EXHIBIT 4.5


                              THINK NEW IDEAS, INC.
                              AMENDED AND RESTATED
                             1998 STOCK OPTION PLAN








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                              THINK NEW IDEAS, INC.
                              AMENDED AND RESTATED
                             1998 STOCK OPTION PLAN



                                    ARTICLE I
                            ESTABLISHMENT AND PURPOSE


         Section  1.1.  THINK New  Ideas,  Inc.,  a  Delaware  corporation  (the
"Company"),  hereby  establishes  a stock  option plan to be named the THINK New
Ideas, Inc. Amended and Restated 1998 Stock Option Plan (the "Plan").

         Section  1.2.  The  purpose of this Plan is to induce  persons  who are
officers,  directors,  employees and  consultants  of the Company (or any of its
subsidiaries)  who are in a position to  contribute  materially to the Company's
prosperity  to remain with the  Company,  to offer said persons  incentives  and
rewards in recognition of their contributions to the Company's progress,  and to
encourage said persons to continue to promote the best interests of the Company.
This Plan  provides for the grant of options to purchase  shares of common stock
of the Company, par value $.0001 per share (the "Common Stock") which qualify as
incentive stock options ("Incentive  Options") under Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code"), to persons who are employees,  as
well as options which do not so qualify  ("Non-Qualified  Options") to be issued
to  persons,  including  those  who are not  employees.  Incentive  Options  and
Non-Qualified  Options  may  be  collectively  referred  to  hereinafter  as the
"Options" as the context may require.  Persons granted Options  hereunder may be
referred to hereinafter as the "Optionees."

         Section  1.3.  All Options  granted on or after the date that this Plan
has been approved and adopted by the Company's board of directors (the "Board of
Directors")  shall be governed by the terms and  conditions  of this Plan unless
the  terms  of any such  Option  specifically  indicate  that it is not to be so
governed.

         Section 1.4. Any Option granted  hereunder which is intended to qualify
as an Incentive  Option which, for any reason  whatsoever,  fails to so qualify,
shall be deemed to be a Non-Qualified Option granted hereunder.


                                   ARTICLE II
                                 ADMINISTRATION

         Section 2.1. All determinations  hereunder  concerning the selection of
persons  eligible  to receive  awards  under this Plan and  determinations  with
respect to the  timing,  pricing  and amount of an award  hereunder  (other than
pursuant to a non-discretionary  formula hereinafter set forth) shall be made by
an administrator (the  "Administrator").  The Administrator shall be either: (a)
the Board of Directors,  or (b) in the  discretion of the Board of Directors,  a
committee  of not less  than two (2)  members  of the  Board of  Directors  (the
"Committee"),  each of whom is a




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"Non-Employee"  Director as such term is defined in Rule 16b-3 (as such rule may
be amended from time to time, "Rule 16b-3") under the Securities Exchange Act of
1934, as amended (the "Exchange Act"). In the event this Plan is administered by
the Committee, the Committee shall select one (1) of its members to serve as the
chairman  thereof and shall hold its meetings at such times and places as it may
determine.  In such  case,  a  majority  of the total  number of  members of the
Committee shall be necessary to constitute a quorum; and (i) the affirmative act
of a  majority  of the  members  present  at any  meeting  at which a quorum  is
present,  or (ii) the  approval  in writing by a majority  of the members of the
Committee, shall be necessary to constitute action by the Committee.

         Section 2.2. The provisions  hereof  relating to Incentive  Options are
intended to comply in every respect with Section 422 of the Code ("Section 422")
and the regulations promulgated thereunder. In the event that any future statute
or regulation shall modify Section 422, this Plan shall be deemed to incorporate
by  reference  such  modification.  Any  agreement  relating to the grant of any
Incentive Option  hereunder,  which Option is outstanding and unexercised at the
time that any modifying statute or regulation becomes  effective,  shall also be
deemed to  incorporate  by  reference  such  modification  and no notice of such
modification  need be  given  to the  Optionee.  Any  agreement  relating  to an
Incentive  Option  granted  hereunder  shall  provide that the Optionee hold the
stock received upon exercise of such  Incentive  Option for a minimum of two (2)
years from the date of grant of the  Incentive  Option and one (1) year from the
date of exercise of such Incentive Option, absent the written approval,  consent
or waiver of the Administrator.

