivery of cash or a check to the order of the  Corporation in an
amount equal to the Option Price, (ii) if approved by the Committee, by delivery
to the  Corporation of shares of Common Stock of the  Corporation  having a Fair
Market Value on the date of exercise  equal in amount to the Option Price of the
options  being  exercised,   (iii)  by  any  other  means  (including,   without
limitation,  by delivery of a promissory  note of the  Optionee  payable on such
terms as are specified by the Board of  Directors)  which the Board of Directors
determines are consistent  with the purpose of the Plan and with applicable laws
and regulations (including, without limitation, the provisions of Rule 16b-3 and
Regulation  T  promulgated  by  the  Federal  Reserve  Board),  or  (iv)  by any
combination of such methods of payment. Notwithstanding any provisions herein to

                                       2
<PAGE>

the  contrary,  if approved by the Committee and if the Fair Market Value of one
share of Common  Stock of the  Corporation  is greater than the Option Price (at
the date of calculation as set forth below),  in lieu of paying the Option Price
in cash,  the  Optionee  may  elect to  receive  shares  equal to the  value (as
determined  below) of the Optioned Shares by delivering  notice of such election
to the Corporation in which event the Corporation  shall issue to the Optionee a
number of shares of Common Stock computed using the following formula:

            X = Y(A-B)
                  A
      Where       X = the  number of shares of Common  Stock to be issued to the
                      Optionee
                  Y = the number of Optioned Shares
                  A = the Fair Market Value of one share of Common Stock (at the
                      date of such calculation)

                  B = Option Price (as adjusted to the date of such calculation)

      (c) The  Corporation  shall issue a stock  certificate  in the name of the
Optionee  (or such other person  exercising  the Option in  accordance  with the
provisions  of  Section  9 of the  Plan)  for  the  Optioned  Shares  as soon as
practicable  after  receipt of the Notice and  payment of the  aggregate  Option
Price for such shares.

6. No Rights as a  Stockholder.  The Optionee shall not have any privileges of a
stockholder  of the  Corporation  with respect to any Optioned  Shares until the
date of issuance of a stock certificate pursuant to Section 5(c).

7. Adjustments.  The Plan contains  provisions covering the treatment of options
in a number of contingencies such as stock splits and mergers. Provisions in the
Plan for  adjustment  with  respect to stock  subject to options and the related
provisions  with respect to  successors to the business of the  Corporation  are
hereby made applicable  hereunder and are incorporated  herein by reference.  In
general,  the  Optionee  should  not  assume  that  options  would  survive  the
acquisition of the Corporation.

8. Additional Provisions Related to Exercise.

      (a) The Option shall be exercisable  only on such date or dates and during
such  period and for such  number of shares of Common  Stock as are set forth in
this Agreement.

      (b) To exercise the Option,  the Optionee  shall follow the procedures set
forth in Section 5 hereof.  Upon the exercise of the Option at a time when there
is not in effect a registration  statement  under the Securities Act of 1933, as
amended (the "Securities Act"),  relating to the shares of Common Stock issuable
upon exercise of the Option, the Committee in its discretion may, as a condition
to the exercise of the Option, require the Optionee (i) to execute an Investment
Representation Statement substantially in the form set forth in Exhibit B hereto
and  (ii) to make  such  other  representations  and  warranties  as are  deemed
appropriate by counsel to the Corporation.

      (c) Stock certificates  representing  shares of Common Stock acquired upon
the exercise of Options that have not been  registered  under the Securities Act
shall,  if required by the  Committee,  bear an appropriate  restrictive  legend
referring to the  Securities  Act. No shares of Common Stock shall be issued and
delivered  upon the  exercise  of the Option  unless  and until the  Corporation
and/or the Optionee  shall have  complied with all  applicable  Federal or state
registration,   listing  and/or   qualification   requirements   and  all  other
requirements of law or of any regulatory agencies having jurisdiction.

9. No Evidence of Employment or Service.  Nothing  contained in the Plan or this
Agreement  shall  confer upon the  Optionee  any right to continue in a Business
Relationship  with the  Corporation,  its parent or any of its  subsidiaries  or

                                       3
<PAGE>

interfere  in any way  with the  right of the  Corporation,  its  parent  or its
subsidiaries (subject to the terms of any separate agreement to the contrary) to
terminate the Optionee's  Business  Relationship  or to increase or decrease the
Optionee's compensation at any time.

