Exhibit 99 (J)

PACIFIC ANIMATED IMAGING CORPORATION
NONQUALIFIED STOCK OPTION PLAN NO. 5
Effective

1.  Definitions ...............................................................1
2.  Purpose ...................................................................1
3.  Administration.............................................................1
4.  Shares Subject to Plan.....................................................1
5.  Eligibility................................................................2
6.  Allotment of Shares. ......................................................2
7.  Option Price...............................................................2
8.  Option Period. ............... ............................................2
9.  Termination of Option......................................................2
10. Rights in Event of Death. .................................................2
11. Payment and Notice of Exercise.............................................2
12. Exercise of Option.........................................................3
13. Changes in Capital Structures, etc.........................................3
14. Nontransferability.........................................................4
15. Other Provisions. .........................................................4
16. Re-Issuance of Shares. ....................................................4
17. Interpretation.............................................................4
18. Term of Plan, Amendment, Discontinuance....................................5
19. Effect of the Plan, Etc....................................................5


PACIFIC ANIMATED IMAGING CORPORATION
NONQUALIFIED STOCK OPTION PLAN NO. 5

         1.  Definitions.  As used herein,  the  following  terms shall have the
following meanings:

         (a)  "Board"  shall mean the Board of  Directors  of  Pacific  Animated
Imaging Corporation.

         (b)  "Committee"  shall  mean  the  Committee  appointed  by the  Board
pursuant to Section 3. of this Plan to administer this Plan, if appointed.

         (c) "Company" shall mean Pacific Animated Imaging Corporation.

         (d)  "Effective  Date" shall mean the date this Plan is approved by the
Board of  Directors  of Pacific  Animated  Imaging  Corporation,  as provided in
Section 18. hereof.

         (e)  "Option  Period"  shall  mean the  period  during  which an option
granted under this Plan shall be exercisable, as set forth in Section 8. hereof.

         (f) "Subsidiary", for purposes of this Plan, shall mean any corporation
(or similar  organization)  of which the Company owns,  directly or  indirectly,
more than 50% of the total voting power of all classes of stock entitled to vote
therein.

         2. Purpose. The purpose of this Plan is to increase the interest in the
welfare of the Company of those directors, officers and employees of the Company
who have made valuable  contributions to the business of the Company, to furnish
such  directors,  officers and  employees  with an  incentive to continue  their
services  to and for the  Company,  by enabling  such  directors,  officers  and
employees  to  acquire an  interest  in the  Company  through a grant to them of
options to purchase shares of the Company's Common Stock.

         3.  Administration.  This Plan shall be  administered by the Board or a
Committee (the  "Committee"),  if appointed by the Board, which shall consist of
not less than two (2) members of the Board.  No member of the Board or Committee
shall participate in any action by the Board or Committee which allots or grants
options to him personally.


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         4. Shares  Subject to Plan.  Options  may be granted  from time to time
under this Plan providing for the purchase of not more than one hundred thousand
(100,000) shares of the common stock, par value $.0001 per share, of the Company
("Common  Stock"),  as  constituted on the Effective Date (subject to adjustment
pursuant  to  Section  13.),  plus  such  number of such  shares  as may  become
available  for  reissuance  pursuant to Section  16.  Shares of  authorized  and
unissued  Common Stock  reacquired by the Company and held in its  Treasury,  as
from time to time  determined  by the  Board,  may be issued  upon  exercise  of
options granted under this Plan.

         5. Eligibility.  Except as otherwise provided herein,  those directors,
officers  and  employees  of the Company who have  performed or who are about to
perform  services  for the  Company and who are  designated  by the Board or the
Committee  shall be  eligible  to be  granted  options  under  this  Plan.  Said
designated person shall hereinafter be referred to as "Participant".

         6.  Allotment of Shares.  The grant of an option to an eligible  person
under this Plan  shall not be deemed  either to  entitle  such  person to, or to
disqualify such person from,  participation  in any other grant of options under
this Plan or under any other plan of the Company.

