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                                                                     Exhibit 4.5

                               THEGLOBE.COM, INC.

                            2003 SALES REPRESENTATIVE

                                STOCK OPTION PLAN


         1. Purpose.

         The  purpose  of  this  Plan is to  strengthen  theglobe.com,  inc.,  a
Delaware  corporation  (the  "Company"),  by  providing  an incentive to certain
Consultants  who have been  engaged  by, or who are the  principals  of  certain
Consultants who have been engaged by, the Company or voiceglo Holdings,  Inc., a
Subsidiary  of  the  Company  ("voiceglo"),  as  sales  representatives  ("Sales
Representatives"), with a view toward encouraging them to devote their abilities
and industry to the success of the Company's business enterprise. It is intended
that this  purpose be achieved by  extending  to certain  Sales  Representatives
(including  future  Sales   Representatives)  of  voiceglo  an  added  long-term
incentive for high levels of performance and  extraordinary  efforts through the
grant of Nonqualified Stock Options (as such term is defined below).

         2. Definitions.

              For purposes of the Plan:

         2.1 "Board" means the Board of Directors of the Company.

         2.2 "Cause" means any act or omission by the Optionee or the Optionee's
employees or agents that (i) is, in voiceglo's sole  determination,  fraudulent,
dishonest  or  disloyal  to voiceglo or its  affiliates  or (ii)  constitutes  a
violation of law or a breach by the Optionee of the Optionee's obligations under
the Sales Representative Agreement.

         2.3 "Change in  Capitalization"  means any increase or reduction in the
number of Shares, or any change (including, but not limited to, in the case of a
spin-off,  dividend  or other  distribution  in respect  of Shares,  a change in
value) in the Shares or  exchange  of Shares for a  different  number or kind of
shares  or  other  securities  of the  Company  or  another  corporation  or any
extraordinary   distribution   in   respect   of   Shares,   by   reason   of  a
reclassification,   recapitalization,  merger,  consolidation,   reorganization,
spin-off,  split-up,  issuance  of  warrants  or  rights  or  debentures,  stock
dividend, stock split or reverse stock split, cash dividend,  property dividend,
combination  or exchange of shares,  repurchase  of shares,  change in corporate
structure or otherwise.

         2.4 "Code" means the Internal Revenue Code of 1986, as amended.

         2.5  "Committee"  means a  committee,  as  described  in  Section  3.1,
appointed by the Board from time to time to  administer  the Plan and to perform
the functions set forth herein.

         2.6      "Company" means theglobe.com, inc., a Delaware corporation.



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         2.7  "Consultant"  means any consultant or advisor that qualifies as an
"employee"  within the meaning of the rules applicable to Form S-8, as in effect
from time to time, of the Securities Act.

         2.8  "Exchange  Act"  means the  Securities  Exchange  Act of 1934,  as
amended.

         2.9 "Fair Market  Value" on any date means the closing  sales prices of
the Shares on such date on the principal national  securities  exchange on which
such Shares are listed or  admitted  to  trading,  or, if such Shares are not so
listed or admitted to  trading,  the average of the per Share  closing bid price
and per  Share  closing  asked  price on such  date as  quoted  on the  National
Association  of  Securities  Dealers  Automated  Quotation  System or such other
market in which such prices are regularly quoted (including  without  limitation
for this purpose,  the Over the Counter  Bulletin Board  (OTCBB)),  or, if there
have been no published  bid or asked  quotations  with respect to Shares on such
date, the Fair Market Value shall be the value  established by the Board in good
faith.

         2.10  "Nonemployee  Director"  means a director of the Company who is a
"nonemployee  director" within the meaning of Rule 16b-3  promulgated  under the
Exchange Act.

         2.11  "Nonqualified  Stock  Option"  means  an  Option  which is not an
incentive stock option as provided in Section 422 of the Code.

         2.12 "Nonqualified  Stock Option Agreement" means the written agreement
between  the  Company  and an  Optionee  evidencing  the grant of an Option  and
setting forth the terms and conditions thereof.

