APTIMUS INC
<DOCUMENT>
<TYPE>EX-10.25.1
<SEQUENCE>4
<FILENAME>ex1025_1.txt
<TEXT>


                                                               Exhibit 10.25.1


                                  APTIMUS, INC.

                                 2001 STOCK PLAN

                             STOCK OPTION AGREEMENT

     This  Stock  Option  Agreement  is entered  into  under and  subject to the
Company's 2001 Stock Plan.  Unless otherwise  defined herein,  capitalized terms
shall have the same  meanings in this Stock  Option  Agreement as are defined in
the Plan.

NOTICE OF STOCK OPTION GRANT

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

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

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

[Name and Address of Optionee]

The undersigned  Optionee has been granted an Option to purchase Common Stock of
the  Company,  subject to the terms and  conditions  of the Plan and this Option
Agreement, as follows:


Grant Number                                          Total Number of Shares
                                                      Granted


Date of Grant                                         Exercise Price per
                                                      Share


Vesting                                               Total Exercise Price
Commencement
Date

                      ___Incentive Stock Option
Type of Option:       ___Non-Qualified Stock Option   Term/Expiration Date:



Vesting Schedule:

This  Option  shall  be  exercisable,  in whole  or in  part,  according  to the
following  vesting  schedule,  subject to Optionee's  maintenance  of Continuous
Status as an Employee or Consultant  throughout such term and as of each vesting
date:

[to complete]

                                       1
<PAGE>


Termination Period:

This Option shall be exercisable for [three (3) months] after Optionee ceases to
be an Employee or Consultant.  Upon Optionee's death or Disability (as set forth
in the Plan),  this  Option  may be  exercised  for one (1) year after  Optionee
ceases to be an Employee or Consultant.  To the extent an Incentive Stock Option
is not  exercised  within three months after  termination  of  employment,  such
Option  will be  treated as a  Non-Qualified  Option.  In no event may  Optionee
exercise this Option after the Term/Expiration Date as provided above.

AGREEMENT


     1. Grant of Option.  The Plan Administrator of the Company hereby grants to
the  Optionee an Option to purchase the number of Shares set forth in the Notice
of Grant, at the Exercise Price per Share set forth in the Notice of Grant,  and
subject to the terms and conditions of the Plan, which is incorporated herein by
reference.  In the event of a conflict  between the terms and  conditions of the
Plan and this  Option  Agreement,  the terms and  conditions  of the Plan  shall
prevail.

     2. Exercise of Option.

        (a) Right to Exercise.  This Option shall be exercisable during its term
in accordance with the Vesting Schedule set out in the Notice of Grant and with
the applicable provisions of the Plan and this Option Agreement.

        (b) Method of Exercise. This Option shall be exercisable by delivery of
an  Exercise  Notice in the form  attached  as Exhibit A which  shall  state the
election to exercise the Option,  the number of Shares with respect to which the
Option is being exercised,  and such other representations and agreements as may
be required by the Company.  The Exercise Notice shall be accompanied by payment
of the aggregate Exercise Price as to all exercised Shares. This Option shall be
deemed to be  exercised  upon  receipt by the  Company  of such  fully  executed
Exercise Notice accompanied by the aggregate Exercise Price.

     No Shares shall be issued pursuant to the exercise of an Option unless such
issuance  and  such  exercise  complies  with  Applicable  Laws.  Assuming  such
compliance,  for income tax purposes the Shares shall be considered  transferred
to the  Optionee on the date on which the Option is  exercised  with  respect to
such Shares.

     3. Method of Payment.  Payment of the aggregate  Exercise Price shall be by
any of the following, or a combination thereof, at the election of the Optionee:

        (a)  cash or check;

        (b)  consideration  received  by the Company  under a formal  cashless
     exercise program adopted by the Company in connection with the Plan; or

                                       2
<PAGE>

        (c) surrender of other Shares which, (i) in the case of Shares  acquired
upon  exercise of an option,  have been owned by the  Optionee for more than six
(6) months on the date of  surrender,  and (ii) have a Fair Market  Value on the
date of surrender equal to the aggregate Exercise Price of the exercised Shares.

     4.  Restrictions  on Exercise.  This Option may not be exercised until such
time as the Plan has been approved by the shareholders of the Company, or if the
issuance  of such  Shares  upon  such  exercise  or the  method  of  payment  of
consideration  for such shares would  constitute  a violation of any  Applicable
Law.

