EXHIBIT 4.5



ADVANCED REMOTE COMMUNICATION SOLUTIONS, INC.
1996 STOCK OPTION PLAN
(as amended March 24, 1997, March 20, 1998, May 11, 1999 and May 23, 2000)

1.  Purposes of the Plan.

The Advanced Remote Communication  Solutions,  Inc. ("ARCOMS") 1996 Stock Option
Plan (the "Plan") is intended to promote the  interests of ARCOMS,  a California
corporation (the "Company"),  by providing a method whereby (i) employees of the
Company  (or  its  parent  or  subsidiary  corporations)   responsible  for  the
management,  growth  and  financial  success  of the  Company  (or its parent or
subsidiary  corporations),  and (ii)  officers,  directors and  consultants  who
provide  valuable   services  to  the  Company  (or  its  parent  or  subsidiary
corporations),  as  determined  by  the  Plan  Administrator,   may  be  offered
incentives  and  rewards  which will  encourage  them to  acquire a  proprietary
interest,  or otherwise increase their proprietary  interest, in the Company and
continue  to  render  services  to the  Company  (or its  parent  or  subsidiary
corporations).

2. Administration of the Plan.

(a) The Plan shall be  administered  by the  Company's  Board of Directors  (the
"Board") or, to the extent provided by the Board, a committee (the  "Committee")
appointed by the Board,  which shall  consist of not less than two  non-employee
directors (as such term is defined in Rule 16b-3, or any successor  rule,  under
the  Securities  Exchange  Act of 1934),  who shall serve at the pleasure of the
Board;  provided,  however,  that the Plan may be administered by the Board. For
purposes of the Plan, the term "Plan  Administrator" shall mean the Board, or if
the Board delegates  responsibility  for any matter to the Committee.  The Board
may alter the Plan  administration so that the Plan administration is structured
to comply with the rules governing a discretionary plan under Rule 16b-3.

(b) Subject to the  provisions of the Plan,  the Plan  Administrator  shall have
full power and authority to select the Optionees (as defined in Section 3) to be
granted the options  under the Plan,  and to determine  (i) whether each granted
option is to be an  incentive  stock option  ("Incentive  Stock  Option")  which
satisfies the  requirements of Section 422 of the Internal Revenue Code of 1986,
as amended (the  "Internal  Revenue Code") or a  non-statutory  Stock Option not
intended to meet such  requirements,  (ii) the number of shares to be subject to
such  option;  (iii)  the  exercise  prices  of such  shares,  (iv) the terms of
exercise,  (v) the expiration dates and (vi) all other terms and conditions upon
which such option may be exercised.  The Plan Administrator  shall have the full
power and authority  (subject to the  provisions of the Plan) to establish  such
rules and regulations as it may deem  appropriate for the proper  administration
of  the  Plan  and  to  make  such   determinations   under,   and  issue   such
interpretations of, the Plan and any outstanding option as it may deem necessary
or advisable.  Decisions of the Plan Administrator shall be final and binding on
all  parties  who have an interest  in the Plan or any  outstanding  option.  No
person  acting  under  this  subsection  shall be held  liable for any action or
determination  made in good faith with respect to the Plan or any option granted
under the Plan.

(c) The Company shall indemnify and hold harmless each Committee member and each
director of the Company,  and the estate and heirs of such  Committee  member or
director, against all claims, liabilities, expenses, penalties, damages or other
pecuniary losses, including legal fees, which such Committee member or director,
his  or  her   estate  or  heirs   may   suffer  as  a  result  of  his  or  her
responsibilities,  obligations  or duties in  connection  with the Plan,  to the
extent that insurance, if any, does not cover the payment of such items.

3.  Eligibility for Option Grants.

The persons eligible to receive option grants pursuant to the Plan ("Optionees")
are as follows:

(a)  Employees  of the  Company  (or  its  parent  or  subsidiary  corporations,
including  officers and  directors  who are  employees)  who  contribute  to the
success and growth of the Company (or its parent or subsidiary  corporations) or
who may reasonably be anticipated to contribute to the future success and growth
of the Company (or its parent or subsidiary corporations); and

(b) Directors,  officers and  consultants who provide  valuable  services to the
Company (or its parent or subsidiary corporations).

