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                             STOCK OPTION AGREEMENT

         This Stock Option Agreement ("Agreement"), dated December 27, 1999, is
made by and between C3D Inc., a Florida corporation ("Company") and Michael L.
Goldberg, Esquire ("Optionee").

         WHEREAS, Company desires to afford Optionee the opportunity to purchase
shares of Company's common stock, par value $0.001 per share ("Stock"); and

         WHEREAS, Company's board of directors and compensation committee have
determined that it would be in the best interests of Company to grant the option
provided for herein to Optionee, in recognition of services rendered.

         NOW, THEREFORE, in consideration of the promises and the mutual
covenants contained herein, and intending to be legally bound, the parties
hereto agree as follows:

1.       Grant of Option. Optionee is hereby granted an option (the "Option") to
         purchase at any time or from time to time, as a whole or in part,
         Seventy Five Thousand (75,000) shares of Stock ("Option Shares") on the
         terms and conditions set forth in this Agreement.

2.       Termination of Option.  The Option shall terminate on June 17, 2004.

3.       Purchase Price. The purchase price of the Option Shares shall be $4.00
         per share ("Purchase Price").

4.       Methods of Exercise. Optionee may exercise the Option by either of the
         following methods. Notice of exercise shall be deemed given when
         delivered to the Secretary or Treasurer of the Company (the "Exercise
         Date").

                  a.       Cash Method. Optionee may exercise the Option by
                           written notice to the Company stating (i) that the
                           Option is being exercised pursuant to the "Cash
                           Method," and (ii) the number of Option Shares desired
                           to be purchased, accompanied or followed by cash,
                           wire transfer, check, or money order in an amount
                           equal to the aggregate Purchase Price of the Option
                           Shares being purchased (i.e., the number of Option
                           Shares exercised multiplied by the Purchase Price).

                  b.       Cashless Method. Optionee may exercise the Option by
                           written notice to the Company stating (i) that the
                           Option is being exercised pursuant to the "Cashless
                           Method," and (ii) the number of Option Shares desired
                           to be exercised. Pursuant to an exercise using the
                           Cashless Method, Optionee shall receive an amount of
                           Stock (the "Cashless Stock") equal to such number of
                           Option Shares for which the Optionee has elected to
                           exercise the Option (the "Option Shares Exercised")
                           multiplied by the difference between (a) the Market
                           Price (as defined below) per share of


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                           Stock as of the Exercise Date less (b) the Purchase
                           Price, with the resultant amount divided by the
                           Market Price. In equation form, the above calculation
                           is represented as follows:

<TABLE>
<CAPTION>
<S>                                                                                                 <C>
                                    Cashless Stock = Option Shares Exercised  x   (Market Price -
                                                     --------------------------------------------
                                            Purchase Price)                                             Market Price
                                            ---------------
</TABLE>
                           The "Market Price" of the Stock on any particular
                           date shall mean the last reported sale price of a
                           share of the Stock on any stock exchange on which
                           such stock is then listed or admitted to trading, or
                           on the Nasdaq National Market or Nasdaq SmallCap
                           Market, on such date, or if no sale took place on
                           such day, the last such date on which a sale took
                           place, or if the Stock is not then quoted on the
                           Nasdaq National Market or the Nasdaq SmallCap Market,
                           or listed or admitted to trading on any stock
                           exchange, the average of the bid and asked prices in
                           the over-the-counter market on such date, or if none
                           of the foregoing, a price determined in good faith by
                           the Company's board of directors equal the fair
                           market value per share of the Stock.

5.       Transferability of Option. Subject to compliance with applicable
         federal and state securities laws, this Stock Option Agreement may be
         transferred by the Optionee with respect to any or all of the Option
         Shares purchasable hereunder. Upon surrender of this Stock Option
         Agreement to the Company, together with the assignment hereof properly
         endorsed, for transfer of this Stock Option Agreement as an entirety by
         the Optionee, the Company shall issue a new Stock Option Agreement of
         the same denomination to the assignee. Upon surrender of this Stock
         Option Agreement to the Company, together with the assignment hereof
         properly endorsed, by the Optionee for transfer with respect to a
         portion of the Option Shares purchasable hereunder, the Company shall
         issue a new Stock Option Agreement to the assignee, in such
         denomination as shall be requested by the Optionee hereof, and shall
         issue to such Optionee a new Stock Option Agreement covering the number
         of Option Shares in respect of which this Stock Option Agreement shall
         not have been transferred.

6.       Change in Number of Shares of Stock. If and to the extent that the
         number of issued shares of Stock shall be increased or reduced by
         change in par value, split-up, reclassification, reorganization,
         merger, distribution of a dividend payable in stock, or the like, the
         number of shares of Stock subject to option and the Purchase Price may
         be proportionately adjusted in good faith by the Company's Board of
         Directors.

7.       Rights prior to exercise of option. Optionee shall have no rights as a
         stockholder with respect to the Option Shares until payment of the
         Purchase Price and delivery to him of such Stock as herein provided.


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8.       Agreement binding. This Agreement shall inure to the benefit of and be
         binding upon the parties hereto and their respective next of kin,
         legatees, administrators, executors, legal representatives, successors,
         and assigns (including remote, as well as immediate, successors to and
         assignees of said parties).

9.       Severability. In case one or more provisions of this Agreement shall be
         found to be invalid, illegal, or unenforceable in any respect, the
         validity, legality and enforceability of the remaining provisions
         contained herein shall not be in any way affected or impaired thereby.

10.      Entire Agreement. This Agreement contains the entire understanding and
         agreement between the parties hereto, relating to the subject matter
         hereof, and cannot be amended, modified or supplemented in any respect,
         except by subsequent written agreement entered into by both parties.

11.      Governing Law. This Agreement shall be construed under and governed by
         the laws of the State of Florida.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on the date set forth above.

                                                  C3D INC.


                                                  By: /s/ Eugene Levich
                                                      --------------------
                                                          Eugene Levich
                                                          President


                                                  /s/ Michael L. Goldberg
                                                  -----------------------
                                                  Michael L. Goldberg, Esquire