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                                                                     Exhibit 4.5

                                                     SAMPLE THEODORE GAMES, INC.
                                                          STOCK OPTION AGREEMENT

Neither this Option nor the Common Stock to be issued upon exercise hereof, has
been registered under the Securities Act of 1993, as amended, (The "Act"), or
qualified under any state securities law (the "Law"), and this Option has been,
and the Common Stock to be issued upon exercise hereof will be, acquired for
investment and not with a view to, or for resale in connection with, any
distribution thereof. No such sale or other disposition may be made without an
effective registration statement under the Act and qualification under the law
related thereto or an opinion of counsel reasonably satisfactory to Theodore
Games, Inc. and its counsel, that said registration and qualifications are not
required under the Act and Law, respectively.

                              THEODORE GAMES, INC.

                             STOCK OPTION AGREEMENT

         This stock option (the "Option" or the "Agreement") is being granted
pursuant to certain resolutions of the Board of Directors of Theodore Games,
Inc. dated [                    ].

     I.       NOTICE OF STOCK OPTION GRANT

              Optionee:

              [ ]

              You have been granted an option to purchase Common Stock of
              Theodore Games, Inc. (the"Company"). This option shall be subject
              to the following terms and conditions:

              Effective Date of Grant                  [ ]

              Exercise Price Per Share                 [ ]

              Number of Shares Granted                 [ ]

              Type of Option:                          [ ]

              Expiration Date:                         [ ]

              VESTING SCHEDULE:
              ----------------

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


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                         [ ]

           EXERCISE PRICE:
           --------------

           The Exercise Price of this Option is [ ] per share.

     II.      AGREEMENT

              1.         GRANT OF OPTION. The Company hereby grants to the
                         Optionee named in the Notice of Grant attached as Part
                         I of this agreement (the "Optionee"), an option
                         (the"Option") to purchase the number of shares
                         ("Shares"), as set forth in the Notice of Grant, at the
                         exercise price per share set forth in the Notice of
                         Grant (the "Exercise Price"), subject to the terms and
                         conditions set forth therein.

              2.         EXERCISE OF OPTION.

                        (a) RIGHT TO EXERCISE. This option is exercisable during
         its term in accordance with the Vesting Schedule set forth in the
         Notice of Grant and the applicable provisions of the Option Agreement.
         In the event of Optionees's death, Disability or other termination of
         Optionee's employment or consulting relationship, the exercisability of
         the Option is governed by the applicable provisions of this Agreement.

                        (b) METHOD OF EXERCISE. This option is exercisable by
         delivery of an exercise notice, in the form of 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.

              3.        (c) 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;
                   (b)     Check
                   (c)     In lieu of exercising this Option by delivery of cash
                           or check, the Optionee may make a valid Option
                           exercise by electing to receive shares equal to the
                           value of this Option (or the portion thereof being
                           canceled) by surrendering this Option at the
                           principal office of the Company together with the
                           Exercise Notice (a "Net Exercise"), in which event
                           the Company shall transfer to the Optionee a number
                           of Shares computed using the following formula:

                           X        =       Y (A-B)
                                            -------
                                               A

                  Where    X        = the number of Option Shares to be issued
                                      to such Optionee.

                           Y        = the number of Option Shares purchasable by
                                      such Optionee under this Option Agreement
                                      the rights to which are surrendered
                                      pursuant to the Net Exercise.

                           A        = the Fair Market Value of one Option Share,
                                      (as determined by the average bid and ask
                                      price per share of the Company stock as
                                      quoted on the OTC Bulletin Board or other
                                      national exchange upon which the Company's
                                      stock is quoted).

                           B        = the Exercise Price (as adjusted to the
                                      date of such calculation).


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         4. NON-TRANSFERABILITY OF OPTION. This Option may not be transferred in
any manner other than by will or by the laws of descent or distribution and may
be exercised during the lifetime of Optionee only be the Optionee. The terms of
this Option Agreement shall be binding upon the executors, administrators,
heirs, successors and assigns of the Optionee.

         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. TERMINATION OF OPTION. The Option shall terminate under the
following circumstances:

            (a) The Option shall terminate on the Expiration Date;
            (b) The Option shall terminate three months after the Optionee's
                termination of employment;
            (c) If the Optionee dies before the Option terminates pursuant to
                paragraph 6(a) or 6(b), above, the Option shall terminate on the
                earlier of (i) the date on which the Option would have lapsed
                had the Optionee lived and had his employment status (I.E.,
                whether the Participant was employed by the Company on the date
                of his death or had previously terminated employment) remained
                unchanged; or (ii) 15 months after the date of the Optionee's
                death. Upon the Optionee's death, any exercisable Options may be
                exercised by the Optionee's legal representative or
                representatives, by the person or persons entitled to do so
                under the Optionee's last will and testament, or, if the
                Optionee shall fail to make testamentary disposition of the
                Option or shall die intestate, by the person or persons entitled
                to receive said Option under the applicable laws of descent and
                distribution.

         7. DILUTION PROTECTION:

            (a) In the event the Company shall (i) declare a dividend on its
                Common Stock in shares of Common Stock or make a distribution in
                shares of Common Stock, (ii) declare a stock split or reverse
                stock split of its outstanding shares of Common Stock, (iii)
                combine its outstanding shares of Common Stock into a smaller
                number of shares of Common Stock or (iv) issue by
                reclassification of its shares of Common Stock other securities
                (including any such reclassification in connection with a
                consolidation or merger in which the Company or any of its
                subsidiaries is the continuing corporation), then the number of
                shares of Common Stock of the Company, deliverable to Holder
                hereunder and the exercise price related thereto shall be
                adjusted so that the Holder shall be entitled to receive the
                kind and number of shares of Common Stock of the Company which
                the Holder has the right to receive, upon the happening of any
                of the events described above, with the respect to the shares of
                the Company stock which were otherwise deliverable pursuant
                hereto. An adjustment made pursuant to this paragraph shall
                become effective immediately after the effective date of such
                event;

            (b) Whenever the number of Shares or the exercise price of this
                Option is adjusted pursuant to this paragraph, the Company shall
                promptly mail by first class mail, postage prepaid, to Holder,
                notice of such adjustment or adjustments.

         8. AVAILABILTY OF COMPANY STOCK. The Company hereby agrees and
covenants that at all times during the Exercise Period it shall reserve for
issuance a sufficient number of shares of common stock as would be required upon
full exercise of the rights represented by this agreement.

         9. NO RIGHT TO EMPLOYMENT. Nothing in this agreement shall interfere
with or limit in any way the right of the Company to terminate the Optionee's

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employment at any time, nor confer upon the Optionee any right to continue in
the employment of the company or any Subsidiary.

         10. GOVERNING LAW. This Agreement is governed by the laws of the State
of Texas.




                                                     THEODORE GAMES, INC.


                                                     By:______________________


                                                     Optionee

                                                     By:______________________



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