         2.13 "Option" means a Nonqualified Stock Option.

         2.14 "Optionee" means a person to whom an Option has been granted under
the Plan.

         2.15 "Plan" means this  theglobe.com,  inc.  2003 Sales  Representative
Stock Option Plan, as amended from time to time.

         2.16 "Pooling  Transaction"  means an  acquisition  of the Company in a
transaction  which is intended to be treated as a "pooling of  interests"  under
generally accepted accounting principles.

         2.17 "Securities Act" means the Securities Act of 1933, as amended.

         2.18  "Sales  Representative  Agreement"  means the  written  agreement
between  the Company or voiceglo  and an  Optionee  setting  forth the terms and
conditions of an Optionee's  status as a Sales  Representative of the Company or
voiceglo.

         2.19 "Shares"  means the Common Stock,  par value $0.001 per share,  of
the Company.


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         2.20   "Subsidiary"   means  any  corporation  which  is  a  subsidiary
corporation  (within the meaning of Section  424(f) of the Code) with respect to
the Company.

         2.21  "Successor  Corporation"  means a  corporation,  or a  parent  or
subsidiary  thereof  within the  meaning of  Section  424(a) of the Code,  which
issues or assumes a stock option in a transaction to which Section  424(a)of the
Code applies.

         3. Administration.

         3.1 The Plan shall be administered  by the Committee,  which shall hold
meetings at such times as may be necessary for the proper  administration of the
Plan. The Committee  shall keep minutes of its meetings.  A quorum shall consist
of not fewer than two (2)  members of the  Committee  and a majority of a quorum
may authorize any action.  Any decision or determination  reduced to writing and
signed by a majority  of all of the members of the  Committee  shall be as fully
effective as if made by a majority  vote at a meeting duly called and held.  The
Committee  shall  consist of at least two (2)  Directors  and may consist of the
entire Board; provided, however, that if the Committee consists of less than the
entire Board, each member shall be a Nonemployee  Director.  For purposes of the
preceding sentence, if one or more members of the Committee is not a Nonemployee
Director but recuses  himself or herself or abstains from voting with respect to
a particular action taken by the Committee,  then the Committee, with respect to
that action, shall be deemed to consist only of the members of the Committee who
have not recused themselves or abstained from voting.

         3.2 No member of the Committee shall be liable for any action,  failure
to act,  determination or interpretation  made in good faith with respect to the
Plan or any transaction  hereunder.  The Company hereby agrees to indemnify each
member of the Committee for all costs and expenses and, to the extent  permitted
by applicable law, any liability  incurred in connection with defending against,
responding to,  negotiating for the settlement of or otherwise  dealing with any
claim,  cause of action or dispute of any kind  arising in  connection  with any
actions in administering the Plan or in authorizing or denying  authorization to
any transaction hereunder.

         3.3 Subject to the express terms and conditions  set forth herein,  the
Committee shall have the power from time to time to:

                  (a) determine those eligible individuals to whom Options shall
be granted  under the Plan and the number of such  Options to be granted  and to
prescribe  the terms and  conditions  (which need not be identical) of each such
Option,  including the exercise price per Share subject to each Option, and make
any amendment or modification to any Agreement  consistent with the terms of the
Plan;

                  (b) to  construe  and  interpret  the Plan and any  agreements
granted  hereunder and to establish,  amend and revoke rules and regulations for
the  administration of the Plan,  including,  but not limited to, correcting any
defect or supplying any omission,  or reconciling any  inconsistency in the Plan
or in any agreement,  in the manner and to the extent it shall deem necessary or
advisable,  including  so that the Plan  complies  with  Rule  16b-3  under  the
Exchange Act, the Code to the extent  applicable and other  applicable  law, and
otherwise to make the Plan fully effective.  All decisions and determinations by
the  Committee  in the  exercise  of this  power  shall be  final,  binding  and
conclusive  upon the Company,  its  Subsidiaries,  the Optionees,  and all other
persons having any interest therein;

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                  (c) to exercise its discretion  with respect to the powers and
rights granted to it as set forth in the Plan; and

                  (d)  generally,  to exercise  such powers and to perform  such
acts as are deemed  necessary or advisable to promote the best  interests of the
Company with respect to the Plan.

