EXHIBIT 4.5

                             STOCK OPTION AGREEMENT

     THIS STOCK OPTION AGREEMENT ("Agreement") is entered into as of August 20,
2001, among the individuals listed on Schedule I hereto (collectively, the
"Optionees") and In Store Media Systems, Inc., a Nevada corporation ("Company"),
in connection with the following facts:

     A. The Common Stock Purchase Agreement (the "Purchase Agreement") dated as
of January 19, 2001 by and among Derrick Bushman, as purchaser representative on
behalf of himself and other purchasers (the "Purchaser Representative"), the
Company and various purchasers, including the Optionees (the "Purchasers"),
contemplated several issuances of shares of the common stock of the Company, par
value $.001 per share (the "Common Stock") to the Purchasers, each such issuance
conditioned upon the Company satisfying certain conditions set forth in the
Purchase Agreement. The purchase price for the shares of Common Stock subject to
purchase pursuant to the Purchase Agreement (the "Escrowed Purchase Price"), and
the shares of Common Stock to be purchased thereby, were held in escrow pursuant
to that certain Escrow Agreement dated as of January 19, 2001 (the "Escrow
Agreement") by and among the Company, the Purchaser Representative, the
Purchasers and Citi National Bank, as escrow agent.

     B. The Purchase Agreement conditioned the receipt of $552,000 of the
Escrowed Purchase Price, and the issuance by the Company of the corresponding
2,519,729 shares of Common Stock (the "ISC Shares"), on the Company completing
the beta test of its coupon banking system ("CBS") and receiving written
agreements to employ the coupon banking system at not less than 150 stores on or
before June 30, 2001, all as subject to the conditions of the Purchase
Agreement.

     C. As of the date hereof, the conditions set forth in the Purchase
Agreement relating to the purchase of the ISC Shares have not been satisfied. As
a result, the Optionees and the Company have entered into this Agreement to
effect the release of the $552,000 of the Escrowed Purchase Price in exchange
for the grant by the Company of an option to the Optionees to purchase shares of
the Company's common stock as set forth herein, subject to the terms and
conditions as provided herein.

     NOW, THEREFORE, IN CONSIDERATION OF the foregoing facts and the mutual
promises set forth herein, and other good and valuable consideration, receipt of
which is hereby acknowledged, the parties hereto agree as follows:

     1. Grant of Option. The Company hereby grants to the Optionees, as of
August 20, 2001 (the "Grant Date"), an irrevocable option (the "Option") to
purchase up to 7,600,000 shares of Common Stock of the Company (the "Shares"),
at the exercise price(s) per share as set forth in paragraph 3, subject to the
terms and conditions set forth herein. This Option shall expire on the earlier
of (a) August 20, 2004, or (b) the Termination Date established by the Company
in accordance with paragraph 4 (the "Expiration Date"). The number of Shares
exercisable by each Optionee is set forth on Schedule I attached hereto, which,
for each Optionee, represents the pro rata share of the Shares subject to the
Option, based on the amount of the Escrowed Purchase Price paid by such
Optionee.

<PAGE>


     2.   Purchase Price. As of the Grant Date, in consideration for the Option,
the Optionees shall release and deliver or shall cause to be released and
delivered to the Company, $552,000 of the Escrowed Purchase Price, representing
the purchase price for the Option.

     3.   Period of Exercisability; Exercise Price; Exercise of Option.

          (a) The Option will be exercisable for a period beginning on the Grant
     Date and expiring on the Expiration Date, subject to the provisions hereof
     and the right of the Company to terminate the Option prior to the
     Expiration Date pursuant to paragraph 4. The right to exercise this Option
     by each of the Optionees shall vest as of the Grant Date and, subject to
     the provisions of Section 4 below, shall be exercisable by such Optionee
     prior to the Expiration Date, from time to time, in whole or in part, up to
     the number of Shares listed next to the name of such Optionee on Schedule I
     hereto; provided, however, that any partial exercise by an Optionee shall
     be made in increments of 100 Shares (unless fewer than 100 Shares are then
     exercisable by such Optionee), and shall be for whole Shares only.

          (b) The Option will be exercisable at the exercise prices set forth
     below, subject to adjustment as set forth in paragraph 5 (each, a "Class of
     Options"):

              (i)   Options to purchase 1,900,000 Shares shall be exercisable
              at an exercise price of $0.75 per share and shall become
              exercisable on the Grant Date (the "$.75 Options"), the number of
              such Shares which are exercisable by each Optionee as set forth
              on Schedule I hereto.

