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                             A.B. WATLEY GROUP INC.
               SECOND AMENDED AND RESTATED 1998 STOCK OPTION PLAN



         SECTION 1. Establishment. There is hereby established the Second
Amended and Restated A.B. Watley Group Inc. 1998 Stock Option Plan
("Plan"), pursuant to which employees (including officers), directors,
consultants and other persons who perform substantial services for or on behalf
of A.B. Watley Group Inc. and/or its subsidiaries (the "Company") may
be granted options to purchase shares of common stock of the Company, par value
$.001 per share ("Common Stock"), and thereby share in the future growth of the
business. The subsidiaries of the Company included in this Plan (the
"Subsidiaries") shall be any subsidiary of the Company as defined in Section 424
of the Internal Revenue Code of 1986, as amended (the "Code").

         SECTION 2. Status of Options. The options which may be granted pursuant
to this Plan will constitute either incentive stock options within the meaning
of Section 422 of the Code ("Incentive Stock Options") or options which are not
Incentive Stock Options ("Non-incentive Stock Options"). Incentive Stock Options
and Non-incentive Stock Options shall be collectively referred to herein as
"Options".

         SECTION 3. Eligibility. All employees (including officers, whether or
not they are members of the Board of Directors) of the Company or any of its
Subsidiaries who are employed at the time of the adoption of this Plan or
thereafter, any directors of the Company, and any consultants and other persons
who perform substantial services for or on behalf of the Company, any of its
Subsidiaries or affiliates, or any entity in which the Company has an interest
(collectively, the "Grantees") shall be eligible to be granted Non-incentive
Stock Options under this Plan. All employees (including officers, whether or not
they are members of the Board of Directors) of the Company or any of its
Subsidiaries who are employed at the time of adoption of this Plan or thereafter
shall be eligible to be granted Incentive Stock Options under this Plan.

         SECTION 4. Number of Shares Covered by Options; No Preemptive Rights.
The total number of shares which may be issued and sold pursuant to Options
granted under this Plan shall be 800,000 shares of Common Stock (or the number
and kind of shares of stock or other securities which, in accordance with
Section 9 of this Plan, shall be substituted for such shares of Common Stock or
to which said shares shall be adjusted; hereinafter, all references to shares of
Common Stock are deemed to be references to said shares or shares so adjusted.)
The issuance of shares upon exercise of an Option shall be free from any
preemptive or preferential right of subscription or purchase on the part of any
shareholder. If any outstanding Option granted under

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this Plan expires or is terminated, for any reason, the shares of Common Stock
subject to the unexercised portion of the Option will again be available for
Options issued under this Plan.

         SECTION 5. Administration.

         (a) This Plan shall be administered by the Board of Directors of the
Company (the "Board"). Subject to the express provisions of this Plan, the Board
shall have complete authority, in its discretion, to interpret this Plan, to
prescribe, amend and rescind rules and regulations relating to it, to determine
the terms and provisions of the respective option agreements (which need not be
identical), to determine the Grantees to whom, and the times and the prices at
which, Options shall be granted, the option periods, the number of shares of the
Common Stock to be subject to each Option and, as limited by Section 3 hereof,
whether each Option shall be an Incentive Stock Option or a Non-incentive Stock
Option, and to make all other determinations necessary or advisable for the
administration of the Plan. Each Option shall be clearly identified at the time
of grant as to its status. In making such determinations, the Board may take
into account the nature of the services rendered by the respective Grantees,
their present and potential contributions to the success of the Company and such
other factors as the Board, in its discretion, shall deem relevant. Nothing
contained in this Plan shall be deemed to give any Grantee any right to be
granted an Option to purchase shares of Common Stock except to the extent and
upon such terms and conditions as may be determined by the Board. The Board's
determination on all of the matters referred to in this Section 5 shall be
conclusive.

         (b) The Board may at its election provide in any option agreement
covering the grant of Options under this Plan that, upon the exercise of such
Options, the Company will loan to the holder thereof such amount as shall equal
the purchase price of the shares of Common Stock issuable upon such exercise,
such loan to be on terms and conditions deemed appropriate by the Board.

         (c) Notwithstanding any provision hereof to the contrary, the Board
shall have sole and exclusive authority with respect to the grant of Options to
directors.

