EXHIBIT 10.2

                             STOCK OPTION AGREEMENT

     This  Stock  Option  Agreement  is made as of April 20, 2004 by and between
Spectrum  Sciences  &  Software  Holdings  Corp.  (the "Corporation") and Robert
Genovese  (the  "Optionee").

                                    RECITALS

     A.     Optionee  is  a  consultant of the Corporation.  In consideration of
Optionee's  serving  as such, the Corporation's board of directors has agreed to
grant  stock  options  to  the  Optionee to purchase shares of the Corporation's
common  stock  (the  "Shares").  The  stock  options  granted  herein  are  not
"incentive  stock  options"  under  Section  422 of the Internal Revenue Code of
1986,  as  amended.

NOW THEREFORE, specifically incorporating these recitals herein, it is agreed as
follows:

                                    AGREEMENT

                                    SECTION 1
                                GRANT OF OPTIONS

1.1     NUMBER  OF  SHARES.  Subject  to  the  terms  and  conditions  of  this
Agreement,  the  Corporation  grants  to  Optionee, Options to purchase from the
Corporation  nine  million  (9,000,000)  shares  (the  "Option  Shares").

1.2     EXERCISE  PRICE.  Each Option Share is exercisable, upon vesting, at the
greater  of  $1.95,  or  sixty  percent  (60%)  of the closing sale price of the
Company's  common  stock on the day immediately preceding the date of the notice
to  exercise  (the  "Option  Price").

1.3     TERM.  The  Expiration  Date  for  all  Options shall be April 20, 2005.

1.4     VESTING.  The  Option  Shares  shall  vest on issuance.  The options are
further  subject  to  any  applicable  regulatory  requirements.

1.5     CONDITIONS  OF  OPTION.  The  Options  may be exercised immediately upon
vesting,  subject  to  the  terms and conditions as set forth in this Agreement.

                                    SECTION 2

                               EXERCISE OF OPTION

2.1     DATE  EXERCISABLE.  The  Options shall become exercisable by Optionee in
accordance  with  Section  1.4  above.

2.2     MANNER OF EXERCISE OF OPTIONS AND PAYMENT FOR COMMON STOCK.  The Options
may  be exercised by the Optionee, in whole or in part, by giving written notice
to  the  Secretary  of  the Corporation, setting forth the number of Shares with
respect  to which Options are being exercised.  The purchase price of the Option
Shares  upon  exercise  of  the Options by the Optionee shall be paid in full in
cash,  or  as  otherwise  permitted  by  the  Company's  stock  option  plan.

2.3     LIMITATION  ON  CONVERSION.  The  exercise  rights  of Optionee shall be
limited  such  that,  unless Optionee gives written notice 75 days in advance to


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the  Corporation  of Optionee's intention to exceed the Limitation on Conversion
as  defined  herein, with respect to all or a specified amount of the Option and
the corresponding number of the underlying shares, in no instance shall Optionee
(singularly, together with any Persons who in the determination of the Optionee,
together  with  the Optionee, constitute a group as defined in Rule 13d-5 of the
Exchange  Act)  be  entitled  to exercise the Option to the extent such exercise
would  result in Optionee beneficially owning more than five percent (5%) of the
outstanding  shares  of  common  stock  of the Corporation.  For these purposes,
beneficial  ownership  shall  be  defined and calculated in accordance with Rule
13d-3,  promulgated  under the Exchange Act (the foregoing being herein referred
to  as  the  "Limitation  on  Conversion").
              --------------------------

2.4     STOCK  CERTIFICATES.  Promptly after any exercise in whole or in part of
the Options by Optionee, the Corporation shall deliver to Optionee a certificate
or  certificates for the number of Shares with respect to which the Options were
so  exercised,  registered  in  Optionee's  name.

                                    SECTION 3
                               NONTRANSFERABILITY

3.1     RESTRICTION.  The  Options  are  not  transferable  by  Optionee.

                                    SECTION 4
                   NO RIGHTS AS SHAREHOLDER PRIOR TO EXERCISE

4.1     Optionee  shall  not  be  deemed  for any purpose to be a shareholder of
Corporation  with  respect  to  any  shares  subject  to  the Options under this
Agreement  to  which  the  Options  shall  not  have  been  exercised.

                                    SECTION 5
                                   ADJUSTMENTS

5.1     NO  EFFECT ON CHANGES IN CORPORATION'S CAPITAL STRUCTURE.  The existence
of the Options shall not affect in any way the right or power of the Corporation
or  its  shareholders  to  make  or authorize any adjustments, recapitalization,
reorganization,  or  other changes in the Corporation's capital structure or its
business,  or  any  merger  or consolidation of the Corporation, or any issue of
bonds,  debentures,  preferred  or  preference  stocks ahead of or affecting the
Option Shares, or the dissolution or liquidation of the Corporation, or any sale
or transfer of all or any part of its assets or business, or any other corporate
act  or  proceeding,  whether  of  a  similar  character  or  otherwise.

