Exhibit 4.2

NBO SYSTEMS, INC. (FORMERLY NEIGHBORHOOD BOX OFFICE, INC.)

AMENDED 1997 STOCK OPTION PLAN

1. PURPOSE. 

This 1997 Stock Option Plan (the "Plan") is intended toprovide incentives: (a) to the officers and other employees of NBO Systems, Inc.(formerly Neighborhood Box Office, Inc.), a Maryland (formerly Utah) corporation(the "Company"), and any present or future subsidiaries of the Company(collectively, "Related Corporations") by providing them with opportunities topurchase stock in the Company pursuant to options granted hereunder whichqualify as "incentive stock options" under Section 422A(b) of the InternalRevenue Code of 1986 (the "Code") ("ISO" or "ISOs"); (b) to directors, officers,employees and consultants of the Company and Related Corporations by providingthem with opportunities to purchase stock in the Company pursuant to optionsgranted hereunder which do not qualify as ISOs ("Non-Qualified Option" or"Non-Qualified Options"); (c) to directors, officers, employees and consultantsof the Company and Related Corporations by providing them with awards of stockin the Company ("Awards"); and (d) to directors, officers, employees andconsultants of the Company and Related Corporations by providing them withopportunities to make direct purchases of stock in the Company ("Purchases").Both ISOs and Non-Qualified Options are referred to hereafter individually as an"Option" and collectively as "Options". Options, Awards and authorizations tomake Purchases are referred to hereafter collectively as "Stock Rights". As usedherein, the terms "parent" and "subsidiary" mean "parent corporation" and"subsidiary corporation", respectively, as those terms are defined in Section425 of the Code. 

2. ADMINISTRATION OF THE PLAN. 

(a) Board or Committee Administration. The Plan shall beadministered solely by the Board of Directors of the Company (the "Board") or aCompensation Committee (the "Committee") of not less than two (2) members of theBoard of Directors, provided the members of the Board of Directors or suchCommittee members have not within one year prior to such Committee servicereceived, or during such service receive a grant or award of Stock Rights underthis Plan or any other plan of the Company. Hereinafter, all references in thisPlan to the "Committee" shall mean the Board if no Committee has been appointed.Subject to ratification of the grant or authorization of each Stock Right by theBoard (if so required by applicable state law), and subject to the terms of thePlan, the Committee shall have the authority to (i) determine the employees ofthe Company and Related Corporations (from among the class of employees eligibleunder Paragraph 3 hereof to receive ISOs) to whom ISOs may be granted, and todetermine (from among the class of individuals and entities eligible underParagraph 3 to receive Non-Qualified Options and Awards and to make Purchases)to whom Non-Qualified Options, Awards and authorizations to make Purchases maybe granted; (ii) determine the time or times at which Options or Awards may begranted or Purchases made; (iii) determine the option price of shares subject toeach Option, which price shall not be less than the minimum price specified inParagraph 6 hereof, and the purchase price of shares subject to each Purchase;(iv) determine whether each Option granted shall be an ISO or a Non-QualifiedOption; (v) determine (subject to Paragraph 7 hereof) the time or times wheneach Option shall become exercisable and the duration of the exercise period;(vi) determine whether restrictions such as repurchase options are to be imposedon shares subject to Options, Awards and Purchases and the nature of suchrestrictions, if any, and (vii) interpret the Plan and prescribe and rescindrules and regulations relating to it. If the Committee determines to issue aNon-Qualified Option, it shall take whatever actions it deems necessary underSection 422A of the Code and the regulations promulgated thereunder, to ensurethat such Option is not treated as an ISO. The interpretation and constructionby the Committee of any provisions of the Plan or of any Stock Right grantedunder it shall be final unless otherwise determined by the Board. The Committeemay from time to time adopt such rules and regulations for carrying out the Planas it may deem appropriate. No member of the Board or the Committee shall beliable for any action or determination made in good faith with respect to thePlan or any Stock Right granted under it. 

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(b) Committee Actions. The Committee may select one of itsmembers as its chairman, and shall hold meetings at such times and places as itmay determine. Acts by a majority of the Committee, or acts reduced to orapproved in writing by a majority of the members of the Committee, shall be thevalid acts of the Committee. From time to time the Board may increase the sizeof the Committee and appoint additional members thereof, remove members (with orwithout cause) and appoint new members in substitution therefor, fill vacancieshowever caused, or remove all members of the Committee and thereafter directlyadminister the Plan. 

(c) Grant of Stock Rights to Board Members. Stock Rights maybe granted to members of the Board, but any such grant shall be made andapproved in accordance with Paragraph 2(d) hereof, if applicable. All grants ofStock Rights to members of the Board shall in all other respects be made inaccordance with the provisions of this Plan applicable to other eligiblepersons. Members of the Board who are either (i) eligible for Stock Rightspursuant to the Plan or (ii) have been granted Stock Rights may vote on anymatters affecting the administration of the Plan or the grant of any StockRights pursuant to the Plan, except that no such member shall act upon thegranting to himself of Stock Rights, but any such member may be counted indetermining the existence of a quorum at any meeting of the Board during whichaction is taken with respect to the granting to him of Stock Rights. 

(d) Compliance with Federal Securities Laws. Variousrestrictions apply to officers and directors and others who may be deemedinsiders. Holders of Stock Rights should consult with legal and tax advisorsregarding the securities law, tax law and other effects of transactions underthis Plan. These restrictions relate to holding periods, alternative minimum taxcalculations and other matters and should be clearly understood by the StockRights holder. 

(e) Intent of Plan. This Plan is intended to be an "employeebenefit plan" under Rule 16b-3 promulgated under Section 16(b) of the SecuritiesExchange Act of 1934, as amended (the "Exchange Act"). This Plan is alsointended to be a "compensatory benefit plan" under Rule 701 promulgated underthe Securities Act of 1933, as amended. Transactions under the Plan are intendedto comply with these rules. To the extent any provisions of the Plan or anyaction by the Committee or of the Board fails to so comply, it shall be deemednull and void, to the extent permitted by law and deemed advisable by theCommission or the Board. 

(f) Shareholder Approval. Grants of incentive stock options hereunder shallbe subject to shareholder approval of this Plan within twelve (12) monthsfollowing the date this Plan is approved by the Board. 