         4. Stock Subject to the Plan; Grant Limitations.

         4.1 The  maximum  number  of  Shares  that may be made the  subject  of
Options  granted under the Plan is 1,000,000.  Upon a Change in  Capitalization,
the maximum  number of Shares  referred to in this Section 4.1 shall be adjusted
in number and kind  pursuant  to Section 8. The  Company  shall  reserve for the
purposes of the Plan, out of its authorized but unissued Shares or out of Shares
held in the Company's treasury,  or partly out of each, such number of Shares as
shall be determined by the Board.

         4.2 Upon the  granting  of an Option,  the  number of Shares  available
under  Section 4.1 for the granting of further  Options  shall be reduced by the
number of Shares in respect of which the Option is granted;  provided,  however,
that if any Option is  exercised  by  tendering  Shares,  either  actually or by
attestation,  to the Company as full or partial  payment of the exercise  price,
the maximum number of Shares  available  under Section 4.1 shall be increased by
the number of Shares so tendered.

         4.3 Whenever any  outstanding  Option or portion  thereof  expires,  is
canceled,  is settled  in cash  (including  the  settlement  of tax  withholding
obligations  using  Shares) or is otherwise  terminated  for any reason  without
having  been  exercised  or  payment  having  been made in respect of the entire
Option,  the Shares  allocable  to the expired,  canceled,  settled or otherwise
terminated  portion of the Option  may again be the  subject of Options  granted
hereunder.

         5. Option Grants for Eligible Individuals.

         5.1 Authority of Committee.  Subject to the provisions of the Plan, the
Committee  shall have full and final  authority to confirm  eligibility of those
individuals who will receive Options,  and the terms and conditions of the grant
to such eligible  individuals shall be set forth in a Nonqualified  Stock Option
Agreement.

         5.2  Exercise  Price.  The  purchase  price or the  manner in which the
exercise  price is to be  determined  for  Shares  under  each  Option  shall be
determined  by the  Committee  and set forth in the  Nonqualified  Stock  Option
Agreement.


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         5.3 Maximum Duration.  Options granted hereunder shall be for such term
as the Committee shall  determine,  provided that no Option shall be exercisable
after the  expiration  of ten (10) years from the date it is granted;  provided,
however,  that the  Committee  may provide that an Option may, upon the death of
the  Optionee,  be exercised  for up to one (1) year  following  the date of the
Optionee's death even if such period extends beyond ten (10) years from the date
the Option is granted.  The  Committee  may,  subsequent  to the granting of any
Option,  extend the term thereof,  but in no event shall the term as so extended
exceed the maximum term provided for in the preceding sentence.

         5.4 Vesting.  Subject to Section 6.4 and 6.5,  each Option shall become
exercisable in such installments  (which need not be equal) and at such times as
may be  designated  by the  Committee  and set forth in the  Nonqualified  Stock
Option Agreement. To the extent not exercised, installments shall accumulate and
be exercisable, in whole or in part, at any time after becoming exercisable, but
not later than the date the Option  expires.  The Committee may  accelerate  the
exercisability of any Option or portion thereof at any time.

         5.5  Deferred  Delivery of Option  Shares.  The  Committee  may, in its
discretion,  permit  Optionees to elect to defer the issuance of Shares upon the
exercise of one or more Nonqualified Stock Options granted pursuant to the Plan.
The terms and conditions of such deferral shall be determined at the time of the
grant of the  Option or  thereafter  and shall be set forth in the  Nonqualified
Stock Option Agreement evidencing the grant.