4. Stock Subject to the Plan.

(a) The  stock  issuable  under  the  Plan  shall  be  shares  of the  Company's
authorized  but unissued or reacquired  common stock (the "common  stock").  The
aggregate  number of shares  which may be issued under the Plan shall not exceed
6,000,000  shares of common stock. The total number of shares issuable under the
Plan shall be subject to  adjustment  from time to time in  accordance  with the
provisions of this Section 4.

(b) Should an option be terminated  for any reason  without  being  exercised or
surrendered in whole or in part, the shares subject to the portion of the option
not so exercised or surrendered  shall be available for subsequent option grants
under the Plan.

(c) In the event that the outstanding  shares of common stock issuable under the
Plan as a class are increased or  decreased,  or changed into or exchanged for a
different  number or kind of shares or securities,  as a result of any Corporate
Transactions (as defined in Section 7), stock splits,  stock  dividends,  or the
like  affecting  the  outstanding  common  stock  as a class,  then  appropriate
adjustments  shall be made to the aggregate  number of shares issuable under the
Plan and to the number of shares and price per share of the common stock subject
to each outstanding  option,  in order to prevent the dilution or enlargement of
benefits under such outstanding options.

5. Terms and Conditions of Options.

Options  granted  pursuant to the Plan shall be authorized by action of the Plan
Administrator  and  may,  at the  Plan  Administrator's  discretion,  be  either
Incentive Stock Options or Non-Qualified Stock Options.  Individuals who are not
employees of the Company or its parent or  subsidiary  corporations  may only be
granted  Non-Qualified Stock Options.  Each granted option shall be evidenced by
one or more written  instruments  in a form approved by the Plan  Administrator;
provided,  however,  that each such instrument shall comply with and incorporate
the terms and conditions specified in this Section 5.

(a)  Option Price.

(1) Subject to sub  paragraph  (a) (2),  the option price per share (the "Option
Price"),  (a) with respect to a  Non-Qualified  Stock  Option,  shall be between
eighty-five  percent  (85%) and one  hundred  percent  (100%) of the fair market
value of a share of common stock on the date of the option grant,  as determined
by the  Company  on a case by case basis and (b) with  respect  to an  Incentive
Stock Option,  be one hundred percent (100%) of the fair market value of a share
of common stock on the date of the option grant.

(2) 10%  Shareholder.  If any Optionee under the Plan on the date of grant of an
Incentive  Stock Option or Non Qualified  Stock Option is the owner of stock (as
determined  under Section  424(d) of the Internal  Revenue Code)  possessing ten
percent (10%) or more of the total combined voting power of all classes of stock
of the  Company  or any one of its  parent or  subsidiary  corporations  (a "10%
Shareholder"),  then the option price per share acquired pursuant to exercise of
the Incentive  Stock Option or Non Qualified Stock Option shall not be less than
one hundred and ten percent (110%) of the fair market value of a share of common
stock on the date of the option grant.

(3) The option price shall become  immediately  due upon  exercise of the option
and shall, subject to the provisions of the instrument  evidencing the grant, be
payable in one of the alternative forms specified below:

(i) full payment  in  cash or cash equivalents; or

(ii) full  payment in shares of common  stock  having a fair market value on the
Exercise Date (as defined below) in an amount equal to the option price; or

(iii) a combination of shares of common stock valued at fair market value on the
Exercise Date and cash or cash equivalents, equal in the aggregate to the option
price; or

(iv) any other form of consideration as the Plan Administrator may approve.

For purposes of this Section 5(a)(3),  the Exercise Date shall be the first date
on which the Company shall have received both written  notice of the exercise of
the option and payment of the option  price for the  purchased  shares of common
stock.

