Exhibit 4.5

                            INTERACTIVE NETWORK, INC.

                             1988 STOCK OPTION PLAN
                       (AS AMENDED THROUGH JULY 17, 1995)

         1. PURPOSES OF THE PLAN. The purposes of this Stock Option Plan are to
attract and retain the best available personnel for positions of substantial
responsibility, to provide additional incentives to Employees, Non-Employee
Directors and Consultants of the Company and its Subsidiaries, and to promote
the success of the Company's business. Options granted hereunder may be either
Incentive Stock Options or Nonstatutory Stock Options at the discretion of the
Committee.

         2. DEFINITIONS. As used herein, and in any Option granted hereunder,
the following definitions shall apply:

                  (a) "BOARD" shall mean the Board of Directors of the Company.

                  (b) "CODE" shall mean the Internal Revenue Code of 1986, as
amended.

                  (c) "COVERED EMPLOYEE" means an Employee who is a "covered
employee" under Section 162(m)(3) of the Code.

                  (d) "COMMON STOCK" shall mean the Common Stock of the Company.

                  (e) "COMPANY" shall mean Interactive Network, Inc.

                  (f) "COMMITTEE" shall mean the Committee appointed by the
Board in accordance with paragraph (a) of Section 4 of the Plan. If the Board
does not appoint or ceases to maintain a Committee, the term "Committee" shall
refer to the Board.

                  (g) "CONSULTANT" shall mean any independent contractor
retained to perform services for the Company.

                  (h) "CONTINUOUS EMPLOYMENT" shall mean the absence of any
interruption or termination of service as an Employee or Non-Employee Director
by the Company or any Subsidiary. For purposes of the preceding sentence,
service shall not be considered interrupted during any period of vacation, sick
leave, military leave or any other leave of absence approved by the Board or in
the case of transfers between locations of the Company or between the Company,
its Subsidiaries or its successor.

                  (i) "DISINTERESTED PERSON" shall mean a person who has not at
any time within one year prior to service as a member of the Committee (or
during such service) been granted or awarded Options or other equity securities
pursuant to the Plan or any other plan of the Company or any Subsidiary.
Notwithstanding the foregoing, a member of the Committee shall not fail to be a
Disinterested Person merely because he or she participates in a plan meeting the
requirements of Rule 16b-3(c)(2)(i)(A) or (B) promulgated under the Exchange
Act.

                  (j) "EMPLOYEE" shall mean any person, including officers
(whether or not they are directors), employed by the Company or any Subsidiary.

                  (k) "EXCHANGE ACT" shall mean the Securities Exchange Act of
1934, as amended.

                  (l) "INCENTIVE STOCK OPTION" shall mean any option granted
under this Plan and any other option granted to an Employee in accordance with
the provisions of Section 422 of the Code, and the regulations promulgated
thereunder.

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                  (m) "NON-EMPLOYEE DIRECTOR" shall mean any director of the
Company or any Subsidiary who is not employed by the Company or such Subsidiary.

                  (n) "NONSTATUTORY STOCK OPTION" shall mean any Option granted
under the Plan that is not an Incentive Stock Option.

                  (o) "OPTION" shall mean a stock option granted pursuant to the
Plan.

                  (p) "OPTION AGREEMENT" shall mean a written agreement between
the Company and the Optionee regarding the grant and exercise of Options to
purchase Shares and the terms and conditions thereof as determined by the
Committee pursuant to the Plan.

                  (q) "OPTIONED SHARES" shall mean the Common Stock subject to
an Option.

                  (r) "OPTIONEE" shall mean an Employee, Non-Employee Director
or Consultant who receives an Option.

                  (s) "PARENT" shall mean a "parent corporation," whether now or
hereafter existing, as defined by Section 425(e) of the Code.

                  (t) "PERFORMANCE-BASED COMPENSATION" means compensation
qualifying as "performance-based compensation" under Section 162(m) of the Code.

                  (u) "PLAN" shall mean this 1988 Stock Option Plan.

                  (v) "REGISTRATION DATE" shall mean the effective date of the
first registration statement filed by the Company, pursuant to Section 12(g) of
the Exchange Act, with respect to any class of the Company's equity securities.

                  (w) "SECURITIES ACT" shall mean the Securities Act of 1933, as
amended.

                  (x) "SHARE" shall mean a share of the Common Stock, as
adjusted in accordance with Section 11 of the Plan.