     5. Non-Transferability of Option. This Option may not be transferred in any
manner  otherwise than by will or by the laws of descent or distribution and may
be exercised during the lifetime of Optionee only by Optionee.  The terms of the
Plan  and  this  Option   Agreement   shall  be  binding  upon  the   executors,
administrators, heirs, successors and assigns of the Optionee.

     6. Term of Option.  This Option may be  exercised  only within the term set
out in the  Notice  of  Grant,  and may be  exercised  during  such term only in
accordance with the Plan and the terms of this Option.

     7.  Optionee's  Representations.  In the  event  the  Shares  have not been
registered under the Securities Act of 1933, as amended, at the time this Option
is exercised, the Optionee shall, if required by the Company,  concurrently with
the exercise of all or any portion of this Option, deliver to the Company his or
her Investment  Representation  Statement in the form attached hereto as Exhibit
B.

     8. Lock-Up  Period.  Optionee  hereby  agrees that,  if so requested by the
Company or any  representative of the underwriters (the "Managing  Underwriter")
in connection  with any  registration  of the offering of any  securities of the
Company under the Securities Act, Optionee shall not sell or otherwise  transfer
any Shares or other securities of the Company during the 180-day period (or such
other  period as may be requested  in writing by the  Managing  Underwriter  and
agreed to in writing by the Company) (the "Market  Standoff  Period")  following
the effective  date of a  registration  statement of the Company filed under the
Securities  Act.  Such  restriction  shall apply only to the first  registration
statement  of the  Company to become  effective  under the  Securities  Act that
includes  securities  to be sold on behalf of the  Company  to the  public in an
underwritten  public  offering under the Securities  Act. The Company may impose
stop-transfer  instructions with respect to securities  subject to the foregoing
restrictions until the end of such Market Standoff Period.

     9. Tax  Consequences.  Set forth below is a brief summary as of the date of
this  Agreement  of some of the  federal  tax  consequences  of exercise of this
Option and  disposition of the Shares.  THIS SUMMARY IS NECESSARILY  INCOMPLETE,
AND THE TAX LAWS AND  REGULATIONS  ARE SUBJECT TO CHANGE.  THE  OPTIONEE  SHOULD
CONSULT A TAX ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.

     (a) Exercise of NSO.  There may be a regular  federal income tax liability,
at  ordinary  income tax rates,  upon the  exercise of an NSO. If Optionee is an
Employee or a former

                                       3
<PAGE>

Employee, the Company will be required to withhold from Optionee's  compensation
or collect from Optionee and pay to the applicable taxing  authorities an amount
in cash  equal  to a  percentage  of this  compensation  income  at the  time of
exercise,  and may refuse to honor the exercise and refuse to deliver  Shares if
such withholding amounts are not delivered at the time of exercise.

     (b) Exercise of ISO. If this Option  qualifies as an ISO,  there will be no
regular  federal income tax liability upon the exercise of the Option,  although
the  Optionee  may be  subject  to the  alternative  minimum  tax in the year of
exercise.

     (c) Disposition of Shares. The disposition of Shares is generally a taxable
event.  The tax treatment will depend on whether the Option is an ISO or an NSO,
and on the length of time for which the Shares have been held by Optionee.

     (d)  Notice of  Disqualifying  Disposition  of ISO  Shares.  If the  Option
granted  to  Optionee  herein  is an ISO,  and if  Optionee  sells or  otherwise
disposes  of any of the  Shares  acquired  pursuant  to the ISO on or before the
later of (1) the date two years  after  the Date of  Grant,  or (2) the date one
year after the date of  exercise,  the  Optionee  shall  immediately  notify the
Company in writing of such  disposition.  Optionee  agrees that  Optionee may be
subject to income tax  withholding  by the  Company on the  compensation  income
recognized by the Optionee.

     10. Entire  Agreement;  Governing Law. The Plan is  incorporated  herein by
reference. The Plan and this Option Agreement constitute the entire agreement of
the parties with  respect to the subject  matter  hereof and  supersede in their
entirety all prior  undertakings and agreements of the Company and Optionee with
respect to the subject matter hereof,  and may not be modified  adversely to the
Optionee's  interest  except by means of a writing  signed  by the  Company  and
Optionee. This agreement is governed by the laws of the State of Washington.

