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                                                                     EXHIBIT 4.2

                       NAVIGATION TECHNOLOGIES CORPORATION

                             STOCK OPTION AGREEMENT


I.   NOTICE OF STOCK OPTION GRANT

     Judson Green
     9200 Point Cypress Drive
     Orlando, Florida  32836


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

     Vesting Commencement Date                        May 1, 2000

     Exercise Price per Share                         $0.85

     Total Number of Shares Granted                   35,000,000

     Total Exercise Price                             $29,750,000

     Term/Expiration Date:                            May 1, 2010

Vesting Schedule:

     This Option may be exercised, in whole or in part, in accordance with the
following schedule:

     1/4 of the Shares subject to the Option shall vest on the Vesting
Commencement Date set forth above. Thereafter, 1/4 of the Shares subject to the
Option shall vest on each of the first, second and third anniversaries of the
Vesting Commencement Date, subject to your Continuous Status as an Employee on
such Dates.

Acceleration Of Vesting Upon Termination Without Cause Or For A NavTech Breach

     If you are terminated for reasons other than discharge for Cause (as
defined in your Employment Agreement with NavTech dated as of April 17, 2000
("Employment Agreement")) or if you terminate your employment as a result of a
NavTech Breach (as defined


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in your Employment Agreement), that portion of your Option which has not yet
vested as of the date of such termination will immediately vest and become
exercisable as of the date of such termination.

Acceleration Of Vesting Upon A Change Of Control Of The Company

     In the event of a Change of Control of the Company (as defined in your
Employment Agreement), subject to your Continuous Status as an Employee until
such Change of Control, that portion of your Option which has not yet vested as
of the date of such event will immediately vest and become exercisable
simultaneously with the consummation of the Change of Control, and any portion
of your Option which has not been exercised prior to or in connection with the
Change of Control will be forfeited unless exercised within 90 days of the
consummation of the Change of Control, unless otherwise extended by the Board.

Acceleration Of Vesting Upon An Initial Public Offering

     Further, in the event NavTech completes an initial sale in an underwritten
public offering registered under the Securities Act of 1933, as amended, of
shares of the Company's common stock having an aggregate offering value of at
least $25 million ("IPO"), subject to your Continuous Status as an Employee
until such IPO, that portion of your Option which has not yet vested as of the
date of such IPO will immediately vest simultaneously with the completion of the
IPO. However, that portion of your Option which immediately vests upon the
completion of such IPO will not become exercisable until such portion would have
been exercisable had such IPO not occurred.

Termination Period:

     Except as otherwise provided herein, this Option, to the extent vested, may
be exercised for three (3) months after termination of your employment or
consulting relationship. In the event that you have voluntarily terminated your
employment, this Option shall be exercisable for sixty (60) days after
termination of your Continuous Status as an Employee. In the event of your
death, this Option may be exercised for a period of eighteen (18) months after
your death, or in the event you have a Disability, this Option may be exercised
for a period of twelve (12) months after your disability. In no event may this
Option be exercised later than the Term/Expiration Date as provided above.

     If, during the term of your Employment Agreement, you voluntarily terminate
your employment for reasons other than a NavTech Breach or Change of Control (as
both terms are defined in your Employment Agreement) on a date other than an
anniversary of your Vesting Commencement Date, then for each month remaining
before the next anniversary of your Vesting Commencement Date: (i) 1/48 of the
Shares subject to the vested but unexercised portion of your Option shall revert
to the Company; or (ii) if no such shares are available, the


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Company may rescind the exercised portion of your Option as to 1/48 of the
Shares issued to you upon returning to you (a) the exercise price for such
Shares plus the value of any tax deduction available to NavTech with respect to
such Shares or, (b) if you have sold any such Shares, recover from you the net
proceeds from the sale of such Shares less (i) such exercise price and plus (ii)
the value of any tax deduction available to NavTech with respect to such Shares
and interest on such difference at an annual rate of the then prime rate on
commercial loans plus one percent (1%) from the date of the sale of such Shares
to the date such difference is paid by you to the Company.

II.  DEFINITIONS

     As used herein, the following definitions shall apply:

     (a) "Applicable Laws" means the legal requirements relating to the
administration of stock option plans and the issuance of Shares thereunder
pursuant to U.S. state corporate laws, U.S. federal and state securities laws,
the Code and the applicable laws of any foreign country or jurisdiction where
Options or Stock Purchase Rights are, or will be, granted under the Plan.

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

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

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

     (e) "Company" means Navigation Technologies Corporation, a Delaware
corporation.