         Section 2.3. If any  provision of this Plan is determined to disqualify
the shares of Common Stock  purchasable  upon  exercise of an  Incentive  Option
granted  hereunder from the special tax treatment  provided by Section 422, such
provision shall be deemed to incorporate by reference the modification  required
to qualify such shares of Common Stock for said tax treatment.

         Section 2.4. The Company  shall grant  Options  hereunder in accordance
with determinations made by the Administrator pursuant to the provisions hereof.
All Options  granted  pursuant  hereto shall be clearly  identified as Incentive
Options or Non-Qualified  Options. The Administrator may from time to time adopt
(and  thereafter  amend or rescind) such rules and  regulations for carrying out
this  Plan  and  take  such  action  in the  administration  of this  Plan,  not
inconsistent with the provisions  hereof, as it shall deem proper.  The Board of
Directors  or,  subject  to the  supervision  of the  Board  of  Directors,  the
Committee, as the Administrator,  shall have plenary discretion,  subject to the
express  provisions  of this  Plan,  to  determine  which  officers,  directors,
employees and consultants shall be granted Options, the number of shares subject
to each Option,  the time or times when an Option may be  exercised  (whether in
whole or in installments), the terms and provisions of the respective agreements
relating to the grant of Options (which need not be  identical),  including such
terms  and  provisions  which  may be  amended  from  time to time as  shall  be
required, in the judgment of the Administrator,  to conform to any change in any
law or regulation applicable hereto, and to make all other determinations deemed
necessary or advisable for the  administration of this Plan. The  interpretation
and  construction  of any  provision of this Plan by the  Administrator  (unless
otherwise  determined by the Board of Directors) shall be final,  conclusive and
binding upon all persons.





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         Section  2.5.  No member of the  Administrator  shall be liable for any
action or  determination  made in good faith with respect to  administration  of
this Plan or the Options  granted  hereunder.  Members of the Board of Directors
and/or the Committee, as the Administrator, shall be indemnified by the Company,
pursuant to the Company's  bylaws,  for any  expenses,  judgments or other costs
incurred as a result of a lawsuit filed against such member  claiming any rights
or remedies arising out of such member's  participation in the administration of
this Plan.


                                   ARTICLE III
                      TOTAL NUMBER OF SHARES TO BE OPTIONED

         Section  3.1.  There shall be reserved  for  issuance or transfer  upon
exercise of the Options  granted  from time to time  hereunder  an  aggregate of
1,500,000  shares of Common Stock  (subject to adjustment as provided in Article
VIII  hereof).  The shares of Common  Stock  issued upon  exercise of any Option
granted hereunder may be shares of Common Stock previously issued and reacquired
by the Company at any time or authorized but unissued shares of Common Stock, as
the Board of Directors from time to time may determine.

         Section 3.2. In the event that any Options  outstanding under this Plan
for any reason expire or are  terminated  without having been exercised in full,
the  unpurchased  shares of Common  Stock  subject  to such  Option and any such
surrendered  shares  of  Common  Stock  may  again  be  available  for  transfer
hereunder.

         Section  3.3.  No  Options  shall be  granted  pursuant  hereto  to any
Optionee  after the tenth  anniversary of the earlier of: (a) the date that this
Plan is  adopted  by the Board of  Directors,  or (b) the date that this Plan is
approved by the stockholders of the Company.


                                   ARTICLE IV
                                   ELIGIBILITY

         Section  4.1.   Non-Qualified  Options  may  be  granted  hereunder  to
officers,  directors,  employees and  consultants  of the Company (or any of its
subsidiaries)  selected  by the  Administrator,  and  Incentive  Options  may be
granted  hereunder only to employees  (including  officers and directors who are
employees)  of  the  Company  (or  any  of  its  subsidiaries)  selected  by the
Administrator.  For purposes of  determining  who is an employee with respect to
eligibility  for Incentive  Options,  the  provisions of Section 422 of the Code
shall govern.  The Administrator may determine (in its sole discretion) that any
person who would otherwise be eligible to be granted Options shall, nonetheless,
be ineligible to receive any award under this Plan.

         Section 4.2. The Administrator shall (in its discretion)  determine the
persons  to be  granted  Options,  the time or times at which  Options  shall be
granted,  the number of shares of



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Common  Stock  subject  to each  Option,  the terms of a vesting  or  forfeiture
schedule,  if any,  the type of Option  issued,  the  period  during  which such
Options may be  exercised,  the manner in which Options may be exercised and all
other terms and  conditions of the Options;  provided,  however,  that no Option
shall be granted which has terms or conditions inconsistent with those stated in
Articles V and VI hereof.  Relevant  factors in making such  determinations  may
include the value of the services  rendered by the respective  Optionee,  his or
her present and potential  contributions to the Company,  and such other factors
which are deemed relevant by the  Administrator in accomplishing  the purpose of
this Plan.