                  (y) "SUBSIDIARY" shall mean a "subsidiary corporation,"
whether now or hereafter existing, as defined in Section 425(f) of the Code.

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         3. STOCK SUBJECT TO THE PLAN. Subject to the provisions of Section 11
of the Plan, the maximum aggregate number of Shares which may be optioned and
sold under the Plan is 5,000,000 Shares. The Shares may be authorized but
unissued or reacquired shares of Common Stock. If an Option expires or becomes
unexercisable for any reason without having been exercised in full, the Shares
which were subject to the Option but as to which the Option was not exercised
shall become available for other Option grants under the Plan, unless the Plan
shall have been terminated.

         4. ADMINISTRATION OF THE PLAN.

                  (a) PROCEDURE. The Plan shall be administered by the Board.
The Board may appoint a Committee consisting of not less than two (2) members of
the Board to administer the Plan, subject to such terms and conditions as the
Board may prescribe. Once appointed, the Committee shall continue to serve until
otherwise directed by the Board. From time to time, the Board may increase the
size of the Committee and appoint additional members thereof, remove members
(with or without cause) and appoint new members in substitution therefor, fill
vacancies, however caused, and remove all members of the Committee and,
thereafter, directly administer the Plan. Members of the Board or Committee who
are either eligible for Options or have been granted Options may vote on any
matters affecting the administration of the Plan or the grant of Options
pursuant to the Plan, except that no such member shall act upon the granting of
an Option to himself, but any such member may be counted in determining the
existence of a quorum at any meeting of the Board or the Committee during which
action is taken with respect to the granting of an Option to him or her.

         The Committee shall meet at such times and places and upon such notice
as the Chairperson determines. A majority of the Committee shall constitute a
quorum. Any acts by the Committee may be taken at any meeting at which a quorum
is present and shall be by majority vote of those members entitled to vote.
Additionally, any acts reduced to writing or approved in writing by all of the
members of the Committee shall be valid acts of the Committee.

                  (b) PROCEDURE AFTER REGISTRATION DATE.

                           (i) ADMINISTRATION AFTER THE REGISTRATION DATE.
Notwithstanding subsection (a) above, after the date of registration of the
Company's Common Stock on a national securities exchange or the Registration
Date, the Plan shall be administered either by: (A) the full Board, provided
that all members of the Board are Disinterested Persons; or (B) a Committee of
two (2) or more directors, each of whom is a Disinterested Person. After such
date, the Board shall take all action necessary to administer the Plan in
accordance with the then effective provisions of Rule 16b-3 promulgated under
the Exchange Act, provided that any amendment to the Plan required for
compliance with such provisions shall be made consistent with the provisions of
Section 13 of the Plan, and said regulations. After such date, however, Options
can be granted to members of the Board or the Committee only if: (X) the Plan is
being administered by a Committee consisting solely of Disinterested Persons; or
(Y) a majority of the Board and a majority of the Directors acting with respect
to such option grants consists of Disinterested Persons.

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                           (ii) ADMINISTRATION WITH RESPECT TO COVERED
EMPLOYEES. Notwithstanding the foregoing, grants of Options to any Covered
Employee intended to qualify as Performance-Based Compensation shall be made
only by a Committee (or subcommittee of a Committee) which is comprised solely
of two or more directors eligible to serve on a committee granting Options
qualifying as Performance-Based Compensation. In the case of such Options
granted to Covered Employees, references to the "Administrator" or to a
"Committee" shall be deemed to be references to such Committee or subcommittee.

                  (c) POWERS OF THE COMMITTEE. Subject to the provisions of the
Plan, the Committee shall have the authority: (i) to determine, upon review of
relevant information, the fair market value of the Common Stock; (ii) to
determine the exercise price of Options to be granted, the Employees, Directors
or consultants to whom and the time or times at which Options shall be granted,
and the number of Shares to be represented by each Option; (iii) to interpret
the Plan; (iv) to prescribe, amend and rescind rules and regulations relating to
the Plan; (v) to determine the terms and provisions of each Option granted under
the Plan (which need not be identical) and, with the consent of the holder
thereof, to modify or amend any Option; (vi) to authorize any person to execute
on behalf of the Company any instrument required to effectuate the grant of an
Option previously granted by the Committee; (vii) to accelerate an exercise date
of any Option subject to the provisions of Section 9(a) of the Plan; (viii) to
determine whether Options granted under the Plan will be Incentive Stock Options
or Nonstatutory Stock Options; and (ix) to make all other determinations deemed
necessary or advisable for the administration of the Plan.