              (ii)  Options to purchase 1,900,000 Shares shall be exercisable
              at an exercise price of $1.00 per share and shall become
              exercisable on the Grant Date (the "$1.00 Options"), the number
              of such Shares which are exercisable by each Optionee as set
              forth on Schedule I hereto.

              (iii) Options to purchase 1,900,000 Shares shall be exercisable
              at an exercise price of $1.25 per share and shall become
              exercisable on the Grant Date (the "$1.25 Options"), the number
              of such Shares which are exercisable by each Optionee as set
              forth on Schedule I hereto.

              (iv)  Options to purchase 1,900,000 Shares shall be exercisable
              at an exercise price of $1.50 per share and shall become
              exercisable on the Grant Date (the "$1.50 Options"), the number
              of such Shares which are exercisable by each Optionee as set
              forth on Schedule I hereto.

          (c) Each portion of the Option set forth in subparagraph (b) above
     which is exercisable in accordance with this Section 2 shall remain
     exercisable until the Expiration Date. The Option or any portion thereof
     (as specified herein) may be exercised by delivery by an Optionee of
     written notice to the Company stating the number of Shares with respect to
     which the Option is being exercised, the exercise price or prices of such
     Shares, together with full payment of the purchase price therefor and a
     letter to the Company substantially in the form attached hereto as Exhibit
     A. Payment shall be made in cash or certified funds and shall be acceptable

                                       2

<PAGE>


     to Company. Upon the exercise of the Option or a portion thereof, Schedule
     I hereto shall be deemed to be amended to reduce the remaining number of
     Shares subject to the Option for each such Optionee.

     4.   Company's Right to Terminate Options. The Company may terminate the
Option prior to August 20, 2004 (the "Termination Option") pursuant to the terms
of paragraph 4 (a) or (b)

          (a) The Company may exercise the Termination Option in part as
     follows:

               (i)   The $0.75 Options may be terminated, in whole or in part,
          at any time on or after the Company obtains a contract to install any
          of the Company's coupon systems in at least 500 retail locations.

               (ii)  The $1.00 Options may be terminated, in whole or in part,
          at any time on or after the Company obtains a contract to install any
          of the Company's coupon systems in at least 1000 retail locations.

               (iii) The $1.25 Options may be terminated, in whole or in part,
          at any time on or after the Company obtains a contract to install any
          of the Company's coupon systems in at least1500 retail locations.

               (iv)  The $1.50 Options may be terminated, in whole or in part,
          at any time on or after the Company obtains a contract to install any
          of the Company's coupon systems in at least 2000 retail locations.

          (b) The Company may exercise the Termination Option in full on or
     after the date on which the daily closing per share closing price of the
     Common Stock is in excess of $3.00 per share for 60 consecutive trading
     days, (i) as reported on the National Association of Securities Dealers
     Automated Quotation System for the National Market, ("NASDAQ") or, if such
     security is not listed or admitted to trading on the NASDAQ, on the
     principal national security exchange or quotation system on which such
     security is quoted or listed or admitted to trading; or (ii) if the Common
     Stock is not quoted or listed or admitted to trading on any national
     securities exchange or quotation system, the closing bid price of the
     Common Stock on the over-the-counter market as reported by the National
     Association of Security Dealers, Inc., or a similar generally accepted
     reporting service, as the case may be. For purposes of clause (i) above,
     the closing price shall be the last reported sale price or, in the case no
     such reported sale takes place on such day, the average of the reported
     closing bid and asked prices. For purposes of clause (ii) above, the bid
     price shall be the lowest bid price as reported in the "pink sheets"
     published by the National Quotation Bureau, Incorporated.

          (c) To exercise the Termination Option in whole or in part pursuant to
     subparagraph (a) or (b) above, the Company shall provide written notice to
     each Optionee setting forth the proposed effective date of the termination
     (the "Termination Date"), and, in reasonable detail, the event allowing for
     the termination of such Shares by the Company, the number of Shares of each
     Optionee subject to the Termination Option (calculated as described below)
     and the exercise price thereof at least 30 days prior to the date of such
     termination (the "Termination Notice"). Each Optionee may exercise the

                                       3

<PAGE>


     portion of the Option subject to the Termination Option set forth in the
     Termination Notice until the date that is two days prior to the Termination
     Date. If an Optionee has not exercised the portion of the Option subject to
     the Termination Option set forth in the Termination Notice in the time
     period specified in the preceding sentence, the Option shall terminate with
     respect to the Shares specified in the Termination Notice. The number of
     Shares to which the Termination Option shall apply with respect to each
     Optionee shall be divided pro rata among the Optionees.