         SECTION 6. Terms of Incentive Stock Options. Each Incentive Stock
Option granted under this Plan shall be evidenced by an Incentive Stock Option
Agreement which shall be executed by the Company and by the person to whom such
Incentive Stock Option is granted, and shall be subject to the following terms
and conditions:

         (a) The price at which shares of Common Stock covered by each Incentive
Stock Option may be purchased pursuant thereto shall be determined in each case
on the date of grant by the Board, but shall be an amount not less than the par
value of such shares and not less than the fair market value of such shares on
the date of grant. For purposes of this Section and Section 7, the fair market
value of shares of Common Stock on any day shall be (i) in the event the Common
Stock is not publicly traded, the fair market value on such day as determined in
good faith by the

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Board or (ii) in the event the Common Stock is publicly traded, the last sale
price of a share of Common Stock as reported by the principal quotation service
on which the Common Stock is listed, if available, or, if last sale prices are
not reported with respect to the Common Stock, the mean of the high bid and low
asked prices of a share of Common Stock as reported by such principal quotation
service, or, if there is no such report by such quotation service for such day,
such fair market value shall be the average of (i) the last sale price (or, if
last sale prices are not reported with respect to the Common Stock, the mean of
the high bid and low asked prices) on the day next preceding such day for which
there was a report and (ii) the last sale price (or, if last sale prices are not
reported with respect to the Common Stock, the mean of the high bid and low
asked prices) on the day next succeeding such day for which there was a report,
or as otherwise determined by the Board in its discretion pursuant to any
reasonable method contemplated by Section 422 of the Code and any regulations
issued pursuant to that Section.

         (b) The price of the shares to be purchased pursuant to each Incentive
Stock Option shall be paid in full in cash, or by delivery (i.e., surrender) of
shares of Common Stock of the Company then owned by the Grantee, at the time of
the exercise of the Incentive Stock Option. Shares of Common Stock so delivered
will be valued on the day of delivery for the purpose of determining the extent
to which the option price has been paid thereby, in the same manner as provided
for the purchase price of Incentive Stock Options as set forth in paragraph (a)
of this Section, or as otherwise determined by the Board, in its discretion,
pursuant to any reasonable method contemplated by Section 422 of the Code and
any regulations issued pursuant to that Section.

         (c) Each Incentive Stock Option Agreement shall provide that such
Incentive Stock Option may be exercised by the Grantee, in such parts and at
such times as may be specified in such Agreement, within a period not exceeding
ten years after the date on which the Incentive Stock Option is granted
(hereinafter called the "Incentive Stock Option Period") and, in any event, only
during the continuance of the employee's employment by the Company or any of its
Subsidiaries or during the period of three months after the termination of such
employment to the extent that the right to exercise such Incentive Stock Option
had accrued at the date of such termination; provided, however, that if
Incentive Stock Options as to 100 or more shares are held by a Grantee, then
such Incentive Stock Options may not be exercised for less than 100 shares at
any one time, and if Incentive Stock Options for less than 100 shares are held
by a Grantee, then Incentive Stock Options for all such shares must be exercised
at one time; and provided, further, that if the Grantee, while still employed by
the Company or any of its Subsidiaries, shall die or become disabled (within the
meaning of Section 22(e)(3) of the Code) within the Incentive Stock Option
Period, the Incentive Stock Option may be exercised, to the extent specified in
the Incentive Stock Option Agreement, and as herein provided, but only prior to
the first to occur of:

                  (i) the expiration of the period of one year after the date of
the Grantee's death or disability, or

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                  (ii)  the expiration of the Incentive Stock Option Period,
by the person or persons entitled to do so under the Grantee's will, or, if the
Grantee shall fail to make testamentary disposition of said Incentive Stock
Option, or shall die intestate, by the Grantee's legal representative or
representatives.

         (d) Each Incentive Stock Option granted under this Plan shall by its
terms be non-transferable by the Grantee except by will or by the laws of
descent and distribution, and each Incentive Stock Option shall by its terms be
exercisable during the Grantee's lifetime only by him.

         (e) Notwithstanding the foregoing, if an Incentive Stock Option is
granted to a person at any time when such person owns, within the meaning of
Section 424(d) of the Code, more than 10% of the total combined voting power of
all classes of stock of the employer corporation (or a parent or subsidiary of
such corporation within the meaning of Section 424 of the Code), the price at
which each share of Common Stock covered by such Incentive Stock Option may be
purchased pursuant to such Incentive Stock Option shall not be less than 110% of
the fair market value (determined as in paragraph (a) of this Section) of the
shares of Common Stock at the time the Incentive Stock Option is granted, and
such Incentive Stock Option must be exercised within a period specified in the
Incentive Stock Option Agreement which does not exceed five years after the date
on which such Incentive Stock Option is granted.