     11. No Guarantee of Continued  Service.  OPTIONEE  ACKNOWLEDGES  AND AGREES
THAT THE VESTING OF SHARES  PURSUANT TO THE  VESTING  SCHEDULE  HEREOF IS EARNED
ONLY BY  CONTINUING AS AN EMPLOYEE OR CONSULTANT AT THE WILL OF THE COMPANY (NOT
THROUGH THE ACT OF BEING HIRED,  BEING  GRANTED THIS OPTION OR ACQUIRING  SHARES
HEREUNDER).  OPTIONEE FURTHER  ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT,  THE
TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO
NOT  CONSTITUTE  AN EXPRESS OR IMPLIED  PROMISE OF  CONTINUED  ENGAGEMENT  AS AN
EMPLOYEE OR CONSULTANT FOR THE VESTING  PERIOD,  FOR ANY PERIOD,  OR AT ALL, AND
SHALL NOT INTERFERE IN ANY WAY WITH  OPTIONEE'S  RIGHT OR THE COMPANY'S RIGHT TO
TERMINATE OPTIONEE'S RELATIONSHIP AS AN EMPLOYEE OR CONSULTANT AT ANY TIME, WITH
OR WITHOUT CAUSE.




                                       4
<PAGE>



     Optionee  acknowledges receipt of a copy of the Plan and represents that he
or she is familiar with the terms and  provisions  thereof,  and hereby  accepts
this Option  subject to all of the terms and  provisions  thereof.  Optionee has
reviewed the Plan and this Option in their  entirety,  has had an opportunity to
obtain  the  advice  of  counsel  prior  to  executing  this  Option  and  fully
understands  all provisions of the Option.  Optionee  hereby agrees to accept as
binding,   conclusive  and  final  all  decisions  or   interpretations  of  the
Administrator upon any questions arising under the Plan or this Option. Optionee
further  agrees to notify the Company upon any change in the  residence  address
indicated below.


OPTIONEE                                  APTIMUS, INC.


---------------------------------         --------------------------------------
Signature                                 By:  ________________________________


---------------------------------         --------------------------------------
Print Name                                Title:[President]


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

---------------------------------
Residence Address





                                       5
<PAGE>





                                                                      EXHIBIT A


                                 2001 STOCK PLAN

                                 EXERCISE NOTICE

APTIMUS, INC.

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

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

Attention:
           ----------------

     1.  Exercise  of Option.  Effective  as of today,  ___________,  20__,  the
undersigned  Optionee  hereby elects to exercise  Optionee's  option to purchase
________ Shares of the Common Stock of APTIMUS,  INC. (the "Company")  under and
pursuant  to the 2001 Stock Plan (the  "Plan")  and the Stock  Option  Agreement
dated ________, _____ (the "Option Agreement").

     2. Delivery of Payment. Purchaser herewith delivers to the Company the full
purchase price of the Shares, as set forth in the Option Agreement.

     3.  Representations  of Optionee.  Optionee  acknowledges that Optionee has
received,  read and understood  the Plan and the Option  Agreement and agrees to
abide by and be bound by their terms and conditions.

     4. Rights as Shareholder. Until the issuance of the Shares (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  shareholder  shall exist with respect to the Optioned  Stock,
notwithstanding  the  exercise of the Option.  The Shares shall be issued to the
Optionee as soon as  practicable  after the Option is  exercised.  No adjustment
shall be made for a dividend  or other  right for which the record date is prior
to the date of issuance except as provided under the terms of the Plan.

     5. Company's Right of First Refusal.  Before any Shares held by Optionee or
any transferee  (either being sometimes  referred to herein as the "Holder") may
be sold or  otherwise  transferred  (including  transfer by gift or operation of
law),  the  Company or its  assignee(s)  shall have a right of first  refusal to
purchase the Shares on the terms and  conditions  set forth in this Section (the
"Right of First Refusal").

