<PAGE>

                                                                     Exhibit 4.2

THE  CORPORATION  WILL NOT TRANSFER THIS OPTION OR THE UNDERLYING  COMMON SHARES
UNLESS  (i) THERE IS AN  EFFECTIVE  REGISTRATION  COVERING  SUCH  OPTION OR SUCH
SHARES,  AS THE CASE MAY BE,  UNDER THE  SECURITIES  ACT OF 1933 AND  APPLICABLE
STATES  SECURITIES  LAWS,  (ii) IT FIRST  RECEIVES  A LETTER  FROM AN  ATTORNEY,
ACCEPTABLE TO THE BOARD OF DIRECTORS OR ITS AGENTS,  STATING THAT IN THE OPINION
OF THE  ATTORNEY  THE PROPOSED  TRANSFER IS EXEMPT FROM  REGISTRATION  UNDER THE
SECURITIES ACT OF 1933 AND UNDER ALL APPLICABLE  STATE SECURITIES LAWS, OR (iii)
THE TRANSFER IS MADE PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933.

Void after 5:00 pm, New York Time on October 18, 2010.

                        OPTION TO PURCHASE COMMON SHARES

                                       OF

                                SPATIALIGHT, INC.

         THIS  IS  TO  CERTIFY  THAT,  FOR  VALUE  RECEIVED,   Robert  A.  Olins
("Optionee") is entitled to purchase,  subject to the provisions of this Option,
from Spatialight,  Inc., a New York corporation ("Corporation"),  at the closing
price on the NASDAQ Small Cap Market on October 18, 2000 which equaled $1.50 per
Share, up to 750,000 common shares of the Corporation, $0.01 per share par value
("Shares")  at any time  during the  period  commencing  on the date  hereof and
terminating  at 5:00 p.m.,  New York  Time,  on October  18,  2010 (the  "Option
Termination  Date"). The Shares deliverable upon the exercise of this Option are
hereinafter  sometimes  referred to as the "Underlying  Shares" and the exercise
price of this Option to purchase one Share is hereinafter  sometimes referred to
as the "Exercise Price." The Shares deliverable upon the exercise of the Options
are hereinafter sometimes also referred to as the "Option Shares."

         The Board of Directors of the  Corporation  authorized  the granting of
the Option on and as of October 18, 2000.

         This Option shall not be, nor is it intended to be, an "Incentive Stock
Option" within the meaning of Section 422(b) of the U.S.  Internal Revenue Code.
This Option shall be deemed a Non-Statutory stock option.

         This Option is not  granted  under,  and shall not be governed  by, the
"Spatialight,  Inc. 1999 Stock Option Plan" or the "1993  Nonstatutory  Employee
Stock  Option  Plan" of the  Corporation  or any other stock option plans now in
effect  or  hereafter  adopted  by the  Corporation,  but  this  Option  and the
Underlying  Shares shall be entitled to the benefits of  registration  under the
Securities Act to the extent of and in accordance with the provisions of Section
11(b) hereof.

SECTION 1. CONSIDERATION. This Option is granted to Optionee in consideration of
services  rendered by Optionee since June 16, 2000 to the  Corporation as Acting
Chief Executive  Officer  without  receiving any  compensation  for his services

<PAGE>

(except  for  this  Option)  and  this  Option  shall   constitute  the  maximum
compensation  to  which  Optionee  shall be  entitled  for his  services  to the
Corporation  as the Acting  Chief  Executive  Officer  or in any other  capacity
through March 31, 2001, but Optionee shall be entitled to retain this Option and
all of the benefits conferred by the Option, including the right to purchase the
Option  Shares upon  exercise  hereof,  in whole or in part,  upon the terms and
conditions set forth herein regardless of whether or not the Optionee  continues
to  serve  as  Acting  Chief  Executive  Officer  or  renders  services  to  the
Corporation in any other capacity through March 31, 2001.

SECTION 2. RESERVATION AND STATUS OF SHARES.  The Corporation hereby agrees that
at all times there shall be reserved for issuance and delivery  upon exercise of
this  Option such number of its Shares as shall be  required  for  issuance  and
delivery  upon  exercise of this Option,  and that such  Shares,  when issued in
accordance with the terms of this Option,  shall be validly issued,  fully paid,
and non-assessable.

SECTION  3.  FRACTIONAL  SHARES.   Fractional  Shares  or  script   representing
fractional Shares may be issued upon the exercise of this Option.