(4) For all valuation  purposes under the Plan, the fair market value of a share
of common stock shall be determined in accordance with the following provisions:

(i) If the common  stock is not at the time listed or admitted to trading on any
stock  exchange but is traded in the  over-the-counter  market,  the fair market
value shall be the mean  between the highest bid and lowest asked prices (or, if
such information is available, the closing selling price) of one share of common
stock  in the  over-the-counter  market,  as such  prices  are  reported  by the
National  Association  of  Securities  Dealers  through its NASDAQ system or any
successor  system, on the date of the option grant or Exercise Date, as the case
may be. If there are no reported bid and asked prices (or closing selling price)
for the common stock on the date in question,  then the mean between the highest
bid price and lowest  asked  price (or the  closing  selling  price) on the last
preceding date for which such quotations  exist shall be  determinative  of fair
market value.

(ii) If the common  stock is at the time  listed or  admitted  to trading on any
stock exchange, then the fair market value shall be the closing selling price of
one  share of  common  stock  on the  date in  question  on the  stock  exchange
determined  by the Plan  Administrator  to be the primary  market for the common
stock, as such price is officially  quoted in the composite tape of transactions
on such exchange.  If there is no reported sale of common stock on such exchange
on the date in question, then the fair market value shall be the closing selling
price on the  exchange  on the last  preceding  date for  which  such  quotation
exists.

(iii) If the common stock at the time is neither  listed nor admitted to trading
on any stock exchange nor traded in the  over-the-counter  market, then the fair
market value shall be determined by the Plan  Administrator  in accordance  with
Section 260.140.50 of the California Code of Regulations or any successor rule.

(b) Option Period.

The term of each Non  Qualified  Option shall  commence on the date of grant and
shall be for a term not  exceeding  ten (10) years.  The term of each  Incentive
Option shall be ten (10) years. Despite the preceding sentence,  if an Incentive
Stock  Option or Non  Qualified  Stock  Option is  granted to an  Optionee  who,
immediately  before the grant of the  Incentive  Stock  Option or Non  Qualified
Stock Option owns stock  representing  more than ten percent  (10%) of the total
combined  voting  power of all  classes of stock of the Company or its parent or
subsidiary  corporations,  the exercise period specified in the option agreement
for which the Incentive Stock Option or Non Qualified Stock Option thereunder is
granted,  shall not exceed  five years from the date of grant.  Subject to other
provisions of the Plan,  each option shall be exercisable  during its term as to
at least twenty percent (20%) of the option shares during the twelve (12) months
beginning  on the first  anniversary  of the date of grant,  and twenty  percent
(20%) thereafter  during each of the four (4) next successive  twelve (12) month
periods.  Additionally,  if an Optionee shall not in any period  purchase all of
the option  shares  which the  Optionee is entitled to purchase in such  period,
then the Optionee  may  purchase all or any part of such shares  subject to this
Agreement  at any time after the end of such period and prior to the  expiration
of the option.  Despite the foregoing,  the Board may at its discretion  provide
for earlier exercisability.

(c) Effect of Termination.

(1) Subject to the other provisions of the Plan,  should an Optionee cease to be
an  employee,  officer,  director  or  consultant  of the  Company or any of its
subsidiaries  for death or permanent  disability as defined in Section 22 (e)(3)
of the Internal  Revenue Code, then any option or options granted under the Plan
to such  Optionee  and  outstanding  on the  date of  termination  shall  remain
exercisable  for a period  not to exceed  six (6)  months  from the date of such
termination in the case of Non Qualified  Stock Options and one year in the case
of Incentive Stock Options,  the specific amount of time to be determined at the
time of granting  the option;  provided,  however,  that under no  circumstances
shall such options be exercisable  after the expiration  date of the option term
specified in the  instrument  evidencing  the option  grant.  If the  optionee's
relationship  with the  Company  terminates  for  reasons  other  than  death or
disability,  the Board may fix a such shorter period of exercisability following
the  termination  date,  as  determined  by the  Company at the time of original
grant, but in no event less than thirty (30) days in the case of a Non Qualified
Stock Option or three (3) months in the case of an Incentive Stock Option.  Each
such option  shall,  during such  period,  be  exercisable  to the extent of the
number of shares (if any) for which the option is exercisable on the termination
date (the "Vested  Shares"),  and to the extent that on the termination date the
number of shares (if any) for which the option is not  exercisable  will  become
exercisable  within the following year, the Optionee may exercise the option for
a percentage of such shares based on the following fraction: the numerator shall
be the number of days from the last  anniversary date of the grant of the option
to the termination date and the denominator shall be the number of days from the
last anniversary date of the grant of the option to the next anniversary date of
the grant of the option.  Upon the expiration of such  applicable  period or (if
earlier) upon the expiration of the option term, the option shall  terminate and
cease to be exercisable.