                  (d) EFFECT OF COMMITTEE'S DECISION. All decisions,
determinations and interpretations of the Committee shall be final and binding
on all potential or actual Optionees, any other holder of an Option or other
equity security of the Company and all other persons.

         5. ELIGIBILITY.

                  (a) PERSONS ELIGIBLE FOR OPTIONS. Options under the Plan may
be granted only to Employees, Non-Employee Directors or Consultants. Incentive
Stock Options may be granted only to Employees. An Employee who has been granted
an Option, if he or she is otherwise eligible, may be granted an additional
Option or Options. However, the aggregate fair market value (determined in
accordance with the provisions of Section 8(a) of the Plan) of the Shares
subject to one or more Incentive Stock Option grants that are exercisable for
the first time by an Optionee during any calendar year (under all stock option
plans of the Company and its Parents and Subsidiaries) shall not exceed $100,000
(determined as of the grant date).

                  (b) NO RIGHT TO CONTINUING EMPLOYMENT. Neither the
establishment nor operation of the Plan shall confer upon any Optionee or any
other person any right with respect to continuation of employment or other
service with the Company or any Subsidiary, nor shall the Plan interfere in any
way with the right of the Optionee or other person or the right of the Company
or Subsidiary to terminate such employment or service at any time.

         6. TERM OF PLAN. The Plan shall become effective upon its adoption by
the Board or its approval by vote of the holders of the outstanding shares of
the Company entitled to vote on the adoption of the Plan (in accordance with the
provisions of Section 18 hereof), whichever is earlier. It shall continue in
effect for a term of ten (10) years unless sooner terminated under Section 13 of
the Plan.

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         7. TERM OF OPTION. Unless the Committee determines otherwise, the term
of each Option granted under the Plan shall be five (5) years from the date of
grant. The term of the Option shall be set forth in the Option Agreement. No
Incentive Stock Option shall be exercisable after the expiration of ten (10)
years from the date such Option is granted, provided that no Incentive Stock
Option granted to any Employee who, at the date such Option is granted, owns
(within the meaning of Section 425(d) of the Code) more than ten percent (10%)
of the total combined voting power of all classes of stock of the Company or any
Parent or Subsidiary shall be exercisable after the expiration of five (5) years
from the date such Option is granted.

         8. OPTION PRICE AND CONSIDERATION.

                  (a) OPTION PRICE. Except as provided in subsections (b) below,
the option price for the Shares to be issued pursuant to any Option shall be
such price as is determined by the Committee, which shall in no event be less
than: (i) in the case of Incentive Stock Options, the fair market value of such
Shares on the date the Option is granted; or (ii) in the case of Nonstatutory
Stock Options, 85% of such fair market value; or (iii) in the case of Options
intended to qualify as Performance-Based Compensation, the exercise price shall
be not less than one hundred percent (100%) of the fair market value per Share
on the date the Option is granted, in each case as determined by the Committee,
using such criteria as it deems relevant; provided, however, that if there is a
public market for the Common Stock, the fair market value per Share shall be the
average of the last reported bid and asked prices of the Common Stock on the
date of grant, as reported in THE WALL STREET JOURNAL (or, if not so reported,
as otherwise reported by the National Association of Securities Dealers
Automated Quotation (NASDAQ) System) or, in the event the Common Stock is listed
on a national securities exchange (within the meaning of Section 6 of the
Exchange Act), the fair market value per Share shall be the closing price on
such exchange on the date of grant of the Option, as reported in THE WALL STREET
JOURNAL.

                  (b) TEN PERCENT SHAREHOLDERS. No Option shall be granted to
any Employee who, at the date such Option is granted, owns (within the meaning
of Section 425(d) of the Code) more than ten percent (10%) of the total combined
voting power of all classes of stock of the Company or any Parent or Subsidiary,
unless the option price for the Shares to be issued pursuant to such Option is
at least equal to 110 percent (110%) of the fair market value of such Shares on
the grant date determined by the Committee in the manner set forth in subsection
(a) above.

                  (c) CONSIDERATION. The consideration to be paid for the Shares
to be issued upon exercise of an Option shall be payment in cash or by check
unless payment in some other manner, including by promissory note, other shares
of the Company's Common Stock or such other consideration and method of payment
for the issuance of Shares as may be permitted under Sections 408 and 409 of the
California General Corporation Law, is authorized by the Committee at the time
of the grant of the Option.

