EXHIBIT 4.6


                             STOCK OPTION AGREEMENT

      This Stock Option Agreement is made as of November 13, 2003 by and between
TNX Television  Holdings,  Inc.  (formerly  named SZM  Distributors,  Inc.) (the
"Corporation"),   and   ________   (the   "Optionee")   with   an   address   of
______________________.

                                    RECITALS

      WHEREAS,  in  consideration  for services  provided to TNCI UK, Ltd ("TNCI
UK"), TNCI UK granted to Optionee [#] stock options on [DATE];

      WHEREAS,  such  options  were  subsequently   converted  to  options  (the
"Options") to purchase [#] shares of the  Corporation's  common stock, par value
$.001 per share (the  "Option  Shares") in  connection  with the reverse  merger
between SZM  Distributors,  Inc.,  SZMD  Acquisition  II,  Inc.,  a wholly owned
subsidiary of SZM Distributors, Inc. and TNX Television, Inc., which occurred on
November 13, 2003. The stock options  granted  herein are not  "incentive  stock
options" under Section 422 of the Internal Revenue Code of 1986, as amended.

      NOW THEREFORE,  specifically  incorporating  these recitals herein,  it is
agreed as follows:

                                    AGREEMENT

                                    SECTION 1
                                 GRANT OF OPTION

1.1 NUMBER OF SHARES. Subject to the terms and conditions of this Agreement, the
Corporation  grants  to  Optionee,  Options  to  purchase  from the  Corporation
_________ Option Shares.

1.2 EXERCISE PRICE.  Each Option Share is exercisable at a price of US $________
per share (the "Option Price").

1.3 TERM. The Expiration Date for all Options shall be __________.

1.4  VESTING.  The Options  granted  herein  shall vest in  accordance  with the
following vesting schedule: _____________________________.

1.5 CONDITIONS OF OPTION. The Options may be exercised immediately upon vesting,
subject to the terms and conditions as set forth in this Agreement.


                                    SECTION 2
                               EXERCISE OF OPTION

2.1 DATE  EXERCISABLE.  The  Options  shall  become  exercisable  by Optionee in
accordance with Section 1.4 above.


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2.2 MANNER OF EXERCISE OF OPTIONS AND PAYMENT FOR COMMON STOCK.  The Options may
be exercised by the Optionee,  in whole or in part, by giving  written notice to
the Secretary of the Corporation, setting forth the number of Option Shares with
respect to which Options are being  exercised.  The purchase price of the Option
Shares upon  exercise of the  Options by the  Optionee  shall be paid in full in
cash.

2.3 STOCK  CERTIFICATES.  Promptly after any exercise in whole or in part of the
Options by Optionee,  the Corporation shall deliver to Optionee a certificate or
certificates  for the number of Option  Shares with respect to which the Options
were so exercised, registered in Optionee's name.

                                    SECTION 3
                               NONTRANSFERABILITY

3.1 RESTRICTION. The Options shall not be transferable by the Optionee otherwise
than by will or the laws of descent and  distribution,  and, during the lifetime
of such  individual,  shall not be exercisable by any other person,  but only by
him.

                                    SECTION 4
                   NO RIGHTS AS SHAREHOLDER PRIOR TO EXERCISE

4.1  Optionee  shall  not be  deemed  for any  purpose  to be a  shareholder  of
Corporation  with  respect  to any  shares  subject  to the  Options  under this
Agreement to which the Options shall not have been exercised.

                                    SECTION 5
                                   ADJUSTMENTS

5.1 NO EFFECT ON CHANGES IN CORPORATION'S  CAPITAL  STRUCTURE.  The existence of
the Options shall not affect in any way the right or power of the Corporation or
its  shareholders  to  make  or  authorize  any  adjustments,  recapitalization,
reorganization,  or other changes in the Corporation's  capital structure or its
business,  or any merger or consolidation  of the  Corporation,  or any issue of
bonds,  debentures,  preferred or  preference  stocks ahead of or affecting  the
Option Shares, or the dissolution or liquidation of the Corporation, or any sale
or transfer of all or any part of its assets or business, or any other corporate
act or proceeding, whether of a similar character or otherwise.

5.2 ADJUSTMENT TO OPTION SHARES. In the event that the outstanding  common stock
of the  Corporation is hereafter  changed by reason of  reorganization,  merger,
consolidation,  recapitalization,  reclassification, stock split-up, combination
of shares,  reverse split, stock dividend or the like, an appropriate adjustment
shall be made in the number of shares and option price per share  subject to the
Options. If the Corporation shall be reorganized,  consolidated,  or merged with


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<PAGE>


another corporation, the holder of this Option shall be entitled to receive upon
the  exercise  of this Option the same number and kind of shares of stock or the
same  amount of  property,  cash or  securities  as the  holder  would have been
entitled to receive  upon the  happening of any such  corporate  event as if the
holder had been,  immediately  prior to such event,  the holder of the number of
shares covered by this Option.

Any adjustment in the number of shares shall apply  proportionately  to only the
unexercised  portion of the Option  granted  hereunder.  If fractions of a share
would result from any such  adjustment,  the adjustment  shall be revised to the
next lower whole number of shares.