3. ELIGIBLE EMPLOYEES AND OTHERS. 

ISOs may be granted to any employee of the Company or anyRelated Corporation. Those officers and directors of the Company who are notemployees may not be granted ISOs under the Plan. Non-Qualified Options, Awardsand authorizations to make Purchases may be granted to any employee, officer ordirector (whether or not also an employee) or consultant of the Company or anyRelated Corporation. The Committee may take into consideration a recipient'sindividual circumstances in determining whether to grant an ISO, a Non-QualifiedOption, an Award or an authorization to make a Purchase. Granting of any StockRight to any individual or entity shall neither entitle that individual orentity to, nor disqualify him from, participation in any other grant of StockRights. 

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4. STOCK. 

The stock subject to Options, Awards and Purchases shall beauthorized but unissued shares of Common Stock of the Company, no par value pershare (the "Common Stock"), or shares of Common Stock reacquired by the Companyin any manner. The aggregate number of shares which may be issued pursuant tothe Plan is 10,000,000, subject to adjustment as provided in Paragraph 13hereof. Any such shares may be issued as ISOs, Non-Qualified Options or Awards,or to persons or entities making Purchases, so long as the number of shares soissued does not exceed such number, as adjusted. If any Option granted under thePlan shall expire or terminate for any reason without having been exercised infull or shall cease for any reason to be exercisable in whole or in part, or ifthe Company shall reacquire any unvested shares issued pursuant to Awards orPurchases, the unpurchased shares subject to such Options and any unvestedshares so reacquired by the Company shall again be available for grants of StockRights under the Plan. 

5. GRANTING OF STOCK RIGHTS. 

Stock Rights may be granted under the Plan at any time until ten years afterthe date of the adoption of the Plan. The date of grant of a Stock Right underthe Plan will be the date specified by the Committee at the time it grants theStock Right; provided, however, that such date shall not be prior to the date onwhich the Committee acts to approve the grant. The Committee shall have theright, with the consent of the optionee, to convert an ISO granted under thePlan to a Non-Qualified Option pursuant to Paragraph 16 hereof. 

6. MINIMUM OPTION PRICE; ISO LIMITATIONS. 

(a) Price for Non-Qualified Options. The exercise price pershare specified in the agreement relating to each Non-Qualified Option grantedunder the Plan shall in no event be less than the lesser of (i) the book valueper share of Common Stock as of the end of the fiscal year of the Companyimmediately preceding the date of such grant or (ii) fifty percent (50%) of thefair market value per share of the Common Stock on the date of such grant.Subject to the foregoing sentence, the exercise price and nature ofconsideration for Non-Qualified Options granted hereunder shall be determined bythe Committee, in its sole discretion, taking into account factors it deemsrelevant. 

(b) Price for ISOs. The exercise price per share specified inthe agreement relating to each ISO granted under the Plan shall not be less thanthe fair market value per share of Common Stock on the date of such grant. Inthe case of an ISO to be granted to an employee owning stock possessing morethan ten percent (10%) of the total combined voting power of all classes ofstock of the Company or any Related Corporation, the price per share specifiedin the agreement relating to such ISO shall not be less than one hundred tenpercent (110%) of the fair market value per share of Common Stock on the date ofgrant. 

(c) $100,000 Annual Limitation on ISOs. Each eligibleemployee may be granted ISOs only to the extent that, in the aggregate underthis Plan and all incentive stock option plans of the Company and any RelatedCorporation, such ISOs do not become exercisable for the first time by suchemployee during any calendar year in a manner which would entitle the employeeto purchase more than $100,000 in fair market value (determined at the time theISOs were granted) of Common Stock in that year. Any options granted to anemployee in excess of such amount will be granted as Non-Qualified Options. 

(d) Awards and Purchases. Awards and Purchases under thisPlan shall be made at prices equal to the fair market value of the Company'sCommon Stock on the date of such Award or Purchase. Fair market value shall bedetermined by the Committee in its sole discretion in accordance with Paragraph6(e) hereof. Shares of Common Stock may be issued in Award and Purchasetransactions for any lawful consideration determined by the Committee, in itssole discretion. 

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(e) Determination of Fair Market Value. If, at the time anOption is granted under the Plan, the Company's Common Stock is publicly traded,"fair market value" shall be determined as of the last business day for whichthe prices or quotes discussed in this sentence are available prior to the datesuch Option is granted and shall mean (i) the average (on that date) of the highand low prices of the Common Stock on the principal national securities exchangeon which the Common Stock is traded, if the Common Stock is then traded on anational securities exchange; or (ii) the last reported sale price (on thatdate) of the Common Stock on the Nasdaq National Market List, if the CommonStock is not then traded on a national securities exchange; or (iii) the closingbid price (or average of bid prices) last quoted (on that date) by anestablished quotation service for over-the-counter securities, if the CommonStock is not reported on the Nasdaq National Market List. However, if the CommonStock is not publicly traded at the time an Option is granted under the Plan,fair market value shall be deemed to be the fair value of the Common Stock asdetermined by the Committee after taking into consideration all factors which itdeems appropriate, including, without limitation, recent sale and offer pricesof the Common Stock in private transactions negotiated at arm's length. 

7. OPTION DURATION. 

Subject to earlier termination as provided in Paragraphs 9and 10 hereof, each Option shall expire on the date specified by the Committee,but not more than (i) ten (10) years and one day from the date of grant in thecase of Non-Qualified Options, (ii) ten (10) years from the date of grant in thecase of ISOs generally and (iii) five (5) years from the date of grant in thecase of ISOs granted to an employee owning stock possessing more than tenpercent (10%) of the total combined voting power of all classes of stock of theCompany or any Related Corporation. Subject to earlier termination as providedin Paragraphs 9 and 10, the term of each ISO shall be the term set forth in theoriginal instrument granting such ISO, except with respect to any part of suchISO that is converted into a Non-Qualified Option pursuant to Paragraph 16hereof. 

8. EXERCISE OF OPTIONS. 

Subject to the provisions of Paragraphs 9 through 12 hereof, each Optiongranted under the Plan shall be exercisable as follows: 

(a) Vesting. The Option shall either be fully exercisable onthe date of grant or shall become exercisable thereafter in such installments asthe Committee may specify. 

(b) Full Vesting of Installments. Once an installment becomesexercisable it shall remain exercisable until expiration or termination of theOption, unless otherwise specified by the Committee. 

(c) Partial Exercise. Each Option or installment may beexercised at any time or from time to time, in whole or in part, for up to thetotal number of shares with respect to which it is then exercisable. 