         9. EXERCISE OF OPTION.

                  (a) VESTING PERIOD. Any Option granted hereunder shall be
exercisable at such times and under such conditions as determined by the
Committee and as shall be permissible under the terms of the Plan, which shall
be specified in the Option Agreement evidencing the Option. Unless the Committee
specifically determines otherwise at the time of the grant of the Option, each

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Option shall vest and become exercisable, cumulatively, in four substantially
equal installments on each of the first four anniversaries of the date of the
grant of the Option, subject to the Optionee's Continuous Employment. An Option
may not be exercised for fractional shares or for less than 10 Shares.

                  (b) INDIVIDUAL OPTION LIMIT. The maximum number of Shares with
respect to which Options may be granted to any Grantee in any fiscal year of the
Company shall be one million (1,000,000) Shares. The foregoing limitations shall
be adjusted proportionately in connection with any change in the Company's
capitalization pursuant to Section 11, below. To the extent required by Section
162(m) of the Code or the regulations thereunder, in applying the foregoing
limitations with respect to an Optionee, if any Option is canceled, the canceled
Option shall continue to count against the maximum number of Shares with respect
to which Options may be granted to the Grantee. For this purpose, the repricing
of an Option shall be treated as the cancellation of the existing Option and the
grant of a new Option.

                  (c) EXERCISE PROCEDURES. An Option shall be deemed to be
exercised when written notice of such exercise has been given to the Company in
accordance with the terms of the Option by the person entitled to exercise the
Option and full payment for the Shares with respect to which the Option is
exercised has been received by the Company. After the Registration Date, in lieu
of delivery of a cash payment for the purchase price of the Shares with respect
to which the Option is exercised, the Optionee may deliver to the Company a sell
order to a broker for the Shares being purchased and an agreement to pay (or
have the broker remit payment for) the purchase price for the Shares being
purchased on or before the settlement date for the sale of such shares to the
broker. As soon as practicable following the exercise of an Option in the manner
set forth above, the Company shall issue or cause its transfer agent to issue
stock certificates representing the Shares purchased. Until the issuance of such
stock certificates (as evidenced by the appropriate entry on the books of the
Company or of a duly authorized transfer agent of the Company), no right to vote
or receive dividends or any other rights as a stockholder shall exist with
respect to the Optioned Shares notwithstanding the exercise of the Option. No
adjustment will be made for a dividend or other rights for which the record date
is prior to the date of the transfer by the Optionee of the consideration for
the purchase of the Shares, except as provided in Section 11 of the Plan.

                  (d) EXERCISE OF OPTION WITH STOCK. If an Optionee is permitted
to exercise an Option by delivering shares of the Company's Common Stock, the
Option Agreement covering such Option may include provisions authorizing the
Optionee to exercise the Option, in whole or in part, by (i) delivering whole
shares of the Company's Common Stock previously owned by such Optionee (whether
or not acquired through the prior exercise of a stock option) having a fair
market value equal to the Option price; or (ii) directing the Company to
withhold from the Shares that would otherwise be issued upon exercise of the
Option that number of whole Shares having a fair market value equal to the
Option price. Shares of the Company's Common Stock so delivered or withheld
shall be valued at their fair market value at the close of the last business day
immediately preceding the date of exercise of the Option, as determined by the
Committee. Any balance of the Option price shall be paid in cash. Any Shares
delivered or withheld in accordance with this provision shall again become
available for purposes of the Plan and for Options subsequently granted
thereunder. After the Registration Date, any exercise of an Option under Section
9(d)(i) or 9(d)(ii) above by any person subject to short-swing trading liability
under Section 16(b) of the Exchange Act shall comply with the relevant
requirements of Rule 16b-3(d) or (e) promulgated under the Exchange Act.

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                  (e) TERMINATION OF STATUS AS EMPLOYEE, NON-EMPLOYEE DIRECTOR
OR CONSULTANT. If an Optionee shall cease to be an Employee, Non-Employee
Director or Consultant for any reason other than permanent and total disability
or death, he or she may, but only within 90 days (or such other period of time
as is determined by the Committee) after the date he or she ceases to be an
Employee, Non-Employee Director or Consultant, exercise his or her Option to the
extent that he or she was entitled to exercise it at the date of such
termination, subject to the condition that no Option shall be exercisable after
the expiration of the Option period. In addition, any Optionee who ceases to be
an Employee, Non-Employee Director or Consultant for any reason other than
permanent and total disability or death who rejoins the Company as a full-time
Employee within 30 days of the expiration date of his or her Option, shall
maintain the unvested portion of any option which had expired in such 30-day
period, with all terms other than the vesting schedule of such Option remaining
unchanged for such unvested shares, and the vesting schedule adjusted forward
for the amount of time elapsed between the date of such Optionee's last paycheck
from the Company in his or her former position and the date of re-hire of such
Optionee as a full-time Employee.