         7.  Option  Price.  The price at which  shares  of Common  Stock may be
purchased  upon the exercise of an option granted under this Plan shall be fixed
by the Board or the  Committee,  and may be  greater  than or less than the fair
market value of such shares at the time of grant.

         8. Option  Period.  An option  granted under this Plan may be exercised
during the period (the "Option Period") which begins upon the date the option is
granted (or at such other time as may be  determined  by the Board or Committee,
as set forth in the  resolutions  evidencing  the grant of the option) and which
ends no later than ten (10)  years  after the date the option is granted or such
lesser time as may be  determined  by the Board or the Committee as set forth in
the resolutions evidencing the grant of the option.

         9.  Termination  of Option.  All rights to exercise  an option  granted
under this Plan shall terminate at the end of the Option Period, as described in
Section 8. above.

         10.  Rights in Event of Death.  If a  Participant  dies without  having
fully   exercised   an  option   granted   under  this  Plan,   the   executors,
administrators, legatees or distributees of his estate shall have the right, for
a period  of three  (3)  months  after  the date of his  death to  exercise  the
unexercised and unexpired portion,  if any, of such option, in whole or in part,
to the same extent that the Participant  could have exercised such option at the
expiration of such three month period had the Participant lived.

         11. Payment and Notice of Exercise.  Full payment of the purchase price
for  shares  purchased  upon the  exercise,  in whole or in part,  of an  option
granted under this Plan shall be made at the time of such exercise. The purchase
price must be paid for with cash. No such shares shall be issued or  transferred
to a Participant  until full payment  therefor has been made and the Participant
has delivered his written  Notice of Exercise of the  respective  options to the
Company  at its  principal  office,  and a  Participant  who is  not  already  a
stockholder  at the  time  of the  issue  shall  have  none of the  rights  of a
stockholder until shares are issued or transferred to him.

         12. Exercise of Option. As directed by the Board or Committee,  options
granted  hereunder may be  exercisable  by a  Participant  pursuant to a vesting
formula  which will set forth the dates and the number of options which are then
available  to  the  Participant.  Options  granted  under  this  Plan  shall  be
exercisable  during  the  Option  Period  at such  times,  in such  amounts,  in
accordance with such terms and conditions,  and subject to such  restrictions as
may be  determined  by the  Board  or  Committee,  and as are set  forth  in the
resolutions and the Notice of Grant evidencing the grant of such options as well
as the Notice of Exercise  evidencing a Participant's  exercise of such options.
In no event  shall an option be  exercised  or shares be issued  pursuant  to an
option if any  applicable  laws  shall not have  been  conformed  with or if any
requisite approval or consent of any governmental  authority having jurisdiction
over the exercise of the options or the issue and sale of the Common Stock shall
not have been  secured,  unless in the  opinion of counsel  for the  Company the
exercise  or  issuance  is exempt  from the  obligation  to obtain  approval  or
consent. Each Participant shall agree not to offer, sell, pledge, hypothecate or
otherwise transfer any shares of Common Stock purchased pursuant to the exercise
of an option  granted  under this Plan  unless the shares  have been  registered
under  applicable  federal  and state  securities  laws or unless  the  proposed
transaction is exempt from such  registration  in the opinion of Counsel for the
Company.  Each  Participant  shall,  at the time of purchase of shares of Common
Stock upon the exercise of an option, if requested by the Company upon advice of
its counsel that the same is necessary or desirable,  deliver to the Company his
written  representation that he is purchasing the shares for his own account for
investment  and not  with a view to  public  distribution  or with  any  present
intention  of  reselling  any of such  shares,  and deliver  such other  written
representations  as  may  be  reasonably  requested  by the  Company  to  assure
compliance with applicable laws. If a Participant so requests,  shares purchased
upon the exercise of an option may be issued in or transferred  into the name of
the Participant and other person jointly with the right of survivorship.