(d) Acceleration of Vesting. The Committee shall have theright to accelerate the date of exercise of any installment of any Option;provided that the Committee shall not, without the consent of the optionee,accelerate the exercise date of any installment of any Option granted to anyemployee as an ISO (and not previously converted into a Non-Qualified Optionpursuant to Paragraph 16 below) if such acceleration would violate the annualvesting limitation contained in Section 422A(d) of the Code, as described inParagraph 6(c) hereof. 

9. TERMINATION OF EMPLOYMENT. 

If an ISO optionee ceases to be employed by the Company andall Related Corporations other than by reason of death or disability as definedin Paragraph 10 hereof, no further installments of such optionee's ISOs shallbecome exercisable, and such optionee's ISOs shall terminate after the passageof ninety (90) days from the date of termination of such optionee's employment,but in no event later than on their specified expiration dates, except to theextent that such ISOs (or unexercised installments thereof) have been convertedinto Non-Qualified Options pursuant to Paragraph 16 hereof. Employment shall beconsidered as continuing uninterrupted during any bona fide leave of absence(such as those attributable to illness, military obligations or governmentalservice) provided that the period of such leave does not exceed ninety (90) daysor, if longer, any period during which such optionee's right to reemployment isguaranteed by statute. A bona fide leave of absence with the written approval ofthe Committee shall not be considered an interruption of employment under thePlan, provided that such written approval contractually obligates the Company orany Related Corporation to continue the employment of the optionee after theapproved period of absence. ISOs granted under the Plan shall not be affected byany change of employment within or among the Company and Related Corporations,so long as the optionee continues to be an employee of the Company or anyRelated Corporation. Nothing in the Plan shall be deemed to give any grantee ofany Stock Right the right to be retained in employment or other service by theCompany or any Related Corporation for any period of time. 

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10. DEATH; DISABILITY. 

(a) Death. If an ISO optionee ceases to be employed by theCompany and all Related Corporations by reason of such optionee's death, any ISOof such optionee may be exercised, to the extent of the number of shares withrespect to which the optionee could have exercised on the date of the optionee'sdeath, by the optionee's estate, personal representative or beneficiary who hasacquired the ISO by will or by the laws of descent and distribution, at any timeprior to the earlier of the specified expiration date of the ISO or one yearfrom the date of the optionee's death. 

(b) Disability. If an ISO optionee ceases to be employed bythe Company and all Related Corporations by reason of disability, such optionee(or such optionee's custodian) shall have the right to exercise any ISO held bysuch optionee on the date of termination of employment, to the extent of thenumber of shares with respect to which the optionee could have exercised on thatdate, at any time prior to the earlier of the specified expiration date of theISO or one year from the date of the termination of the optionee's employment.For the purposes of the Plan, the term "disability" shall mean "permanent andtotal disability" as defined in Section 22(e)(3) of the Code or any successorstatute.

11. TRANSFERABILITY OF OPTION. 

To the extent permitted by tax, securities or otherapplicable laws to which the Company, the Plan, and the recipients or eligiblepersons are subject, a recipient of a Non-Qualified Stock Option may transfersuch Option to (i) the recipient's spouse, child, grandchild or parent, (ii) atrust for the benefit of the recipient's spouse, child, grandchild or parent, or(iii) a partnership whose partners consist solely of the recipient's spouse,child, grandchild or parent, unless provided otherwise by the Board or theCommittee in establishing the terms of such Option as the date of grant. 

12. TERMS AND CONDITIONS OF OPTIONS. 

Options shall be evidenced by instruments (which need not beidentical) in such form as the Committee may from time to time approve. Suchinstruments shall conform to the terms and conditions set forth in Paragraphs 6through 11 hereof and may contain such other provisions as the Committee deemsadvisable, which are not inconsistent with the Plan, including restrictionsapplicable to shares of the Common Stock issuable upon exercise of Options. Ingranting any Non-Qualified Options, the Committee may specify that suchNon-Qualified Option shall be subject to the restrictions set forth herein withrespect to ISOs, or to such other termination and cancellation provisions as theCommittee may determine. The Committee may from time to time confer authorityand responsibility on one or more of its own members and/or one or more officersof the Company to execute and deliver such instruments. The proper officers ofthe Company are authorized and directed to take any and all action necessary oradvisable from time to time to carry out the terms of such instruments. 

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**13. ADJUSTMENTS.**

Upon the occurrence of any of the following events, anoptionee's rights with respect to Options granted to the optionee hereundershall be adjusted as hereinafter provided, unless otherwise specificallyprovided in the written agreement between the optionee and the Company relatingto such Option: 

(a) Stock Dividends and Stock Splits. If the shares of CommonStock shall be subdivided or combined into a greater or smaller number of sharesor if the Company shall issue any shares of Common Stock as a stock dividend onits outstanding Common Stock, the number of shares of Common Stock deliverableupon the exercise of Options shall be appropriately increased or decreasedproportionately, and appropriate adjustments shall be made in the purchase priceper share to reflect such subdivision, combination or stock dividend.

(b) Assumption of Options by Successors. In the event of adissolution or liquidation of the Company, a merger in which the Company is notthe surviving corporation, or the sale of substantially all of the assets of theCompany, the Committee may in its sole discretion accelerate the exercisabilityof any or all outstanding Options so that such Options would be exercisable infull prior to the consummation of such dissolution, liquidation, merger or saleof assets at such times and on such conditions as the Committee shall determine,unless the successor corporation, if any, assumes the outstanding Options orsubstitutes substantially equivalent options.

(c) Recapitalization or Reorganization. In the event of arecapitalization or reorganization of the Company (other than a transactiondescribed in Paragraph 13(b) hereof) pursuant to which securities of the Companyor of another corporation are issued with respect to the outstanding shares ofCommon Stock, an optionee, upon exercising an Option shall be entitled toreceive for the purchase price paid upon such exercise the securities theoptionee would have received if the optionee had exercised the Option prior tosuch recapitalization or reorganization.

(d) Modification of ISOs. Notwithstanding the foregoing, anyadjustments made pursuant to Paragraphs 13(a), (b) or (c) hereof with respect toISOs shall be made only after the Committee, after consulting with counsel forthe Company, determines whether such adjustments would constitute a"modification" of such ISOs (as that term is defined in Section 425 of the Code)or would cause any adverse tax consequences for the holders of such ISOs. If theCommittee determines that such adjustments made with respect to ISOs wouldconstitute a modification of such ISOs, it may refrain from making suchadjustments.