                  (f) DISABILITY OF OPTIONEE. In the event of the permanent and
total disability during the Option period of an Optionee who is at the time of
such disability, or was within the 90-day period prior thereto, an Employee,
Non-Employee Director or Consultant and who was in Continuous Employment as such
from the date of the grant of the Option until the date of disability or
termination, the Option may be exercised at any time within 90 days following
the date of disability, but only to the extent of the accrued right to exercise
at the time of the termination or disability, whichever comes first, subject to
the condition that no option shall be exercised after the expiration of the
Option period.

                  (g) DEATH OF OPTIONEE. In the event of the death during the
Option period of an Optionee who is at the time of his or her death, or was
within the 90-day period immediately prior thereto, an Employee, Non-Employee
Director or Consultant and who was in Continuous Employment as such from the
date of the grant of the Option until the date of death or termination, the
Option may be exercised, at any time within 180 days following the date of
death, by the Optionee's estate or by a person who acquired the right to
exercise the Option by bequest, inheritance or otherwise as a result of the
Optionee's death, but only to the extent of the accrued right to exercise at the
time of the termination or death, whichever comes first, subject to the
condition that no option shall be exercised after the expiration of the Option
period.

                  (h) TAX WITHHOLDING. When an Optionee is required to pay to
the Company an amount with respect to tax withholding obligations in connection
with the exercise of an Option granted under the Plan, the Optionee may elect,
prior to the date the amount of such withholding tax is determined (the "Tax
Date") to make such payment, or such increased payment as the Optionee elects to
make up to the maximum federal, state and local marginal tax rates, including
any related obligation under the Federal Insurance Contribution Act, applicable
to the Optionee and the particular transaction, by (i) delivering cash; (ii)
delivering part or all of the payment in previously owned stock (whether or not
acquired through the prior exercise of a stock option); or (iii) irrevocably

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directing the Company to withhold from the Shares that would otherwise be issued
upon exercise of the Option that number of whole Shares having a fair market
value equal to the amount of tax required or elected to be withheld (a
"Withholding Election"). If an Optionee's Tax Date is deferred beyond the date
of exercise and the Optionee makes a Withholding Election, the Optionee will
receive the full amount of Shares otherwise issuable upon exercise of the Option
minus the number of Shares necessary to satisfy his or her minimum withholding
requirements measured on the date the Option is exercised, or such higher
payment as he or she may have elected to make, with adjustments to be made in
cash after the Tax Date.

         After the Registration Date, any withholding of Shares with respect to
taxes arising in connection with the exercise of an Option by any person subject
to short-swing trading liability under Section 16(b) of the Exchange Act shall
satisfy the following conditions:

                           (i) An advance election to withhold Shares in
settlement of a tax liability must satisfy the requirements of Rule
16b-3(d)(1)(i), regarding participant-directed transactions;

                           (ii) Absent such an election, the withholding of
Shares to settle a tax liability may occur only during the quarterly window
period described in Rule 16b-3(e);

                           (iii) Absent an advance election or window period
withholding, the Optionee may deliver Shares owned prior to the exercise of an
Option to settle a tax liability arising upon exercise of the Option, in
accordance with Rule 16b-3(f); or

                           (iv) The delivery of previously acquired Shares (but
not the withholding of newly acquired Shares) will be allowed where an election
under Section 83(b) of the Code accelerates the Tax Date to a day that occurs
less than six months after the advance election and is not within the quarterly
window period described in Rule 16b-3(e).

Any adverse consequences incurred by an Optionee with respect to the use of
Shares to pay any part of the Option price or of any tax in connection with the
exercise of an Option, including without limitation any adverse tax consequences
arising as a result of a disqualifying disposition within the meaning of Section
422 of the Code, shall be the sole responsibility of the Optionee.

         10. NON-TRANSFERABILITY OF OPTIONS. An Option may not be sold, pledged,
assigned, hypothecated, transferred or disposed of in any manner other than by
will or by the laws of descent and distribution and may be exercised, during the
lifetime of the Optionee, only by the Optionee.