     (f) "Continuous Status as an Employee" means that the employment or
consulting relationship with the Company, any Parent, or Subsidiary, is not
interrupted or terminated. Continuous Status as an Employee shall not be
considered interrupted in the case of (i) any leave of absence approved by the
Company or (ii) transfers between locations of the Company or between the
Company, its Parent, any Subsidiary, or any successor. A leave of absence
approved by the Company shall include sick leave, military leave, or any other
personal leave approved by an authorized representative of the Company.

     (g) "Disability" means total and permanent disability as defined in Section
22(e)(3) of the Code.

     (h) "Employee" means being employed by the Company or any Parent or
Subsidiary of the Company. Neither service as a Director nor payment of a
director's fee by the Company shall be sufficient to constitute "employment" by
the Company.


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

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

          (b) If the Common Stock is regularly quoted by a recognized securities
dealer but selling prices are not reported, the Fair Market Value of a Share of
Common Stock shall be the mean between the high bid and low asked prices for the
Common Stock on the last market trading day prior to the day of determination,
as reported in The Wall Street Journal or such other source as the Board deems
reliable;

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

     (j) "Notice of Grant" means the written notice above evidencing certain
terms and conditions of the Option granted herein. The Notice of Grant is part
of this Option Agreement.

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

     (l) "Share" means a share of Common Stock.

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

III. AGREEMENT

     1. Grant of Option. NavTech hereby grants to Green ("Optionee") an option
(the "Option") to purchase the number of Shares, as set forth in the Notice of
Grant in Part I above, at the exercise price per share set forth in the Notice
of Grant (the "Exercise Price"), subject to the terms and conditions of this
Agreement. This Option is not intended to qualify as an Incentive Stock Option
under section 422 of the Code.


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<PAGE>

     2. Exercise of Option.

          (a) Right to Exercise. This Option is exercisable during its term in
accordance with the Vesting Schedule set out in the Notice of Grant and the
applicable provisions of this Option Agreement. In the event of Optionee's
death, Disability or other termination of Optionee's employment, the
exercisability of the Option is governed by the applicable provisions of the
Notice of Grant and this Option Agreement.

          (b) Method of Exercise. This Option is exercisable by delivery of an
exercise notice, in the form attached as Exhibit A (the "Exercise Notice"),
which shall state the election to exercise the Option, the number of Shares in
respect of which the Option is being exercised (the "Exercised Shares"), and
such other representations and agreements as may be required by the Company. The
Exercise Notice shall be signed by the Optionee and shall be delivered in person
or by certified mail to the Secretary of the Company. The Exercise Notice shall
be accompanied by payment of the aggregate Exercise Price as to all Exercised
Shares. This Option shall be deemed to be exercised upon receipt by the Company
of such fully executed Exercise Notice accompanied by such aggregate Exercise
Price.

     No Shares shall be issued pursuant to the exercise of this Option unless
such issuance and exercise complies with all relevant provisions of law and the
requirements of any stock exchange or quotation service upon which the Shares
are then listed. Assuming such compliance, for income tax purposes the Exercised
Shares shall be considered transferred to the Optionee on the date the Option is
exercised with respect to such Exercised Shares.

     3. Method of Payment. Payment of the aggregate Exercise Price shall be by
any of the following, or a combination thereof, at the election of the Optionee:

          (a) cash; or

          (b) check; or

          (c) delivery of a properly executed notice together with such other
documentation as the Company and the broker, if applicable, shall require to
effect an exercise of the Option and delivery to the Company of the sale or loan
proceeds required to pay the exercise price; or

          (d) surrender of other Shares which have been owned by the Optionee
for more than six (6) months on the date of surrender, AND have a Fair Market
Value on the date of surrender equal to the aggregate Exercise Price of the
Exercised Shares.

     4. Non-Transferability of Option. This Option may not be transferred in any
manner otherwise than by will or by the laws of descent or distribution or by
transfer to Optionees spouse and descendants (whether natural or adopted) and
any entity in which you, your spouse and/or descendants collectively own a 100%
direct or indirect beneficial interest ("Permitted Transferees"), provided that
such Permitted Transferees have agreed in writing to be


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bound by the provisions of this Agreement, and may be exercised during the
lifetime of Optionee only by the Optionee or Permitted Transferees. The terms of
this Option Agreement shall be binding upon the executors, administrators,
heirs, successors and assigns of both the Optionee and the Permitted
Transferees.

     5. Term of Option. This Option may be exercised only within the term set
out in the Notice of Grant, and may be exercised during such term only in
accordance with the terms of this Option Agreement.