                                    ARTICLE V
                         TERMS AND CONDITIONS OF OPTIONS

         Section 5.1. Each Option  granted under this Plan shall be evidenced by
a stock option  certificate  and agreement  (the "Option  Agreement")  in a form
consistent  with this Plan,  provided  that the following  terms and  conditions
shall apply:

                  (a) The price at which each share of Common  Stock  covered by
an Option may be purchased shall be set forth in the Option  Agreement and shall
be  determined  by the  Administrator,  provided  that the option  price for any
Incentive Option shall not be less than the "fair market value" of the shares of
Common Stock at the time of grant determined.  Notwithstanding the foregoing, if
an Incentive  Option to purchase shares of Common Stock is granted  hereunder to
an Optionee who, on the date of the grant, directly or indirectly owns more than
ten percent  (10%) of the voting  power of all  classes of capital  stock of the
Company (or its parent or subsidiary),  not including the shares of Common Stock
obtainable  upon  exercise of the Option,  the  minimum  exercise  price of such
Option shall be not less than one hundred ten percent (110%) of the "fair market
value"  of the  shares  of  Common  Stock  on the date of  grant  determined  in
accordance with Section 5.1(b) below.

                  (b)  The  "fair  market  value"  shall  be  determined  by the
Administrator,  which  determination  shall be binding  upon the Company and its
officers,  directors,  employees and consultants. The determination of the "fair
market value" shall be based upon the following:  (i) if the Common Stock is not
listed and traded upon a recognized  securities  exchange and there is no report
of stock prices with respect to the Common Stock published by a recognized stock
quotation service,  on the basis of the recent purchases and sales of the Common
Stock in arms_length  transactions;  (ii) if the Common Stock is not then listed
and  traded  upon a  recognized  securities  exchange  or quoted  on the  NASDAQ
National  Market  System,  and there are reports of stock prices by a recognized
quotation service, upon the basis of the last reported sale or transaction price
of the Common Stock on the date of grant as reported by a  recognized  quotation
service, or, if there is no last reported sale or transaction price on that day,
then upon the basis of the mean of the last  reported  closing  bid and  closing
asked prices for the Common  Stock on that day or on the date nearest  preceding
that day;  or (iii) if the Common  Stock  shall then be listed and traded upon a
recognized  securities  exchange or quoted on the NASDAQ National Market System,
upon the basis of the last reported sale or transaction price at which shares of
Common Stock were traded on such recognized  securities  exchange on the date of
grant



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or, if the Common Stock was not traded on such date,  upon the basis of the last
reported sale or transaction  price on the date nearest preceding that date. The
Administrator  shall also  consider  such other  factors  relating  to the "fair
market value" of the Common Stock as it shall deem appropriate.

                  (c) For the purpose of  determining  whether an Optionee  owns
more than ten percent  (10%) of the voting  power of all classes of stock of the
Company,  an Optionee shall be considered to own those shares of stock which are
owned   directly  or  indirectly   through   brothers  and  sisters   (including
half_blooded   siblings),   spouse,   ancestors  and  lineal  descendants;   and
proportionately  as a shareholder of a corporation,  a partner of a partnership,
and/or a  beneficiary  of a trust or an estate that owns shares of capital stock
of the Company.

                  (d)  Notwithstanding any other provision hereof, in accordance
with the  provisions  of  Section  422(d) of the Code,  to the  extent  that the
aggregate "fair market value"  (determined at the time the Option is granted) of
the shares of Common  Stock with  respect to which  Incentive  Options  (without
reference  to  this  provision)  are  exercisable  for  the  first  time  by any
individual  in any  calendar  year under any and all stock  option  plans of the
Company  (and  its  subsidiary  corporations  and its  parent,  if any)  exceeds
$100,000, such Options shall be treated as Non-Qualified Options.

                  (e) An Optionee  may, in the  Administrator's  discretion,  be
granted more than one (1) Incentive  Option or  Non-Qualified  Option during the
duration of this Plan, and may be issued a combination of Non-Qualified  Options
and Incentive Options; provided, however, that non-employees are not eligible to
receive Incentive Options.