(2)  Notwithstanding  subsection (c)(1) above, the Plan Administrator shall have
complete discretion,  exercisable either at the time the option is granted or at
the  termination  date to provide  that  options  held by such  Optionee  may be
exercised not only with respect to Vested Shares as of the termination date, but
also with respect to one or more subsequent installments of shares for which the
option would otherwise have become exercisable.

(3) For purposes of the Plan, the Optionee shall be deemed to be a consultant of
the Company for so long as the Optionee renders periodic services to the Company
or one or more of its parent or subsidiary corporations.

(d) No Employment or Service Contract. Nothing in the Plan shall confer upon the
Optionee  any right to  continue in the service of the Company (or any parent or
subsidiary  corporation of the Company  employing or retaining the Optionee) for
any period of specific  duration or interfere with or otherwise  restrict in any
way the rights of the Company (or any parent or  subsidiary  corporation  of the
Company  employing or  retaining  Optionee) or the  Optionee,  to terminate  the
service  provider  status of  Optionee  at any time for any  reason or no reason
whatsoever, with or without cause.

(e)  Shareholder  Rights.  An  Optionee  shall  have  none  of the  rights  of a
shareholder  with  respect  to any  shares  covered  by the  option  until  such
individual shall have duly exercised the option and paid the option price.

6.  Exercise of Options.

(a) Each Option may be exercised  in whole or in part (but not as to  fractional
shares) by delivering it for surrender or endorsement to the Company,  attention
of the Corporate  Secretary,  at the Company's  principal office,  together with
payment of the Exercise  Price and an executed  Notice and Agreement of Exercise
in the form prescribed by the Company.

(b) Exercise of each Option is conditioned upon the agreement of the Optionee to
the terms and  conditions  of this Plan and of such Option as  evidenced  by the
Optionee's  execution  and  delivery of a Notice and  Agreement of Exercise in a
form to be  determined  by the  Committee  in its  discretion.  Such  Notice and
Agreement of Exercise shall set forth the agreement of the Optionee that: (a) no
Option  Shares  will  be sold  or  otherwise  distributed  in  violation  of the
Securities Act of 1933 (the "Securities Act") or any other applicable federal or
state securities  laws, (b) each Option Share  certificate may be imprinted with
legends  reflecting any applicable federal and state securities law restrictions
and conditions, (c) the Company may comply with said securities law restrictions
and issue "stop  transfer"  instructions  to its  Transfer  Agent and  Registrar
without liability, (d) each Optionee will timely file all reports required under
federal  securities  laws, and (e) each Optionee will report all sales of Option
Shares to the Company in writing on a form prescribed by the Company.

(c) No Option shall be exercisable unless and until any applicable  registration
or  qualification  requirements  of federal and state  securities  laws, and all
other legal  requirements,  have been fully  complied with. The Company will use
reasonable  efforts to maintain the  effectiveness  of a Registration  Statement
under the  Securities  Act for the  issuance  of  Options  and  shares  acquired
thereunder,  but there may be times when no such Registration  Statement will be
currently  effective.  The  exercise  of Options  may be  temporarily  suspended
without  liability  to the  Company  during  times  when  no  such  Registration
Statement  is  currently  effective,  or during  times when,  in the  reasonable
opinion of the Committee,  such suspension is necessary to preclude violation of
any requirements of applicable law or regulatory bodies having jurisdiction over
the Company.  If any Option  would  expire for any reason  except the end of its
term during such a suspension,  then if exercise of such Option is duly tendered
before its expiration,  such Option shall be exercisable  and exercised  (unless
the  attempted  exercise is withdrawn) as of the first day after the end of such
suspension.  The  Company  shall  have no  obligation  to file any  Registration
Statement covering resales of Option Shares.

(d) Withholding  Taxes. The Company shall have the right at the time of exercise
of any Stock Option to make adequate provision for any federal, state, local, or
foreign  taxes  which it  believes  are or may be required by law to be withheld
with respect to such exercise.