        (a) Notice of Proposed Transfer. The Holder of the Shares  shall deliver
to the Company a written  notice (the "Notice")  stating:  (i) the Holder's bona
fide intention to sell or otherwise transfer such Shares;  (ii) the name of each
proposed purchaser or other transferee ("Proposed Transferee"); (iii) the number
of Shares to be transferred to each Proposed Transferee;  and (iv) the bona fide
cash price or other  consideration for which the Holder

                                       6
<PAGE>

proposes to transfer  the Shares (the  "Offered  Price"),  and the Holder  shall
offer the Shares at the Offered Price to the Company or its assignee(s).

        (b) Exercise of Right of First Refusal. At any time within 30 days after
receipt of the Notice, the Company and/or its assignee(s) may, by giving written
notice to the  Holder,  elect to  purchase  all,  but not less than all,  of the
Shares  proposed  to  be  transferred  to  any  one  or  more  of  the  Proposed
Transferees,  at the purchase price determined in accordance with subsection (c)
below.

        (c) Purchase Price. The purchase price ("Purchase  Price")for the Shares
purchased  by the Company or its  assignee(s)  under this  Section  shall be the
Offered Price. If the Offered Price includes  consideration other than cash, the
cash equivalent value of the non-cash  consideration  shall be determined by the
Board of Directors of the Company in good faith.

        (d) Payment. Payment of the Purchase Price shall be made, at the option
of the Company or its assignee(s), in cash (by check), by cancellation of all or
a portion of any  outstanding  indebtedness of the Holder to the Company (or, in
the case of repurchase by an assignee,  to the assignee),  or by any combination
thereof  within 30 days after  receipt of the Notice or in the manner and at the
times set forth in the Notice.

        (e) Holder's Right to Transfer. If  all of the Shares  proposed  in the
Notice to be transferred to a given Proposed Transferee are not purchased by the
Company and/or its assignee(s) as provided in this Section,  then the Holder may
sell or  otherwise  transfer  such  Shares to that  Proposed  Transferee  at the
Offered Price or at a higher price, provided that such sale or other transfer is
consummated within 120 days after the date of the Notice,  that any such sale or
other transfer is effected in accordance with any applicable securities laws and
that the  Proposed  Transferee  agrees in writing  that the  provisions  of this
Section  shall  continue  to apply to the  Shares in the hands of such  Proposed
Transferee.  If the Shares  described in the Notice are not  transferred  to the
Proposed  Transferee  within  such  period,  a new Notice  shall be given to the
Company,  and the Company and/or its assignees  shall again be offered the Right
of First  Refusal  before any Shares held by the Holder may be sold or otherwise
transferred.

        (f) Exception for Certain  Family Transfers.  Anything  to the  contrary
contained  in this  Section  notwithstanding,  the transfer of any or all of the
Shares  during the  Optionee's  lifetime or on the  Optionee's  death by will or
intestacy to the Optionee's  immediate  family or a trust for the benefit of the
Optionee's immediate family shall be exempt from the provisions of this Section.
"Immediate  Family" as used  herein  shall mean  spouse,  lineal  descendant  or
antecedent,  father,  mother, brother or sister. In such case, the transferee or
other recipient shall receive and hold the Shares so transferred  subject to the
provisions  of this  Section,  and there  shall be no further  transfer  of such
Shares except in accordance with the terms of this Section.

        (g) Termination  of  Right of First Refusal. The  Right of First Refusal
shall  terminate  as to any Shares  upon the first  sale of Common  Stock of the
Company to the general public  pursuant to a registration  statement  filed with
and declared  effective by the  Securities  and  Exchange  Commission  under the
Securities Act of 1933, as amended.

                                       7
<PAGE>

     6. Tax Consultation.  Optionee understands that Optionee may suffer adverse
tax  consequences  as a result of  Optionee's  purchase  or  disposition  of the
Shares. Optionee represents that Optionee has consulted with any tax consultants
Optionee deems  advisable in connection  with the purchase or disposition of the
Shares and that Optionee is not relying on the Company for any tax advice.