<PAGE>

         13. Changes in Capital Structures.  etc. In the event of the payment of
any dividend  payable in, or the making of any  distribution of, Common Stock of
the Company to holders of record of Common Stock of the Company, which increases
the  outstanding  Common  Stock of the  Company by more than  twenty-five  (25%)
percent  during the period any option  granted under this Plan is outstanding or
in the event of any stock  split,  combination  of shares,  recapitalization  or
other similar change in the authorized  capital stock of the Company during such
period or in the event of the merger or  consolidation  of the  Company  into or
with any other corporation or the  reorganization,  dissolution,  liquidation or
winding up of the Company  during such period,  Participants  shall be entitled,
upon the exercise of any  unexercised  option held by them, to receive such new,
additional or other shares of stock of any class,  or other property  (including
cash),  as they  would  have  been  entitled  to  receive  as a matter of law in
connection   with  such  payment,   distribution,   stock  split,   combination,
recapitalization, change, merger, consolidation,  reorganization, dissolution or
liquidation,  as the case may be, had they held the  shares of the Common  Stock
being purchased upon exercise of such option on the record date set for the such
payment  or  distribution  or on the  date of  such  stock  split,  combinations
recapitalization, change, merger, consolidation,  reorganization, dissolution or
liquidation,  and the option price under any such option shall be  appropriately
adjusted.  In case any such event shall occur during the term of this Plan,  the
number of shares  that my be  optioned  and sold under this Plan as  provided in
Section 4. shall be  appropriately  adjusted.  The  decision of the Board or the
Committee, with respect to all such adjustments shall be conclusive.

         14.  Nontransferability.  Options  granted under this Plan shall not be
transferable other than by will or by the laws of descent and distribution,  and
shall  be  exercisable  only by the  Participant  or by  Participant's  heirs or
personal representatives as provided in Section 10. of this Plan.

         15. Other  Provisions.  Options  granted  under this Plan shall contain
such other  provisions,  including,  without  limitation,  restrictions upon the
exercise  of the  option,  as the Board or  Committee  shall deem  advisable  by
written notice to Participant.

         16.  Re-Issuance of Shares. Any shares of Common Stock which, by reason
of the  expiration of an option or otherwise,  are no longer subject to purchase
pursuant to an option granted under this Plan shall be available for re-issuance
under this Plan.

         17. Interpretation.  The Board shall interpret this Plan and prescribe,
amend or rescind rules and regulations relating to it and make any and all other
determinations necessary or advisable for its administration.

         18. Term of Plan, Amendment. Discontinuance. Upon approval by the Board
of  Directors,  the Plan shall be deemed  effective and adopted as of such date.
This Plan,  unless sooner  terminated or  discontinued  by the Board pursuant to
this Section 18, shall expire on the sooner  terminated or  discontinued  by the
Board pursuant to this Section 18., shall expire on the tenth anniversary of the
Effective  Date (except to the extent  necessary for  administration  of options
exercisable but unexercised on that date), and no options shall be granted under
this Plan after that date. The Board may terminate or  discontinue  this Plan at
any time and may  suspend  this Plan or amend or modify this Plan in any respect
at any time or from time to time,  without  the  approval  of the  stockholders,
except that the number of shares of Common  Stock that may be optioned  and sold
under this Plan,  as provided in Section 4., above,  may not be changed  (except
pursuant  to  Section  13.,  above)  and the class of  eligible  persons to whom
options may be granted,  as provided in Section 5.,  above,  may not be modified
without the approval of the Board or the Committee.  No action of the Board, the
Committee or stockholders may alter or impair the rights of a Participant  under
any option theretofore granted to him without his consent to such action.

         19. Effect of the Plan etc.  Neither the adoption of this Plan, nor any
action of the Board or  Committee,  shall be deemed to give any person any right
to be granted an option to  purchase  Common  Stock of the  Company or any other
rights  hereunder  unless and until the Board or Committee  shall have adopted a
resolution  granting  such person an option,  and then only to the extent and on
such terms and conditions as may be set forth in such resolution;  the terms and
conditions of options granted under this Plan may differ from one another as the
Board or Committee  shall at its  discretion  determine,  as long as all options
granted under the Plan satisfy the requirements in this Plan.

Date Adopted by Board:

Effective Date: