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                                                                    EXHIBIT 10.2



                          DIGITAL COMMERCE CORPORATION

                             1998 STOCK OPTION PLAN

         1. NAME AND PURPOSE. The purpose of this Plan, which shall be known as
the Digital Commerce Corporation 1998 Stock Option Plan ("Plan"), is to advance
the interests of Digital Commerce Corporation ("Company") by providing a
material incentive for the continued services of those key employees, officers,
and directors of and consultants to the Company or its Subsidiaries, who make
significant contributions toward the Company's success and development, by
encouraging those key employees (including officers), directors, and consultants
to increase their proprietary interest in the Company and by attracting new,
able executives to employment with the Company or its Subsidiaries.

         2. DEFINITIONS. For purposes of this Plan, the following terms, when
capitalized, shall have the meanings designated herein unless a different
meaning is plainly required by the context. Where applicable, the masculine
pronoun shall mean or include the feminine and the singular shall include the
plural.

         (a) "Board" shall mean the Board of Directors of the Company.

         (b) "Committee" shall mean a Stock Option Committee of not less than
two directors of the Company who shall be appointed by and serve at the pleasure
of the Board. Each director on the Committee shall be a Non-Employee Director
(as such term is defined in Rule 16b-3(b)(3)(i) of the Securities and Exchange
Act of 1934). The Board may appoint an existing committee to act as the Stock
Option Committee, provided that its members satisfy the eligibility provisions
of this Paragraph 2(b). If no Stock Option Committee is appointed, then the
Board shall act as the Committee.

         (c) "Consultant" shall mean any independent agent, consultant, or
attorney to or for the Company or a Subsidiary who, in the opinion of the Board,
has demonstrated a capacity for contributing in a substantial measure to the
success of the Company and its Subsidiaries, except for consultants residing in
any state in which an exemption from registration under such state's securities
laws would not be available for this Plan.

         (d) "Effective Date" shall mean the date on which this Plan shall have
been approved by the directors or by the shareholders of the Company.

         (e) "Fair Market Value" of the Company's common shares on a certain
date shall mean, if the Company's common shares are listed on a recognized stock
exchange or the Nasdaq system, the average of the closing bid and asked prices
as quoted by such exchange or Nasdaq on the date specified, or if the Company's
common shares are not quoted on an exchange or Nasdaq on such date, on the next
preceding date on which the common shares are traded. If the Company's common
shares are not listed on an exchange or Nasdaq, then "Fair Market Value" of the
common shares on



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a certain date shall be that value which the Board or the Committee determines,
in good faith, to be the fair market value of the common shares on such date.


         (f) "Key Employee" shall mean any employee (including officers) of the
Company or a Subsidiary who, in the opinion of the Board, has demonstrated a
capacity for contributing in a substantial measure to the success of the Company
and its Subsidiaries. A director of the Company or a Subsidiary may be a Key
Employee if he is also an employee of the Company or a Subsidiary.

         (g) "Non-Qualified Stock Options" shall mean those options, granted by
the Company pursuant to this Plan, which do not qualify for favorable tax
treatment under Section 422 of the Internal Revenue Code of 1986 (the "Code").

         (h) "Participant" shall mean a Key Employee, Participating Director, or
Consultant selected by the Board to receive options, whether Qualified Incentive
Stock Options or Non-Qualified Stock Options, granted under this Plan.

         (i) "Participating Director" shall mean any director of the Company or
any Subsidiary who, in the opinion of the Board, has demonstrated a capacity for
contributing in a substantial measure to the success of the Company and its
Subsidiaries.

         (j) "Qualified Incentive Stock Options" shall mean those options
granted by the Company pursuant to the Plan which qualify for favorable tax
treatment under Section 422 of the Code.

         (k) "Subsidiary" shall mean an entity in which 50% or more of the
common stock or, in the case of a partnership, 50% or more of the capital
interest thereof, is owned directly or indirectly by the Company, or that is a
member with the Company in a controlled group of corporations, or is otherwise
under common control with the Company within the meaning of Section 414(b) and
(c) of the Code.

         3. ADMINISTRATION; SELECTION OF PARTICIPANTS.

         (a) The Plan shall be administered by the Board or, at its discretion,
by the Committee, which shall select the Participants and shall grant to the
Participants stock options under, and in accordance with, the provisions of the
Plan. To the extent the Committee administers the Plan, all references herein to
the "Board" shall mean the "Committee." The stock options granted under this
Plan to Participants may be either qualified Incentive Stock Options (to Key
Employees) or Non-Qualified Stock Options, within the discretion of the Board.

         (b) Subject to the express provisions of this Plan, the Board shall
have authority to adopt regulations and procedures which are consistent with the
terms of this Plan; to adopt and amend stock option agreements between the
Company and a Participant as they deem advisable and to determine the terms and
provisions of such stock option agreements, including the number of shares with
respect to which options are granted to a Participant, the option price for such
shares, and the



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date or dates when the option or parts of it may be exercised, which terms shall
comply with any applicable requirements of Paragraph 5 below; to construe and
interpret such stock option agreements and to impose therein such limitations
and restrictions as are deemed necessary or advisable by counsel for the Company
so that compliance with the federal securities laws and with the securities laws
of the various states may be assured; and to make all other determinations
necessary or advisable for administering this Plan. All decisions and
interpretations made by the Board shall be binding and conclusive on all
Participants, their legal representatives and beneficiaries.

         4. STOCK SUBJECT TO THE PLAN.

         (a) The stock to be issued and delivered by the Company upon exercise
of options granted under this Plan (whether Qualified Incentive Stock Options or
Non-Qualified Stock Options) are shares of the Company's Common Stock, $0.01 par
value per share, which may be either authorized but unissued shares, or treasury
shares, in the discretion of the Board.

         (b) The aggregate number of the Company's common shares which may be
issued under this Plan shall not exceed 2,100,000; subject, however, to the
adjustment provided in Paragraph 11 in the event of stock splits, certain stock
dividends, exchanges of shares, or the like, occurring after the Effective Date.
No stock option may be granted under this Plan which could cause such maximum
limit to be exceeded.

         (c) Shares covered by an option which is no longer exercisable with
respect to such shares shall again be available for issuance in connection with
other options granted under this Plan.

         5. TERMS OF OPTIONS. Options granted under the Plan shall be evidenced
by stock option agreements authorized by the Board and executed by a duly
authorized officer of the Company. Such stock option agreements shall contain
such terms as the Board shall determine, subject to the following limitations
and requirements.

         (a) OPTION PRICE: The option price per common share shall be not less
than 100% of the Fair Market Value of the common shares on the date of grant of
such option; provided, however, that the option price of any qualified Incentive
Stock Options granted to any stockholder of the Company who owns at least 10% of
the Company's common shares shall not be less than 110% of such Fair Market
Value.

         (b) PERIOD WITHIN WHICH OPTION MAY BE EXERCISED: In general, and
subject to the provisions of Paragraphs 5(c) and 12, options granted under the
Plan will become exercisable on the dates and in the amounts set forth in the
stock option agreement between the Company and the Participant. Each option
granted under this Plan shall terminate (become nonexercisable) after the
expiration of ten years from the date of grant of such option; provided,
however, the Qualified Incentive Stock Options granted to any stockholder of the
Company who owns, at the time of grant, at least 10% of the Company's common
shares, shall terminate after the expiration of five years from




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the date of grant of such option. Regardless of the immediately preceding
sentence, the Board shall have the discretion to set a shorter termination
period.


         (c) TERMINATION OF OPTION BY REASON OF TERMINATION OF EMPLOYMENT,
DIRECTORSHIP, OR CONSULTANCY:

                  i. Upon termination of a Key Employee's employment with the
Company or a Subsidiary, and unless otherwise provided in the stock option
agreement, all options granted under this Plan to such Participant which are not
exercisable on the date of such termination shall immediately terminate, and any
remaining exercisable options shall terminate if not exercised before the
expiration of the applicable period specified below, or at such earlier time as
may be applicable under Subparagraph 5(b) above:

         (A) No later than three (3) months following such termination of
         employment if such termination was not a result of death or retirement
         of the Participant.