          (d)  The number of Shares to which the Termination Option shall apply
     with respect to each Optionee shall be determined as follows.

               (i) The number of Shares to which the Termination Option shall
          apply with respect to each Optionee shall be calculated separately for
          each Class of Options, by multiplying the total number of Options in
          the applicable Class of Options subject to the Termination Option by
          the Optionee Percentage for the related Class of Options. For purposes
          of the preceding sentence, the "Optionee Percentage" means a fraction,
          the numerator of which is the number of Shares listed next to the name
          of such Optionee on Schedule I hereto in the applicable Class of
          Options subject to the Termination Option, as reduced by the number of
          Shares of the Optionee in such Class of Options previously exercised
          or terminated, and the denominator of which is the aggregate number of
          Shares of all Optionees in such Class of Options, as reduced by the
          number of Shares in such Class of Options previously exercised or
          terminated.

     5.   Adjustments in Option Price. In the event that the outstanding shares
of Common Stock subject to the Option are changed into or exchanged for a
different number or kind of shares of the Company or other securities of the
Company by reason of merger, consolidation, recapitalization, reclassification,
stock split, stock dividend or combination of shares, the Company shall make an
appropriate and equitable adjustment in the number and kind of shares as to
which the Option, or portions thereof then unexercised, shall be exercisable, to
the end that after such event the Optionee's proportionate interest shall be
maintained as close as possible to the Optionee's interest before the occurrence
of such event. Such adjustment in the Option shall be made without change in the
total price applicable to the unexercised portion of the Option (except for any
change in the aggregate price resulting from rounding-off of share quantities or
prices) and with any necessary corresponding adjustment in the Option exercise
price per share. Any such adjustment made by the Company shall be final and
binding upon the Optionee, the Company and all other interested persons.

     6.   Registration Rights.

          (a) Definitions. As used in this Section, the following terms have the
     respective meanings set forth below:

     "Registrable Securities" means (a) Shares; and (b) any Common Stock issued
as a dividend or other distribution with respect to or in exchange for or in
replacement of the Shares referenced in (a) above; provided, however, that
"Registrable Securities" shall not include any shares of Common Stock which have
previously been registered or which have been sold to the public.

                                       4

<PAGE>


     "Registration Expenses" means all expenses incurred in effecting any
registration pursuant to this Option, including, without limitation, all
registration, qualification, and filing fees, printing expenses, escrow fees,
fees and disbursements of counsel for the Company, blue sky fees and expenses of
any regular or special audits incident to or required by any such registration,
but shall not include selling expenses and fees and disbursements of counsel for
the Holder.

          (b) Piggyback Registration Rights. If at any time the Company shall
     determine to register any of its shares of Common Stock under the
     Securities Act of 1933, as amended (the "Securities Act"), for the account
     of any of its shareholders, other than a registration statement relating
     solely to employee benefit plans, a registration statement on Form S-4
     pertaining to an acquisition transaction or a registration on a
     registration form that does not permit secondary sales, the Company will:

               (i)   promptly give to Holder written notice thereof;

               (ii)  use its best efforts to include in such registration (and
          any related qualification under the blue sky laws or other
          compliance), except as set forth in Section 6.2 below, all of the
          Registrable Securities specified in a written request or requests,
          made by the Holder within twenty (20) days after the written notice
          from the Company described in the previous clause (a) is given. Such
          request may specify all or a part of Holder's Registrable Securities;
          and

               (iii) pay all Registration Expenses, other than the selling
          expenses of Holder's Registrable Securities.

          (b) Underwriting. If the Registration is for a registered public
     offering involving an underwriting, the Company shall so advise the Holder
     as a part of the written notice given pursuant to this Section. In such
     event, the rights of the Holder hereunder are conditioned upon Holder's
     participation in such underwriting and the inclusion of the Holder's
     Registrable Securities in the underwriting to the extent provided herein.
     To the extent that the Holder proposes to distribute its securities through
     such underwriting, the Holder shall (together with the Company and any
     other securityholders of the Company distributing their securities through
     such underwriting) enter into an underwriting agreement in customary form
     with the underwriter or underwriters selected for such underwriting by the
     Company.