                                    SECTION 6
                                   TERMINATION

6.1 TERMINATION:  The Option will terminate  immediately upon termination of the
Optionee by the  Corporation  for  "cause",  as defined  below.  In the event of
cessation of the Optionee's  relationship  with the Corporation or any Affiliate
(as defined  below)  other than for  "cause",  the Option will  terminate on the
later of (a) February 13, 2005 or (b) 90 days after cessation,  unless cessation
is due to death or total  disability,  in  which  case (i) the  portion  of this
Option  that is  vested  at the time of such  termination  plus  (ii) a pro rata
amount of any portion of this Option subject to a periodic vesting schedule that
would have  accrued on the next vesting date had the Optionee not died or become
totally disabled shall terminate one year after cessation of such  relationship.
All  unvested  options,  except  those  discussed  under  (ii) of the  preceding
sentence,  will  terminate  immediately  upon the  cessation  of the  Optionee's
relationship  with the  Corporation or any Affiliate for any reason,  including,
without limitation, termination for cause, resignation, death or disability.

6.2 DEFINITIONS.

            (A) For purposes of this  Agreement,  "cause"  shall include (and is
not limited to)  dishonesty  with respect to the  Corporation  or any Affiliate,
insubordination,  substantial  malfeasance or non-feasance of duty, unauthorized
disclosure of confidential information,  breach by the Optionee of any provision
of any  employment,  consulting,  advisory,  nondisclosure,  non-competition  or
similar agreement between the Optionee and the Corporation or any Affiliate, and
conduct  substantially  prejudicial  to the business of the  Corporation  or any
Affiliate.  The determination of the Board of Directors of the Corporation as to
the existence of "cause" will be conclusive on the Optionee and the Corporation.
"Cause" is not  limited to events  which have  occurred  prior to an  Optionee's
termination of service, nor is it necessary that the Board of Directors' finding
of "cause"  occur prior to  termination.  If the Board of Directors  determines,
subsequent to an Optionee's  termination of service but prior to the exercise of
an Option,  that either prior or subsequent to the  Optionee's  termination  the
Optionee  engaged in conduct which would  constitute  "cause," then the right to
exercise any Option is forfeited.  Any  definition  in an agreement  between the
Optionee and the  Corporation  or an  Affiliate,  which  contains a  conflicting
definition of "cause" for termination and which is in effect at the time of such
termination,  shall  supersede the  definition in this Agreement with respect to
that Optionee.


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<PAGE>


            (B)  "Affiliate"  means a  corporation  or other entity  which,  for
purposes of Section 424 of the Internal  Revenue Code of 1986, as amended,  is a
parent or subsidiary of the Corporation, direct or indirect.


                                    SECTION 7
                            MISCELLANEOUS PROVISIONS

7.1 DISPUTES. Any dispute or disagreement that may arise under or as a result of
this Agreement, or any question as to the interpretation of this Agreement,  may
be determined by the Board in its absolute and uncontrolled discretion,  and any
such  determination  shall be final,  binding,  and  conclusive  on all affected
persons.

7.2 NOTICES. Any notice that a party may be required or permitted to give to the
other shall be in writing, and may be delivered personally, by overnight courier
or by certified or registered mail, postage prepaid, addressed to the parties at
their current  principal  addresses,  or such other address as either party,  by
notice to the other, may designate in writing from time to time.

7.3 LAW  GOVERNING.  This  Agreement  shall  be  governed  by and  construed  in
accordance with the laws of the State of Delaware.

7.4 TITLES AND  CAPTIONS.  All  section  titles or  captions  contained  in this
Agreement are for  convenience  only and shall not be deemed part of the context
nor effect the interpretation of this Agreement.

7.5 ENTIRE AGREEMENT.  This Agreement contains the entire understanding  between
the parties and supersedes any prior  understandings and agreements between them
respecting the subject matter of this Agreement.

7.6  AGREEMENT  BINDING.  This  Agreement  shall  be  binding  upon  the  heirs,
executors, administrators, successors and assigns of the parties hereto.

7.7 PRONOUNS AND PLURALS.  All  pronouns  and any  variations  thereof  shall be
deemed to refer to the masculine,  feminine,  neuter, singular, or plural as the
identity of the person or persons may require.

7.8 FURTHER ACTION.  The parties hereto shall execute and deliver all documents,
provide  all  information  and take or  forbear  from all such  action as may be
necessary or appropriate to achieve the purposes of the Agreement.

7.9 PARTIES IN INTEREST.  Nothing herein shall be construed to be to the benefit
of any third  party,  nor is it  intended  that any  provision  shall be for the
benefit of any third party.

7.10 SAVINGS CLAUSE.  If any provision of this Agreement,  or the application of
such  provision  to any  person  or  circumstance,  shall be held  invalid,  the
remainder of this Agreement,  or the application of such provision to persons or
circumstances  other  than  those as to which it is held  invalid,  shall not be
affected thereby.


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<PAGE>


IN WITNESS WHEREOF,  the parties hereto have executed this Agreement on the date
set forth below.

TNX TELEVISION HOLDINGS, INC.


By:                                       Date:
   -----------------------------
   Name:
   Title:

The undersigned  Optionee hereby acknowledges receipt of an executed original of
this Stock Option Agreement,  accepts the Options granted thereunder, and agrees
to the terms and conditions thereof.

Dated:
      --------------------

OPTIONEE

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



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<PAGE>


                          TNX TELEVISION HOLDINGS, INC.

                       NOTICE OF EXERCISE OF STOCK OPTION

The  undersigned  hereby  exercises the Stock Options  granted by TNX Television
Holdings, Inc. and seeks to purchase ____________________ shares of Common Stock
of the Corporation  pursuant to said Options.  The undersigned  understands that
this  exercise is subject to all the terms and  provisions  of the Stock  Option
Agreement dated as of ______________.

Enclosed  is a check in the sum of  $_____________________  in payment  for such
shares.


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Signature of Optionee

Date:
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