(e) Dissolution or Liquidation. In the event of the proposeddissolution or liquidation of the Company, each Option will terminateimmediately prior to the consummation of such proposed action or at such othertime and subject to such other conditions as shall be determined by theCommittee.

(f) Issuances of Securities. Except as expressly providedherein, no issuance by the Company of shares of stock of any class, or ofsecurities convertible into shares of stock of any class, shall affect, and noadjustment by reason thereof shall be made with respect to, the number of priceof shares subject to Options. No adjustments shall be made for dividends paid incash or in property other than securities of the Company.

(g) Fractional Shares. No fractional shares shall be issuedunder the Plan and the optionee shall receive from the Company cash in lieu ofsuch fractional shares.

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(h) Adjustments. Upon the happening of any of the foregoingevents described in Paragraphs 13(a), (b) or (c) hereof, the class and aggregatenumber of shares set forth in Paragraph 4 above that are subject to Stock Rightswhich previously have been or subsequently may be granted under the Plan shallalso be appropriately adjusted to reflect the events described in suchparagraphs. The Committee or the Successor Board shall determine the specificadjustments to be made under this Paragraph 13 and, subject to Paragraph 2hereof, its determination shall be conclusive.

If any person or entity owning restricted Common Stockobtained by exercise of a Stock Right made hereunder receives shares orsecurities or cash in connection with a corporate transaction described inParagraphs 13(a), (b) or (c) hereof as a result of owning such restricted CommonStock, such shares or securities or cash shall be subject to all of theconditions and restrictions applicable to the restricted Common Stock withrespect to which such shares or securities or cash were issued, unless otherwisedetermined by the Committee or the Successor Board.

14. MEANS OF EXERCISING STOCK RIGHTS. 

A Stock Right (or any part or installment thereof) shall beexercised by giving written notice to the Company at its principal officeaddress. Such notice shall identify the Stock Right being exercised and specifythe number of shares as to which such Stock Right is being exercised,accompanied by full payment of the purchase price therefor either (a) in UnitedStates dollars in cash or by check, or (b) at the discretion of the Committee,through delivery of shares of Common Stock having a fair market value equal asof the date of the exercise to the cash exercise price of the Stock Right, or(c) at the discretion of the Committee, by delivery of the grantee's personalrecourse note bearing interest payable not less than annually at no less than100% of the lowest applicable Federal rate, as defined in Section 1274(d) of theCode, or (d) at the discretion of the Committee, through the use of some of theshares or the rights to purchase some of the shares for which the Option isbeing exercised, or (e) at the discretion of the Committee, by any combinationof (a), (b), (c) and (d). If the Committee exercises its discretion to permitpayment of the exercise price of an ISO by means of the methods set forth inclauses (b), (c), (d) or (e) of the preceding sentence, such discretion shall beexercised in writing at the time of the grant of the ISO in question. The holderof a Stock Right shall not have the rights of a shareholder with respect to theshares covered by his Stock Right until the date of issuance of a stockcertificate to him for such shares. Except as expressly provided above inParagraph 13 hereof with respect to changes in capitalization and stockdividends, no adjustment shall be made for dividends or similar rights for whichthe record date is before the date such stock certificate is issued.

15. TERM AND AMENDMENT OF PLAN. 

This Plan was adopted by the Board on January 22, 1997,subject (with respect to the validation of ISOs granted under the Plan) toapproval of the Plan by the stockholders of the Company. If the approval ofstockholders is not obtained by January 22, 1998, any grants of ISOs under thePlan made prior to that date will be rescinded. The Plan shall expire on January22, 2007 (except as to Options outstanding on that date). Subject to theprovisions of Paragraph 5 hereof, Stock Rights may be granted under the Planprior to the date of stockholder approval of the Plan. The Board may terminateor amend the Plan in any respect at any time, except that, without the approvalof the stockholders obtained within twelve (12) months before or after the Boardadopts a resolution authorizing any of the following actions: (a) the totalnumber of shares that may be issued under the Plan may not be increased (exceptby adjustment pursuant to Paragraph 13 hereof); (b) the provisions of Paragraph3 hereof regarding eligibility for grants of ISOs may not be modified; (c) theprovisions of Paragraph 6(b) hereof regarding the exercise price at which sharesmay be offered pursuant to ISOs may not be modified (except by adjustmentpursuant to Paragraph 13 hereof); and (d) the expiration date of the Plan maynot be extended. Except as otherwise provided in this Paragraph 15, in no eventmay action of the Board or the stockholders alter or impair the rights of agrantee, without such grantee's consent, under any Stock Right previouslygranted to such grantee. The Committee may amend the terms of any Stock Rightgranted if such amendment is agreed to by the recipient of such Stock Right.

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16. CONVERSION OF ISOS INTO NON-QUALIFIED OPTIONS; TERMINATION OF ISOS. 

The Committee, at the written request of any optionee, may inits discretion take such actions as may be necessary to convert such optionee'sISOs (or any installments or portions of installments thereof) that have notbeen exercised on the date of conversion into Non-Qualified Options at any timeprior to the expiration of such ISOs, regardless of whether the optionee is anemployee of the Company or a Related Corporation at the time of such conversion.Such actions may include, but shall not be limited to, extending the exerciseperiod or reducing the exercise price of the appropriate installments of suchOptions. At the time of such conversion, the Committee (with the consent of theOptionee) may impose such conditions on the exercise of the resultingNon-Qualified Options as the Committee in its discretion may determine, providedthat such conditions shall not be inconsistent with this Plan. Nothing in thisPlan shall be deemed to give any optionee the right to have such optionee's ISOsconverted into Non-Qualified Options, and no such conversion shall occur untiland unless the Committee takes appropriate action. The Committee, with theconsent of the optionee, may also terminate any portion of any ISO that has notbeen exercised at the time of such termination.

17. APPLICATION OF FUNDS. 

The proceeds received by the Company from the sale of sharespursuant to Options granted and Purchases authorized under the Plan shall beused for general corporate purposes.

18. GOVERNMENTAL REGULATION. 

The Company's obligation to sell and deliver shares of CommonStock under this Plan is subject to the approval of any governmental authorityrequired in connection with the authorization, issuance or sale of such shares.