5.2     ADJUSTMENT  TO  OPTION  SHARES.  The  Option  Shares  are  subject  to
adjustment  upon  recapitalization,  reclassification,  consolidation,  merger,
reorganization, stock dividend, reverse or forward stock split and the like.  If
the  Corporation  shall  be  reorganized,  consolidated  or  merged with another
corporation,  Optionee  shall  be  entitled  to receive upon the exercise of the
Option  the  same  number  and  kind  of  shares  of stock or the same amount of
property,  cash  or  securities  as Optionee would have been entitled to receive
upon  the  happening  of  any  such  corporate  event  as  if Optionee had been,
immediately  prior  to such event, the holder of the number of Shares covered by
the  Option.


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                                    SECTION 6
                            TERMINATION OF CONSULTANT

6.1     If  Optionee  voluntarily  terminates  its  status  as  consultant,  all
non-vested  options  received by Optionee hereunder will become immediately void
and  of  no  further  effect.  Further,  Optionee may thereafter have 90 days to
exercise  all vested options following which time all such non-exercised options
shall  become  void  and of no further effect.  If the Optionee is terminated as
consultant  by  the  Corporation,  or  if  Optionee  dies  while  serving  as  a
consultant,  all  options received by Optionee shall become immediately void and
of  no  further  effect.

                                    SECTION 7
                            MISCELLANEOUS PROVISIONS

7.1     DISPUTES.  Any  dispute  or  disagreement  that  may arise under or as a
result  of  this  Agreement,  or  any  question as to the interpretation of this
Agreement,  may  be  determined  by  the Corporation's Board of Directors in its
absolute and uncontrolled discretion, and any such determination shall be final,
binding,  and  conclusive  on  all  affected  persons.

7.2     NOTICES.  Any  notice  that a party may be required or permitted to give
to  the other shall be in writing, and may be delivered personally, by overnight
courier  or  by  certified or registered mail, postage prepaid, addressed to the
parties  at  their  current principal addresses, or such other address as either
party,  by  notice  to  the  other,  may designate in writing from time to time.

7.3     LAW  GOVERNING.  This  Agreement  shall  be governed by and construed in
accordance  with  the  laws  of  the  State  of  Delaware.

7.4     TITLES  AND  CAPTIONS.  All section titles or captions contained in this
Agreement  are  for convenience only and shall not be deemed part of the context
nor  effect  the  interpretation  of  this  Agreement.

7.5     ENTIRE  AGREEMENT.  This  Agreement  contains  the  entire understanding
between  the  parties  and  supersedes  any  prior understandings and agreements
between  them  respecting  the  subject  matter  of  this  Agreement.

7.6     AGREEMENT  BINDING.  This  Agreement  shall  be  binding upon the heirs,
executors,  administrators,  successors  and  assigns  of  the  parties  hereto.

7.7     PRONOUNS  AND PLURALS.  All pronouns and any variations thereof shall be
deemed  to  refer to the masculine, feminine, neuter, singular, or plural as the
identity  of  the  person  or  persons  may  require.

7.8     FURTHER  ACTION.  The  parties  hereto  shall  execute  and  deliver all
documents,  provide  all information and take or forbear from all such action as
may  be  necessary  or  appropriate  to  achieve  the purposes of the Agreement.

7.9     PARTIES  IN  INTEREST.  Nothing  herein  shall be construed to be to the
benefit  of  any third party, nor is it intended that any provision shall be for
the  benefit  of  any  third  party.

7.10     SAVINGS CLAUSE.  If any provision of this Agreement, or the application
of  such  provision  to  any  person or circumstance, shall be held invalid, the
remainder  of this Agreement, or the application of such provision to persons or
circumstances  other  than  those  as  to which it is held invalid, shall not be
affected  thereby.

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

SPECTRUM  SCIENCES  &
SOFTWARE  HOLDINGS  CORP.


By:  /s/ William  H.  Ham,  Jr.
     --------------------------------
     Name:  William  H.  Ham,  Jr.
     Title: Executive  Vice  President

The  undersigned Optionee hereby acknowledges receipt of an executed original of
this  Stock Option Agreement, accepts the Options granted thereunder, and agrees
to  the  terms  and  conditions  thereof.

OPTIONEE

/s/ Robert  Genovese
------------------------------
Robert  Genovese


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                  SPECTRUM SCIENCES AND SOFTWARE HOLDINGS CORP.


                       NOTICE OF EXERCISE OF STOCK OPTION

The  undersigned hereby exercises the Stock Options granted by Spectrum Sciences
&  Software  Holdings Corp. and seeks to purchase ____________________ shares of
Common  Stock  of  the  Corporation  pursuant  to said Options.  The undersigned
understands that this exercise is subject to all the terms and provisions of the
Stock  Option  Agreement  dated  as  of  April  20,  2004.



(Check  Applicable  Box)

     Enclosed  is a check in the sum of US $_____________________ as payment for
such  shares.

                                      -or-

     Please  convert  US  $_____________________  of  debt  as  payment for such
shares.


-----------------------------------
Signature  of  Optionee


-----------------------------------
Date:


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