10.  Restriction  on  Transfer.  The  Option  may not be  transferred,  pledged,
assigned,  hypothecated  or  otherwise  disposed of in any way by the  Optionee,
except by will or by the laws of descent and distribution,  and may be exercised
during the lifetime of the Optionee only by the Optionee.  If the Optionee dies,
the Option  shall  thereafter  be  exercisable,  during the period  specified in
Section 4, by his  executors or  administrators  to the full extent to which the
Option was  exercisable  by the  Optionee  at the time of his death.  The Option
shall not be subject to execution,  attachment or similar process. Any attempted
assignment,  transfer, pledge,  hypothecation or other disposition of the Option
contrary to the provisions hereof, and the levy of any execution,  attachment or
similar process upon the Option,  shall be null and void and without effect. The
words  "transfer"  and "dispose"  include  without  limitation the making of any
sale,   exchange,   assignment,   gift,  security  interest,   pledge  or  other
encumbrance,  or any contract  therefor,  any voting trust or other agreement or
arrangement  with  respect  to the  transfer  of  any  interest,  beneficial  or
otherwise,  in the Option,  the creation of any other claim thereto or any other
transfer or disposition whatsoever, whether voluntary or involuntary,  affecting
the right, title, interest or possession with respect to the Option.

11. Specific Performance. Optionee expressly agrees that the Corporation will be
irreparably  damaged if the  provisions  of this  Agreement and the Plan are not
specifically  enforced.  Upon a  breach  or  threatened  breach  of  the  terms,
covenants and/or  conditions of this Agreement or the Plan by the Optionee,  the
Corporation shall, in addition to all other remedies, be entitled to a temporary
or permanent  injunction,  without showing any actual damage,  and/or decree for
specific performance,  in accordance with the provisions hereof and thereof. The
Board of Directors  shall have the power to determine what  constitutes a breach
or  threatened  breach of this  Agreement or the Plan.  Any such  determinations
shall be final and conclusive and binding upon the Optionee.

12.  Disqualifying  Dispositions.  To the extent the Option is intended to be an
Incentive  Stock Option,  and if the Optioned  Shares are disposed of within two
years  following the date of this  Agreement or one year  following the issuance
thereof to the Optionee (a  "Disqualifying  Disposition"),  the Optionee  shall,
immediately prior to such Disqualifying  Disposition,  notify the Corporation in
writing of the date and terms of such Disqualifying Disposition and provide such
other information regarding the Disqualifying Disposition as the Corporation may
reasonably require.

13. Notices. All notices or other communications which are required or permitted
hereunder shall be in writing and sufficient if (i) personally delivered or sent
by telecopy, (ii) sent by nationally-recognized  overnight courier or (iii) sent
by registered or certified  mail,  postage  prepaid,  return receipt  requested,
addressed as follows:

      if to the Optionee,  to the address (or telecopy  number) set forth on the
Notice of Grant; and


                                       4
<PAGE>

      if to the Corporation, to:

      WinWin Gaming, Inc.
      2804 Whispering Wind Drive
      Las Vegas, Nevada  89117
      Facsimile: 702-233-4189
      Attention: Corporate Secretary
      (Or, if different,  the address  indicated as the principal address of the
      Corporation  in the most recent report filed by the  Corporation  with the
      Securities and Exchange Commission)

      with a copy (which shall not constitute notice) to:

      Louis A. Bevilacqua, Esq.
      Thelen Reid & Priest LLP
      701 Pennsylvania Avenue, NW
      Washington, DC  20004
      Facsimile: 202-654-1804

      or to such other  address  as the party to whom  notice is to be given may
have  furnished to the other party in writing in accordance  herewith.  Any such
communication  shall  be  deemed  to have  been  given  (i) when  delivered,  if
personally  delivered,  or when  telecopied,  if  telecopied,  (ii) on the first
Business   Day   (as   hereinafter   defined)   after   dispatch,   if  sent  by
nationally-recognized  overnight  courier  and (iii) on the third  Business  Day
following the date on which the piece of mail containing such  communication  is
posted, if sent by mail. As used herein,  "Business Day" means a day that is not
a Saturday,  Sunday or a day on which banking  institutions in the city to which
the notice or communication is to be sent are not required to be open.

14. No Waiver.  No waiver of any breach or condition of this Agreement  shall be
deemed to be a waiver of any other or subsequent breach or condition, whether of
like or different nature.

15. Optionee Undertaking. The Optionee hereby agrees to take whatever additional
actions and execute  whatever  additional  documents the  Corporation may in its
reasonable  judgment deem necessary or advisable in order to carry out or effect
one or more of the obligations or restrictions  imposed on the Optionee pursuant
to the express provisions of this Agreement.