         6. Terms and Conditions Applicable to All Options.

         6.1  Non-Transferability.  No  Option  shall  be  transferable  by  the
Optionee  otherwise than by will or by the laws of descent and  distribution  or
pursuant  to a domestic  relations  order  (within  the  meaning of Rule  16a-12
promulgated  under the Exchange Act), and an Option shall be exercisable  during
the  lifetime of such  Optionee  only by the  Optionee or his or her guardian or
legal representative.

         6.2 Method of Exercise. The exercise of an Option shall be made only by
a written notice  delivered in person or by mail to the Secretary of the Company
at the Company's principal executive office,  specifying the number of Shares to
be exercised and, to the extent applicable,  accompanied by payment therefor and
otherwise in accordance with the Nonqualified Stock Option Agreement pursuant to
which the Option  was  granted.  The  exercise  price for any  Shares  purchased
pursuant  to the  exercise  of an Option  shall be paid,  as  determined  by the
Committee  in  its  discretion,  in  either  of  the  following  forms  (or  any
combination  thereof):  (a)  cash or (b) the  transfer,  either  actually  or by
attestation,  to the  Company  of Shares  upon  such  terms  and  conditions  as
determined  by  the  Committee.  In  addition,  to the  extent  set  forth  in a
Non-Qualified  Stock Option  Agreement or otherwise  agreed to in writing by the
Committee in any particular case,  Options may be exercised through a registered
broker-dealer pursuant to such cashless exercise procedures which are, from time
to time,  deemed  acceptable by the  Committee.  Any Shares  transferred  to the
Company (or withheld  upon  exercise) as payment of the exercise  price under an
Option shall be valued at their Fair Market Value on the day  preceding the date
of exercise of such Option.  If requested by the  Committee,  the Optionee shall
deliver the Agreement  evidencing the Option to the Secretary of the Company who
shall endorse  thereon a notation of such exercise and return such  Agreement to
the  Optionee.  No fractional  Shares (or cash in lieu thereof)  shall be issued
upon  exercise of an Option and the number of Shares that may be purchased  upon
exercise shall be rounded to the nearest number of whole Shares.

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         6.3 Rights of Optionees. No Optionee shall be deemed for any purpose to
be the owner of any Shares subject to any Option unless and until (a) the Option
shall have been exercised  pursuant to the terms thereof,  (b) the Company shall
have issued and delivered  Shares to the Optionee,  and (c) the Optionee's  name
shall have been entered as a stockholder  of record on the books of the Company.
Thereupon,  the Optionee  shall have full voting,  dividend and other  ownership
rights with respect to such Shares,  subject to such terms and conditions as may
be set forth in the applicable Agreement.

         6.4 Effect of Certain Transactions.

                  (a) In the event of a merger or  consolidation  of the Company
with or into  another  entity,  or the sale of all or  substantially  all of the
assets of the Company (each, an "Extraordinary  Transaction"),  each outstanding
Option shall be assumed,  or an equivalent  option shall be substituted,  by the
Successor Corporation;  provided,  however, that, unless otherwise determined by
the  Committee,  such Options shall remain  subject to all of the conditions and
restrictions  which were  applicable to such Options prior to such assumption or
substitution. In the event that the Successor Corporation refuses to or does not
assume the Option or  substitute an equivalent  option  therefore,  the Optionee
shall have the right to exercise  the Option as to all of the Shares  subject to
the  Option  as  described  below,  including  Shares  as to which it would  not
otherwise be exercisable (a "Transaction Acceleration").

                  (b)  Notwithstanding  anything to the  contrary  contained  in
Section 6.4(a), in the event of a Transaction Acceleration, or in the event that
the  Committee  determines to accelerate  the  exercisability  of any Options in
connection  with any  transaction  involving  the Company or its  capital  stock
pursuant to Section 5.4, the Committee  may, in its sole  discretion,  authorize
the redemption of the unexercised  portion of the Option for a consideration per
share of Common Stock equal to the excess of (i) the  consideration  payable per
share of  Common  Stock in  connection  with  such  transaction,  over  (ii) the
purchase price per Share payable pursuant to the Option.