SECTION 4. EXERCISE OF THE OPTION

                  (a) Method of Exercise. Subject to the provisions hereof, this
         Option  may be  exercised,  in  whole  or in part,  during  the  period
         commencing on the date hereof and terminating on the Option Termination
         Date, by  presentation  and surrender  hereof to the Corporation at its
         principal office, or at the office of its stock transfer agent, if any,
         with the  Option  Exercise  Form  annexed  hereto  as  Exhibit  A, duly
         executed and  accompanied  by payment of the Exercise  Price (by any of
         the means  permitted  under  this  Section  4) for the number of Shares
         specified in such form.  Upon receipt by the Corporation of this Option
         at  its  principal  office,  or by  the  stock  transfer  agent  of the
         Corporation,  if any, at its office,  in proper form for exercise,  the
         Optionee  shall be  deemed to be the  holder  of  record of the  Option
         Shares  issuable  upon such  exercise,  notwithstanding  that the Share
         transfer  books  of the  Corporation  shall  then  be  closed  or  that
         certificates representing such Option Shares shall not then be actually
         delivered to the Optionee.

                  (b) Payment of Exercise  Price.  Except as otherwise  provided
         below, payment of the aggregate Exercise Price for the number of Shares
         for which the Option is being  exercised  shall be made (i) in cash, by
         check,  or  cash  equivalent,   (ii)  by  tender  to  the  Company,  or
         attestation  to the  ownership,  of whole  Shares owned by the Optionee
         having a fair market value (as determined by the Company without regard
         to any  restrictions  on  transferability  applicable to such Shares by
         reason  of  federal  or state  securities  laws or  agreements  with an
         underwriter  for the  Company)  not less  than the  aggregate  Exercise
         Price,  (iii) by means of a  Cashless  Exercise,  as defined in Section
         4(c)(ii), or (iv) by any combination of the foregoing.


                                       2
<PAGE>


                  (c) Limitations on Forms of Consideration.

                  (i)  Tender of  Shares.  Notwithstanding  the  foregoing,  the
         Option may not be exercised by tender to the Company, or attestation to
         the ownership,  of Shares to the extent such tender,  or attestation to
         the ownership, of Shares would constitute a violation of the provisions
         of any law,  regulation or agreement  restricting the redemption of the
         Company's  Shares.  (The Option may not be  exercised  by tender to the
         Company, or attestation to the ownership,  of Shares unless such Shares
         beneficially  have  been  owned by the  Optionee  for more than six (6)
         months).

                  (ii)  Cashless  Exercise.  A  "Cashless  Exercise"  means  the
         assignment  in a form  acceptable  to the Company of the  proceeds of a
         sale or loan with  respect to some or all of the Shares  acquired  upon
         the exercise of the Option pursuant to a program or procedure  approved
         by the  Company  (including,  without  limitation,  through an exercise
         complying with the provisions of Regulation T as promulgated  from time
         to time by the Board of Governors of the Federal Reserve  System).  The
         Company  reserves,  at any and all times,  the right,  in the Company's
         sole and absolute  discretion,  to decline to approve or terminate  any
         such  program  or  procedure.   Generally,  and  without  limiting  the
         Company's  absolute  discretion,  a  Cashless  Exercise  will  only  be
         permitted at such times during which the Shares  underlying this Option
         are publicly traded.

         (d)  Undertaking  With  Respect  to Tax  Obligations.  At the  time  of
         exercise of this Option, in whole or in part, or at any time thereafter
         as requested by the  Corporation,  the Optionee  shall  undertake to be
         responsible  for, to pay any to hold the Corporation  harmless from and
         against any  liabilities  for any sums required to satisfy any federal,
         state,  local and/or  foreign tax  obligations  (including  withholding
         obligations, if any) arising upon the exercise, in whole or in part, of
         this Option, the transfer, in whole or in party, of any Shares acquired
         upon  exercise of this Option or the operation of any law or regulation
         applicable to this Option or the exercise thereof, in whole or in part.
         Such  undertaking by the Option shall be in writing in form  reasonably
         satisfactory  to the Corporation and shall be submitted by the Optionee
         to the Corporation at such time as the Optionee  exercises this Option,
         in whole or in part.

