EXHIBIT 4.9

STOCK OPTION AGREEMENT

THIS AGREEMENT made this 20th day of December, 1996, by and between
OMNIVIEW, INC., a Tennessee corporation (the "Employer") and L. PHELPS JACKSON,
III, an individual employed by the Employer (the "Employee").

W I T N E S S E T H :

WHEREAS, the Employee is a valuable employee of the Employer, has
performed valuable services in the past, and the Employer and Employee have
agreed to the terms contained herein in the past and consider it desirable and
in their best interests to document that the Employee has been given options to
purchase stock in the Employer.

NOW, THEREFORE, in consideration of the mutual promises herein
contained and other good and valuable consideration, the parties agree as
follows:

1. GRANT OF OPTION. The Employee has been granted an option to purchase a
certain number of shares according to a vesting and expiration schedule
as set forth on the attached EXHIBIT A which is incorporated herein by
reference.

2. NON-ASSIGNABILITY. Such option shall not be assignable.

3. EXERCISE.

a. Each option may be exercised according to the schedule set
forth in the attached EXHIBIT A. The Employee may exercise all
or a part of the option exercisable; however, if the Employee
chooses to exercise a part of the exercisable option, the
Employee must exercise at least ten percent (10%) of the
option exercisable at that time ("Minimum 10% Rule"). If the
Employee meets the Minimum 10% Rule, the Employee may exercise
the exercisable option in installments so long as the Employer
agrees to such installments.

b. Options may be exercised in whole pursuant to the vesting
schedule attached hereto as EXHIBIT A, or in part, provided
that the Minimum 10% Rule is met, but in any event, options
may be exercised with respect to whole shares only, within the
permitted time for the exercise thereof, and shall be
exercised by written notice of intent to exercise the option
with respect to a specified number of shares delivered to the
Employer at its principal office along with payment in full in
the form of a certified check to the Employer at said office
of the amount of the option price for the number of shares of
stock with respect to which the option is then being
exercised.

Exhibit 4.9-1

c. The Employee may exercise the options within the period
permitted for the exercise thereof.

4. ADJUSTMENTS. The number of shares subject to each option shall be
proportionately adjusted and any change in the stock structure of the
Employer because of share dividends, recapitalizations,
reorganizations, mergers or other restructuring.

5. PURCHASE PRICE. The price at which shares may be purchased under each
option is set forth on EXHIBIT A which is incorporated herein by
reference.

6. NON-STATUTORY STOCK OPTION. The grant of these options will be deemed
non-statutory stock options and the Employee will be responsible for
taxes in accordance with the Internal Revenue Code. The Employer will
have no responsibility for advising the Employee as to the taxability,
tax consequences, or tax effects of the stock options granted under
this Agreement.

7. OPTION PERIOD. Upon vesting as set forth in the attached EXHIBIT A
which is incorporated hereby by reference, Employee has five (5) years
from the date of vesting in which to exercise the applicable options.
If the Employee does not exercise such option within such five (5) year
period, the option expires.

8. CONDITION OF EXERCISE OF OPTION. In order to enable the Employer to
comply with the Securities Act of 1933, as amended (the "Securities
Act"), the Employer may require the Employee, his legal representative,
heir, legatee or distributee, as a condition of the exercising of any
option granted hereunder, to give written assurance satisfactory to the
Employer that the stock subject to the option is being acquired for
investment purposes only, with no view to the distribution of the same,
and that any subsequent resale of any such shares either shall be made
pursuant to a registration statement under the Securities Act which has
become effective and is current with regard to the shares being sold,
or shall be pursuant to an exemption from registration under the
Security Act and any applicable states securities laws.

9. APPLICABLE LAW. This Stock Option Agreement has been executed by the
parties in Tennessee and shall be governed by and construed in
accordance with the laws of the State of Tennessee without regard to
the conflicts of laws thereof.

10. RIGHTS PRIOR TO EXERCISE OF OPTION. Employee shall not have rights as a
stockholder with respect to the option shares until payment of the
option price and delivery to him of the certificate(s) representing
such shares.

Exhibit 4.9-2

11. VESTING. Employee must be employed by Employer or serve as a director
or officer of Employer in order for the option to vest as called for by
this Agreement, and if not employed at such time, the option shall
expire.

12. MISCELLANEOUS. This Agreement shall be binding upon and shall inure to
the benefit of the parties hereto and their respective representatives,
executors, administrators, heirs, successors and permitted assigns. If
any provision of this Agreement is found to be invalid, illegal, or
unenforceable in any respect, either arising out of law or equity, such
provision will be enforced to the maximum extent possible and the
remaining provisions of this Agreement will remain unaffected. This
Agreement, including the exhibit attached hereto which is incorporated
by reference constitutes the full agreement between the parties hereto
pertaining to the subject matter and supersedes in its entirety all
prior and contemporaneous agreements, understandings, negotiations, and
discussions of the parties, whether oral or written, with respect to
the subject matter. No supplement, modification or amendment to this
Agreement will be binding unless executed in writing by the party or
parties against whom enforcement is sought. This Agreement may be
executed in counterparts. Each party shall be responsible for its own
expenses and fees incurred in connection with the negotiations,
execution and performance of this Agreement, including attorneys' fees.

IN WITNESS WHEREOF, the parties hereto have entered into this
Agreement the day and date first above written.

EMPLOYER:

OMNIVIEW, INC.

By: /s/ Daniel P. Kuban
--------------------------------------
Title: Vice President/Chief Operating
Officer

EMPLOYEE:

/s/ L. Phelps Jackson, III
------------------------------------------
L. Phelps Jackson, III

Exhibit 4.9-3

OMNIVIEW, INC. CONFIDENTIAL

EXHIBIT A
TO L. PHELPS JACKSON, III'S STOCK OPTION AGREEMENT

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GRANT OF OPTION # OF SHARES SUBJECT OPTION PRICE DATE OPTION VESTED & EXPIRATION OF
TO OPTION PER SHARE CAN BE EXERCISED OPTION
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3/12/96 56,000 $1.25 28,000 shares vest on 3/12/96 3/12/01
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28,000 shares vest on 3/12/97 3/12/02
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Exhibit 4.9-4