          (c) Exclusion of Registrable Securities. Notwithstanding any other
     provision of this Section, if the managing underwriter of the underwriting
     determines that marketing factors require a limitation of the number of
     shares to be offered in connection with such underwriting, the managing
     underwriter may limit the number of Registrable Securities to be included
     in the Registration and underwriting. The Company shall so advise any of
     its other securityholders who are distributing their securities through
     such underwriting pursuant to their respective piggyback registration
     rights, and the number of shares of Registrable Securities and other
     securities that may be included in the registration and underwriting shall
     be allocated first to the Company for securities being sold for its own
     account and thereafter to the Holder, pro rata with any other holders of
     Common Stock having registration rights at the time of the filing of the
     registration statement. If the Holder disapproves of the terms of any such

                                       5

<PAGE>


     underwriting, it may elect to withdraw therefrom by written notice to the
     Company. Any Registrable Securities so excluded or withdrawn from such
     underwriting shall be withdrawn from such Registration. If Registrable
     Securities are so withdrawn from the registration or if the number of
     shares of Registrable Securities to be included in such registration was
     previously reduced as a result of marketing factors, the Company shall then
     offer to all persons who have retained the right to include securities in
     the registration the right to include additional securities in the
     registration in an aggregate amount equal to the number of shares so
     withdrawn, with such shares to be allocated among the persons requesting
     additional inclusion pro rata amongst those persons requesting inclusion.

          (d) Registration Procedures. In the case of each registration effected
     by the Company pursuant to this Section 6, the Company will keep Holder
     advised in writing as to the initiation of each registration and as to the
     completion thereof, at its expense, the Company will use its best efforts
     to:

               (i) Keep such registration effective for a period of one hundred
          twenty (120) days or until the Holder has completed the distribution
          described in the registration statement relating thereto, whichever
          first occurs; provided, however, that (i) such 120-days period shall
          be extended for a period of time equal to the period the Holder
          refrains from selling any securities included in such registration at
          the request of an underwriter of Common Stock (or other securities) of
          the Company; and (ii) in the case of any registration of Registrable
          Securities on Form S-3 which are intended to be offered on a
          continuous or delayed basis, such 120-day period shall be extended, if
          necessary, to keep the registration statement effective until all such
          Registrable Securities are sold, provided that Rule 145 promulgated
          under the Securities Act, or any successor rule under the Securities
          Act, permits an offering on a continuous or delayed basis, and
          provided further that applicable rules under the Securities Act
          governing the obligation to file a post-effective amendment permit, in
          lieu of filing a post-effective amendment that (1) includes any
          prospectus required by Section 10(a)(3) of the Securities Act or (2)
          reflects facts or events representing a material or fundamental change
          in the information set forth in the registration statement, the
          incorporation by reference of information required to be included in
          (1) and (2) above to be contained in periodic reports filed pursuant
          to Section 13 or 15(d) of the Securities Exchange Act of 1934, as
          amended, in the registration statement;

               (ii)  Prepare and file with the Commission such amendments and
          supplements to such registration statement and the prospectus used in
          connection with such registration statement as may be necessary to
          comply with the provisions of the Securities Act with respect to the
          disposition of all securities covered by such registration statement;

               (iii) Furnish such number of prospectuses and other documents
          incident thereto, including any amendment of or supplement to the
          prospectus, as the Holder from time to time may reasonably request;

                                       6

<PAGE>


               (iv) Notify the Holder at any time when a prospectus relating
          thereto is required to be delivered under the Securities Act of the
          happening of any event as a result of which the prospectus included in
          such registration statement, as then in effect, includes an untrue
          statement of a material fact or omits to state a material fact
          required to be stated therein or necessary to make the statements
          therein not misleading or incomplete in the light of the circumstances
          then existing, and at the request of the Holder, prepare and furnish
          to the Holder, a reasonable number of copies of a supplement to or an
          amendment of such prospectus as may be necessary so that, as
          thereafter delivered to the purchasers of such shares, such prospectus
          shall not include an untrue statement of a material fact or omit to
          state a material fact required to be stated therein or necessary to
          make the statements therein not misleading or incomplete in the light
          of the circumstances then existing;

               (v)  Cause all such Registrable Securities registered pursuant
          hereunder to be listed on each securities exchange on which similar
          securities issued by the Company are then listed;

               (vi) Provide a transfer agent and registrar for all Registrable
          Securities registered pursuant to such registration statement and a
          CUSIP number for all such Registrable Securities, in each case not
          later than the effective date of such registration; and

     (vii) Otherwise use its best efforts to comply with all applicable rules
and regulations of the Commission, and make available to its security holders,
as soon as reasonably practicable, an earnings statement covering the period of
at least twelve months, but not more than eighteen months, beginning with the
first month after the effective date of the Registration Statement, which
earnings statement shall satisfy the provisions of Section 11(a) of the
Securities Act.

