Exhibit 4.2


                      EDUCATIONAL VIDEO CONFERENCING, INC.

                             STOCK OPTION AGREEMENT

               THIS  AGREEMENT,  made  as of the  12th  day  of  May,  1997,  by
EDUCATIONAL VIDEO  CONFERENCING,  INC., a Delaware  Corporation (the "Company"),
with Wallace J. Caven (the "Holder"):

               The Company,  desiring to afford an  opportunity to the Holder to
purchase  certain  shares of the Company's  Common Stock,  $.0001 par value (the
"Common  Stock"),  to provide  the Holder  with an  inducement  to remain in the
service  of the  Company,  to enable  the  Holder to  participate  in the future
success of the Company and to associate  the  interests of the Holder with those
of the Company,  hereby grants to Holder,  and Holder hereby accepts,  an option
(the "Option") to purchase all or any part of 30,000 shares of Common Stock,  at
a price per share of $2.40 (the "Exercise Price"),  which price is not less than
the fair  market  value  of a share of  Common  Stock  on the  date  hereof,  as
determined by the Company's  Board of Directors (the "Board").  The Option shall
vest and become  exercisable  (provided  the Holder is then an  employee  of the
Company or a Related  Entity,  as defined below),  on a cumulative  basis, as to
10,000 shares 12 months after the  completion of the  Company's  initial  public
offering (the "IPO") and as to an  additional  10,000 shares on each of the next
two succeeding  anniversary dates of the IPO, so that 100% of the shares subject
to the Option shall be purchasable  upon exercise of the Option three years from
the date of the IPO.  The Option  shall be subject  to the  following  terms and
conditions:

               1. a. This  Agreement  supersedes  any and all other  prior stock
option  agreements  between the parties with  respect to the Option.  The Option
shall  continue in force through May 11, 2007 (the  "Expiration  Date"),  unless
sooner terminated as provided herein.

                  b. This Option is  designated  as a stock option that does not
qualify as an  incentive  stock  option  pursuant to Section 422 of the Internal
Revenue Code of 1986, as amended.

               2. a. If the Holder  shall die and if the  Option  was  otherwise
exercisable  immediately  prior to the occurrence of such event, then the Option
may be  exercised  as set forth  herein by the  person  or  persons  to whom the
Holder's  rights  under the  Option  pass by will or by the laws of  decent  and
distribution,  or if no  such  person  has  such  right,  by  his  executors  or
administrators, at any time prior to the Expiration Date.

                  b. In the event of a change in control of the Company,  of the
type that  would be  required  to be  described  as a change in  control  of the
Company in a proxy or information  statement


<PAGE>

distributed by the Company pursuant to Section 14 of the Securities Exchange Act
of 1934,  in response to Item 6(e) of Schedule 14 A promulgated  thereunder  (if
such Act is applied to the company),  the Option will  immediately  become fully
exercisable in accordance with the terms of this Agreement.


               3. a. The Holder may  exercise  the  Option  with  respect to any
whole  number of  shares  less than the full  number  of shares  subject  to the
Option.  The Holder may exercise the Option by giving the Company written notice
in the form annexed,  as provided in paragraph 8 hereof, of such exercise.  Such
notice  shall  specify  the  number of  shares  as to which the  Option is being
exercised  and  shall be  accompanied  by  payment  in full by means of one or a
combination  of the  following:  (i) in cash, of an amount equal to the Exercise
Price  multiplied  by the  number  of  shares  as to which  the  Option is being
exercised (the "Purchase  Price");  (ii) if permitted by the Board, by surrender
to the Company of a number of shares of Common Stock, or by allowing the Company
to deduct a number of shares from the shares of Common Stock  deliverable to the
Holder upon exercise of the Option, having a fair market value, as determined by
the Board on the date of the exercise  (whose  determination  shall be final and
conclusive),  equal to the Purchase Price; or (iii) if the Holder is an employee
of the  Company or a Related  Entity at the time of  exercise,  and if the Board
permits,  by interest bearing  promissory note in an amount not to exceed 90% of
the Purchase Price, such promissory note to be repaid in quarterly  installments
over a period not to exceed five years (the remaining 10% of such Purchase Price
to be paid  either  in cash or by  surrender  or  deduction  of shares of Common
Stock).

                  b. Prior to or  concurrently  with  delivery by the Company to
the Holder of a certificate(s)  representing such shares, the Holder shall, upon
notification  of the amount due, pay  promptly  any amount  necessary to satisfy
applicable federal, state or local tax requirements. In the event such amount is
not paid  promptly,  the Company shall have the right to apply from the Purchase
Price paid any taxes  required by law to be withheld by the Company with respect
to such  payment  and the number of shares to be issued by the  Company  will be
reduced accordingly.

               4. Notwithstanding any other provision of this Agreement,  in the
event of a change in the outstanding  Common Stock of the Company by reason of a
stock dividend, split-up, split-down,  reverse split, recapitalization,  merger,
consolidation,  combination  or  exchange of shares,  spin-off,  reorganization,
liquidation  or the like,  then the  aggregate  number of shares  subject to the
option and the Exercise  Price shall be  appropriately  adjusted by the Board as
the Board shall  determine to be equitably  required,  its  determination  to be
final and conclusive.

               5.  This  Option  shall,   during  the  Holder's   lifetime,   be
exercisable  only by him, and neither this Option nor any right

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<PAGE>


hereunder shall be transferable by him, by operation of law or otherwise, except
by will or the laws of descent and distribution.  In the event of any attempt by
the Holder to transfer, assign, pledge, hypothecate or otherwise dispose of this
Option or of any right hereunder, except as provided for herein, or in the event
of the levy or any  attachment,  execution or similar process upon the rights or
interest  hereby  conferred,  the Company may terminate this Option by notice to
the Holder and it shall thereupon become null and void.

               6. Neither the Holder nor, in the event of his death,  any person
entitled to exercise his rights,  shall have any of the rights of a  stockholder
with respect to the shares subject to the Option until share  certificates  have
been issued and registered in the name of the Holder or his estate,  as the case
may be.

               7.  Nothing in this  Agreement  shall  confer upon the Holder any
right to  continue  in the employ or service of the  Company or any entity  that
directly or  indirectly,  through one or more  intermediaries,  controls,  or is
controlled  by,  or is under  common  control  with,  the  Company  (a  "Related
Entity").

               8. Any notice to the Company provided for in this Agreement shall
be  addressed  to the  Company in care of its Chief  Financial  Officer,  at its
principal executive offices,  and any notice to the Holder shall be addressed to
him at his address  now on file with the  Company,  or to such other  address as
either may last have designated to the other by notice as provided  herein.  Any
notice so addressed  shall be deemed to be given upon  receipt,  if delivered by
hand,  receipt  acknowledged,  or on the second  business day after mailing,  by
registered or certified  mail, at a post office or branch post office within the
United States.

               9. In the event that any question or controversy shall arise with
respect to the nature,  scope or extent of any one or more rights  conferred  by
this Option,  the determination by the Board (as constituted at the time of such
determination)  of the  rights  of the  Holder  shall be  conclusive,  final and
binding  upon the  Holder and upon any other  person who shall  assert any right
pursuant to this Option.

                                            EDUCATIONAL VIDEO CONFERENCING, INC.


                                            By: /s/ Dr. Arol I. Buntzman
                                                --------------------------------
                                                Name:  Dr. Arol I. Buntzman
                                                Title: Chairman & CEO


ACCEPTED AND AGREED




/s/ Wallace J. Caven
--------------------
Wallace J. Caven

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