19. WITHHOLDING OF ADDITIONAL INCOME TAXES. 

Upon the exercise of a Non-Qualified Option, the grant of anAward, the making of a Purchase of Common Stock for less than its fair marketvalue, the making of a Disqualifying Disposition (as defined in Paragraph 20hereof) or the vesting of restricted Common Stock acquired upon the exercise ofa Stock Right hereunder, the Company, in accordance with Section 3402(a) of theCode, may require the optionee, Award recipient or purchaser to pay additionalwithholding taxes in respect of the amount that is considered compensationincludable in such person's gross income. The Committee in its discretion maycondition (i) the exercise of an Option, (ii) the grant of an Award, (iii) themaking of a Purchase of Common Stock for less than its fair market value, or(iv) the vesting of restricted Common Stock acquired by exercising a StockRight, on the grantee's payment of such additional withholding taxes. 

20. NOTICE TO COMPANY OF DISQUALIFYING DISPOSITION. 

Each employee who receives an ISO must agree to notify theCompany in writing immediately after the employee makes a DisqualifyingDisposition of any Common Stock acquired pursuant to the exercise of an ISO. ADisqualifying Disposition is any disposition (including any sale) of such CommonStock before the later of (a) two (2) years after the date the employee wasgranted the ISO or (b) one (1) year after the date the employee acquired theCommon Stock by exercising the ISO. If the employee has died before such stockis sold, these holding period requirements do not apply and no DisqualifyingDisposition can occur thereafter.

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21. GOVERNING LAW; CONSTRUCTION. 

The validity and construction of the Plan and the instruments evidencingStock Rights shall be governed by the laws of the State of Utah. In construingthis Plan, the singular shall include the plural and the masculine gender shallinclude the feminine and neuter, unless the context otherwise requires.

22. FINANCIAL ASSISTANCE. 

The Company is vested with authority under this Plan toassist any employee to whom an Option is granted hereunder (including anydirector or officer of the Company or any of its Related Corporations who isalso an employee) in the payment of the purchase price payable on exercise ofthat Option, by lending the amount of such purchase price to such employee onsuch terms and at such rates of interest and upon such security (or unsecured)as shall have been authorized by or under authority of the Committee.

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**NBO SYSTEMS, INC.****INCENTIVE STOCK OPTION AGREEMENT
NBO Systems, Inc., a Maryland corporation (the "Company"),hereby grants effective as of October 1, 2004 to **EMPLOYEE NAME** (the"Employee"), an option to purchase a maximum of **XXX,XXX** shares of itsCommon Stock, $.0005 par value per share, at the price of **$XX.XX** pershare, on the following terms and conditions:

1. **Grant Under 1997 Stock Option Plan**. This option is granted pursuant to and is governed by the Company's 1997 StockOption Plan (the "Plan") and, unless the context otherwise requires, terms usedherein shall have the same meaning as in the Plan. Determinations made inconnection with this option pursuant to the Plan shall be governed by the Planas it exists on this date.

2. **Grant as Incentive Stock Option; Other Options**. This option is intended to qualify as an incentive stock option under Section422A of the Internal Revenue Code of 1986, as amended (the "Code"). This optionis in addition to any other options heretofore or hereafter granted to theEmployee by the Company. A duplicate original of this instrument shall noteffect the grant of another option.

3. **Extent of Option if Employment Continues**. If the Employee has continued to be employed by the Company on the followingdates, the Employee may exercise this option on the following dates for thenumber of shares set opposite the applicable dates:

One year from		_________, 200__ (the
"Beginning		Grant Date")   
 -  		
 __________		shares

Two years		from the Beginning   
 -  		
 an		additional
Grant Date  		
  		
 __________		shares

Three years		from the Beginning   
 -  		
 an		additional
Grant Date  		
  		
 __________		shares

Four years		from the Beginning   
 -  		
 an		additional
Grant Date  		
  		
 __________		shares

Five years or		more from the   
 -  		
 an		additional
Beginning		Grant Date   
  		
 __________		shares
The foregoing rights are cumulative, and while the Employeecontinues to be employed by the Company, may be exercised up to and includingthe date which is ten years from the date this option is granted. All of theforegoing rights are subject to Sections 4 and 5, as appropriate, if theEmployee ceases to be employed by the Company or dies or becomes disabled whilein the employ of the Company.

4. **Termination of Employment**.  Except asprovided in Section 20 hereof, if the Employee ceases to be employed by theCompany, other than by reason of death or disability as defined in Section 5, nofurther installments of this option shall become exercisable and this optionshall terminate after the passage of ninety (90) days from the date employmentceases, but in no event later than the scheduled expiration date. In such acase, the Employee's only rights hereunder shall be those that are properlyexercised before the termination of this option.

5. **Death; Disability**.  If the Employeedies while in the employ of the Company, this option may be exercised, to theextent of the number of shares with respect to which the Employee could haveexercised on the date of the Employee's death, by the Employee's estate,personal representative or beneficiary to whom this option has been assignedpursuant to Section 10, at any time within one (1) year after the date of death,but not later than the scheduled expiration date. If the Employee ceases to beemployed by the Company by reason of the Employee's disability (as defined inthe Plan), this option may be exercised, to the extent of the number of shareswith respect to which the Employee could have exercised it on the date of thetermination of the Employee's employment, at any time within one (1) year aftersuch termination, but not later than the scheduled expiration date. At theexpiration of such one-year period or the scheduled expiration date, whicheveris the earlier, this option shall terminate and the only rights hereunder shallbe those as to which the option was properly exercised before such termination.

6. **Partial Exercise**. Exercise of this option upto the extent above stated may be made in part at any time and from time to timewithin the above limits, except that this option may not be exercised for afraction of a share unless such exercise is with respect to the finalinstallment of stock subject to this option and a fractional share (or cash inlieu thereof) must be issued to permit the Employee to exercise completely suchfinal installment. Any fractional share with respect to which an installment ofthis option cannot be exercised because of the limitation contained in thepreceding sentence shall remain subject to this option and shall be availablefor later purchase by the Employee in accordance with the terms hereof.

7. **Payment of Price**. The option price ispayable as follows:

(a) in cash or by check, or any combination of the foregoing,equal in amount to the option price.

_______________

(Employee Initials)

(b) in cash, by check, by delivery of shares of the Company'sCommon Stock having a fair market value (as determined by the Board of Directorsor Committee, as appropriate) equal as of the date of exercise to the optionprice, or by any combination of the foregoing, equal in amount to the optionprice.