         (B) No later than six (6) months following such termination of
         employment if such termination was because of death, or because of
         retirement under the provisions of any retirement plan of the Company
         or any Subsidiary, or with the consent of the Company.

                  ii. Whether time spent on leave of absence granted by the
Company or any Subsidiary shall constitute continued employment for purposes of
this Plan, shall be determined by the Board in its sole discretion.

                  iii. Notwithstanding the foregoing, the Board may, in its sole
discretion, impose more restrictive conditions on the exercise of an option
granted under the Plan, including, without limitation, providing for no exercise
of any option after termination of a Key Employee's employment; however, any and
all such conditions shall be specified in the stock option agreement limiting
and defining such option.

                  iv. The Board may, in its sole discretion, impose similar
conditions upon the exercise of any options granted to Participating Directors
(who are not Key Employees) or Consultants, but is not required to do so.

                  v. Notwithstanding the foregoing provisions of this
Subparagraph 5(c), the stock option agreement may provide that in the event of
the termination of a Key Employee's employment, the Company shall repurchase or
offer to repurchase some or all unexercised and vested options, or common stock
issued upon the exercise of such options, upon such terms and conditions as are
set forth in the stock option agreement.

                  vi. Notwithstanding the foregoing provisions of this
Subparagraph 5(c), the Board may in the stock option agreement provide, or may
unilaterally amend the stock option agreement to provide, that: (A) the time in
which an option may be exercised upon termination of employment,



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directorship, or consultancy may exceed the time set forth in Subparagraph
5(c)(i), and (B) options not exercisable at such termination of employment,
directorship, or consultancy shall not terminate at such time but may
nevertheless may be exercised until the expiration of the earlier of the
exercise period contained in such stock option agreement or amendment
(regardless of such termination of employment, directorship, or consultancy) or
such shorter period as provided therein.

         (d) NON-TRANSFERABILITY: No option under this Plan shall be assignable
or transferable except, in the event of the death of a Participant, by his will
or by the laws of descent and distribution. In the event of the death of a
Participant, the representative of his estate, or the person or persons who
acquired (by bequest or inheritance) the rights to exercise his stock options
granted under the Plan, may exercise any of the unexercised options or part
thereof prior to the expiration of the applicable exercise period, as specified
in Subparagraph 5(b) and 5(c) above, or in the stock option agreement relating
to such options. No transfer of an option by a participant by will or by laws of
descent and distribution shall be effective to bind the Company unless the
Company shall have been furnished with written notice thereof and a copy of the
will and such other evidence as the Company may deem necessary to establish the
validity of the transfer and the acceptance by the transferee or transferees of
the terms and conditions of such option.

         (e) MORE THAN ONE OPTION GRANTED TO A PARTICIPANT: More than one
option, and more than one form of option, may be granted to a Participant under
this Plan.

         (f) PARTIAL EXERCISE: Unless otherwise provided in the stock option
agreement, any exercise of an option granted under this Plan may be made in
whole or in part.

         (g) LIMITATION ON ACCOUNT OF QUALIFIED INCENTIVE STOCK OPTIONS: To the
extent that the aggregate Fair Market Value of stock with respect to which
Qualified Incentive Stock Options become exercisable by a Participant for the
first time during any calendar year (including all such plans of the Company and
its Subsidiaries) exceeds $100,000, those Qualified Incentive Stock Options
exercisable for the first time in a calendar year that cause the aggregate Fair
Market Value of stock issuable upon the exercise of such options to exceed
$100,000 during such calendar year shall be treated as Non-Qualified Stock
Options, and the remaining options exercisable for the first time in a calendar
year shall continue to be treated as Qualified Incentive Stock Options. For
purposes of this subsection, the Fair Market Value of stock shall be determined
at the time the option is granted.

         6. PERIOD OF GRANTING OPTIONS. No option shall be granted under this
Plan subsequent to ten years after the Effective Date.

         7. NO EFFECT UPON EMPLOYMENT STATUS OR STATUS AS DIRECTOR OR
CONSULTANT. The fact that an employee, director, or consultant has been selected
as a Participant shall not limit or otherwise qualify the right of the Company
to terminate his employment, directorship, or consultancy with the Company at
any time, nor shall it be deemed a promise or commitment by the Company to
continue such person's employment, directorship, or consultancy.