         (e)  Condition to Grant and  Exercisability.  Notwithstanding  anything
         contained herein to the contrary,  in order to satisfy certain relevant
         legal and regulatory requirements, the grant and vesting of this Option
         shall be subject  to  ratification  and  approval  by the  holders of a
         majority  of the  Corporation's  then  outstanding  Shares,  and if the
         holders of such majority of the Corporation's  then outstanding  Shares
         do not ratify and  approve  the grant of this Option at the next Annual
         or Special Meeting of  Shareholders  of the  Corporation  within twelve
         (12) months after the date  hereof,  the Options  granted  hereby shall
         automatically terminate, be canceled in their entirety and the Optionee
         shall forfeit all rights with respect  thereto or otherwise  under this
         Agreement and this Option shall be of no further force of effect. Prior
         to  ratification  and  approval by the  Corporation's  Shareholders  as
         hereinabove provided, this Option shall not be exercisable, in whole or
         in part.



                                       3
<PAGE>


SECTION 5. EXCHANGE OR LOSS OF OPTION.


         (a) This Option is exchangeable,  without expense, at the option of the
         Optionee,  upon presentation and surrender hereof to the Corporation at
         its principal  office, or at the office of its stock transfer agent, if
         any,  for  other  Options  of  different  denominations  entitling  the
         Optionee  to  purchase,  in the  aggregate,  the same  number of Shares
         purchasable hereunder.

         (b) Upon receipt by the Corporation of an affidavit of loss which shall
         constitute evidence satisfactory to the Corporation of the loss, theft,
         destruction,  or  mutilation  of this  Option and (in the case of loss,
         theft, or destruction) of reasonably satisfactory indemnification,  and
         (in the case of  mutilation)  upon surrender and  cancellation  of this
         Option,  the Corporation  will execute and deliver a new Option,  which
         shall  constitute an additional  contractual  obligation on the part of
         the Corporation, whether or not this Option so lost, stolen, destroyed,
         or mutilated shall be at any time enforceable by anyone.

SECTION 6. NON-TRANSFER AND TERMINATION OF THE OPTION.

         (a)  Nontransferability  of the  Option.  The Option  may be  exercised
         during  the  lifetime  of the  Optionee  only  by the  Optionee  or the
         Optionee's guardian or legal  representative and may not be assigned or
         transferred  in any manner except by will or by the laws of descent and
         distribution.  Following the death of the Optionee,  the Option, to the
         extent  provided in Section  6(c),  may be exercised by the  Optionee's
         legal  representative  or by any  person  empowered  to do so under the
         deceased  Optionee's  will or under the then applicable laws of descent
         and distribution.

         (b)  Termination of the Option.  The Option shall  terminate and may no
         longer be exercised after the Option Termination Date.

SECTION 7. RIGHTS OF THE  OPTIONEE.  Except as provided in the last  sentence of
Section 1, the Optionee shall not, by virtue  hereof,  be entitled to any rights
as a shareholder in the Corporation,  either at law or equity. The rights of the
Optionee are limited to those  expressed in this Option and are not  enforceable
against the Corporation except to the extent set forth herein.

SECTION  8.  ANTI-DILUTION  PROVISIONS.   The  number  and  kind  of  securities
purchasable  upon the  exercise of this Option and the  Exercise  Price shall be
subject to adjustment from time to time as follows:

         (a) Reclassification of Shares. In case the Corporation shall (i) pay a
         dividend or make a distribution  on the  outstanding  Shares payable in
         Shares,  (ii) subdivide the outstanding Shares into a greater number of
         Shares,  (iii) combine the  outstanding  Shares into a lesser number of
         Shares,  or  (iv)  issue  by  reclassification  of  the  Shares  of the
         Corporation,  the Optionee of this Option shall thereafter be entitled,
         upon exercise,  to receive the number and kind of Shares which, if this
         Option had been  exercised  immediately  prior to the happening of such
         event,  the  Optionee  would  have owned  upon such  exercise  and been
         entitled  to receive  upon such  dividend,  distribution,  subdivision,


                                       4
<PAGE>


         combination,   or   reclassification.   Such  adjustment  shall  become
         effective  on the  day  next  following  (x)  the  record  date of such
         dividend or  distribution  or (y) the day upon which such  subdivision,
         combination, or reclassification shall become effective.