______________

(Employee Initials)

As provided above, payment of such purchase price or anyportion thereof may be made with shares of stock of the same class as the sharesthen subject to this option, if shares of that class are then publicly traded(as defined below), such shares to be credited toward such purchase price on thevaluation basis set forth below, in which event the stock certificatesevidencing the shares so to be used shall accompany the notice of exercise andshall be duly endorsed or accompanied by a duly executed stock powers totransfer the same to the Company; provided, however, that such payment in stockinstead of cash shall not be effective and shall be rejected by the Company if (i)the Company is then prohibited from purchasing or acquiring shares of the classof its stock thus tendered to it, or (ii) the right or power of the personexercising the option to deliver such shares in payment of said purchase priceis subject to the prior interests of any other person (excepting the Company asindicated by legends upon the certificate(s) or as known to the Company). Forpurposes of this paragraph (a) "publicly traded" shares are those which arelisted or admitted to unlisted trading privileges on a national securitiesexchange or as to which sales or bid and offer quotations are reported in theautomated quotation system ("Nasdaq"), operated by the National Association ofSecurities Dealers Inc. ("NASD"); and (b) for credit toward the purchase price,shares so surrendered shall be valued as of the day immediately preceding thedelivery to the Company of the certificate(s) evidencing such shares (or, ifsuch day is not a trading day in the U.S. securities markets, on the nearestpreceding trading day), on the basis of the closing price of stock of that classas reported with respect to the market (or the composite of the markets, if morethan one) in which such shares are then traded, or if no such closing prices arereported, the lowest independent offer quotation reported, therefor in Level 2of Nasdaq, or if no such quotations are reported on the basis of the most nearlycomparable valuation method acceptable to the Company. If the Company rejectsthe payment in stock, the tendered notice of exercise shall not be effectivehereunder unless promptly after being notified of such rejection the personexercising the option pays the purchase price in acceptable form. If and whilepayment of the purchase price with stock is permitted in accordance with theforegoing provisions, the person then entitled to exercise this option may, inlieu of using previously outstanding shares therefor, use some of the shares asto which this option is then being exercised, in which case the notice ofexercise need not be accompanied by any stock certificates but shall include astatement directing the Company to withhold so many of the shares that wouldotherwise have been delivered upon that exercise of this option as equals thenumber of shares that would have been transferred to the Company if the purchaseprice had been paid with previously issued stock.

No person shall be entitled to the privileges of stockownership in respect of any shares issuable upon exercise of this option, unlessand until such shares have been issued to such person as fully paid shares.

No certificate or certificates for shares of stock purchasedupon exercise of this option shall be issued and delivered prior to theadmission of such shares to listing on any stock exchange on which shares ofthat class are then listed, nor unless and until, in the opinion of counsel forthe Company, such securities may be issued and delivered without causing theCompany to be in violation of or incur any liability under any federal, state orother securities law, any requirement of any securities exchange listingagreement to which the Company may be a party, or any other requirement of lawor of any regulatory body having jurisdiction over the Company.

Notwithstanding the foregoing, the Employee may not pay anypart of the exercise price hereof by transferring Common Stock to the Company ifsuch Common Stock is both subject to a substantial risk of forfeiture and nottransferable within the meaning of Section 83 of the Code.

8. **Agreement to Purchase for Investment**. Byacceptance of this option, the Employee agrees that a purchase of shares underthis option will not be made with a view to their distribution, as that term isused in the Securities Act of 1933, as amended, unless in the opinion of counselto the Company such distribution is in compliance with or exempt from theregistration and prospectus requirements of that Act, and the Employee agrees tosign a certificate to such effect at the time of exercising this option andagrees that the certificate for the shares so purchased may be inscribed with alegend to ensure compliance with the requirements with the Securities Act of1933. Employee has had access to all information required by Employee to make aninvestment decision and Employee has had an opportunity to ask questions of andreceive answers from the Company pertaining to the Company, its business, thisoption and the underlying Common Stock.

9. **Method of Exercising Option**. Subject to theterms and conditions of this Agreement, this option may be exercised by writtennotice to the Company, at the principal executive office of the Company, or tosuch transfer agent as the Company shall designate. Such notice shall state theelection to exercise this option and the number of shares in respect of which itis being exercised and shall be signed by the person or persons to exercisingthis option. Such notice shall be accompanied by payment of the full purchaseprice of such shares, and the Company shall deliver a certificate representingsuch shares as soon as practicable after the notice shall be received. Thecertificate for the shares as to which this option shall have been so exercisedshall be registered in the name of the person or persons so exercising thisoption (or, if this option shall be exercised by the Employee and if theEmployee shall so request in the notice of exercising this option, shall beregistered in the name of the Employee and another person jointly, with right ofsurvivorship) and shall be delivered as provided above to or upon the writtenorder of the person or persons exercising this option. In the event this optionshall be exercised, pursuant to Section 5 hereof, by any person or persons otherthan the Employee, such notice shall be accompanied by appropriate proof of theright of such person or persons to exercise this option. All shares that shallbe purchased upon the exercise of this option as provided herein shall be fullypaid and non-assessable.

10. **Option Not Transferable**. This option is nottransferable or assignable except by will or by the law of descent anddistribution or except as permitted by Rule 16b-3 under the Securities ExchangeAct of 1934. During the Employee's lifetime only the Employee can exercise thisoption.

11. **No Obligation to Exercise Option**. The grantand acceptance of this option imposes no obligation on the Employee to exerciseit.

12. **No Obligation to Continue Employment**. TheCompany and any Related Corporation (as defined in the Plan) are not by the Planor this option obligated to continue the Employee in employment.

13. **No Rights as Stockholder until Exercised**.The Employee shall have no rights as a stockholder with respect to sharessubject to this Agreement until a stock certificate therefor has been issued tothe Employee and is fully paid for. Except as is expressly provided in the Planwith respect to certain changes in the capitalization of the Company, noadjustment shall be made for dividends or similar rights for which the recorddate is prior to the date such stock certificate is issued.

14. **Capital Changes and Business Successions**.Subject to Section 20 hereof, the Plan contains provisions covering thetreatment of options in a number of contingencies such as stock splits andmergers. Provisions in the Plan for adjustment with respect to stock subject tooptions and the related provisions with respect to successors to the business ofthe Company are hereby made applicable hereunder and are incorporated herein byreference. In particular, without affecting the generality of the foregoing, itis understood that for the purposes of Sections 3 through 5 hereof, bothinclusive, employment by the Company includes employment by a RelatedCorporation as defined in the Plan. 