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         8. METHOD OF EXERCISE. Any option granted under this Plan may be
exercised by written notice to the Board, signed by the Participant, or by such
other person as is entitled to exercise such option. The notice of exercise
shall state the number of shares in respect of which the option is being
exercised, and shall be accompanied by the payment, in cash, in the form of a
written commitment by a broker-deal to pay to the Company that portion of any
sale proceeds receivable by the optionee upon exercise of an option granted
hereunder, in any other instrument acceptable to the Company, in any other form
acceptable to the Company or provided in the grant of options, and/or, as
provided below, in the common shares of the Company, of the full option price
for such shares. At the written request of the Participant and upon approval by
the Board, shares acquired pursuant to the exercise of any option may be paid
for at the time of exercise by the surrender of common shares of the Company
held by or for the account of the Participant at the time of exercise (for
Qualified Incentive Stock Options only to the extent permitted by subsection
(c)(4) of Section 422 of the Code, without liability to the Company). In such
case, the fair market value of the surrendered shares shall be determined by the
Board as of the date of exercise in the same manner as such value is determined
upon the grant of an option. A certificate or certificates for the common shares
of the Company purchased through the exercise of an option shall be issued in
the regular course after the exercise of an option and payment therefor. The
Company shall be afforded reasonable opportunity after exercise of any option to
comply with any requirements for stock exchange listing, for registration under
applicable securities or other laws and for compliance with other laws and
regulations, if any, before issuance of the shares being purchased on such
exercise. During the option period, no person entitled to exercise any option
granted under this Plan shall have any of the rights or privileges of a
shareholder with respect to any shares issuable upon exercise of such option
until certificates representing such shares shall have been issued and
delivered. The exercise of any option shall be contingent upon receipt from the
Participant of a representation that, at the time of such exercise, it is his or
her then present intention to acquire the shares being purchased for investment
and not for distribution (unless the Plan has been duly registered under the
Securities Act of 1933 ("1933 Act") and the Company has waived the requirement
that such representation be made, or unless the Company has received an opinion
of counsel acceptable to it that the resale of such shares is exempt from the
registration requirements of the 1933 Act and applicable state securities laws).

         9. RESTRICTIONS ON SHARES; SECURITIES REGISTRATION.

         (a) The certificates for Common Stock to be delivered upon proper
exercise of the option ("Option Stock") shall contain legends substantially as
set forth below:

         "The shares represented by this certificate have not been registered
         under the Securities Act of 1933, as amended ("1933 Act"). Such shares
         may not be offered for sale, sold, delivered after sale, transferred,
         pledged or hypothecated in the absence of an effective registration
         statement covering such shares under the 1933 Act or an exemption under
         the 1933 Act which, in the opinion of counsel satisfactory to the
         Company, makes such registration unnecessary."

         "The shares of stock represented by this certificate are subject to and
         are not transferable on the books of the Company except in accordance
         with the Company's




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         Stock Option Plan and the agreement between the Company and the
         shareholder relating to the granting of options, copies of which are on
         file at the office of the Company."

         (b) If the Company shall nevertheless deem it necessary or desirable to
register any Option Stock to be issued pursuant to the Plan under the 1933 Act
or other applicable statutes or to qualify any such shares for exemption from
the 1933 Act under any rule or regulation of the Securities and Exchange
Commission or under the 1933 Act, then the Company shall take such action at its
own expense before delivery of such shares, but nothing contained herein shall
be deemed, in any manner, to require the Company to register the Option Stock
under the 1933 Act or to qualify the shares for any exemption under the 1933
Act.

         10. IMPLIED CONSENT OF PARTICIPANTS. Every Participant, by his
acceptance of an option under this Plan, shall be deemed to have consented to be
bound, on his own behalf and on behalf of his heirs, assigns, and legal
representatives, by all of the terms and conditions of this Plan.

         11. SHARE ADJUSTMENTS. In the event there is any change in the
Company's common shares resulting from stock splits, stock dividends of more
than 5% in any year, combination or exchanges of shares, or other similar
capital adjustments, equitable proportionate adjustments shall be made by the
Board in (1) the number of shares available for option under this Plan, (2) the
number of shares subject to options granted under this Plan, and (3) the option
price of optioned shares.

         12. MERGER, CONSOLIDATION, OR SALE OF ASSETS; CHANGE IN CONTROL OF THE
COMPANY. In the event the Company shall consolidate with, merge into, or
transfer all or substantially all of its assets to another corporation or
corporations, all options theretofore granted shall immediately be exercisable
(subject to the limitations contained in Subparagraph 5(g)) no later than twenty
(20) days prior to the effective date of such consolidation, merger, or transfer
of assets. In the event of a change in control of the Company or a sale of a
controlling interest in the Company, all options previously granted under this
Plan shall immediately be exercisable not later than the day prior to the
effective date thereof (subject to the provisions contained in Subparagraph
5(g)).