                  (c) If an  Option  is  exercisable  in lieu of  assumption  or
substitution by the Successor Corporation in an Extraordinary  Transaction,  the
Secretary  shall notify the Optionee that the Option shall be fully  exercisable
for a period of  fifteen  (15) days (or such  other  greater  period as shall be
determined  by the  Committee)  from the date of such  notice (an  "Acceleration
Notice"), and the Option shall terminate upon the expiration of such period. Any
such Acceleration Notice may be given either before or after the consummation of
the Extraordinary  Transaction.  If such an Acceleration Notice is given and the
Extraordinary Transaction is consummated, your Stock Options, shall terminate on
date specified in such notice. If the Extraordinary  Transaction is abandoned or
otherwise  not  consummated,  then (i) any Options  which were  exercised  after
receipt of the  Acceleration  Notice but before such abandonment or termination,
together  with  (ii)  any  Options  which  vested  solely  by  operation  of the
provisions of this subparagraph  6.4(c),  shall be annulled and be of no further
force or effect. In that event, the number of unexercised Options and the option
vesting  provisions in effect prior to such  Extraordinary  Transaction,  as set
forth  in  the  applicable   Non-Qualified   Stock  Option  Agreement  shall  be
reinstituted,  as of the  date  of  such  abandonment  or  termination.  For the
purposes  of this  paragraph,  an  Option  shall  be  considered  assumed  or an
equivalent  option shall be considered  substituted  therefor if,  following the
Extraordinary  Transaction,  the option confers the right to purchase or receive
upon  exercise,  for each Share subject to the Option  immediately  prior to the
Extraordinary  Transaction,  the  consideration  (whether stock,  cash, or other
securities or property) received in the Extraordinary Transaction for each Share
held on the  effective  date of the  transaction  (and if holders were offered a
choice of  consideration,  the type of consideration  chosen by the holders of a
majority of the outstanding Shares).


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         6.5 Death of an Optionee. Unless otherwise provided in the Nonqualified
Stock Option Agreement of a particular Optionee,  upon the death of any Optionee
no further Options shall thereafter vest and, as to those Options,  if any, that
had vested prior to the date of death,  such options may be exercised  until the
later of (i) the balance of the  original  term for  exercise of such Options as
set forth in the  Non-Qualified  Stock  Option  Agreement  and (ii) one (1) year
following the date of the  Optionee's  death even if such 1 year period  extends
beyond the original expiration date of the Option.

         7. Effect of a Termination of Optionee  under the Sales  Representative
Agreement.

              Subject to Section  6.5 hereof,  the  Non-Qualified  Stock  Option
Agreement  evidencing  the  grant of each  Option  shall set forth the terms and
conditions  applicable  to such  Option  upon a  termination  of the  Optionee's
engagement as a Sales Representative of voiceglo.

         8. Adjustment Upon Changes in Capitalization.

                  (a) In the event of a Change in Capitalization,  the Committee
shall  conclusively  determine the appropriate  adjustments,  if any, to (i) the
maximum number and class of Shares or other stock or securities  with respect to
which Options may be granted under the Plan, (ii) the number and class of Shares
or other stock or securities  which are subject to outstanding  Options  granted
under the Plan and the exercise price therefor, if applicable.

                  (b) If, by reason of a Change in  Capitalization,  an Optionee
shall be  entitled to exercise  an Option  with  respect to new,  additional  or
different  shares of stock or  securities,  such new,  additional  or  different
shares shall  thereupon be subject to all of the  conditions,  restrictions  and
performance  criteria which were  applicable to the Shares subject to the Option
prior to such Change in Capitalization.

