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                                                                     Exhibit 4.6

                                 SAMPLE INTERAMERICAS COMMUNICATIONS CORPORATION
                                                 EMPLOYEE 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.

                    INTERAMERICAS COMMUNICATIONS CORPORATION

                             STOCK OPTION AGREEMENT

         This stock option (the "Option" or the "Agreement") is being granted
pursuant to certain resolutions of the Board of Directors of InterAmericas
Communications Corporation, (the "COMPANY") dated [                 ].

     I.       NOTICE OF STOCK OPTION GRANT

              Optionee:

              [ ]

         You have been granted an option to purchase Common Stock of
InterAmercias Communications Corporation (the "COMPANY"). This option shall be
subject to the following terms and conditions:

              Date of Grant                            [ ]

              Exercise Price Per Share                 [ ]

              Number of Shares Granted                 [ ]

              Type of Option:                          [ ]

              Expiration Date:                         [ ]



              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.         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

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         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).


4.       REGISTRATION UNDER THE SECURITIES ACT.


                  (a) PIGGY BACK RIGHTS. If at any time the Company shall
         propose to file with the Securities and Exchange  Commission (the
         "Commission") on behalf of the Company or any other stockholder a
         registration statement under the Securities Act, with respect to any
         class of security (as defined in Section 3(a)(10) of the Securities
         Exchange Act of 1934, as amended (the "EXCHANGE ACT"), other than a
         registration statement approved by the Board of Directors on Form S-4
         or S-8 as the Commission may from time to time require, the Company
         shall in each case timely notify the Optionee and include in such
         registration statement any or all of the Option Shares as the Optionee
         may request within twenty (20) days after the Company's giving of such
         notice, subject to the conditions set forth herein.

                  (b) DEMAND RIGHTS. Provided that the Company is eligible to
         file a registration statement on Form S-3, if at any time after the
         date of this Agreement the Company shall receive from the Optionee a
         written request that the Company effect a registration on form S-3 to
         permit the sale or disposition of the Shares, the Company shall file a
         registration statement on form S-3 as expeditiously as possible
         covering the Shares.

                  (c) DUTIES OF COMPANY. In connection with the preparation and
         filing of a registration statement, the Company agrees to (i) use its
         best efforts to cause such registration statement to become and remain
         effective; (ii) furnish to the Optionee such number of copies of a
         prospectus, including a preliminary prospectus, in conformity with the
         requirements of the Securities Act, and such other documents as
         Optionee may reasonably request in order to facilitate the disposition
         of the Shares; and (iii)use its best efforts to register and qualify
         the shares in such jurisdictions as shall be identified by the Optionee
         for the distribution of the securities covered by the registration
         statement.






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                  (d) INDEMNIFICATION BY OPTIONEE.  To the extent permitted by
         law, Optionee will indemnify and hold harmless the  Company, and its
         directors, officers, employees, agents and representatives, as well as
         its controlling persons (within the meaning of the Securities Act)
         against any losses, claims, damages, liabilities, or expenses,
         including without limitation, attorneys' fees and disbursements, which
         arise out of or are based upon any violation by Optionee of the
         Securities Act or any rule or regulation promulgated thereunder
         applicable to Optionee or arise out of or are based upon any untrue
         statement of any material fact contained in the registration statement,
         or arise out of or are based upon the omission or alleged omission to
         state therein a material fact required to be stated therein or
         necessary to make the statements therein not misleading, but only to
         the extent that such untrue statement or alleged untrue statement or
         omission, or alleged omission was made in such registration statement
         in reliance upon and in conformity with information furnished by
         Optionee in writing expressly for use in connection with such
         registration statement.

                  (e) INDEMNIFICATION BY COMPANY.  To the extent permitted by
         law, Optionee will indemnify and hold harmless the Company, and its
         directors, officers, employees, agents and representatives, as well as
         its controlling persons (within the meaning of the Securities Act)
         against any losses, claims, damages, liabilities, or expenses including
         without limitation, attorneys' fees and disbursements, which arise out
         of or are based upon any violation by Optionee of the Securities Act to
         the extent that any losses, claims, damages or liabilities to arise out
         of or are based upon any untrue or alleged untrue  statement of
         material fact contained in the registration statement, or arise out of
         or are based upon the omission or alleged omission to state therein a
         material fact required to be stated therein or necessary to make the
         statements therein misleading, or arise out of any violation by the
         Company of any rule  or regulation promulgated under the Securities Act
         applicable to the Company and relating to action or inaction required
         of the Company in connection with such registration statement;
         provided, however, that the indemnity agreement contained in this
         paragraph shall not apply to any loss, damage, or liability to the
         extent that same arises out of or is based upon any untrue statement or
         omission made in connection with such registration statement in
         reliance upon and in conformity with information furnished in writing
         expressly for use in connection with such registration statement by
         Optionee.