         13. COMPANY RESPONSIBILITY. All expenses of this Plan, including the
cost of maintaining records, shall be borne by the Company. The Company shall
have no responsibility or liability for any act or thing done or left undone
with respect to the price, time, quality, or other conditions and circumstances
of the purchase of shares under the terms of the Plan, so long as the Company
acts in good faith.

         14. USE OF PROCEEDS. The proceeds received by the Company from the sale
of stock under the Plan shall be added to the general funds of the Company and
shall be used for such corporate purposes as the Board shall direct.




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         15. TAX TREATMENT. With respect to Qualified Incentive Stock Options,
the Plan is intended to comply with the provisions of Section 422 of the Code.
Any provisions of the Plan which conflict with the provisions of Section 422
shall be deemed to be hereby amended so as to comply therewith.

         16. LAW GOVERNING. This Plan and the rights of all persons hereunder
shall be governed by, and construed and enforced in accordance with, the laws of
the State of Delaware.

         17. SECURITIES LAWS. The Board shall take all necessary or appropriate
actions to ensure that all option grants and all exercises thereof under this
Plan are in full compliance with all federal and state securities laws.

         18. WITHHOLDING AND DEDUCTIONS. Notwithstanding anything to the
contrary contained herein, if at any time specified herein for the making of any
payment of cash or any delivery of Option Stock to any person, by reason of the
grant of an option, the exercise thereof, or otherwise, any law or regulation of
any governmental authority having jurisdiction in the premises shall require the
Company to withhold, or to make any deduction for any taxes or take any other
action in connection with the payment or delivery then to be made, such payment
or delivery, as the case may be, shall be deferred until such withholding or
deduction shall have been adequately provided for, in the opinion of the Board.

         19. AMENDMENT AND TERMINATION. The Board may terminate this Plan at any
time, and may amend the Plan at any time or from time to time, without obtaining
any approval of the Company's shareholders; except that the Plan may not be
amended, without the consent of the shareholders, (1) to increase the aggregate
number of shares issuable under the Plan (excepting proportionate adjustments
made under Paragraph 11 to give effect to stock splits, etc.); (2) to change the
option price of optioned shares (excepting proportionate adjustments made under
Paragraph 11); (3) to change the requirement that the option price per common
share not be less than 100% of the Fair Market Value of the common shares on the
date the option is granted (or less than 110% in the case of 10% stockholders
being issued Qualified Incentive Stock Options); (4) to extend the time within
which options may be granted or the time within which a granted option may be
exercised; (5) to change, without the consent of the Participant, any option
previously granted to him under the Plan, except as provided herein; (6) if such
amendment would result in a material increase in the cost of the Plan to the
Company; or (7) to comply with Rule 16b-3 (or any successor rule) under the
Securities Exchange Act of 1934. If the Plan is terminated, any unexercised
option shall continue to be exercisable in accordance with its terms, except as
provided in Paragraph 12 above.

         20. SAVINGS PROVISION. With respect to persons subject to Section 16 of
the Securities Exchange Act of 1934, the transactions under this Plan are
intended to comply with all applicable conditions of Rule 16b-3 or its
successors thereunder. To the extent that any provision of this Plan or action
by the Board fails to so comply, it shall be deemed null and void to the extent
required by law. The invalidity or illegality of any provision herein shall not
be deemed to affect the validity of any other provision.






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         21. VARIATIONS IN PRONOUNS. Whenever used in this Plan, unless the
context otherwise requires, words used in the singular shall also include the
plural, and words used in the masculine gender shall also include the feminine
or neuter gender.

         22. CAPTIONS AND HEADINGS. The section and subsection headings and
captions are for reference purposes only and shall not in any way affect the
meaning or interpretation of any such section or subsection of this Plan.







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                          DIGITAL COMMERCE CORPORATION
                             GRANT OF STOCK OPTIONS

                                                          Dated:
                                                                ---------------

Dear ________:

         Digital Commerce Corporation (the "Company") has adopted the Digital
Commerce Corporation 1998 Stock Option Plan (the "Plan"). A copy of the Plan is
annexed to this letter. The Plan permits the Company to grant stock options to
key employees, officers, and directors of and consultants to the Company and its
subsidiaries, as designated by the Company's Stock Option Committee or the Board
of the Directors acting in such capacity (the "Committee"). We are pleased to
inform you that the Committee has granted you an option to purchase up to
___________ shares of the $.01 par value Common Stock of the Company at a price
of $_______ per share. To the maximum extent allowable, such option is a
Qualified Incentive Stock Option for purposes of Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code"); in the event that for any reason
all or a portion of this option is ineligible to be treated as a Qualified
Incentive Stock Option, such portion of this option that is ineligible for
treatment as a Qualified Incentive Stock Option shall automatically, and without
further action by the Company or you, become a non-qualified stock option, and
any remaining portion of such option that remain eligible for treatment as a
Qualified Incentive Stock Option shall continue to be a Qualified Incentive
Stock Option. The date of this grant is the date of this letter set forth above.