     6. Lock-Up Period. Optionee hereby agrees that in connection with any
registration of the offering of any securities of the Company under the
Securities Act of 1933, as amended (the "Securities Act"), Optionee shall not
sell or otherwise transfer any of the Shares during the 180-day period (or such
longer or shorter period as may be requested in writing by the Managing
Underwriter and agreed to in writing by the Company) (the "Market Standoff
Period") following the effective date of a registration statement of the Company
filed under the Securities Act. The Company may impose stop-transfer
instructions with respect to securities subject to the foregoing restrictions
until the end of such Market Standoff Period.

     7. Optionee's Representations. In the event the Shares have not been
registered under the Securities Act of 1933, as amended, at the time this Option
is exercised, the Optionee shall, if required by the Company, concurrently with
the exercise of all or any portion of this Option, deliver to the Company his or
her Investment Representation Statement in the form attached hereto as Exhibit
B.

     8. Restrictions on Exercise. This Option may not be exercised if the
issuance of such Shares upon such exercise or the method of payment of
consideration for such shares would constitute a violation of any Applicable
Law. Optionee represents that when he exercises his Option, he will be
purchasing Option Shares for his own account and not on behalf of others.
Optionee understands and acknowledges that federal and state securities laws
govern and restrict his right to offer, sell or otherwise dispose of Shares
issued upon exercise of this Option unless unless such offer, sale or other
disposition thereof is registered under the Securities Act and state securities
laws, or in the opinion of the Company's counsel, such offer, sale or other
disposition is exempt from registration or qualification thereunder. Optionee
agrees that he will not offer, sell or otherwise dispose of any Shares in any
manner which would: (i) require the Company to file any registration statement
with the Securities and Exchange Commission (or any similar filing under state
law) or to amend or supplement any such filing or (ii) violate or cause the
Company to violate the Securities Act, the rules and regulations promulgated
thereunder or any other state or federal law, or (iii) violate any agreement
between yourself and the Company, including this letter. Optionee further
understands that the certificates for any Shares purchased will bear such
legends as the Company deems necessary or desirable in connection with the
Securities Act or other rules, regulations or laws.


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     9. Withholding of Taxes. The Company shall be entitled, if necessary or
desirable, to withhold from you from any amounts due and payable by the Company
to you (or secure payment from you in lieu of withholding) the amount of any
withholding or other tax due from the Company with respect to any Shares issued
pursuant to this Agreement, and the Company may defer such issuance unless
indemnified by you to its satisfaction.

     10. Adjustments. In the event of a reorganization, recapitalization, stock
dividend or stock split, or combination or other change in the shares of Common
Stock, the Board will, in order to prevent the dilution or enlargement of rights
under your Option, make such adjustments in the number and type of Shares
covered by your Option and the Exercise Price specified herein as may be
reasonably determined by the Board to be appropriate and equitable. The issuance
by the Company of shares of stock of any class, or options or securities
exercisable or convertible into shares of stock of any class, for cash or
property, or for labor or services either upon direct sale, or upon the exercise
of rights or warrants to subscribe therefor, or upon exercise or conversion of
other securities, shall not affect, and no adjustment by reason thereof shall be
made with respect to, the number or price of Shares of Common Stock subject to
this Option.

     11. Entire Agreement; Governing Law. The Notice of Grant and this Option
Agreement constitute the entire agreement of the parties with respect to the
subject matter hereof and supersede in their entirety all prior undertakings and
agreements of the Company and Optionee with respect to the subject matter
hereof, and may not be modified adversely to the Optionee's interest except by
means of a writing signed by the Company and Optionee. This Agreement is
governed by Delaware law, except for that body of law pertaining to conflict of
laws. Each party hereby irrevocably consents to the exclusive jurisdiction of
the federal and state courts located in Chicago, Illinois with respect to any
actions which may arise in connection with this Agreement and are not required
by Section 12 below to be arbitrated.

     12. Arbitration. Except as provided in this Section 12, any controversy or
claim arising out of or relating to this Agreement, or the breach thereof, shall
be settled by arbitration administered by the American Arbitration Association
in accordance with its Commercial Arbitration Rules, and judgment on the award
rendered by the arbitrators may be entered in any court having jurisdiction
thereof.

     Within fifteen (15) days after the commencement of arbitration, NavTech and
Green shall each select one person to act as arbitrator and the two selected
shall select a third arbitrator within ten (10) days of their appointment. If
the arbitrators so selected are unable or fail to agree upon the third
arbitrator, or if either party fails to appoint an arbitrator, such arbitrator
or arbitrators shall be selected by the American Arbitration Association.

