EXHIBIT 10.3


           FORM OF STOCK OPTION AGREEMENT ISSUED ON SEPTEMBER 17, 1998

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                         FORM OF STOCK OPTION AGREEMENT

         THIS AGREEMENT dated as of the 17th day of September,  1998 (the "Grant
Date") is made and entered  into by and between  Computer  Marketplace,  Inc., a
Delaware corporation with its principal offices located at 1171 Railroad Street,
Corona,  CA  (the  "Company")  and  ____________________________________________
whose address is:_____________________________________________ (the "Optionee").

                              W I T N E S S E T H:

         WHEREAS,  the  Board of  Directors  of the  Company  has  approved  the
granting to the  Optionee of stock  options to  purchase  certain  shares of the
Company's  common  stock,  par value  $.0001  per  share  ("Common  Stock"),  as
compensation for services rendered to the Company; and



         WHEREAS,  the  Optionee  desires to accept  the grant of such  options,
subject to the terms and conditions of this Agreement.

         NOW, THEREFORE, the Company and the Optionee hereby agree as follows:

         1. GRANT OF OPTION.  Subject to the provisions of this  Agreement,  the
Company  hereby grants to the Optionee an option (the "Option") to purchase from
the  Company  __________________________  shares of Common  Stock  (the  "Option
Shares") at an exercise price of $1.00 per share (the "Exercise Price").

         2. TERM.  This Option is exercisable  for the period  commencing on the
Grant Date and terminates on December 31, 2001 (the "Termination Date"), subject
to the provisions for termination and acceleration herein.

         3. TERMINATION PROVISIONS. The right to exercise this Option is subject
to the following additional restrictions and limitations:

              (a)  TERMINATION OF EMPLOYMENT.  If the Optionee is an employee of
the Company and  employment  by the  Company or any of its  subsidiaries  of the
Optionee  is  terminated  for any  reason  other than  death,  the Option may be
exercised  for a period  of one  year  after  the  later of (i) the date of such
termination or (ii) the effective date of a registration  statement covering the
issuance and resale of the Option Shares;  provided  however,  in no event shall
this option terminate after the Termination Date.

              (b) DEATH OF OPTIONEE. If the Optionee shall die while this Option
remains  exercisable,  the Optionee's legal representative or representatives or
the persons  entitled to do so under the  Optionee's  last will and testament or
under  applicable  intestate  laws shall have the right to exercise this Option,
and such right shall expire and this Option shall  terminate  one year after the
date of the Optionee's death or on the expiration date of this Option, whichever
date is earlier.  In all other  respects,  this Option shall terminate upon such
death.

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         4. ADJUSTMENTS AND CORPORATE REORGANIZATIONS. If the outstanding shares
of stock of the class then  subject to this Option are changed into or exchanged
for a  different  number  or kind of  shares  or  securities  or other  forms of
property (including cash) or rights, as a result of one or more reorganizations,
recapitalizations,   spin-offs,   stock  splits,  reverse  stock  splits,  stock
dividends  or the  like,  appropriate  adjustments  shall be made in the  number
and/or kind of shares or securities or other forms of property  (including cash)
or rights for which this Option may  thereafter  be  exercised,  all without any
change in the aggregate exercise price applicable to the unexercised portions of
this Option, but with a corresponding adjustment in the exercise price per share
or other unit. No fractional share of stock shall be issued under this Option or
in connection with any such  adjustment.  Such  adjustments  shall be made by or
under authority of the Company's board of directors whose  determinations  as to
what adjustments shall be made, and the extent thereof,  shall be final, binding
and conclusive.

         Upon  the  dissolution  or  liquidation  of  the  Company,  or  upon  a
reorganization,  merger or consolidation of the Company as a result of which the
outstanding securities of the class then subject to this Option are changed into
or exchanged for property  (including  cash),  rights or  securities  not of the
Company's issue, or any combination thereof, or upon a sale of substantially all
the property of the Company to, this Option shall terminate,  unless  provisions
be made in writing in connection  with such  transaction  for the  assumption of
this Option, or the substitution for this Option of an option covering the stock
of a successor employer  corporation,  or a parent or a subsidiary thereof, with
appropriate  adjustments in accordance  with the provisions  hereinabove in this
Section 4 as to the  number  and kind of  shares  optioned  and  their  exercise
prices,  in which event this Option  shall  continue in the manner and under the
terms so provided.

         If  this  Option  shall  terminate   pursuant  to  the  next  preceding
paragraph,  the Optionee or other person then  entitled to exercise  this Option
shall have the right, at such time prior to the  consummation of the transaction
causing  such  termination  as the Company  shall  designate,  to  exercise  the
unexercised portions of this Option, including the portions thereof which would,
but for this Section 4 not yet be exercisable.