         9. Effect of Liquidation.

                  Except as otherwise  provided in a Non-Qualified  Stock Option
Agreement,  in the event of the  liquidation  or  dissolution  of the Company (a
"Liquidation"),  the Plan and the Options  issued  hereunder  shall  continue in
effect in  accordance  with their  respective  terms,  except  that  following a
Liquidation  each Optionee shall be entitled to receive in respect of each Share
subject to any outstanding Options, upon exercise of any Option, the same number
and kind of stock,  securities,  cash, property or other consideration that each
holder of a Share was  entitled  to receive in the  Liquidation  in respect of a
Share; provided, however, that such stock, securities,  cash, property, or other
consideration  shall remain subject to all of the conditions,  restrictions  and
performance  criteria  which  were  applicable  to the  Options  prior  to  such
Liquidation. For purposes of this Section 9, neither the merger or consolidation
of the Company with or into another entity, nor the sale of all or substantially
all of the assets of the Company shall constitute a Liquidation.


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         10.      Interpretation.

                  The Plan is  intended  to comply  with Rule 16b-3  promulgated
under the Exchange Act and the  Committee  shall  interpret and  administer  the
provisions of the Plan or any  Non-Qualified  Stock Option Agreement in a manner
consistent  therewith.  Any  provisions  inconsistent  with such  rule  shall be
inoperative and shall not affect the validity of the Plan.

         11.      Pooling Transactions.

                  Notwithstanding   anything   contained  in  the  Plan  or  any
Non-Qualified  Stock  Option  Agreement  to  the  contrary,  in the  event  of a
transaction  which is also  intended to  constitute a Pooling  Transaction,  the
Committee shall take such actions, if any, as are specifically recommended by an
independent  accounting  firm  retained by the Company to the extent  reasonably
necessary in order to assure that the Pooling  Transaction will qualify as such,
including  but not limited to (a)  deferring  the  vesting,  exercise,  payment,
settlement or lapsing of restrictions with respect to any Option,  (b) providing
that the payment or  settlement  in respect of any Option be made in the form of
cash,  Shares or  securities  of a successor  or acquirer of the  Company,  or a
combination of the foregoing, and (c) providing for the extension of the term of
any Option to the extent necessary to accommodate the foregoing,  but not beyond
the maximum term permitted for any Option.

         12. Termination and Amendment of the Plan or Modification of Options.

         12.1 Plan Amendment or Termination. The Plan shall terminate on the day
preceding the tenth  anniversary of the date of its adoption by the Board and no
Option may be granted  thereafter.  The Board may sooner  terminate the Plan and
the Board may at any time and from time to time  amend,  modify or  suspend  the
Plan; provided, however, that:

              (a) no such  amendment,  modification,  suspension or  termination
shall impair or adversely alter any Options  theretofore granted under the Plan,
except with the consent of the Optionee, nor shall any amendment,  modification,
suspension or termination deprive any Optionee of any Shares or their equivalent
which he or she may have acquired through or as a result of the Plan; and

              (b) to the extent required under any applicable law, regulation or
exchange  requirement,  no amendment  shall be effective  unless approved by the
stockholders of the Company in accordance  with  applicable  law,  regulation or
exchange requirement.

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         12.2  Modification  of  Options.  No  modification  of an Option  shall
adversely alter or impair any rights or obligations under the Option without the
consent of the Optionee.

         13. Non-Exclusivity of the Plan.

                  The  adoption of the Plan by the Board shall not be  construed
as  amending,   modifying  or  rescinding  any  previously   approved  incentive
arrangement  or as creating any  limitations  on the power of the Board to adopt
such other incentive arrangements as it may deem desirable,  including,  without
limitation,  the granting of stock options  otherwise  than under the Plan,  and
such arrangements may be either applicable generally or only in specific cases.

         14. Limitation of Liability.

                  As  illustrative  of  the  limitations  of  liability  of  the
Company,but not intended to be exhaustive thereof,  nothing in the Plan shall be
construed to:

                  (a) give any person  any right to be  granted an Option  other
than at the sole discretion of the Committee;

                  (b) give any  person  any rights  whatsoever  with  respect to
Shares except as specifically provided in the Plan;

                  (c) limit in any way the right of  voiceglo to  terminate  the
Optionee's  status,  or the  status of the  entity of which  the  Optionee  is a
principal,  as a Sales  Representative  pursuant to the terms of the  applicable
Sales Representative Agreement; or

                  (d) be evidence of any agreement or  understanding,  expressed
or implied,  that the Company,  voiceglo or any other  Subsidiary will employ or
engage any person at any particular  rate of  compensation or for any particular
period of time.