         (b) Consolidation,  Merger or Sale of the Corporation or its Assets. In
         case the  Corporation  shall  consolidate or merge into or with another
         corporation,  or in case the  Corporation  shall  sell or convey to any
         other  person or persons all or  substantially  all the property of the
         Corporation,  the Optionee shall thereafter be entitled, upon exercise,
         to receive  the kind and  amount of common  shares,  other  securities,
         cash, and property receivable upon such consolidation, merger, sale, or
         conveyance  by a holder of the number of Common Shares which might have
         been purchased upon exercise of this Option  immediately  prior to such
         consolidation,  merger,  sale, or  conveyance,  and shall have no other
         conversion  rights.  In any such event,  effective  provision  shall be
         made, in the certificate or articles of  incorporation of the resulting
         or surviving corporation,  in any contracts of sale and conveyance,  or
         otherwise so that,  so far as  appropriate  and as nearly as reasonably
         may be,  the  provisions  set forth  herein for the  protection  of the
         rights  of the  Optionee  of  this  Option  shall  thereafter  be  made
         applicable.

         (c)  Adjustment  of  Exercise  Price.  Whenever  the  number  of Shares
         purchasable  upon exercise of this Option is adjusted  pursuant to this
         Section   8,  the   Exercise   Price  per  Share   shall  be   adjusted
         simultaneously  by multiplying  that Exercise Price per Share in effect
         immediately  prior to such  adjustment  by a  fraction,  of  which  the
         numerator  shall be the number of Shares  purchasable  upon exercise of
         this  Option  immediately  prior to such  adjustment,  and of which the
         denominator  shall be the number of Shares so  purchasable  immediately
         after such  adjustment,  so that the aggregate  exercise  price of this
         Option remains the same.

         (d) Fractional  Shares. No adjustment in the number of Shares which may
         be purchased upon exercise of this Option shall be required unless such
         adjustment  would require an increase or decrease of more than .50 of a
         share in the number of the Shares which may be so  purchased  provided,
         however,  that any  adjustment  which by reason of this Section 8(d) is
         not required to be made shall be carried forward cumulatively and taken
         into account in any subsequent calculation. All calculations under this
         Section  8  shall  be  made  to the  nearest  cent  or to  the  nearest
         one-hundredth of a share, as the case may be.

         (e)  Distributions.  In the event  that at any time,  as a result of an
         adjustment  made pursuant to this Section 8, the Optionee  shall become
         entitled to receive  upon  exercise of this Option cash,  property,  or
         securities other than Shares, then references to Shares in this Section
         8 shall be deemed to apply,  so far as appropriate and as nearly as may
         be, to such cash, property, or other securities.

         (f) Form of Options.  Irrespective  of any  adjustments in the Exercise
         Price or in the number or kind of Shares  purchasable  upon exercise of
         this Option,  the form of Options  theretofore or thereafter issued may
         continue to express the same price and number and kind of Shares as are
         stated in this Option.

SECTION 9.  OFFICER'S  CERTIFICATE.  Whenever  the number or kind of  securities
purchasable upon exercise of this Option or the Exercise Price shall be adjusted
as required by the provisions of Section 8, the Corporation shall forthwith file
with its Secretary or Assistant  Secretary at its



                                       5
<PAGE>


principal  office  and with its  stock  transfer  agent,  if any,  an  officer's
certificate showing the adjusted number and kind of securities  purchasable upon
exercise of this Option and the adjusted  Exercise  Price  determined  as herein
provided and setting forth in reasonable detail such facts as shall be necessary
to show the reason for and the manner of computing such  adjustments.  Each such
officer's  certificate  shall be made  available  at all  reasonable  times  for
inspection by the Optionee and the Corporation shall,  forthwith after each such
adjustment, mail by certified mail a copy of such certificate to the Optionee.

SECTION 10. NOTICES TO OPTIONEE. So long as this Option shall be outstanding, if
the Corporation  shall propose to take any action that would cause an adjustment
to be made pursuant to Section 8, the  Corporation  shall mail by certified mail
to the Optionee,  before,  or no later than 15 days after, the day on which such
adjustment would become  effective,  a notice setting forth in reasonable detail
the action so taken.