16.  Modification  of  Rights.  The  rights  of  the  Optionee  are  subject  to
modification and termination in certain events as provided in this Agreement and
the Plan.

17.  Governing  Law.  This  Agreement  shall be governed  by, and  construed  in
accordance with, the laws of the State of Delaware  applicable to contracts made
and to be wholly  performed  therein,  without giving effect to its conflicts of
laws principles.

18. Counterparts;  Facsimile Execution. This Agreement may be executed in one or
more counterparts,  each of which shall be deemed to be an original,  but all of
which together shall constitute one and the same instrument. Facsimile execution
and  delivery  of this  Agreement  is legal,  valid and  binding  execution  and
delivery for all purposes.

19. Entire  Agreement.  This  Agreement  (including the Notice of Grant) and the
Plan, and, upon execution, the Notice and Investment  Representation  Statement,
constitute the entire agreement  between the parties with respect to the subject
matter  hereof,  and  supersede  all  previously  written or oral  negotiations,
commitments, representations and agreements with respect thereto.

20.  Severability.  In the event one or more of the provisions of this Agreement
should,  for any reason, be held to be invalid,  illegal or unenforceable in any
respect,  such invalidity,  illegality or unenforceability  shall not affect any

                                       5
<PAGE>

other provisions of this Agreement,  and this Agreement shall be construed as if
such  invalid,  illegal or  unenforceable  provision  had never  been  contained
herein.

21.  WAIVER OF JURY  TRIAL.  THE  OPTIONEE  HEREBY  EXPRESSLY,  IRREVOCABLY  AND
UNCONDITIONALLY  WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING
TO THIS AGREEMENT AND FOR ANY COUNTERCLAIM THEREIN.


                            [signature page follows]


                                       6
<PAGE>



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

                                WINWIN GAMING, INC.


                                By:
                                   ---------------------------------
                                   Name:
                                   Title:


                                Optionee:


                                ------------------------------
                                Name:



                                       7
<PAGE>




                                NOTE RE: EXHIBITS
                                -----------------


                        EXHIBITS A AND B ARE TO BE SIGNED

                           WHEN OPTIONS ARE EXERCISED,
                           ---------------------------

                      NOT WHEN OPTION AGREEMENT IS SIGNED.
                      ------------------------------------



<PAGE>


                                   EXHIBIT A
                                   ---------

                               WINWIN GAMING, INC.

                                 2003 STOCK PLAN

                                 EXERCISE NOTICE
                                 ---------------

WinWin Gaming, Inc.
Attention:  Chief Executive Officer

            1.     Exercise    of    Option.     Effective    as    of    today,
_______________________,  20__ , the undersigned (the "Optionee")  hereby elects
to exercise the  Optionee's  option to purchase  ________________  shares of the
Common Stock (the "Shares") of WinWin Gaming, Inc. (the "Corporation") under and
pursuant  to the 2003 Stock Plan (the  "Plan")  and the Stock  Option  Agreement
dated _________ (the "Stock Option Agreement"),  with the purchase of the Shares
to be consummated on ______________ ___, ____ (the "Effective Date"), which date
is prior to the  termination  of the  Option  and no later than 30 days from the
date of delivery of this Notice.

            2. Representations of the Optionee.  The Optionee  acknowledges that
the Optionee has  received,  read and  understood  the Plan and the Stock Option
Agreement and agrees to abide by and be bound by their terms and conditions.

            3. Rights as  Shareholder.  Until the stock  certificate  evidencing
such Shares is issued (as evidenced by the appropriate entry on the books of the
Corporation or of a duly authorized transfer agent of the Corporation), no right
to vote or receive  dividends or any other rights as a  stockholder  shall exist
with  respect to the Shares,  notwithstanding  the  exercise of the Option.  The
Corporation shall issue (or cause to be issued) such stock certificate  promptly
after the Effective  Date,  provided the applicable  price has been paid and the
required documents have been received. 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 otherwise provided in the Plan.

            4. Tax Consultation.  The Optionee understands that the Optionee may
suffer  adverse  tax  consequences  as a result of the  Optionee's  purchase  or
disposition  of the  Shares.  The  Optionee  represents  that the  Optionee  has
consulted with any tax  consultants  the Optionee deems  advisable in connection
with the  purchase  or  disposition  of the Shares and that the  Optionee is not
relying on the Corporation for any tax advice.