         (f) The Incentive Stock Option Agreement entered into pursuant hereto
may contain such other terms, provisions and conditions not inconsistent
herewith as shall be determined by the Board including, without limitation,
provisions (i) requiring the giving of satisfactory assurances by the Grantee
that the shares are purchased for investment and not with a view to resale in
connection with a distribution of such shares, and will not be transferred in
violation of applicable securities laws, (ii) restricting the transferability of
such shares during a specified period and (iii) requiring the resale of such
shares to the Company at the option price if the employment of the employee
terminates prior to a specified time. In addition, the Board, in its discretion,
may afford to holders of Incentive Stock Options granted under this Plan the
right to require the Company to cause to be registered under the Securities Act
of 1933, as amended, for public sale by the holders thereof, shares of Common
Stock subject to such Incentive Stock Options upon such terms and subject to
such conditions as the Board may determine to be appropriate.

         (g) In the discretion of the Board, a single Stock Option Agreement may
include both Incentive Stock Options and Non-incentive Stock Options, or those
options may be included in separate stock option agreements.

         SECTION 7. Terms of Non-incentive Stock Options. Each Non-incentive
Stock Option granted under this Plan shall be evidenced by a Non-incentive Stock
Option Agreement which shall be executed by the Company and by the person to
whom such Non-incentive Stock Option is granted, and shall be subject to the
following terms and conditions:

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         (a) The price at which shares of Common Stock covered by each
Non-incentive Stock Option may be purchased pursuant thereto shall be an amount
not less than the par value of such shares and not less than the fair market
value of such shares on the date of grant.

         (b) Each Non-incentive Stock Option Agreement shall provide that such
Non-incentive Stock Option may be exercised by the Grantee, in such parts and at
such times as may be specified in such Agreement, within a period up to and
including ten years after the date on which the Non-incentive Stock Option is
granted.

         (c) Each Non-incentive Stock Option granted under this Plan shall by
its terms be non-transferable by the optionee except by will or by the laws of
descent and distribution, and each Non-incentive Stock Option shall by its terms
be exercisable during the Grantee's lifetime only by him.

         (d) The Non-incentive Stock Option Agreement entered into pursuant
hereto may contain such other terms, provisions and conditions not inconsistent
herewith as shall be determined by the Board, in its sole discretion, including
without limitation the terms, provisions and conditions set forth in Section
6(f) with respect to Incentive Stock Option Agreements.

         SECTION 8. Limit on Option Amount.

         (a) Notwithstanding any provision contained herein, the aggregate fair
market value (determined under Section 6(a) as of the time Incentive Stock
Options are granted) of the shares of Common Stock with respect to which
Incentive Stock Options are first exercisable by any employee during any
calendar year (under all stock option plans of the employee's employer
corporation and its parent and subsidiary corporation within the meaning of
Section 424 of the Code) shall not exceed $100,000. If an Incentive Stock Option
exceeds this $100,000 limitation, the portion of such Option which is
exercisable for shares of Common Stock in excess of the $100,000 limitation
shall be treated as a Non-incentive Stock Option. The limit in this paragraph
shall not apply to Options which are designated as Non-incentive Stock Options,
and, except as otherwise provided herein, there shall be no limit on the amount
of such Options which may be first exercisable in any year.

         (b) Notwithstanding any provision contained herein, grants of options
under this Plan to any one optionee who is an employee of the Company shall be
limited to Options to purchase no more than 150,000 shares of Common Stock per
calendar year (subject to adjustment in the event of a stock split).

         SECTION 9. Adjustment of Number of Shares.