     7. Restrictive Legends and Stop-Transfer Orders.

        (a) Legends.Optionee understands and agrees that the Company shall cause
the legends set forth below or legends  substantially  equivalent thereto, to be
placed upon any certificate(s)  evidencing ownership of the Shares together with
any other  legends  that may be  required  by the Company or by state or federal
securities laws:

          THE SECURITIES  EVIDENCED BY THIS  CERTIFICATE  HAVE BEEN ACQUIRED FOR
          INVESTMENT  AND HAVE NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF
          1933 (THE "ACT") OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT
          BE SOLD OR  OFFERED  FOR SALE OR  OTHERWISE  TRANSFERRED,  PLEDGED  OR
          HYPOTHECATED  IN THE  ABSENCE  OF SUCH  REGISTRATION  OR AN OPINION OF
          COUNSEL   SATISFACTORY  TO  THE  ISSUER  AND  ITS  COUNSEL  THAT  SUCH
          REGISTRATION  IS NOT REQUIRED  UNDER THE ACT AND ANY STATE  SECURITIES
          LAWS.

          THE SHARES  REPRESENTED  BY THIS  CERTIFICATE  ARE  SUBJECT TO CERTAIN
          RESTRICTIONS  ON  TRANSFER  AND A RIGHT OF FIRST  REFUSAL  HELD BY THE
          ISSUER OR ITS  ASSIGNEE(S) AS SET FORTH IN THE EXERCISE NOTICE BETWEEN
          THE ISSUER AND THE ORIGINAL  HOLDER OF THESE  SHARES,  A COPY OF WHICH
          MAY BE OBTAINED AT THE PRINCIPAL  OFFICE OF THE ISSUER.  SUCH TRANSFER
          RESTRICTIONS  AND RIGHT OF FIRST REFUSAL ARE BINDING ON TRANSFEREES OF
          THESE SHARES.

        (b)  Stop-Transfer  Notices. Optionee agrees  that, in order  to  ensure
compliance  with the  restrictions  referred  to herein,  the  Company may issue
appropriate  "stop  transfer"  instructions  to its transfer  agent, if any, and
that,  if the Company  transfers  its own  securities,  it may make  appropriate
notations to the same effect in its own records.

        (c) Refusal to Transfer.The Company shall not be required (i)to transfer
on its  books  any  Shares  that have  been  sold or  otherwise  transferred  in
violation of any of the  provisions of this Exercise  Notice or (ii) to treat as
owner of such  Shares or to accord  the  right to vote or pay  dividends  to any
purchaser  or  other   transferee  to  whom  such  Shares  shall  have  been  so
transferred.

     8.  Successors and Assigns.  The Company may assign any of its rights under
this Exercise Notice to single or multiple  assignees,  and this Exercise Notice
shall inure to the benefit

                                       8
<PAGE>

of the successors  and assigns of the Company.  Subject to the  restrictions  on
transfer  herein set forth,  this Exercise Notice shall be binding upon Optionee
and his or her heirs, executors, administrators, successors and assigns.

     9.  Interpretation.  Any  dispute  regarding  the  interpretation  of  this
Exercise  Notice shall be  submitted by Optionee or by the Company  forthwith to
the  Administrator  which shall review such dispute at its next regular meeting.
The resolution of such a dispute by the Administrator shall be final and binding
on all parties.


     10.  Governing Law;  Severability.  This Exercise Notice is governed by the
laws of the State of Washington.


     11. Entire Agreement. The Plan and Option Agreement are incorporated herein
by  reference.  This Exercise  Notice,  the Plan,  the Option  Agreement and the
Investment  Representation  Statement  constitute  the entire  agreement  of the
parties  with  respect  to the  subject  matter  hereof and  supersede  in their
entirety all prior  undertakings and agreements of the Company and Optionee with
respect to the subject matter hereof,  and may not be modified  adversely to the
Optionee's  interest  except by means of a writing  signed  by the  Company  and
Optionee.


Submitted by:                         Accepted by:

OPTIONEE                              APTIMUS, INC.


-----------------------------         ------------------------------------------
Signature                             By


-----------------------------         ------------------------------------------
Print Name                            Title

Address:                              Address:
-------                               -------

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

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

                                      ------------------------------------------
                                      Date Received



                                       9
<PAGE>





                                                                      EXHIBIT B


                       INVESTMENT REPRESENTATION STATEMENT

OPTIONEE:

COMPANY:  APTIMUS, INC.

SECURITY:

AMOUNT:

DATE:

In connection with the purchase of the above-listed Securities, the undersigned
Optionee represents to the Company the following:

     (a)  Optionee is aware of the  Company's  business  affairs  and  financial
condition and has acquired sufficient  information about the Company to reach an
informed  and  knowledgeable  decision  to acquire the  Securities.  Optionee is
acquiring  these  Securities  for investment for Optionee's own account only and
not with a view to, or for resale in connection with, any "distribution" thereof
within the meaning of the  Securities  Act of 1933, as amended (the  "Securities
Act").