         The option is subject to certain conditions, to which you must agree by
signing and returning to the Secretary of the Company a copy of this letter.
These conditions include BUT ARE NOT LIMITED TO the following:

         1. Subject to the terms and conditions, contained in the Plan and in
this letter, the option may first be exercised as set forth below: __________
shares as of _______________; __________ shares as of ________________; and
__________ shares as of ______________________________.

The option shall continue whole or in part at any time from the date hereof
until _______________, five (5) years from the date of grant (the "Termination
Date"), when, in any event, it shall expire to the extent it has not been
exercised; provided, however, that notwithstanding the above, the option may be
terminated at an earlier time as set forth in Section 5 of the Plan. You shall
not have any of the rights or privileges of a shareholder with respect to any
shares issuable upon exercise of this option until certificates representing
such shares shall have been issued and delivered.

         2. In the event that the immediate vesting of such options shall cause
such options to become ineligible to be treated as a Qualified Incentive Stock
Option for purposes of Section 422 of the Code, or in the event that for any
other reason all or a portion of this option is ineligible to be treated as a
Qualified Incentive Stock Option, such portion of this option that is ineligible
for treatment as a Qualified Incentive Stock Option shall automatically, and
without further action by the Company or you, become a non-qualified stock
option, and any remaining portion of such option






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<PAGE>   11

that remain eligible for treatment as a Qualified Incentive Stock Option shall
continue to be a Qualified Incentive Stock Option.

         3. The option must be exercised by written notice to the Board of
Directors of the Company, care of the Secretary of the Company. The notice must
state the number of shares you wish to purchase and must be accompanied by full
payment of the option price for those shares.

         4. You will not be permitted to exercise the option at any time when
its exercise, or the issuance of shares by the Company under the Plan would, in
the opinion of the Company, constitute a violation of any federal or state law
or of the listing requirements of any stock exchange on which the shares of the
Company are listed.

         5. You are the only person who may exercise this option during your
lifetime. You may not transfer it other than by will or under the laws of
descent and distribution. If you should die while any part of the option is
unexercised, then your legal representative may exercise the option for the
applicable period as set forth in Section 5 of the Plan.

         6. A. You agree to hold the shares acquired by your exercise of the
option for investment purposes only and not with a view to resale or
distribution to the public within the meaning of the Securities Act of 1933 (the
"1933 Act") unless made pursuant to an effective registration statement under
the 1933 Act and applicable state securities laws or an exemption therefrom. You
agree, as a condition of any exercise of the option, to sign a letter, in such
form as the Company may require in order to comply with the securities laws as
they may be in effect at the time of your exercise of the option.

         B. You further agree, as a condition of any exercise of the option, to
offer to the Company the right to purchase the shares of stock that you will
receive upon the exercise of the option. The Company shall have the right to
purchase for cash any or all of such shares of stock at the fair market value
(as determined by the Company's Board of Directors) of such stock as of the date
of exercise of the option. The Company's right to purchase shall commence upon
your written exercise of the option and extend for ten (10) days thereafter. The
Company's determination not to purchase shares upon any exercise of your option
shall not be deemed a waiver of the Company's right to purchase shares upon any
subsequent exercise of the option. You understand that circumstances existing at
the time of your exercise of the option may inhibit your sale of the shares. The
provisions of this subparagraph 6(B) shall terminate as to any options exercised
following the initial closing of the initial public offering of the Company's
common stock.