SECTION 11. (A) RESTRICTIONS ON GRANT OF THE OPTION AND ISSUANCE OF SHARES.  The
grant of the Option and the issuance of Shares upon exercise of the Option shall
be subject to compliance with all applicable  requirements of federal,  state or
foreign law with respect to such securities.  The Option may not be exercised if
the  issuance of Shares  upon  exercise  would  constitute  a  violation  of any
applicable federal, state or foreign securities laws or other law or regulations
or the requirements of any stock exchange or market system upon which the Shares
may then be listed.  In addition,  the Option may not be exercised  unless (i) a
registration statement under the Securities Act shall at the time of exercise of
the Option be in effect with respect to the Shares issuable upon exercise of the
Option or (ii) in the  opinion  of legal  counsel  to the  Company,  the  Shares
issuable upon exercise of the Option may be issued in accordance  with the terms
of an applicable exemption from the registration  requirements of the Securities
Act. THE OPTIONEE IS CAUTIONED  THAT THE OPTION MAY NOT BE EXERCISED  UNLESS THE
FOREGOING CONDITIONS ARE SATISFIED. ACCORDINGLY, THE OPTIONEE MAY NOT BE ABLE TO
EXERCISE THE OPTION WHEN DESIRED EVEN THOUGH THE OPTION IS VESTED. The inability
of the  Company to obtain  from any  regulatory  body  having  jurisdiction  the
authority,  if any, deemed by the Company's legal counsel to be necessary to the
lawful  issuance and sale of any Shares  subject to the Option 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.  As a
condition to the exercise of the Option, the Company may require the Optionee to
satisfy any  qualifications  that may be necessary or  appropriate,  to evidence
compliance with any applicable law or regulation and to make any  representation
or warranty with respect thereto as may be requested by the Company.

(B) It is intended that this Option and all of the Underlying Shares shall be

included in the Corporation's existing Form S-8 Registration Statement or if not
so  included,  such Form S-8  Registration  Statement  is to be amended for that
purpose (or a separate Form S-8  Registration  Statement (or its successor Form)
is to be filed by the  Corporation) and rendered under the Securities Act by not
later than three business days after the date of convening the Annual or Special
Meeting of Shareholders of the Corporation referred to in Section 4(e) hereof.

SECTION 12. NOTICE. Any notice or other  communication  required or permitted to
be given  hereunder  shall be in writing and shall be mailed by certified  mail,
return receipt requested,  or delivered against receipt, if to the Optionee,  to
Robert A.  Olins,14  East 82nd  Street,  New York,  New York 10028 and if to the
Corporation,  at its principal  office,  Spatialight,  Inc., 9



                                       6
<PAGE>

Commercial  Blvd.,  Suite 200, Novato,  CA 94949 or to such other addresses as a
party  shall  notify  the other  party in  writing in the form set forth in this
Section 12. Any notice or other  communication  given by certified mail shall be
deemed given at the time of certification thereof,  except for a notice changing
a party's address which shall be deemed given at the time of receipt thereof.

SECTION 13.  DEFINITIONS.  In addition to the terms defined  herein,  as used in
this Option the following terms shall have the following meanings:

         (a)      "Board" means the Board of Directors of the Corporation.

         (b)      "Cashless  Exercise"  has the  meaning  set  forth in  Section
                  4(d)(ii).

         (c)      "Code"  means the US Internal  Revenue Code of 1986 as amended
                  to date.

         (d)      "Corporation" means Spatialight, Inc., a New York corporation.

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

         (f)      "Exercise  Price" means the  exercise  price of this Option to
                  purchase  one  Share  and as  set  forth  in the  introductory
                  paragraph of this Option.

         (g)      "Optionee"  means  Robert  A.  Olins,  his  guardian,   heirs,
                  administrators and personal representative.

         (h)      "Option Shares" means the Shares deliverable upon the exercise
                  of the Option.

                  (i) "Option  Termination Date" means the period terminating at
                  5:00 pm., New York time,  on October 18, 2010 after which time
                  the  Options  granted  under  this  Option  may not  longer be
                  exercised.

         (j)      "Securities Act" means the Securities Act of 1933, as amended.

         (k)      "Shares"  has  the  meaning  set  forth  in  the  introductory
                  Paragraph of this Option.

         (l)      "Underlying  Shares"  means the  Shares  deliverable  upon the
                  exercise of the Option.

SECTION 14. BINDING EFFECT.  The provisions of this Option shall be binding upon
and inure to the  benefit of (a) the  parties  hereto,  (b) the  successors  and
assigns  of  the   Corporation,   and  (c)  the  successors,   assigns,   heirs,
administrators and personal representative of the Optionee.