                  (f) The  duration  of any  Option  shall  be  within  the sole
discretion of the Administrator;  provided,  however,  that any Incentive Option
granted to a ten percent (10%) or less stockholder or any  Non-Qualified  Option
shall,  by its terms,  be  exercised  within  ten (10) years  after the date the
Option is granted and any Incentive Option granted to a greater than ten percent
(10%) stockholder  shall, by its terms, be exercised within five (5) years after
the date the Option is granted.

                  (g) An Option shall not be  transferable by the Optionee other
than by will,  or by the laws of  descent  and  distribution.  An Option  may be
exercised during the Optionee's lifetime only by the Optionee.

                  (h) At least  six (6)  months  shall  elapse  from the date on
which an Option is granted to an officer,  director, or beneficial owner of more
than ten percent (10%) of the outstanding  shares of Common Stock of the Company
under  this Plan by the  Administrator  to the date on which any share of Common
Stock  underlying  such  Option  is sold,  unless  the  Administrator  otherwise
consents in writing.


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                                   ARTICLE VI
                        EMPLOYMENT OR SERVICE OF OPTIONEE

         Section 6.1. If the  employment or service of an Optionee is terminated
for cause,  the option rights of such Optionee,  both accrued and future,  under
any  then   outstanding   Non-Qualified  or  Incentive  Option  shall  terminate
immediately,  subject to the provisions of any employment  agreement between the
Company  (or any  subsidiary)  and an  Optionee  which,  by its terms,  provides
otherwise.  In the event  that an  employee  who is an  Optionee  hereunder  has
entered into an employment agreement with the Company (or a subsidiary), "cause"
shall  have  the  meaning  attributed  thereto  in  such  employment  agreement;
otherwise,  "cause"  shall  mean  incompetence  in the  performance  of  duties,
disloyalty, dishonesty, theft, embezzlement, unauthorized disclosure of patents,
processes  or trade  secrets of the  Company,  individually  or as an  employee,
partner, associate,  officer or director of any organization.  The determination
of the  existence  and the proof of "cause"  shall be made by the  Administrator
and, subject to the review of any determination made by the Administrator,  such
determination shall be binding on the Optionee and the Company.

         Section 6.2.  Subject to the  provisions  of any  employment  agreement
between the Company (or a  subsidiary)  and an Optionee,  if the  employment  or
service of an Optionee is  terminated  by either the Optionee or the Company for
any reason other than cause,  death,  or for  disability  (as defined in Section
22(e)(3) of the Code or pursuant to the terms of such an employment  agreement),
the option rights of such Optionee under any then  outstanding  Non-Qualified or
Incentive Option shall,  subject to the provisions of Section 5.1(h) hereof,  be
exercisable  by such Optionee at any time prior to the  expiration of the Option
or within three (3) months after the date of such termination,  whichever period
of time is shorter,  but only to the extent of the accrued  right to exercise an
Option at the date of such termination.

         Section 6.3.  Subject to the  provisions  of any  employment  agreement
between  the  Company  (or a  subsidiary)  and an  Optionee,  in the  case of an
Optionee  who becomes  disabled  (as defined by Section  22(e)(3) of the Code or
pursuant to the terms of such an  employment  agreement),  the option  rights of
such  Optionee  under any then  outstanding  Non-Qualified  or Incentive  Option
shall,  subject to the provisions of Section  5.1(h)  hereof,  be exercisable by
such  Optionee at any time prior to the  expiration  of the Option or within one
(1)  year  after  the  date of  termination  of  employment  or  service  due to
disability,  whichever period of time is shorter,  but only to the extent of the
accrued right to exercise an Option at the date of such termination

         Section  6.4.  In the event of the  death of an  Optionee,  the  option
rights of such Optionee under any then  outstanding  Non-Qualified  or Incentive
Option shall be  exercisable  by the person or persons to whom these rights pass
by will or by the laws of  descent  and  distribution,  at any time prior to the
expiration  of the  Option  or within  three (3) years  after the date of death,
whichever period of time is shorter, but only to the extent of the accrued right
to exercise an Option at the date of death.  If a person or estate  acquires the
right to exercise a Non-Qualified or Incentive Option by bequest or inheritance,
the  Administrator may require  reasonable  evidence as to the ownership of such
Option,  and may require such consents and releases of taxing authorities as the
Administrator may deem advisable.



