March 29, 1996

Mr. Harvey Bibicoff
1990 Westwood Blvd., Suite 310
Los Angeles, CA  90025

         RE:      TPEG Stock Option Agreement

Dear Harvey:

Pursuant to our conversation, enclosed please find a copy of the Stock Option
Agreement in connection with your grant of 400,000 shares of TPEG common Stock
as set forth in the enclosed letter agreement. Please xerox an additional set
for signature.

Please execute the letter agreement, as well as, the Stock Option Agreement and
return same to my attention for counter-signature.

Please forward executed copies to my attention via facsimile, if possible today,
and mail the originals to me as listed below.

Should you have any questions, please feel free to contact me as listed below.

Best regards,

/s/ Arthur Bernstein
- -------------------------
Arthur H. Bernstein

AHB/sd
encl.

cc:      (w/o encl.)
         Mel Katz, Esq.
         Irwin Meyer