                  (f) UNDERTAKING BY OPTIONEE. Optionee undertakes to comply
         with all applicable Laws governing the distribution of securities in
         connection with Optionee's sale of the Shares, and to notify the
         Company of any changes in Optionee's plan of distribution so that the
         Company can sticker or amend the registration statement as the Company
         deems appropriate in its sole discretion.

5.       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.

6.       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.



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7.       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.

8.       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.


9.       AVAILABILITY 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.

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

11.      TAX CONSEQUENCES.  Some of the federal income tax
         liability upon relating to this Option, as of date of this
         Option, are set forth below.  THIS SUMMARY IS NECESSARILY INCOMPLETE,
         AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE.  THE OPTIONEE
         SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THIS OPTION OR
         DISPOSING OF THE SHARES.


                (a) EXERCISING THE OPTION. The Optionee may incur regular
                    federal income tax liability upon exercise of the Option.
                    The Optionee will be treated as having received
                    compensation income (taxable at ordinary income tax rates)
                    equal to the excess, if any, of the Fair Market Value of
                    the Exercised Shares on the date of exercise over their
                    aggregate Exercise Price. If the Optionee is an Employee,
                    the Company will be required to withhold from his or her
                    compensation or collect from Optionee and pay to the
                    applicable taxing authorities an amount equal to a
                    percentage of this compensation income at the time of
                    exercise

                (b) DISPOSITION OF SHARES. If the Optionee holds Shares for at
                    least one year, any gain realized on disposition of the
                    Shares will be treated as long-term capital gain for
                    federal income tax purposes.

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

         IN WITNESS WHEREOF, this Agreement is executed this [ ] day of [ ].

                           INTERAMERICAS COMMUNICATION CORPORATION

                           By:______________________

                           OPTIONEE:

                           -------------------------

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                                    EXHIBIT A

                    INTERAMERICAS COMMUNICATIONS CORPORATION

                                 EXERCISE NOTICE

InterAmericas Communications Corporation
2655 LeJeune Road, #500
Coral Gables, FL 33134

                  1. EXERCISE OF OPTION. Effective as of today, ___________,
the undersigned ("Purchaser") hereby elects to purchase __ shares (the "shares")
of the Common Stock of InterAmericas Communications Corporation (the "Company")
under and pursuant to the Stock Option Agreement dated [ ] (the "Option
Agreement"). The purchase price for the Shares shall be as set forth in the
Option Agreement, as adjusted.

                  2. DELIVERY OF PAYMENT. Purchaser herewith delivers to the
Company the full purchase price for the Shares (either in cash, check or through
a Net Exercise as defined in the Option Agreement.)

                  3. REPRESENTATIONS OF PURCHASER. Purchaser acknowledges that
Purchaser has received, read and understood the Option Agreement and agrees to
abide by and be bound by its terms and conditions.

                  4. RIGHTS AS SHAREHOLDERS. Until the issuance (as evidenced by
the appropriate entry on the books of the Company or of a duly authorized
transfer agent of the Company) of the stock certificate evidencing such Shares,
no right to vote or receive dividends or any other rights as a shareholder shall
exist with respect to the Optioned Stock, notwithstanding the exercise of the
Option. A share certificate for the number of Shares so acquired shall be issued
to the Optionee as soon as practicable after exercise of the Option.

                  5. TAX CONSULTATION. Purchaser understands that Purchaser may
suffer adverse tax consequences as a result of Purchaser's purchase or
disposition of the Shares. Purchaser represents that Purchaser has consulted
with any tax consultants Purchaser deems advisable in connection with the
purchase or disposition of the Shares and that Purchaser is not relying on the
Company for any tax advice.

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                  6. ENTIRE AGREEMENT. The Option Agreement is incorporated
herein by reference. This Exercise Notice and the Option Agreement constitute
the entire agreement of the parties and supersede in their entirety all prior
undertakings and agreements of the Company and Optionee with respect to the
subject matter hereof.

Submitted by:                                        Accepted by:


OPTIONEE:                                            INTERAMERICAS
                                                     COMMUNICATIONS
                                                     CORPORATION

____________________                                 By: ____________________



                                                     Its:_____________________
ADDRESS:


--------------------


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