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         Section 6.5. The  Administrator  may also provide that an employee must
be  continuously  employed  by the  Company  for  such  period  of  time  as the
Administrator,  in its discretion,  deems advisable before the right to exercise
any portion of an Option granted to such employee will accrue,  and may also set
such other  targets,  restrictions  or other terms relating to the employment of
the Optionee which targets, restrictions, or terms must be fulfilled or complied
with,  as the case may be,  prior to the  exercise  of any  portion of an Option
granted to any employee.

         Section 6.6.  Options  granted  hereunder  shall not be affected by any
change of duties or position,  so long as the Optionee  continues in the service
of the Company.

         Section 6.7.  Nothing  contained in this Plan or in any Option  granted
pursuant  hereto  shall  confer  upon any  Optionee  any right  with  respect to
continuance  of  employment  or service by the Company nor  interfere in any way
with the right of the Company to terminate the Optionee's  employment or service
or change the Optionee's compensation at any time.


                                   ARTICLE VII
                               PURCHASE OF SHARES

         Section 7.1. Except as provided in this Article VII, an Option shall be
exercised by tender to the Company of the full  exercise  price of the shares of
Common Stock with respect to which an Option is exercised and written  notice of
the exercise.  The right to purchase  shares of Common Stock shall be cumulative
so that, once the right to purchase any shares of Common Stock has accrued, such
shares or any part  thereof may be purchased  at any time  thereafter  until the
expiration or termination of the Option.  A partial  exercise of an Option shall
not affect the right of the Optionee to subsequently  exercise his or her Option
from time to time, in accordance  with this Plan, as to the remaining  number of
shares of Common Stock  subject to the Option.  The purchase  price payable upon
exercise of an Option shall be in United States  dollars and shall be payable in
cash or by certified bank check. Notwithstanding the foregoing, in lieu of cash,
an Optionee  may,  with the approval of the  Administrator,  exercise his or her
Option by  tendering  to the Company  shares of Common Stock owned by him or her
having an aggregate  fair market value at least equal to the aggregate  purchase
price.  The "fair  market  value" of any shares of Common  Stock so  surrendered
shall be  determined by the  Administrator  in  accordance  with Section  5.1(b)
hereof.

         Section 7.2.  Except as provided in Article VI above, an Option may not
be exercised  unless the holder thereof is an officer,  director,  employee,  or
consultant of the Company at the time of exercise.

         Section  7.3.  No  Optionee  or  Optionee's  executor,   administrator,
legatee, or distributee or other permitted  transferee,  shall be deemed to be a
holder of any  shares of  Common  Stock  subject  to an Option  for any  purpose
whatsoever  unless  and  until  such  Option  has  been  exercised  and a  stock
certificate  or  certificates  for the shares of Common  Stock  purchased by the
Optionee



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are  issued  to the  Optionee  in  accordance  with the terms of this  Plan.  No
adjustment shall be made for dividends  (ordinary or  extraordinary,  whether in
cash,  securities or other property) or  distributions or other rights for which
the record date is prior to the date that any such stock  certificate is issued,
except as provided in Article VIII hereof.

         Section 7.4. If: (i) the listing,  registration or qualification of the
Options  issued  hereunder or of any  securities  issuable upon exercise of such
Options (the "Subject  Securities")  upon any  securities  exchange or quotation
system  or under  federal  or state law is  necessary  as a  condition  of or in
connection with the issuance or exercise of the Options;  or (ii) the consent or
approval of any  governmental  regulatory body is necessary as a condition of or
in  connection  with the issuance or exercise of the Options,  the Company shall
not be obligated to deliver the certificates representing the Subject Securities
or to accept or to recognize an Option  exercise  unless and until such listing,
registration,  qualification,  consent or approval  shall have been  effected or
obtained.  The Company  will take  reasonable  action to so list,  register,  or
qualify the Options and the Subject Securities, or effect or obtain such consent
or approval, so as to allow for issuance and/or exercise.