15. **Early Disposition**. The Employee agrees tonotify the Company in writing immediately after the Employee makes aDisqualifying Disposition of any Common Stock received pursuant to the exerciseof this option. A Disqualifying Disposition is any disposition (including anysale) of such Common Stock before the later of (a) two (2) years afterthe date the Employee was granted this option or (b) one (1) year after the datethe Employee acquired Common Stock by exercising this option. If the Employeehas died before such stock is sold, these holding period requirements do notapply and no Disqualifying Disposition can occur thereafter. The Employee alsoagrees to provide the Company with any information which it shall requestconcerning any such disposition. The Employee acknowledges that he or she willforfeit the favorable income tax treatment otherwise available with respect tothe exercise of this incentive stock option if he or she makes a DisqualifyingDisposition of the stock received on exercise of this option.

16. **Withholding Taxes**. If the Company in itsdiscretion determines that it is obligated to withhold tax with respect to aDisqualifying Disposition (as defined in Section 15) of Common Stock received bythe Employee on exercise of this option, the Employee hereby agrees that theCompany may withhold from the Employee's wages the appropriate amount offederal, state and local withholding taxes attributable to such DisqualifyingDisposition. If any portion of this option is treated as a Non-Qualified Option,the Employee hereby agrees that the Company may withhold from the Employee'swages the appropriate amount of federal, state and local withholding taxesattributable to the Employee's exercise of such Non-Qualified Option. At theCompany's discretion, the amount required to be withheld may be withheld in cashfrom such wages, or (with respect to compensation income attributable to theexercise of this option) in kind from the Common Stock otherwise deliverable tothe Employee on exercise of this Option. The Employee further agrees that, ifthe Company does not withhold an amount from the Employee's wages sufficient tosatisfy the Company's withholding obligation, the Employee will reimburse theCompany on demand, in cash, for the amount under withheld.

17. **Company's Right of First Refusal**.

(a) Exercise of Right: If the Employee desires to sellall or any part of the shares acquired under this option (including anysecurities received in respect thereof pursuant to any stock dividend, stocksplit, reclassification, reorganization, recapitalization and the like), and anofferor (the "Offeror") has made an offer therefor, which offer the Employeedesires to accept, the Employee shall: (i) obtain in writing an irrevocable andunconditional bona fide offer (the "Bona Fide Offer") for the purchase thereoffrom the Offeror and (ii) give written notice (the "Option Notice") to theCompany setting forth his desire to sell such shares, which Option Notice shallbe accompanied by a photocopy of the original executed Bona Fide Offer and shallset forth at least the name and address of the Offeror and the price and termsof the Bona Fide Offer. Upon receipt of the Option Notice, the Company shallhave an assignable option to purchase any or all of such shares (the "OptionShares") specified in the Option Notice, such option to be exercisable bygiving, within thirty (30) days after receipt of the Option Notice, a writtencounter-notice to the Employee. If the Company elects to purchase any or all ofsuch Option Shares, it shall be obligated to purchase, and the Employee shall beobligated to sell to the Company, such Option Shares at the price and termsindicated in the Bona Fide Offer within sixty (60) days from the date of receiptby the Company of the Option Notice.

(b) Sale of Option Shares to Offeror: The Employee maysell, pursuant to the terms of the Bona Fide Offer, any or all of such OptionShares not purchased or agreed to be purchased by the Company for sixty (60)days after the expiration of the thirty (30) day period during which the Companymay give the aforesaid counter-notice; provided, however, that theEmployee shall not sell such Option Shares to the Offeror if the Offeror is acompetitor of the Company and the Company gives written notice to the Employee,within thirty (30) days of its receipt of the Option Notice, stating that theEmployee shall not sell his Option Shares to the Offeror; and provided, further,that prior to the sale of such Option Shares to the Offeror, the Offeror shallexecute an agreement with the Company pursuant to which the Offeror agrees to besubject to the restrictions set forth in this Section 17. If any or all of suchOption Shares are not sold pursuant to a Bona Fide Offer within the timepermitted above, the unsold Option Shares shall remain subject to the terms ofthis Section 17.

(c) Adjustments for Changes in Capital Structure: Ifthere shall be any change in the Common Stock of the Company through merger,consolidation, reorganization, recapitalization, stock dividend, split-up,combination or exchange of shares or the like, the restrictions contained inthis Section 17 shall apply with equal force to additional and/or substitutesecurities, if any, received by the Employee in exchange for, or by virtue ofhis ownership of, Option Shares.

(d) Failure to Deliver Option Shares. In the event theEmployee fails or refuses to deliver on a timely basis duly endorsedcertificates representing Option Shares to be sold to the Company pursuant tothis Section 17, the Company shall have the right to deposit the purchase pricefor the Option Shares in a special account with any bank or trust company in theState of Utah, giving notice of such deposit to the Employee, whereupon suchOption Shares shall be deemed to have been purchased by the Company. All suchmonies shall be held by the bank or trust company for the benefit of theEmployee. All monies deposited with the bank or trust company but remainingunclaimed for two (2) years after the date of deposit shall be repaid by thebank or trust company to the Company on demand, and the Employee shallthereafter look only to the Company for payment. The Company may place a legendon any stock certificate delivered to the Employee reflecting the restrictionson transfer set forth provided in this Section 17.

18. **No Exercise of Option if Employment Terminated forMisconduct**. If the employment of the Employee is terminated for"Misconduct," this option shall terminate on the date of such termination ofemployment and all unvested or unexercised options shall thereupon not beexercisable to any extent whatsoever. "Misconduct" is conduct, as determined bythe Board of Directors, involving one or more of the following: (i) thesubstantial and continuing failure of the Employee to render services to theCompany in accordance with his assigned duties; (ii) a determination bytwo-thirds of the members of the Board of Directors that the Employee hasinadequately performed the duties of his employment; (iii) disloyalty, grossnegligence, dishonesty or breach of a fiduciary duty to the Company; (iv) thecommission of an act of embezzlement, fraud, disloyalty, dishonesty ordeliberate disregard of the rules or policies of the Company which results inloss, damage or injury to the Company, whether directly or indirectly; (v) theunauthorized disclosure of any trade secret or confidential information of theCompany; or (vi) the commission of an act which constitutes unfair competitionwith the Company or which induces any customer of the Company to break acontract with the Company. In making such determination, the Board of Directorsshall act fairly and in utmost good faith and shall give the Employee anopportunity to appear and be heard at a hearing before the Board of Directors orany Committee and present evidence on his behalf. For purposes of this Section18, termination of employment shall be deemed to occur when the Employeereceives notice that his employment is terminated.

19. **Company's Right of Repurchase**.

