[NON-PLAN]

                                   UPROAR LTD.
                         NOTICE OF GRANT OF SHARE OPTION


                  Notice is hereby given of the following option grant (the
"Option") to purchase Shares of Uproar Ltd. (the "Corporation"):

                  Optionee: ___________________________________________________

                  Grant Date: _________________________________________________

                  Vesting Commencement Date:  _________________________________

                  Exercise Price:  $___________________ per share

                  Number of Option Shares: ____________ Shares

                  Expiration Date: ____________________________________________

                  Type of Option: ________ Incentive Share Option

                                  ________ Non-Statutory Share Option

                  Date Exercisable: The Option shall become exercisable with
                  respect to (i) fifty percent (50%) of the Option Shares upon
                  Optionee's completion of two (2) years of Service measured
                  from the Vesting Commencement Date and (ii) the balance of the
                  Option Shares in a series of twelve (12) successive equal
                  monthly installments upon Optionee's completion of each
                  additional month of Service over the twelve (12) month period
                  measured from the second anniversary of the Vesting
                  Commencement Date. In no event shall any additional Option
                  Shares vest after Optionee's cessation of Service.

                  Optionee understands and agrees that the Option is granted
subject to and in accordance with the terms of the Share Option Agreement
attached hereto as Exhibit A. Optionee understands that any Option Shares
purchased under the Option shall be subject to the terms set forth in the Share
Purchase Agreement attached hereto as Exhibit B.

                  RIGHTS OF FIRST REFUSAL. OPTIONEE HEREBY AGREES THAT ALL
OPTION SHARES ACQUIRED UPON THE EXERCISE OF THE OPTION SHALL BE SUBJECT TO
CERTAIN RIGHTS OF FIRST REFUSAL EXERCISABLE BY THE CORPORATION AND ITS ASSIGNS.
THE TERMS OF SUCH RIGHTS ARE SPECIFIED IN THE ATTACHED SHARE PURCHASE AGREEMENT.

                  No Employment or Service Contract. Nothing in this Notice or
in the attached Share Option Agreement shall confer upon Optionee any right to
continue in Service for any period of specific duration or interfere with or
otherwise restrict in any way the rights of the Corporation (or any Parent or
Subsidiary employing or retaining Optionee) or of Optionee, which rights are
hereby expressly reserved by each, to terminate Optionee's Service at any time
for any reason, with or without cause.



                  Definitions. All  capitalized  terms in this Notice  shall
have the meaning  assigned to them in this Notice or in the attached Share
Option Agreement.

DATED:  __________________, 199_



                                    UPROAR LTD.


                                    By:    __________________________________

                                    Title: __________________________________



                                    _________________________________________
                                    OPTIONEE

                                    Address: ________________________________

                                    _________________________________________


ATTACHMENTS
Exhibit A - Share Option Agreement
Exhibit B - Share Purchase Agreement




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