         Section 7.5. An Optionee may be required to represent to the Company as
a condition of his or her exercise of Options  issued under this Plan that:  (i)
the Subject  Securities  acquired  upon  exercise of his or her Option are being
acquired  by him or her for  investment  purposes  only  and not  with a view to
distribution or resale,  unless counsel for the Company is then of the view that
such a representation  is not necessary and is not required under the Securities
Act of 1933, as amended (the "Securities Act"), or any other applicable statute,
law,  regulation or rule;  and (ii) that the Optionee  shall make no exercise or
disposition of an Option or of the Subject  Securities in  contravention  of the
Securities  Act,  the  Exchange  Act of  1934,  or  the  rules  and  regulations
thereunder.  Optionees may also be required to provide (as a condition precedent
to exercise of an Option) such  documentation as may be reasonably  requested by
the  Company  to  assure  compliance  with  applicable  law  and the  terms  and
conditions of this Plan and the subject Option.

         Section 7.6. An Option may be exercised by tender to the  Administrator
of a written notice of exercise together with advice of the delivery of an order
to a broker to sell part or all of the  shares of Common  Stock  subject to such
exercise  notice  and an  irrevocable  order to such  broker to  deliver  to the
Company (or its transfer agent) sufficient proceeds from the sale of such shares
to pay the exercise  price and any  withholding  taxes.  All  documentation  and
procedures to be followed in connection with such a "cashless exercise" shall be
approved in advance by the Administrator.


                                  ARTICLE VIII
                    CHANGE IN NUMBER OF OUTSTANDING SHARES OF
                    STOCK, ADJUSTMENTS, REORGANIZATIONS, ETC.

         Section 8.1. In the event that the  outstanding  shares of Common Stock
of the Company are hereafter increased or decreased or changed into or exchanged
for a different  number of shares or kind of shares or other  securities  of the
Company  or  of  another  corporation  by  reason  of



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reorganization, merger, consolidation, recapitalization, reclassification, stock
split,   combination  of  shares,  or  a  dividend  payable  in  capital  stock,
appropriate adjustment shall be made by the Administrator in the number and kind
of shares for the  purchase  of which  Options  may be granted  under this Plan,
including  the  maximum  number  that may be granted to any one (1)  person.  In
addition, the Administrator shall make appropriate adjustments in the number and
kind of  shares  as to which  outstanding  Options,  or  portions  thereof  then
unexercised,  shall be exercisable, to the end that the Optionee's proportionate
interest shall be maintained as before the occurrence to the unexercised portion
of the Option and with a corresponding adjustment in the option price per share.
Any such adjustment made by the Administrator shall be conclusive.

         Section 8.2. The grant of an Option  hereunder  shall not affect in any
way the right or power of the  Company to make  adjustments,  reclassifications,
reorganizations  or changes of its capital or business  structure or to merge or
to consolidate or to dissolve, liquidate or sell, or transfer all or any part of
its business or assets.

         Section 8.3. Upon the  dissolution or  liquidation  of the Company,  or
upon a  reorganization,  merger or  consolidation  of the Company as a result of
which the outstanding  securities of the class then subject to Options hereunder
are changed  into or  exchanged  for cash or property or  securities  not of the
Company's issue, or upon a sale of substantially all the property of the Company
to an association, person, party, corporation,  partnership, or control group as
that term is  construed  for  purposes  of the  Exchange  Act,  this Plan  shall
terminate, and all Options theretofore granted hereunder shall terminate, unless
provision  be made in  writing  in  connection  with  such  transaction  for the
continuance  of this Plan  and/or  for the  assumption  of  Options  theretofore
granted, or the substitution for such Options of options covering the stock of a
successor  employer  corporation,  or a parent  or a  subsidiary  thereof,  with
appropriate adjustments as to the number and kind of shares and prices, in which
event this Plan and options theretofore granted shall continue in the manner and
under  the  terms so  provided.  If this  Plan  and  unexercised  Options  shall
terminate pursuant to the foregoing sentence, all persons owning any unexercised
portions of Options then outstanding shall have the right, at such time prior to
the  consummation  of the  transaction  causing such  termination as the Company
shall  designate,  to  exercise  the  unexercised  portions  of  their  Options,
including the portions  thereof which would, but for this Section 8.3 not yet be
exercisable.


                                   ARTICLE IX
                       DURATION, AMENDMENT AND TERMINATION

         Section 9.1. The Board of Directors may at any time terminate this Plan
or make  such  amendments  hereto  as it shall  deem  advisable  and in the best
interests of the Company,  without action on the part of the stockholders of the
Company unless such approval is required  pursuant to Section 422 of the Code or
the  regulations  thereunder;  provided,  however,  that no such  termination or
amendment shall,  without the consent of the individual to whom any Option shall
theretofore  have been granted,  affect or impair the rights of such  individual
under such Option.  Pursuant to ss. 422(b) of the Code, no Incentive  Option may
be granted pursuant to this Plan after



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<PAGE>


ten (10)  years  from the date  this  Plan is  adopted  or the date this Plan is
approved by the stockholders of the Company, whichever is earlier.


