EXHIBIT 4.5
                               ALPHA VIRTUAL, INC.
                 AMENDED STOCK COMPENSATION PLAN FOR CONSULTANTS
                              DATED March 26, 2002

NOW,  THEREFORE,  BE IT RESOLVED,  that the Board of Directors hereby adopts and
establishes  a stock  compensation  plan for  consultants  pursuant to which the
Company may issue  shares of its Common  Stock to  consultants  and  advisors in
payment  for  services  rendered  to the  Company  on the  following  terms  and
conditions:

1. The  number of shares of Common  Stock  subject  to the plan shall not exceed
3,300,000 shares,  subject to adjustment to reflect stock splits,  combinations,
recapitalizations and the like.

2. The plan shall be  administered  by the Board of  Directors or a Committee of
two or more directors  appointed by the Board.  The Board or the Committee shall
from time to time,  in its  discretion,  select the persons  eligible to receive
shares  under the  plan,  determine  the  amount  and value of the  shares to be
issued, and interpret and construe the plan. Shares issued under the plan may be
subject  to such other  terms and  conditions,  such as  vesting or  performance
criteria,  as the  Board  or the  Committee  shall  determine.  Such  terms  and
conditions  shall be set forth in an agreement  entered into between the Company
and the consultant or advisor.

3. The persons who may participate in the plan and receive stock as compensation
shall be  consultants  or advisors of the Company who are: (i) natural  persons;
(ii) provide bona fide services to the Company;  and (iii)  provide  services to
the Company that are not in connection with the offer or sale of securities in a
capital  raising  transaction  and do not  directly  or  indirectly  promote  or
maintain a market for the Company's securities.

4. No shares may be issued  pursuant  to the plan to any  consultant  or advisor
except upon a resolution  adopted by the Board or Committee stating the value of
the services  rendered to the Company by such  consultant or advisor and finding
that such value represents full and adequate  consideration for the shares being
issued. In making such determination,  the Board or the Committee shall consider
(among such other factors as it deems  relevant in light of the specific  nature
of  the  services  rendered)  the  contributions,   responsibilities  and  other
compensation  of, and the value of  services  rendered  to the  Company  and the
market  value,  book value or other  measure of value of the  Common  Stock.  No
shares of Common Stock may be issued for  consideration  less than the par value
thereof.

5. The Board of Directors may, at any time, suspend,  amend, modify or terminate
the plan and may, with the consent of the participant, amend or modify the terms
and conditions of any issuances of stock under the plan.

6. The plan and the issuance of shares thereunder are subject to such additional
requirements  as the Board or the Committee may impose to assure,  or facilitate
compliance  with, all applicable  federal and state laws,  rules and regulations
(including,  without  limitation,  securities laws) and to such approvals by any
regulatory  or  governmental  agency  which may be  necessary  or  advisable  in
connection therewith.

7. The plan and  agreements  entered into pursuant to the plan shall be governed
by and construed in accordance with the laws of the State of Delaware.

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