EXHIBIT 10.2


           FORM OF STOCK OPTION AGREEMENT ISSUED ON DECEMBER 31, 1996


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                            FORM OF OPTION AGREEMENT

         THIS OPTION  AGREEMENT  (the  "Agreement")  dated as of the 31st day of
December, 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 or director of, or consultant
to, the Company; and

         WHEREAS,  the  Company  desires  to  compensate  the  Optionholder  for
exemplary services rendered 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)  Upon  the  execution  hereof,  the  Company  grants  to  the
Optionholder  the right and option to purchase Option Shares (or ________ option
shares following the  contemplated one for six reverse stock split),  at a price
(the  "Exercise  Price") of $.1667 per share (or $1.00 per share  following  the
contemplated 1-for-6 reverse stock split).

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               (b) The  Option  shall be  exercisable  for a period  of four (4)
years  from  the date  hereof;  provided  however,  that in the  event  that the
Optionholder  ceases to be  employed  by, or retained  as a  consultant  to, the
Company,  for any reason whatsoever,  then 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 exercise by an Optionholder of the rights
granted  hereunder  shall be by means of a notice of  exercise  (the  "Notice of
Exercise") delivered to the Company specifying the number of Option Shares to be
purchased. Within five (5) days of receiving the Notice of Exercise, the Company
shall  schedule a closing,  which shall be no more than five (5) days later.  At
the closing,  the Company shall  deliver the Option  Shares to the  Optionholder
with the appropriate  transfer  documents and the Optionholder  shall pay to the
Company the full purchase price of such  exercised  Option Shares either in cash
or by check  payable  to the order of  "Computer  Marketplace,  Inc." All Option
Shares issued pursuant to such option shall be fully paid and  nonassessable and
shall not be  subject  to any liens.  In lieu of the  foregoing,  so long as the
Optionholder sells Option Shares to the public (either pursuant to Rule 144 or a
registered public offering) through a broker-dealer registered with the National
Association of Securities  Dealers and such a broker-dealer is given irrevocable
instructions to transfer the aggregate  Exercise Price to the Company upon sales
of the Option Shares, this Option may be exercised by the Optionholder.

         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 stockholder  of the Company with respect to any Option Shares
issuable  upon any  exercise  of the  Option  unless  and  until  the  Option is
exercised.

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         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. This Agreement shall be binding upon, and inure to
the benefit of the parties and their successors and assigns.

         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.

         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


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                   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.

         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.


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         IN WITNESS  WHEREOF,  the parties  hereto have executed this  Agreement
this 31st day of December, 1996.





                                                      COMPUTER MARKETPLACE, INC.




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







                                                       By:
                                                          ----------------------
                                                          [Name of Optionholder]


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