(e) Dollar  Limitation.  The aggregate  fair market value  (determined as of the
respective  date or dates of  grant) of the  common  stock for which one or more
options  granted to any Employee under the Plan (or any other option plan of the
Company or its parent or subsidiary  corporations) may for the first time become
exercisable  as Incentive  Stock Options  during any one calendar year shall not
exceed the sum of One Hundred  Thousand  Dollars  ($100,000).  In the event that
Section 422 of the Internal  Revenue Code is amended to alter the limitation set
forth therein so that following such amendment such limitation shall differ from
the $100,000  limitation set forth above, the dollar  limitation of this Section
6(e) shall be  automatically  adjusted  accordingly.  To the extent the Employee
holds two or more such options  which become  exercisable  for the first time in
the same calendar year, the foregoing  limitation on the exercisability  thereof
as Incentive  Stock  Options shall be applied on the basis of the order in which
such  options  are  granted,  and any  Incentive  Stock  Options  subject to the
limitations of this Section 6(e) shall be treated as Non-Qualified Stock Options
subject to the applicable terms and conditions of the Plan.

7.  Corporate Transactions.

(a)  In  the  event  of  any  of  the  following   transactions   (a  "Corporate
Transaction"):

(i) a merger or consolidation in which the Company is not the surviving  entity,
except for a transaction  the principal  purpose of which is to change the State
of the Company's incorporation,

(ii) the sale,  transfer or other disposition of all or substantially all of the
assets of the Company, or

(iii) any  reverse  merger in which the Company is the  surviving  entity but in
which fifty percent (50%) or more of the Company's  outstanding  voting stock is
transferred to holders different from those who held the stock immediately prior
to such merger,  then each outstanding  option which is not to be assumed by the
successor  corporation  or parent  thereof (or to be replaced  with a comparable
option to purchase shares of the capital stock of such successor  corporation or
parent  thereof)  automatically  shall be  accelerated so that each such option,
immediately   prior  to  the  specified   effective   date  for  such  Corporate
Transaction,  shall become fully exercisable with respect to the total number of
shares of common  stock  purchasable  under such  option.  Any such  accelerated
options not exercised as of the consummation of the Corporate  Transaction shall
terminate  and  cease  to  be  exercisable,  unless  assumed  by  the  successor
corporation or parent thereof (or replaced with a comparable  option to purchase
shares of the capital stock of such successor corporation or parent thereof).

(b) In connection  with any Corporate  Transaction,  the  exercisability  of any
accelerated  options  under the Plan as an  Incentive  Stock Option shall remain
subject to the applicable dollar limitation of Section 6(e).

(c) The Plan  Administrator  shall have the right and power at any time to waive
in whole or in part,  absolutely  or  conditionally,  any  right of the  Company
contained in any instrument or option  agreement  evidencing any options granted
under the Plan.

(d) The grant of options  under the Plan shall in no way affect the right of the
Company to adjust,  reclassify,  reorganize  or otherwise  change its capital or
business  structure  or to merge,  consolidate,  dissolve,  liquidate or sell or
transfer all or any part of its business or assets.

8. Amendment of the Plan.

(a) The Board shall have complete and exclusive  power and authority to amend or
modify the Plan in any or all respects whatsoever;  provided,  however,  that no
such  amendment  or  modification  shall,  without the  consent of the  holders,
adversely  affect  rights and  obligations  with  respect to options at the time
outstanding under the Plan; and provided further, that the Board shall not amend
the plan without the approval of the  shareholders of the Company where required
by law.

(b) The  provisions  of this Plan  pertaining  to  Incentive  Stock  Options are
intended to comply with all requirements of the Internal Revenue Code pertaining
to  qualification  of such  incentive  stock options as Incentive  Stock Options
under the  Internal  Revenue  Code and all  provisions  of the Plan with respect
thereto shall be construed in a manner consistent therewith.

