EXHIBIT 10.1



            FORM OF STOCK OPTION AGREEMENT ISSUED ON JANUARY 3, 1996



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                            FORM OF OPTION AGREEMENT


         THIS  OPTION  AGREEMENT (the  "Agreement") dated as of the 3rd day of
January, 1996 by and between Computer Marketplace,  Inc., a Delaware corporation
(hereinafter the "Company"), and ____________________________,(the
"Optionholder").

                              W I T N E S S E T H:

         WHEREAS, the Optionholder is an employee of the Company; and

         WHEREAS,  the  Company  desires  to  compensate  the  Optionholder  for
exemplary  services rendered to the Company and to provide the Optionholder with
an incentive to assist in the Company's continued prosperity; and

         WHEREAS,  the Company would like to grant to the Optionholder an option
(the "Option") to acquire  ______________________  shares of common stock of the
Company (the "Option Shares"), pursuant to the terms herein.

         NOW,  THEREFORE,  in consideration of the mutual covenants,  conditions
and premises  contained herein,  the parties hereto agree,  subject to the terms
and conditions herein, as follows:

         1. THE OPTION GRANT.

              (a) The Company  hereby  grants,  subject to vesting  described in
Section  1(b)  below,  to the  Optionholder  the  right and  option to  purchase
__________________  (_________)  Option  Shares  (adjusted  to reflect any stock
splits,  reverse splits  recapitalization or other business  combinations),at an
exercise price of $0.28125 per Option Share (the "Exercise Price").

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              (b) The Option  shall vest over a three (3) year  period  from the
date hereof.  One-third  of the total amount of Option  Shares shall vest on the
first  anniversary  of this Option  Agreement;  One-third of the total amount of
Option Shares shall vest on the second anniversary of this Option Agreement; and
one-third  of the  total  amount  of  Option  Shares  shall  vest  on the  third
anniversary  of this  Option  Agreement.  There  shall be no  proration  for any
portion of any year.

              (c) The Option shall be exercisable for a period of ten (10) years
from the date hereof;  provided however, that in the event that the Optionholder
ceases to be employed by the Company,  for any reason  whatsoever,  then vesting
shall cease on date of  termination  or  resignation  and this Option  Agreement
shall terminate 90 days following the date of such termination,  or resignation,
as the case may be, and the Optionholder shall have no further rights under this
Option Agreement.

         2. METHOD OF EXERCISE.  The Option may be exercised in whole or in part
in  accordance  with the  provisions  of this  Agreement  by the  Optionholder's
tendering the Exercise Price (or a  proportionate  part thereof if the Option is
partially exercised) in immediately available funds. The Company shall cooperate
to the extent reasonably  possible with the Optionholder in an exercise pursuant
to which all or part of the Option Shares will be sold  simultaneously  with the
exercise  of this  with  the  broker-dealer  participating  in such  sale  being
irrevocably  instructed to remit the proceeds from the exercise of the Option to
the Company upon settlement of the sale of the underlying Option Shares.

         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

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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"
shall be approved in advance by the Company.

         3.  STOCKHOLDER  RIGHTS.  Neither the Optionholder nor any other person
legally  entitled to exercise  the Option shall be entitled to any of the rights
or privileges of a stockbroker  of the Company with respect to any Option Shares
issuable  upon any  exercise  of the  Option  unless  and  until  the  Option is
exercised.

         4. NO WAIVER.  The failure of any of the parties  hereto to enforce any
provisions  hereof  on any  occasion  shall  not be deemed to be a waiver of any
privilege given by any provision of this Agreement.

         5. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement on
the  understanding  of the parties  hereto,  and no amendment,  modification  or
waiver of any provision herein shall be effective,  unless in writing,  executed
by the party charged therewith.

         6. GOVERNING LAW. This Agreement shall be construed and interpreted and
enforced in  accordance  with and shall be governed by the internal  laws of the
State of Delaware.

         7. Binding  Effect;  Assignment.  This Agreement shall be binding upon,
and inure to the benefit of the parties and their  successors and assigns.  This
Agreement may not be assigned without the prior written consent of the Company.

         8. PARAGRAPH HEADINGS. The paragraph headings herein have been inserted
for convenience of reference only and shall no way modify or restrict any of the
terms of the provisions hereof.

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         9. NOTICES.  Any notice required or permitted to be delivered hereunder
shall be deemed effective five (5) days after mailing when sent by United States
mail, postage prepaid,  certified mail, return receipt  requested,  addressed to
Optionholder  or the  Company,  as the case may be, at the  addresses  set forth
below:

                      If to Optionholder:

                      Name
                      Address

                      With a copy to:


                      If to the Company:
                      Computer Marketplace, Inc.
                      1490 Railroad Street
                      Corona, CA 91720
                      Attention:    L. Wayne Kiley

                      With a copy to:

                      Bernstein & Wasserman, LLP
                      950 Third Avenue
                      New York, NY  10022

         10.  UNENFORCEABILITY  AND  SEVERABILITY.  If  any  provision  of  this
Agreement  is  found  to be  void  or  unenforceable  by a  court  of  competent
jurisdiction, then the remaining provisions of this Agreement shall nevertheless
be  binding  upon the  parties  with the same  force and  effect  as though  the
unenforceable part has been severed and deleted.

         11. COUNTERPARTS.  This Agreement may be executed in counterparts,  all
of which shall be deemed to be duplicate originals.


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         12. FURTHER ASSURANCES.  The Company and Optionholder agrees to execute
and deliver to each other such  documents  as the other  party shall  reasonably
request to effectuate the purposes of this Agreement.

         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as
of the date first written above.


                                         COMPUTER MARKETPLACE, INC.



                                         By: /s/ L. WAYNE KILEY
                                            ------------------------------------
                                                 L. Wayne Kiley

                                                 President and

                                                 Chief Executive Officer
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