         C. YOU ARE HEREBY PUT ON NOTICE THAT ANY TRANSFER OF THE SHARES
ACQUIRED BY YOUR EXERCISE OF THE QUALIFIED INCENTIVE STOCK OPTION PRIOR TO THE
EXPIRATION OF TWO (2) YEARS FROM THE DATE THAT YOU WERE GRANTED THE OPTION AND
ONE (1) YEAR AFTER THE EXERCISE OF THE OPTION MAY RESULT IN A DISQUALIFYING
EVENT UNDER SECTION 421 OF THE CODE, RESULTING IN SUCH OPTIONS BEING TREATED AS
NON-QUALIFIED STOCK OPTIONS AND BEING SUBJECT TO POTENTIAL TAX IMPACT UPON
EXERCISE OF THE OPTION AND SALE OF THE STOCK.





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         7. You understand that neither the option granted hereby nor the shares
of Common Stock that may be acquired by the exercise of the option have been
registered under the Securities Act of 1933 nor under state securities laws. The
certificates for all shares which you purchase through your exercise of the
option shall bear a legend on their face, substantially as follows:

                  "The shares represented by this certificate have not been
                  registered under the Securities Act of 1933, as amended (the
                  "1933 Act") or under the securities laws of any state. Such
                  shares may not be offered for sale, sold, delivered after
                  sale, transferred, pledged or hypothecated in the absence of
                  an effective registration statement covering such shares under
                  the 1933 Act or state securities laws or an exemption from
                  registration thereunder which, in the opinion of counsel
                  satisfactory to the Company, makes such registration
                  unnecessary."

         8. Prior to your exercise of the option, you have the right to request
that the Company make available to you, without charge, its most recent public
filings, if any, under the 1933 Act and under the Securities Exchange Act of
1934, and such other documents that you may reasonably request in order to make
an informed decision as to whether you should exercise the option.

         9. You agree to notify the Company in writing within thirty (30) days
of the date that you sell or otherwise dispose of the stock acquired through the
exercise of the option granted herein and within thirty (30) days of any
disposition or event that disqualifies the options from being treated as an
incentive stock option under Section 422 of the Code.

         10. As provided by Section 8 of the Plan, in addition to other forms of
exercising the option, you shall have the right to convert this option, by the
surrender of this option and a written notice of conversion duly executed at the
office of the Company (or such other office or agency of the Company as it may
designate by notice in writing to you), in whole, but not in part, at any time
into shares of Common Stock as provided for in this Section 10. Upon exercise of
this conversion right, you shall be entitled to receive that number of Shares of
Common Stock equal to the quotient obtained by dividing [(A - B)(X)] by (A),
where:

                  (A)    =          the Fair Market Value (as defined below)
                                    of one share of Common Stock on the date of
                                    conversion of this option.

                  (B)    =          the Exercise Price for one share of Common
                                    Stock under this option (as adjusted under
                                    Section 4 of the Plan,).

                  (X)    =          the total number of shares of Common Stock
                                    issuable upon exercise of this option (as
                                    adjusted under Section 4 of the Plan).

If the above calculation results in a negative number, then no shares of Common
Stock shall be issued or issuable upon conversion of this option.




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<PAGE>   13

"Fair Market Value" of a share of Common Stock shall mean the fair value as
determined in good faith by the Company's Board of Directors.

Upon conversion of this option, you shall be entitled to receive a certificate
for the number of shares of Common Stock as determined above.

         11. IN ADDITION TO THE FOREGOING CONDITIONS, the option is subject to
all the terms and conditions of the Digital Commerce Corporation 1998 Stock
Option Plan annexed to this letter and any rules and regulations promulgated
from time to time by the Committee with respect to the Plan. To the extent that
anything contained herein or in any such rules of or regulations are
inconsistent with the Plan, the terms of the Plan shall govern. The options are
subject to adjustment upon the happening of certain events in the Plan.

         12. No provision in this option shall be construed as conferring upon
you the right to vote, consent, receive dividends or receive notice other than
as expressly provided herein or in the Plan.

         13. No representation is made to you with respect to the tax effect
upon your receipt of the option, your exercise thereof, or the sale of the
shares so acquired. PLEASE CONSULT YOUR TAX OR FINANCIAL ADVISOR PRIOR TO
EXERCISING YOUR OPTION.

                                  *   *   *

         To make the grant of the option effective, please acknowledge receipt
of this letter and the enclosed copy of the Plan by signing and dating the
enclosed copy of this letter in the space provided below and returning the
signed copy in the enclosed, self-addressed envelope.

                                        Yours truly,


                                        Tony Bansal, President
                                        Digital Commerce Corporation

ACCEPTED AND SIGNED:


Print Name:
           ----------------------------------
Date:
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