9. Effective Date and Term of Plan.

(a) The Plan shall become  effective  when  adopted by the Board,  but no option
granted under the Plan shall become  exercisable unless and until the Plan shall
have been  approved by the  shareholders  of the  Company.  If such  shareholder
approval is not obtained within twelve (12) months after the date of the Board's
adoption of the Plan, then all options  previously  granted under the Plan shall
terminate and no further options shall be granted.  Subject to such  limitation,
the Plan  Administrator  may grant  options under the Plan at any time after the
Plan  effective  date and before the date fixed  herein for  termination  of the
Plan.

(b) Unless sooner terminated in accordance with the provisions  hereof, the Plan
shall  terminate  upon the earlier of (i) the  expiration  of the eight (8) year
period  measured  from the date of the Board's  adoption of the Plan or (ii) the
date on which all shares  available for issuance  under the Plan shall have been
issued or canceled  pursuant to the  exercise or  surrender  of options  granted
under the Plan.

10.  Regulatory Approvals.

The  implementation  of the Plan, the granting of any option under the Plan, and
the  issuance of common stock upon the exercise or surrender of any such option,
shall be subject to the  procurement by the Company of all approvals and permits
required  by  regulatory  authorities  having  jurisdiction  over the Plan,  the
options granted under the Plan and the common stock issued pursuant to the Plan.

11.  Requests for Information.

For  additional  information  about the Plan or the Plan  Administrator,  please
direct all such  requests  to the Chief  Financial  Officer of  Advanced  Remote
Communication Solutions, Inc., 10675 Sorrento Valley Road, Suite 200, San Diego,
CA 92121, telephone number (619) 657-0100.

12.  Financial Reports.

The Company shall deliver financial and other information regarding the Company,
on an annual or other periodic basis, to each individual  holding an outstanding
option  under the Plan,  to the extent the Company is  required to provide  such
information  pursuant to Section  260.140.46  (or any successor  thereto) of the
Rules of the California Corporations Commissioner.

13.  Successors in Interest.

The Company  shall not assign or  delegate to any other  person this Plan or any
rights  or  obligations   under  this  Plan.   Subject  to  any  restriction  on
transferability  contained  in this Plan,  this Plan  shall be binding  upon and
shall  inure to the  benefit of the  successors-in-interest  and assigns of each
party  to  this  Plan.  Nothing  in  this  Paragraph  shall  create  any  rights
enforceable by any person not a party to this Plan, except for the rights of the
successors-in-interest  and  assigns  of each party to this  Plan,  unless  such
rights  are  expressly  granted  in this Plan to other  specifically  identified
persons.

14.  Governing Law.

This Plan shall be construed in  accordance  with,  and governed by, the laws of
the State of California.

15.  Attorney's Fees.

In the  event  any  litigation,  arbitration,  mediation,  or  other  proceeding
("Proceeding")  is initiated by any party(ies)  against any other  party(ies) to
enforce,  interpret or otherwise  obtain  judicial or  quasi-judicial  relief in
connection with this Plan the prevailing  party(ies) in such Proceeding shall be
entitled to recover from the unsuccessful  party(ies) all costs,  expenses,  and
actual attorney's and expert witness fees relating to or arising out of (a) such
Proceeding  (whether or not such Proceeding  proceeds to judgment),  and (b) any
post-judgment  or post-award  proceeding  including  without  limitation  one to
enforce  any  judgment or award  resulting  from any such  Proceeding.  Any such
judgment or award shall  contain a specific  provision  for the  recovery of all
such  subsequently  incurred costs,  expenses,  and actual attorney's and expert
witness fees.

16.  Prior Understandings.

This Plan contains the entire agreement  between the parties with respect to the
subject  matter of the Plan, is intended as a final  expression  with respect to
such  terms as are  included  in the  Plan,  and  supersedes  all  negotiations,
stipulations,  understandings,  agreements,  representations and warranties,  if
any,  with  respect to such  subject  matter,  which  precede or  accompany  the
execution of the Plan.

17.  Arbitration.

All  disputes  pertaining  to  this  Plan  shall  be  resolved  by the  American
Arbitration Association pursuant to its rules in San Diego, California.

18.  Option Non-Transferable; Exceptions

This option shall be neither  transferable nor assignable by Optionee other than
by will or by the laws of descent and distribution and may be exercised,  during
Optionee's lifetime, only by Optionee.