         11. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. Subject to any required
action by the shareholders of the Company, the number of shares of Common Stock
covered by each outstanding Option, and the per share exercise price thereof in
each such Option, shall be proportionately adjusted for any increase or decrease
in the number of issued shares of Common Stock resulting from a stock split,
reverse stock split, combination, reclassification, the payment of a stock
dividend on the Common Stock or any other increase or decrease in the number of
such shares of Common Stock effected without receipt of consideration by the
Company; provided, however, that conversion of any convertible securities of the

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Company shall not be deemed to have been "effected without receipt of
consideration". Such adjustment shall be made by the Board, whose determination
in that respect shall be final, binding and conclusive. Except as expressly
provided herein, no issue by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, shall affect, and no
adjustment by reason thereof shall be made with respect to, the number or price
of shares of Common Stock subject to an Option.

         The Committee may, if it so determines in the exercise of its sole
discretion, also make provision for adjusting the number or class of securities
covered by any Option, as well as the price to be paid therefor, in the event
that the Company effects one or more reorganizations, recapitalizations, rights
offerings, or other increases or reductions of shares of its outstanding Common
Stock, and in the event of the Company being consolidated with or merged into
any other corporation.

         Unless otherwise determined by the Board, upon the dissolution or
liquidation of the Company the Options granted under the Plan shall terminate
and thereupon become null and void. Upon any merger or consolidation, if the
Company is not the surviving corporation, the Options granted under the Plan
shall either be assumed by the new entity or shall terminate in accordance with
the provisions of the preceding sentence.

         12. TIME OF GRANTING OPTIONS. Unless otherwise specified by the
Committee, the date of grant of an Option under the Plan shall be the date on
which the Committee makes the determination granting such Option. Notice of the
determination shall be given to each Employee to whom an Option is so granted
within a reasonable time after the date of such grant.

         13. AMENDMENT AND TERMINATION OF THE PLAN. The Board may amend or
terminate the Plan from time to time in such respects as the Board may deem
advisable, except that, without approval of the shareholders of the Company, no
such revision or amendment shall change the number of Shares subject to the
Plan, change the designation of the class of employees eligible to receive
Options or add any material benefit to Optionees under the Plan. Any such
amendment or termination of the Plan shall not affect Options already granted
and such Options shall remain in full force and effect as if the Plan had not
been amended or terminated.

         14. CONDITIONS UPON ISSUANCE OF SHARES. Shares shall not be issued with
respect to an Option granted under the Plan unless the exercise of such Option
and the issuance and delivery of such Shares pursuant thereto shall comply with
all relevant provisions of law, including, without limitation, the Securities
Act, the Exchange Act, the rules and regulations promulgated thereunder, and the
requirements of any stock exchange upon which the Shares may then be listed, and
shall be further subject to the approval of counsel for the Company with respect
to such compliance. As a condition to the exercise of an Option, the Company may
require the person exercising such Option to represent and warrant at the time
of any such exercise that the Shares are being purchased only for investment and
without any present intention to sell or distribute such Shares if, in the
opinion of counsel for the Company, such a representation is required by any of
the aforementioned relevant provisions of law.

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         15. RESERVATION OF SHARES. During the term of this Plan the Company
will at all times reserve and keep available the number of Shares as shall be
sufficient to satisfy the requirements of the Plan. Inability of the Company to
obtain from any regulatory body having jurisdiction and authority deemed by the
Company's counsel to be necessary to the lawful issuance and sale of any Shares
hereunder shall relieve the Company of any liability in respect of the
non-issuance or sale of such Shares as to which such requisite authority shall
not have been obtained.

         16. INFORMATION TO OPTIONEE. During the term of any Option granted
under the Plan, the Company shall provide or otherwise make available to each
Optionee a copy of its annual report to Shareholders and financial information
which is provided to its shareholders in accordance with the provisions of the
Company's Bylaws and applicable law.

         17. OPTION AGREEMENT. Options granted under the Plan shall be evidenced
by Option Agreements.

         18. SHAREHOLDER APPROVAL. The Plan was approved by the shareholders of
the Company within twelve (12) months after the Plan having been adopted by the
Board. Any amendments to the Plan which require shareholder approval shall be by
the affirmative vote of the holders of a majority of the outstanding capital
stock represented and voting at a duly held meeting or by the written consent of
shareholders.

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