     Each of the parties to this Agreement acknowledges that a breach of this
Agreement may cause the other party irreparable harm which may not be adequately


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compensated by money damages. Therefore, in the event of a breach or threatened
breach by a party, injunctive or other equitable relief will be available to the
other party, and any arbitrator acting pursuant to this Agreement shall have the
authority to provide such injunctive or other equitable relief.

     The arbitrators shall have the authority to award such remedies or relief
that a court of the State of Delaware could order or grant in an action governed
by Delaware law, including, without limitation, specific performance of any
obligation created under this Agreement, the issuance of an injunction, or the
imposition of sanctions for abuse or frustration of the arbitration process. The
arbitration proceedings shall be conducted in Chicago, Illinois.

     Notwithstanding the foregoing, any party may bring and pursue an action in
any Federal or State court located in Chicago, Illinois seeking provisional
relief, including a temporary restraining order or preliminary injunction,
pending an arbitration proceeding. Any provisional relief obtained shall be
discontinued once the arbitrators have assumed jurisdiction and ordered such
discontinuance.

     13. NO GUARANTEE OF EMPLOYMENT. OPTIONEE ACKNOWLEDGES AND AGREES THAT THE
VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY
CONTINUING SERVICE AS AN EMPLOYEE AT THE WILL OF THE COMPANY (AND NOT THROUGH
THE ACT OF BEING HIRED, BEING GRANTED AN OPTION OR PURCHASING SHARES HEREUNDER).
OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS
CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT
CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE
OR CONSULTANT FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT
INTERFERE WITH OPTIONEE'S RIGHT OR THE COMPANY'S RIGHT TO TERMINATE OPTIONEE'S
EMPLOYMENT OR CONSULTING RELATIONSHIP AT ANY TIME, WITH OR WITHOUT CAUSE.

OPTIONEE HAS READ AND UNDERSTANDS SECTION 12, WHICH DISCUSSES ARBITRATION.
OPTIONEE UNDERSTANDS THAT BY SIGNING THIS AGREEMENT, OPTIONEE AGREES TO SUBMIT
ANY CLAIMS ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT TO
BINDING ARBITRATION, AND THAT THIS ARBITRATION CLAUSE CONSTITUTES A WAIVER OF
OPTIONEE'S RIGHT TO A JURY TRIAL AND RELATES TO THE RESOLUTION OF ALL DISPUTES
RELATING TO ALL ASPECTS OF THIS RELATIONSHIP.


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By your signature and the signature of the Company's representative below, you
and the Company agree that this Option is granted under and governed by the
terms of this Option Agreement. Optionee has reviewed this Option Agreement in
its entirety, has had an opportunity to obtain the advice of counsel prior to
executing this Option Agreement and fully understands all provisions of this
Option Agreement. Optionee further agrees to notify the Company upon any change
in the residence address indicated below.

OPTIONEE:                                         NAVIGATION TECHNOLOGIES
                                                  CORPORATION


/s/ Judson Green                                  /s/ R. de Lange
----------------                                  ---------------
Signature                                         By


Judson Green                                      Chairman
----------------                                  ---------------
Print Name                                        Title


9200 Point Cypress Drive
------------------------                          ---------------
Residence Address

Orlando, Florida  32836
-----------------------


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<PAGE>
                                CONSENT OF SPOUSE

     The undersigned spouse of Optionee has read and hereby approves the terms
and conditions of this Option Agreement. In consideration of the Company's
granting his or her spouse the right to purchase Shares as set forth in this
Option Agreement, the undersigned hereby agrees to be irrevocably bound by the
terms and conditions of this Option Agreement and further agrees that any
community property interest shall be similarly bound. The undersigned hereby
appoints the undersigned's spouse as attorney-in-fact for the undersigned with
respect to any amendment or exercise of rights under this Option Agreement.


/s/ Joyce T. Green
------------------
Spouse of Optionee


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                                    EXHIBIT A

                       NAVIGATION TECHNOLOGIES CORPORATION

                                 EXERCISE NOTICE



Navigation Technologies Corporation
10400 Higgins Road, Suite 400
Rosemont, Illinois 60018

Attention:  Secretary


     1. Exercise of Option. Effective as of today, ___________, 20__, the
undersigned ("Optionee") hereby elects to purchase _________ shares (the
"Shares") of the Common Stock of Navigation Technologies Corporation (the
"Company") under and pursuant to the Stock Option Agreement dated ___________
(the "Option Agreement"). The purchase price for the Shares shall be
$__________, as required by the Option Agreement.