         5.  EXERCISE,  PAYMENT FOR AND  DELIVERY  OF STOCK.  This Option may be
exercised by the Optionee or other person then entitled to exercise it by giving
four business  days' written  notice of exercise to the Company  specifying  the
number of shares to be purchased and the total purchase price,  accompanied by a
check to the order of the  Company in payment of such  price.  If the Company is
required to withhold on account of any federal,  state or local tax imposed as a
result of such  exercise,  the notice of exercise shall also be accompanied by a
check to the order of the Company in payment of the amount  thus  required to be
withheld.



         6.  CASHLESS  EXERCISE.  The Optionee  may exercise  part or all of the
Option by tender to the Company of a written  notice of exercise  together  with
advice of the delivery of an order to a broker to sell part or all of the Option
Shares,  subject to such exercise notice and an irrevocable order to such broker
to deliver to the Company (or its transfer agent)  sufficient  proceeds from the
sale of such Option Shares to pay the exercise price and any withholding  taxes.
All  documentation  and  procedures  to be  followed in  connection  with such a
"cashless  exercise",  including  the  delivery of Option  Shares  having a fair
market value (after  deduction of the  applicable  exercise  price) equal to the

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exercise price,shall be approved in advance by the Company, which approval shall
be expeditiously provided and not unreasonably withheld.

         7.  RIGHTS IN STOCK BEFORE  ISSUANCE AND DELIVERY.  No person shall be
entitled to the privileges of stock  ownership in respect of any shares issuable
upon  exercise of this Option,  unless and until such shares have been issued to
such person as fully paid shares.

         8.  REGISTRATION  OF OPTION  SHARES.  The Company shall use  reasonable
efforts to register the Option Shares for sale to the public and to maintain the
effectiveness of such registration.

         9.       MISCELLANEOUS PROVISIONS.

                  (a) NOTICES.  Unless otherwise  specifically  provided herein,
all notices to be given hereunder shall be in writing and sent to the parties by
certified  mail,  return  receipt  requested,  which shall be  addressed to each
party's  respective  address,  as set  forth  in the  first  paragraph  of  this
Agreement,  or to such other address as such party shall give to the other party
hereto  by a notice  given in  accordance  with  this  Section  and,  except  as
otherwise  provided in this Agreement,  shall be effective when deposited in the
United States mail properly  addressed  and postage  prepaid.  If such notice is
sent other than by the United States mail,  such notice shall be effective  when
actually received by the party being noticed.

                  (b)   ASSIGNMENT.   This  Agreement  and  the  rights  granted
hereunder may not be assigned in whole or in part by Optionee  except by will or
the laws of  descent  and  distribution,  and the Option is  exercisable  during
Optionee's lifetime only by the Optionee.

                  (c) FURTHER ASSURANCES.  Both parties hereto shall execute and
deliver  such other  instruments  and do such  other  acts as may be  reasonably
necessary to carry out the intent and purposes of this Agreement.

                  (d) GENDER.  Whenever  the context may  require,  any pronouns
used herein shall include the corresponding masculine,  feminine or neuter forms
and the singular  form of nouns and pronouns  shall  include the plural and vice
versa.

                  (e)  CAPTIONS.  The captions  contained in this  Agreement are
inserted only as a matter of convenience and in no way define,  limit, extend or
prescribe  the scope of this  Agreement  or the intent of any of the  provisions
hereof.

                  (f) COMPLETENESS AND MODIFICATION.  This Agreement constitutes
the entire  understanding  between the parties hereto  superseding all prior and
contemporaneous agreements or understandings among the parties hereto concerning
the grant of stock options to the Optionee.  This Agreement shall not terminate,
except in accordance  with its terms,  or amended in writing  executed by all of
the parties hereto.

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                  (g) WAIVER. The waiver of a breach of any term or condition of
this Agreement  shall not be deemed to constitute the waiver of any other breach
of the same or any other term or condition.

                  (h) SEVERABILITY.  The invalidity or enforceability,  in whole
or in part, of any covenant, promise or undertaking, or any section, subsection,
paragraph,  sentence,  clause,  phrase,  or  word  or of any  provision  of this
Agreement  shall not affect the  validity  or  enforceability  of the  remaining
portions thereof.

                  (i)  CONSTRUCTION.  This  Agreement  shall be  governed by and
construed in accordance with the laws of the State of Delaware.

                  (j) BINDING  EFFECT.  This Agreement shall be binding upon and
inure  to  the   benefit  of  the  heirs,   successors,   estate  and   personal
representatives  of the  Optionee  and upon the  successors  and  assigns of the
Company.

                  (k)   LITIGATION-ATTORNEYS'   FEES.  In  connection  with  any
litigation  arising  out  of the  enforcement  of  this  Agreement  or  for  its
interpretation,  the  prevailing  party  shall be entitled to recover its costs,
including reasonable attorneys' fees, at the trial and all appellate levels from
the other party hereto, who was an adverse party to such litigation.

         IN WITNESS WHEREOF,  the Company has granted this Option on the date of
grant specified above.


                                                    COMPUTER MARKETPLACE, INC.



                                                    By: /s/L.WAYNE KIlEY
                                                       -------------------------
                                                           L. Wayne Kiley
                                                           President









                                                    By:
                                                       -------------------------
                                                           Optionee

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