     7.    Reserved Shares. The Company has duly reserved for issuance a number
of authorized but unissued shares adequate to fulfill its obligations under this
Agreement. During the term of this Agreement, the Company shall take such action
as may be necessary to maintain at all times an adequate number of shares
reserved for issuance or treasury shares to fulfill its obligations hereunder.

     8.    Assignment or Transfer. This Option may not be assigned or
transferred: provided, that this Option may be transferred among the Optionees
listed on Schedule I hereto. This Option shall be exercisable only by the
Optionees until the Expiration Date.

     9.    Restricted Transfer. If a buy-sell agreement, right of first refusal
agreement or other agreement restricting transfer of Common Stock is in effect
when this Option is exercised and such agreement covers all shares of Common
Stock of the Company outstanding immediately prior to such exercise, then each
Optionee shall become a party to such agreement as a condition to the exercise
of this Option as to such Optionee.

                                       7

<PAGE>


     10. Compliance with Law. This Option shall not be exercised, and no Shares
shall be issued in respect hereof, unless such exercise is done by the Optionee
in compliance with federal and applicable state securities laws.

     11. Legends. The certificates evidencing Shares purchased pursuant to this
Option shall bear any legends deemed necessary by the Company for compliance
with applicable law or otherwise.

     12. Representations of Optionees. As a condition to the exercise of this
Option, the Optionees will deliver to the Company such signed representations as
may be necessary, in the opinion of counsel satisfactory to the Company, for
compliance with applicable federal and state securities laws.

     13. Resale. The ability of an Optionee to transfer Shares purchased
pursuant to this Option or securities acquired in lieu thereof or in exchange
therefor may be restricted under federal or state securities laws. An Optionee
shall not resell or offer for resale such Shares or securities unless they have
been registered or qualified for resale under all applicable federal and state
securities laws or an exemption from such registration or qualification is
available in the opinion of counsel satisfactory to the Company.

     14. Notice. All notices or other communications desired or required to be
given hereunder shall be in writing and shall be deemed to have been duly given
upon receipt, if personally delivered, or on the third business day following
mailing by United States first class mail, postage prepaid, and addressed as
follows:

If to Company:             In Store Media Systems, Inc.
                           15423 E. Batavia Drive
                           Aurora, Colorado  80011
                           Attention:  Robert L. Cohen, Vice President
                           and Chief Financial Officer
                           Tel:   (303) 364-6550
                           Fax:   (303) 364-6564

If to the Optionees:       To the respective addresses
                           Listed on Schedule I hereto

or to such other address as either party shall give to the other in the manner
set forth above.

     15. Tax Treatment and Advice. The Optionees each acknowledge that the tax
treatment of this Option, Shares subject to this Option or any events or
transactions with respect thereto may be dependent upon various factors or
events which are not determined by this Agreement. The Company makes no
representations with respect to and hereby disclaims all responsibility as to
such tax treatment or any other advice with respect to the Optionees.

     16. Miscellaneous. References herein to a date on or as of which an
expiration, termination or lapse shall occur shall be deemed to refer to
Mountain Time, on such date.

                                       8

<PAGE>


     17. Securities Exemption and Qualification. The securities represented by
this Agreement have not been registered under the Securities Act or any state
securities laws. The securities may not be offered for sale, sold, assigned,
offered, transferred or otherwise distributed for value except (a) pursuant to
an effective registration statement under the Securities Act or any state
securities laws or (b) pursuant to an exemption from registration or prospectus
delivery requirements under the Securities Act or any state securities laws in
respect of which the Company has received an opinion of counsel reasonably
satisfactory to the Company to such effect.

     18. Modification and Waiver. This Agreement may be modified, supplemented
or amended or the provisions hereof waived only with the prior written consent
of the Company and the Optionees.

     19. Severability. Wherever possible, each provision of this Agreement shall
be interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Agreement shall be prohibited by or invalid under
applicable law, such provision shall be ineffective to the extent of such
prohibition or invalidity, without invalidating the remainder of such provision
or the remaining provisions of this Agreement.

     20. Headings. The headings used in this Agreement are for the convenience
of reference only and shall not, for any purpose, be deemed a part of this
Agreement.