     2. Delivery of Payment. Optionee herewith delivers to the Company the full
purchase price for the Shares.

     3. Representations of Optionee. Optionee acknowledges that Optionee has
received, read and understood the Option Agreement and agrees to abide by and be
bound by its terms and conditions.

     4. Rights as Shareholder. Until the stock certificate evidencing such
Shares is issued (as evidenced by the appropriate entry on the books of the
Company or of a duly authorized transfer agent of the Company), no right to vote
or receive dividends or any other rights as a shareholder shall exist with
respect to the Optioned Stock, notwithstanding the exercise of the Option. A
share certificate for the number of Shares so acquired shall be issued to the
Optionee as soon as practicable after exercise of the Option.

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


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     6. Entire Agreement; Governing Law. The Option Agreement is incorporated
herein by reference. This Agreement and the Option Agreement constitute the
entire agreement of the parties and supersede in their entirety all prior
undertakings and agreements of the Company and Optionee with respect to the
subject matter hereof, and such agreement is governed by the laws of Delaware
except for that body of laws pertaining to conflict of laws. 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.



Submitted by:                                     Accepted by:

OPTIONEE:                                         NAVIGATION TECHNOLOGIES
                                                  CORPORATION


Signature                                         By


Print Name                                        Title

Address                                           Date Accepted


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                                    EXHIBIT B

                       INVESTMENT REPRESENTATION STATEMENT

OPTIONEE:

COMPANY:       NAVIGATION TECHNOLOGIES CORPORATION

SECURITY:      COMMON STOCK

AMOUNT:

DATE:

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

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

     b. 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 Optionee's
investment intent as expressed herein. In this connection, Optionee understands
that, in the view of the Securities and Exchange Commission, the statutory basis
for such exemption may be unavailable if 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 and 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. Optionee
further understands that the Securities must be held indefinitely unless they
are subsequently registered under the securities Act that the Company is under
no obligation to register the Securities. 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
Company, a legend prohibiting their transfer without the consent of the
Commissioner of Corporations of the State of California and any other legend
required under applicable state securities laws.


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     c. Optionee is familiar with the provisions of Rule 701 and Rule 144, each
promulgated under the Securities Act, which in substance, permit limited public
resale of "restricted securities" acquired, directly or indirectly from the
issuer thereof, in a non-public offering subject to the satisfaction of certain
conditions. Rule 701 provides that if the issuer qualifies under rule 701 at the
time of the grant of the Option to the Optionee, the exercise will be exempt
from registration under the Securities Act. In the event the Company becomes
subject to the reporting requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, ninety (90) days thereafter (or such longer period as any
market stand-off agreement may require) the Securities exempt under Rule 701 may
be resold, subject to the satisfaction of certain of the conditions specified by
Rule 144, including: (1) the resale being made through a broker in an
unsolicited "broker's transaction" or in transactions directly with a market
maker (as said term is defined under the Securities Exchange act of 1934); and,
in the case of an affiliate, (2) the availability of certain public information
about the Company, (3) the amount of Securities being sold during any three
month period not exceeding the limitations specified in rule 144(e), and (4) the
timely filing of a Form 144, if applicable.

     In the event that the Company does not qualify under Rule 701 at the time
of grant of the Option, then the Securities may be resold in certain limited
circumstances subject to the provisions of rule 144, which requires the resale
to occur not less than one year after the later of the date the requirements
were sold by the Company or the date the Securities were sold by an affiliate of
the Company, within the meaning of rule 144; and, in the case of acquisition of
the Securities by an affiliate, or by a non-affiliate who subsequently holds the
Securities less than two years, the satisfaction of the conditions set forth in
sections (1), (2), (3) and (4) of the paragraph immediately above.

     d. Optionee further understands that in the event all of the applicable
requirements of Rule 701 or 144 are not satisfied, registration under the
Securities Act, compliance with Regulation A, or some other registration
exemption will be required; and that, notwithstanding the fact that Rules 144
and 701 are not exclusive, the Staff of the Securities and Exchange Commission
has expressed its opinion that persons proposing to sell private placement
securities other than in a registered offering and otherwise than pursuant to
Rules 144 or 701 will have a substantial burden of proof in establishing that an
exemption from registration is available for such offers or sales, and that such
persons and their respective brokers who participate in such transactions do so
at their own risk. Optionee understands that no assurances can be given that any
such other registration exemption will be available in such event.

                                                  Signature of Optionee:


                                                  -----------------------------

                                                  Date:                       ,
                                                       -----------------------


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