                                    ARTICLE X
                                  RESTRICTIONS

         Section  10.1.  Any Options and shares of Common Stock issued  pursuant
hereto  shall be subject to such  restrictions  on transfer and  limitations  as
shall, in the opinion of the Administrator,  be necessary or advisable to assure
compliance with the laws, rules and regulations of the United States  government
or any state or jurisdiction thereof. In addition,  the Administrator may in any
Option Agreement impose such other restrictions upon the disposition or exercise
of an Option or upon the sale or other disposition of the shares of Common Stock
deliverable  upon  exercise  thereof  as the  Administrator  may,  in  its  sole
discretion,  determine.  By  accepting  the grant of an  Option or SAR  pursuant
hereto, each Optionee shall agree to any such restrictions.

         Section 10.2. Any certificate  evidencing shares of Common Stock issued
pursuant to exercise of an Option shall bear such legends and  statements as the
Administrator,  the Board of  Directors  or  counsel to the  Company  shall deem
advisable  to assure  compliance  with the laws,  rules and  regulations  of the
United States  government or any state or jurisdiction  thereof.  No certificate
evidencing shares of Common Stock shall be delivered pursuant to exercise of the
Options  granted under this Plan until the Company has obtained such consents or
approvals  from such  regulatory  bodies of the United States  government or any
state or jurisdiction  thereof as the  Administrator,  the Board of Directors or
counsel to the Company deems necessary or advisable.


                                   ARTICLE XI
                              FINANCIAL ASSISTANCE

         Section  11.1 The Company is vested  with the  authority  hereunder  to
assist  any  employee  to whom an Option is  granted  hereunder  (including  any
officer or  director of the  Company or any of its  subsidiaries  who is also an
employee) in the payment of the  purchase  price  payable upon  exercise of such
Option,  by lending the amount of such  purchase  price to such employee on such
terms and at such rates of interest  and upon such  security (or  unsecured)  as
shall have been authorized by or under authority of the Board of Directors.  Any
such assistance  shall comply with the  requirements of Regulation G promulgated
by the Board of the Federal  Reserve  System,  as amended from time to time, and
any other applicable law, rule or regulation.


                                   ARTICLE XII
                              APPLICATION OF FUNDS

         Section  12.1.  The proceeds  received by the Company from the issuance
and sale of Common Stock upon exercise of Options granted  pursuant to this Plan
are to be added to the



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<PAGE>


general funds of the Company and used for its  corporate  purposes as determined
by the Board of Directors.

                                  ARTICLE XIII
                              EFFECTIVENESS OF PLAN

         Section  13.1 This Plan shall  become  effective  upon  adoption by the
Board of Directors, and Options may be issued hereunder from and after that date
subject to the  provisions  of Section 3.3 above.  This Plan must be approved by
the  Company's   stockholders  in  accordance  with  the  applicable  provisions
(relating  to the  issuance  of stock or  options)  of the  Company's  governing
documents and state law or, if no such approval is  prescribed  therein,  by the
affirmative  vote of the  holders of a majority of the votes cast at a duly held
stockholders  meeting  at  which a quorum  representing  a  majority  of all the
Company's outstanding voting stock is present and voting (in person or by proxy)
or, without regard to any required time period for approval, by any other method
permitted  by Section 422 of the Code and the  regulations  thereunder.  If such
stockholder approval is not obtained within one (1) year of the adoption of this
Plan by the Board of Directors or within such other time period  required  under
Section 422 of the Code and the regulations  thereunder,  this Plan shall remain
in force; provided however, that all Options issued and issuable hereunder shall
automatically be deemed to be Non-Qualified Options.

         IN WITNESS WHEREOF,  pursuant to the approval of this Plan by the Board
of Directors, this Plan is executed and adopted this 4th day of November, 1998.


                                     THINK NEW IDEAS, INC.

[CORPORATE SEAL]

                                     By: /s/ Ronald E. Bloom
                                        ----------------------------------------
                                        Ronald E. Bloom, Chief Executive Officer

ATTEST:

By: /s/ Melvin Epstein
   ----------------------------
   Melvin Epstein, Secretary


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