     (b) Optionee  acknowledges and understands  that the Securities  constitute
"restricted  securities"  under the Securities Act and have not been  registered
under the Securities Act in reliance upon a specific exemption therefrom,  which
exemption  depends upon, among other things,  the bona fide nature of Optionee's
investment intent as expressed herein. In this connection,  Optionee understands
that, in the view of the Securities and Exchange Commission, the statutory basis
for  such  exemption  may  be  unavailable  if  Optionee's   representation  was
predicated  solely upon a present  intention  to hold these  Securities  for the
minimum capital gains period specified under tax statutes,  for a deferred sale,
for or until an increase or decrease in the market price of the  Securities,  or
for a period  of one year or any other  fixed  period  in the  future.  Optionee
further  understands that the Securities must be held  indefinitely  unless they
are  subsequently  registered under the Securities Act or an exemption from such
registration is available.  Optionee  further  acknowledges and understands that
the  Company  is  under no  obligation  to  register  the  Securities.  Optionee
understands  that the  certificate  evidencing the Securities  will be imprinted
with a legend which  prohibits  the transfer of the  Securities  unless they are
registered  or such  registration  is not  required  in the  opinion  of counsel
satisfactory  to the Company,  and any other legend  required  under  applicable
state securities laws.

     (c) Optionee is familiar with the provisions of Rule 701 and Rule 144, each
promulgated under the Securities Act, which, in substance, permit limited public
resale of  "restricted  securities"  acquired,  directly or indirectly  from the
issuer thereof,  in a non-public offering subject to the satisfaction of certain
conditions. Rule 701 provides that if the issuer

                                       10
<PAGE>

qualifies under Rule 701 at the time of the grant of the Option to the Optionee,
the exercise will be exempt from  registration  under the Securities Act. In the
event the Company becomes subject to the reporting requirements of Section 13 or
15(d) of the Securities Exchange Act of 1934, as amended, 90 days thereafter (or
such longer period as any market stand-off agreement may require) the Securities
exempt under Rule 701 may be resold,  subject to the  satisfaction of certain of
the  conditions  specified  by Rule 144,  including:  (1) the resale  being made
through a broker in an unsolicited  "broker's  transaction"  or in  transactions
directly  with a market  maker (as said  term is  defined  under the  Securities
Exchange Act of 1934,  as amended);  and, in the case of an  affiliate,  (2) the
availability of certain public information about the Company,  (3) the amount of
Securities   being  sold  during  any  three-month   period  not  exceeding  the
limitations  specified in Rule 144(e),  and (4) the timely filing of a Form 144,
if applicable.

In the event that the  Company  does not  qualify  under Rule 701 at the time of
grant of the  Option,  then the  Securities  may be  resold in  certain  limited
circumstances  subject to the  provisions of Rule 144, which requires the resale
to occur not less than one year after the later of the date the Securities  were
sold by the Company or the date the Securities  were sold by an affiliate of the
Company,  within the meaning of Rule 144; and, in the case of acquisition of the
Securities by an affiliate,  or by a non-affiliate  who  subsequently  holds the
Securities less than two years,  the satisfaction of the conditions set forth in
sections (1), (2), (3) and (4) of the paragraph immediately above.

     (d) Optionee  further  understands  that in the event all of the applicable
requirements  of Rule  701 or 144  are not  satisfied,  registration  under  the
Securities  Act,  compliance  with  Regulation  A,  or some  other  registration
exemption will be required;  and that,  notwithstanding  the fact that Rules 144
and 701 are not exclusive,  the Staff of the Securities and Exchange  Commission
has  expressed  its opinion  that persons  proposing  to sell private  placement
securities  other than in a registered  offering and otherwise  than pursuant to
Rule 144 or 701 will have a substantial  burden of proof in establishing that an
exemption from registration is available for such offers or sales, and that such
persons and their respective  brokers who participate in such transactions do so
at their own risk. Optionee understands that no assurances can be given that any
such other registration exemption will be available in such event.


                                        Signature of Optionee:

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

                                        Date: __________________________


</TEXT>
</DOCUMENT>