         15. Regulations and Other Approvals; Governing Law.

         15.1  Except as to matters of federal  law,  the Plan and the rights of
all persons  claiming  hereunder shall be construed and determined in accordance
with the laws of the State of Delaware  without  giving  effect to  conflicts of
laws principles thereof.

         15.2 The  obligation  of the  Company  to sell or deliver  Shares  with
respect to  Options  granted  under the Plan shall be subject to all  applicable
laws,  rules  and  regulations,  including  all  applicable  federal  and  state
securities  laws,  and the  obtaining  of all  such  approvals  by  governmental
agencies as may be deemed necessary or appropriate by the Committee.

         15.3 The Board may make such changes as may be necessary or appropriate
to comply with the rules and regulations of any government authority.

         15.4 Each Option is subject to the requirement that, if at any time the
Committee  determines,  in its  discretion,  that the listing,  registration  or
qualification  of  Shares  issuable  pursuant  to the  Plan is  required  by any
securities  exchange  or under any  state or  federal  law,  or the  consent  or
approval of any  governmental  regulatory  body is  necessary  or desirable as a
condition of, or in connection  with,  the grant of an Option or the issuance of
Shares,  no Options shall be granted or payment made or Shares issued,  in whole
or in part, unless listing, registration, qualification, consent or approval has
been effected or obtained free of any conditions as acceptable to the Committee.


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         15.5   Notwithstanding   anything   contained   in  the   Plan  or  any
Non-Qualified  Stock  Option  Agreement to the  contrary,  in the event that the
disposition  of Shares  acquired  pursuant  to the Plan is not covered by a then
current  registration  statement  under the  Securities Act and is not otherwise
exempt from such registration,  such Shares shall be restricted against transfer
to the extent  required by the Securities Act and Rule 144 or other  regulations
thereunder.  The Committee may require any individual  receiving Shares pursuant
to an Option granted under the Plan, as a condition precedent to receipt of such
Shares,  to  represent  and  warrant to the  Company in writing  that the Shares
acquired by such  individual  are  acquired  without a view to any  distribution
thereof and will not be sold or transferred  other than pursuant to an effective
registration thereof under said Act or pursuant to an exemption applicable under
the  Securities Act or the rules and  regulations  promulgated  thereunder.  The
certificates  evidencing  any of such Shares shall be  appropriately  amended to
reflect their status as restricted securities as aforesaid.

         16. Miscellaneous.

         16.1  Multiple  Agreements.  The terms of each  Option may differ  from
other  Options  granted  under the Plan at the same time, or at some other time.
The Committee may also grant more than one Option to a given eligible individual
during the term of the Plan,  either in addition to, or in substitution for, one
or more Options previously granted to that eligible individual.

         16.2 Withholding of Taxes.

                  At such  times as an  Optionee  recognizes  taxable  income in
connection  with the  receipt  of Shares  hereunder  (a  "Taxable  Event"),  the
Optionee  shall pay to the  Company an amount  equal to the  federal,  state and
local income taxes and other amounts as may be required by law to be withheld by
the Company in connection with the Taxable Event (the "Withholding Taxes") prior
to the issuance of such Shares.  The Company shall have the right to deduct from
any payment of cash to an Optionee an amount equal to the  Withholding  Taxes in
satisfaction  of the  obligation  to pay  Withholding  Taxes.  The Committee may
provide in the Nonqualified  Stock Option Agreement,  at the time of grant or at
any time thereafter, that the Optionee, in satisfaction of the obligation to pay
Withholding  Taxes,  may elect to have  withheld a portion  of the  Shares  then
issuable  to him or her  having an  aggregate  Fair  Market  Value  equal to the
Withholding Taxes.

         16.3  Effective  Date. The effective date of the Plan shall be the date
of its adoption  and approval by the Board,  or such later date as the Board may
shall specify.

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