SECTION 15. LAW GOVERNING.  This Agreement shall be governed by and construed in
accordance with the laws of the State of New York applicable to agreements to be
entered into and performed entirely within the State of New York.


                                       7
<PAGE>


SECTION 16. TITLES AND  CAPTIONS.  All section  titles or captions  contained in
this  Agreement  are for  convenience  only and shall not be deemed  part of the
context nor effect the interpretation of this Agreement.

SECTION 17.  COMPUTATION  OF TIME.  In computing  any period of time pursuant to
this  Agreement,  the day of the act, event or default from which the designated
period of time begins to run shall be included, unless it is a Saturday, Sunday,
or a legal holiday, in which event the period shall begin to run on the next day
which is not a Saturday,  Sunday,  or legal  holiday,  in which event the period
shall  run  until the end of the next day  thereafter  which is not a  Saturday,
Sunday, or legal holiday.

SECTION 18.  PRESUMPTION.  This  Agreement or any section  thereof  shall not be
construed  against any party due to the fact that said  Agreement or any section
thereof was drafted by said party.

SECTION 19.  FURTHER  ACTION.  The parties  hereto shall execute and deliver all
documents,  provide all  information and take or forbear from all such action as
may be necessary or appropriate to achieve the purposes of the Agreement.

SECTION 20. PARTIES IN INTEREST.  Nothing herein shall be construed to be to the
benefit of any third party,  nor is it intended that any provision  shall be for
the benefit of any third party.

SECTION 21. ENTIRE  AGREEMENT.  This Option sets forth the entire  agreement and
understandings  of  the  parties  relating  to the  subject  matter  hereof  and
supersedes all prior  agreements,  arrangements and  understandings,  written or
oral with respect to the subject matter hereof.

                                  * * * * * * *

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                       8
<PAGE>


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


                                     SPATIALIGHT, INC.

                                     By: /s/ LAWRENCE MATTESON
                                         ---------------------------------------
                                         Name:  Lawrence Matteson
                                         Title: Member of Board of Directors

                                     By: /s/ STEVEN F. TRIPP
                                         ---------------------------------------
                                         Name:  Steven F. Tripp
                                         Title: Member of Board of Directors

                                     OPTIONEE

                                         /s/ ROBERT A. OLINS
                                     -------------------------------------------
                                     Name: Robert A. Olins



                                       9
<PAGE>


                                    EXHIBIT A

                              OPTION EXERCISE FORM


To:      Spatialight, Inc.

(1)      The       undersigned       hereby       elects       to       purchase
         [_____________________________________]  Common Shares, $0.01 par value
         (the  "Shares")  of  Spatialight  pursuant to the terms of the attached
         Option to Purchase  Shares of  Spatialight,  Inc. (the  "Option").  All
         references  and all terms used  herein and not  defined  shall have the
         meaning ascribed in the Option.

(2)      The undersigned  hereby confirms and  acknowledges  that payment of the
         aggregate  Exercise Price for the number of Shares for which the Option
         is  being  exercised  has  been  made  pursuant  to one or  more of the
         following  Methods of  Exercise:  (A) paid in cash,  by check,  or cash
         equivalent pursuant to Section 4(b)(i), (B) by tender to the Company or
         attestation  to the  ownership,  of whole  Shares owned by the Optionee
         having a fair market value not less than the aggregate  Exercise  Price
         pursuant  to  Section  4(c)(i),  (C) by means of a  Cashless  Exercise,
         pursuant  to  Section  4(c)(ii),  or  (D)  by  any  combination  of the
         foregoing.

(3)      The undersigned acknowledges and confirms that (A) that the exercise of
         the Option shall not violate the  restrictions set forth in Section 11,
         (B) that the Shares are being acquired by the undersigned solely of the
         account of the  undersigned  and not as a nominee for any other  party,
         and for investment,  and that the undersigned will not offer,  sell, or
         otherwise  dispose of any such Shares except under  circumstances  that
         will not result in a violation of the registration  requirements of the
         Securities  Act of 1933, as amended,  or any state  securities  laws or
         pursuant to an exemption therefrom, including Rule 144 of such Act.

(4)      Please issue a certificate or certificates  representing said Shares in
         the name of the undersigned as specified below:



-------------------------------------
Print Name
Address:

-------------------------------------
Signature

-------------------------------------
Date


                                       10