            5.  Successors and Assigns.  The  Corporation  may assign any of its
rights under the Stock Option Agreement to single or multiple assignees (who may
be  stockholders,   officers,   directors,   employees  or  consultants  of  the
Corporation),  and this  Agreement  shall inure to the benefit of the successors
and assigns of the  Corporation.  Subject to the  restrictions  on transfer  set
forth in the Stock Option  Agreement,  this Agreement  shall be binding upon the
Optionee  and  his or  her  heirs,  executors,  administrators,  successors  and
assigns.

            6. Interpretation. Any dispute regarding the interpretations of this
Agreement shall be submitted by the Optionee or by the Corporation  forthwith to
the Committee,  which shall review such dispute at its next regular meeting. The
resolution of such a dispute by the Committee  shall be final and binding on the
Corporation and on the Optionee.

            7. Governing  Laws:  Severability.  This Agreement shall be governed
by,  and  construed  in  accordance  with,  the laws of the  State  of  Delaware
applicable to contracts made and to be wholly performed therein,  without giving
effect  to its  conflicts  of laws  principles.  Should  any  provision  of this
Agreement be  determined by a court of law to be illegal or  unenforceable,  the
other   provisions  shall   nevertheless   remain  effective  and  shall  remain
enforceable.


<PAGE>

            8.  Notices.  Any notice  required or permitted  hereunder  shall be
given in writing  and shall be deemed  effectively  given if given in the manner
specified in the Stock Option Agreement.

            9. Further  Instruments.  The parties  agree to execute such further
instruments  and to take such further  action as may be reasonably  necessary to
carry out the purposes and intent of this Agreement.

            10.  Delivery  of Payment.  The  Optionee  herewith  delivers to the
Corporation the full Option Price for the Shares.

            11. Entire  Agreement.  The Plan, the Notice of Grant, and the Stock
Option Agreement are incorporated herein by reference. This Agreement, the Plan,
the  Notice  of  Grant,   the  Stock  Option   Agreement,   and  the  Investment
Representation  Statement  constitute  the entire  agreement  of the parties and
supersede  in their  entirety  all  prior  undertakings  and  agreements  of the
Corporation and the Optionee with respect to the subject matter hereof.

Submitted by:                           Accepted by:

OPTIONEE:                               WINWIN GAMING, INC.


                                        By:
                                           -----------------------------

                                        Its:
-----------------------------               -----------------------------
Name:





                                       2
<PAGE>


                                                                       EXHIBIT B
                                                                       ---------

                                2003 STOCK PLAN

                      INVESTMENT REPRESENTATION STATEMENT
                      -----------------------------------

OPTIONEE          :     ___________________________________

CORPORATION       :     WINWIN GAMING, INC.

SECURITY          :     Common Stock

AMOUNT            :     ___________________________________

DATE              :     ___________________________________

In connection with the purchase of the above-listed Securities,  the undersigned
Optionee represents to the Corporation the following:

      (a) The  Optionee  is  aware of the  Corporation's  business  affairs  and
financial   condition  and  has  acquired   sufficient   information  about  the
Corporation  to reach an  informed  and  knowledgeable  decision  to acquire the
Securities.  The Optionee is acquiring  these  Securities for investment for the
Optionee's  own account only and not with a view to, or for resale in connection
with, a "distribution" thereof within the meaning of the Securities Act of 1933,
as amended (the "Securities Act").

      (b)  The  Optionee   acknowledges  and  understands  that  the  Securities
constitute  "restricted  securities"  under the Securities Act and have not been
registered  under the  Securities  Act in  reliance  upon a  specific  exemption
therefrom,  which  exemption  depends upon,  among other  things,  the bona fide
nature  of the  Optionee's  investment  intent  as  expressed  herein.  In  this
connection,  the Optionee  understands  that, in the view of the  Securities and
Exchange  Commission,  the statutory basis for such exemption may be unavailable
if the Optionee's  representation was predicated solely upon a present intention
to hold these  Securities for the minimum  capital gains period  specified under
tax statutes,  for a deferred  sale, for or until an increase or decrease in the
market price of the  Securities,  or for a period of one year or any other fixed
period in the future. The Optionee further  understands that the Securities must
be  held  indefinitely  unless  they  are  subsequently   registered  under  the
Securities Act or an exemption from such registration is available. The Optionee
further acknowledges and understands that the Corporation is under no obligation
to register  the  Securities.  The  Optionee  understands  that the  certificate
evidencing  the Securities  will be imprinted with a legend which  prohibits the
transfer of the Securities  unless they are registered or such  registration  is
not required in the opinion of counsel satisfactory to the Corporation and other
legends required under the applicable state or federal securities laws.


Signature of Optionee: _____________________________

Date:__________________




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