         (a) In the event that a dividend shall be declared upon the shares of
Common

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Stock payable in shares of Common Stock, the number of shares of Common Stock
then subject to any Option granted hereunder, and the number of shares reserved
for issuance pursuant to this Plan but not yet covered by an Option, shall be
adjusted by adding to each of such shares the number of shares which would be
distributable thereon if such share had been outstanding on the date fixed for
determining the shareholders entitled to receive such stock dividend. In the
event that the outstanding shares of Common Stock shall be changed into or
exchanged for a different number or kind of shares of stock or other securities
of the Company or of another corporation, whether through reorganization,
recapitalization, stock split-up, combination of shares, merger or
consolidation, then there shall be substituted for each share of Common Stock
subject to any such Option and for each share of Common Stock reserved for
issuance pursuant to the Plan but not yet covered by an Option, the number and
kind of shares of stock or other securities into which each outstanding share of
Common Stock shall be so changed or for which each such share shall be
exchanged; provided, however, that in the event that such change or exchange
results from a merger or consolidation, and in the judgment of the Board such
substitution cannot be effected or would be inappropriate, or if the Company
shall sell all or substantially all of its assets, the Company shall use
reasonable efforts to effect some other adjustment of each then outstanding
Option which the Board, in its sole discretion, shall deem equitable. In the
event that there shall be any change, other than as specified above in this
Section 9(a), in the number or kind of outstanding shares of Common Stock or of
any stock or other securities into which such shares of Common Stock shall have
been changed or for which they shall have been exchanged, then, if the Board
shall determine that such change equitably requires an adjustment in the number
or kind of shares theretofore reserved for issuance pursuant to the Plan but not
yet covered by an Option and of the shares then subject to an Option or Options,
such adjustment shall be made by the Board and shall be effective and binding
for all purposes of this Plan and of each stock option agreement.
Notwithstanding the foregoing, if any adjustment in the number of shares which
may be issued and sold pursuant to Options is required by the Code or
regulations issued pursuant thereto to be approved by the stockholders in order
to enable the Company to issue Incentive Stock Options pursuant to this Plan,
then no such adjustment shall be made without the approval of the stockholders.
In the case of any such substitution or adjustment as provided for in this
Section 9(a), the option price in each stock option agreement for each share
covered thereby prior to such substitution or adjustment will be the total
option price for all shares of stock or other securities which shall have been
substituted for each such share or to which such share shall have been adjusted
pursuant to this Section 9. No adjustment or substitution provided for in this
Section 9 shall require the Company, in any stock option agreement, to sell a
fractional share, and the total substitution or adjustment with respect to each
stock option agreement shall be limited accordingly. Notwithstanding the
foregoing, in the case of Incentive Stock Options, if the effect of the
adjustments or substitution is to cause the Incentive Stock Option to fail to
continue to qualify as an Incentive Stock Option or to cause a modification,
extension or renewal of such Incentive Stock Option within the meaning of
Section 424 of the Code, the Board of Directors shall use reasonable efforts to
effect such other adjustment of each then outstanding option as the Board of
Directors, in its sole discretion, shall deem equitable.

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         (b) In the event that the Company shall effect a distribution, other
than a normal and customary cash dividend, upon shares of Common Stock, the
Board may, in order to prevent significant diminution in the value of Options as
a result of any such distribution, take such measures as it deems fair and
equitable, including, without limitation, the adjustment of the option price per
share for shares not issued and sold hereunder prior to the record date for said
distribution.

         SECTION 10. Amendments. This Plan may be terminated or amended from
time to time by vote of the Board; provided, however, that no such termination
or amendment shall materially adversely affect or impair any then outstanding
Option without the consent of the Grantee thereof and no amendment which shall
(i) change the total number of shares which may be issued and sold pursuant to
Options granted under this Plan, or (ii) change the designation or class of
employees or other persons eligible to receive Incentive Options or
Non-incentive Options, shall be effective without the approval of the
stockholders. Notwithstanding the foregoing, the Plan may be amended by the
Board to incorporate any amendments made to the Code or regulations promulgated
thereunder which the Board deems to be necessary or desirable to preserve (i)
incentive stock option status for outstanding Incentive Stock Options and the
ability to issue Incentive Stock Options pursuant to the Plan, and (ii) the
deductibility by the Company pursuant to Section 162(m) of the Code of amounts
taxed to Plan participants as ordinary compensation income.

         SECTION 11. Effective Date and Termination. The Plan shall become
effective on the date hereof, subject to timely adoption and approval by the
stockholders of the Company. Except to the extent necessary to govern
outstanding Options, this Plan shall terminate on, and no additional Options
shall be granted after, ten years from the date of first adoption of the Plan
and approval by the stockholders. (March 16, 1998)

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