     21. Governing Law. This Agreement shall be governed by the laws of the
State of Colorado, without regard to the provisions thereof relating to conflict
of laws.

     22. Counterparts; Facsimile. This Agreement may be executed in any number
of counterparts and by different parties on separate counterparts, each of
which, when executed and delivered, shall be deemed to be an original, and all
of which, when taken together, shall constitute but one and the same instrument.
Delivery of an executed counterpart of this Agreement by facsimile shall be
equally as effective as delivery of an original executed counterpart of this
Agreement. Any party delivering an executed counterpart of this Agreement by
facsimile shall also deliver an original executed counterpart of this Agreement
but the failure to deliver an original executed counterpart shall not affect the
validity, enforceability and binding effect of this Agreement.

                            [EXECUTION PAGE FOLLOWS]

                                       9

<PAGE>


     IN WITNESS WHEREOF, the Company and each of the Optionees listed on
Schedule I hereto have executed this Option Agreement effective as of the date
first set forth above.

                                            COMPANY:


                                            IN STORE MEDIA SYSTEMS, INC.,
                                            a Nevada corporation


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


                                            OPTIONEES:

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

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

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

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

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

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

                                       10

<PAGE>


                                   SCHEDULE I


                                            Number of     Number of   Number of
  Name of     Address for     Number of       $1.00         $1.25       $1.50
  Optionee     Notices       $.75 Options    Options       Options     Options



  Total


<PAGE>


                                    EXHIBIT A

In Store Media Systems, Inc.
15423 E. Batavia Drive
Aurora, Colorado  80011

Ladies and Gentlemen:

     This will confirm my understanding with respect to the shares to be issued
(or reissued) to me by reason of my exercise on this date of certain stock
option rights granted to me by IN STORE MEDIA SYSTEMS, INC. for the purchase of
_________ (________) shares of Common Stock at an exercise price of $____ per
share[, _________ (________) shares of Common Stock at an exercise price of
$____ per share,] [_________ (________) shares of Common Stock at an exercise
price of $____ per share] [and _________ (________) shares of Common Stock at an
exercise price of $____ per share] (the "Shares") as follows:

1.   I am acquiring the Shares for my own account for investment with no present
     intention of dividing my interest with others or of reselling or otherwise
     disposing of any of the Shares.

2.   The Shares are being issued without registration under the Securities Act
     of 1933 (the "Act") in reliance upon the private offering exemption
     contained in Section 4(2) of the Act, and such reliance is based in part on
     the above representation.

3.   The certificate for the Shares of stock to be issued to me will bear the
     following legend:

               The shares represented by this certificate have not
               been registered under the Securities Act of 1933 (the
               "Act") and are "restricted securities" as that term is
               defined in Rule 144 under the Act. The shares may not
               be offered for sale, sold or otherwise transferred
               except pursuant to an effective registration statement
               under the Act or pursuant to an exemption from
               registration under the Act, the availability of which
               is to be established to the satisfaction of the
               Company.

     Appropriate stop transfer instructions will be issued by the Company to its
     transfer agent.

4.   Since the Shares have not been registered under the Act, they must be held
     indefinitely until an exemption from the registration requirements of the
     Act is available or they are subsequently registered.

5.   These understandings shall not preclude a sale in compliance with Rule 144
     under the Act, as such rule may be amended and in effect at the time. Sales
     of the shares made in reliance upon Rule 144 may only be made if the Rule
     is then available and then only in limited amounts in accordance with the
     terms and conditions of the Rule as in effect at the time of said sales. I
     agree to furnish you, prior to any such sale, an executed copy of the
     related Form 144, written confirmation of compliance with the Rule by

<PAGE>


     myself and the broker executing the sale, an opinion of counsel
     satisfactory to you that the sale does not require registration under the
     Act, and such other evidence as you shall request of compliance under the
     Rule.

6.   In Store Media Systems, Inc. is not obligated to comply with the
     registration requirements of the Act or with the requirements for an
     exemption under Regulation A under the Act for my benefit.

7.   The undersigned is acquiring these shares subject to the Stock Option
     Agreement between the undersigned and the Company dated as of August 20,
     2001 (the "Stock Option Agreement"), and hereby warrants and represents
     that it will continue to comply with and be bound by the terms, conditions
     and covenants provided in the Stock Option Agreement

By:
   -------------------------------
Date:
     -----------------------------
Printed Name:
             ---------------------
SSN:
    ------------------------------

                                      A-2