(a) Rights of Repurchase. If any of the eventsspecified in Section 19(b) below occur, then:

(i) with respect to shares acquired upon exercise of thisoption prior to the occurrence of such event, within sixty (60) days after theCompany receives actual knowledge of the event, and 

(ii) with respect to shares acquired upon exercise of thisoption after the occurrence of such event, within sixty (60) days following thelater of the date of such exercise or the date the Company receives actualknowledge of such event,

(in either case, the "Repurchase Period"), the Company shallhave the option, but not the obligation, to repurchase all, but not a portionof, the shares from the Employee, or his legal representatives, as the case maybe (the "Repurchase Option"). The Repurchase Option shall be exercised by theCompany by giving the Employee, or his legal representative, written notice ofits intention to exercise the Repurchase Option on or before the last day of theRepurchase Period, and, together with such notice, tendering to the Employee, orhis legal representative, an amount equal to the higher of the option price orthe fair market value of the shares. The Company may, in exercising theRepurchase Option, designate one or more nominees to purchase the shares eitherwithin or without the Company. Upon timely exercise of the Repurchase Option,designate one or more nominees to purchase the shares either within or withoutthe Company. Upon timely exercise of the Repurchase Option in the mannerprovided in this Section 19(a), Employee, or his legal representative shalldeliver to the Company the stock certificate or certificates representing theshares being repurchased, duly endorsed and free and clear of any and all liens,charges and encumbrances.

If shares are not purchased under the Repurchase Option, theEmployee and his successor in interest, if any, will hold any such shares in hispossession subject to all of the provisions of this Agreement.

(b) Company's Right to Exercise Repurchase Option: TheCompany shall have the Repurchase Option in the event that any of the followingevents shall occur:

(i) The termination of the Employee's employment with theCompany or any Related Corporation (as defined in the Plan), voluntarily orinvoluntarily, for any reason whatsoever, including death or permanentdisability, prior to the time this option shall be fully vested as provided inSection 3 hereof;

(ii) The receivership, bankruptcy or other creditor'sproceeding regarding the Employee or the taking of any of Employee's sharesacquired upon exercise of this option by legal process, such as a levy ofexecution;

(iii) Distribution of shares held by the Employee to hisspouse as such spouse's joint or community interest pursuant to a decree ofdissolution, operation of law, divorce, property settlement agreement or for anyother reason, except as may be otherwise permitted by the Company; or

(iv) The termination of the Employee's employment by theCompany for Misconduct (as defined in Section 18 hereof).

(c) Determination of Fair Market Value: The fairmarket value of the shares subject to this option shall be, for purposes of thisSection 19, an amount per share determined on the basis of the price at whichshares of the Common Stock could reasonably be expected to be sold in anarms-length transaction, for cash, other than on an installment basis, to aperson not employed by, controlled by, in control of or under common controlwith the Company. Fair market value shall be determined by the Board ofDirectors, giving due consideration to recent grants of incentive stock optionsfor shares of Common Stock, recent transactions involving shares of the CommonStock, if any, earnings of the Company to the date of such determination,projected earnings of the Company, the effect of the transfer restrictions towhich the shares are subject under law and this Agreement, the existence orabsence of a public market for the Common Stock and such other matters as theBoard of Directors deems pertinent. The determination by the Board of Directorsof the fair market value shall be conclusive and binding. The fair market valueof the shares shall be determined as of the day on which the event occurs.

20. **Changes in Control**. Notwithstanding anyother provision hereof, this option shall accelerate so that the Employee shallhave the right, at all times , until the expiration or earlier termination ofthe option, to exercise the unexercised portions of this option, including theportions thereof which would, but for this Section entitled "Changes inControl," not yet be exercisable, from and after any Involuntary Terminationwithin thirty six (36) months after a Change in Control that occurs while theEmployee is an employee of the Company or any of its Related Corporations;provided that (a) for employees whose employment with the Company is less thanone full year at the time of the Change in Control, this option shall accelerateas to 60% of the shares subject to this option; (b) for employees whoseemployment with the Company is less than two full years but greater than onefull year, this option shall accelerate as to 80% of the shares subject to thisoption ; (c) for employees whose employment with the Company is greater than twofull years, this option shall accelerate as to 100% of the shares subject tothis option. For purposes of this Section 20: (a) an "Involuntary Termination"is any termination of the Employee's employment with the Company or with any ofits Related Corporation for reasons other than (i) the Employee's death, (ii)the Employee's total disability as defined in the Plan, (iii) the Employee'sretirement under circumstances that entitle the Employee to full benefits underone or another of his employer's retirement or pension plans or programsgenerally applicable to salaried employees, or (iv) termination for misconductas defined in Section 18 hereof; and (b) a "Change in Control" means any of thefollowing events if they occur after the date of grant of this option: thedirect or indirect beneficial ownership (within the meaning of Section 13(d) ofthe Securities Exchange Act of 1934 (the "Exchange Act") and Regulations 13D - Gthereunder) of thirty percent (30%) or more of the class of securities thensubject to this option is acquired or becomes held by any person or group ofpersons (within the meaning of Section 13(d)(3) of the Exchange Act), or thesale, mortgage, lease or other transfer in one or more transactions not in theordinary course of the Company's business of assets or earning powerconstituting more than fifty percent (50%) of the assets or earning power of theCompany and its Related Corporations (taken as a whole) to any such person orgroup of persons. 

21. **Provision of Documentation to Employee**. Bysigning this Agreement, the Employee acknowledges receipt of a copy of thisAgreement and a copy of the Company's 1997 Stock Option Plan.

22. **Governing Law**. This Agreement shall begoverned by and interpreted in accordance with the internal laws of the State ofUtah.

23. **Holding Period**. The Employee acknowledgesthat if the shares acquired upon exercise of this option are not held for atleast six (6) months following the date of grant, the grant of this option willbe deemed a purchase that may be matched against any sale of the Company'ssecurities occurring within six (6) months of the grant and may create liabilityfor the Employee pursuant to Section 16(b) of the Securities Exchange Act of1934, as amended. Certain holding periods are also required under the InternalRevenue Code of 1986, as amended, in order for this option to qualify as anincentive stock option. 

 

IN WITNESS WHEREOF the Company and the Employee have causedthis instrument to be executed, and the Employee whose signature appears belowacknowledges receipt of a copy of the Plan and acceptance of an original copy ofthis Agreement.

THE EMPLOYEE:  		
 COMPANY:

                                                         		
NBO Systems,		Inc.
Signature
 
                                                          		
By:                                                        		
**Print Name**
   
Its:                                                          		
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