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                                                                    EXHIBIT 10.5

                          DIGITAL COMMERCE CORPORATION
                            EXECUTIVE RETENTION PLAN


                             GRANT OF STOCK OPTIONS

                                              Dated: April 4, 2000
William H. Seippel
11388 Seneca Knoll Drive
Great Falls, VA  22066

Dear Will:

         Digital Commerce Corporation (the "Company") has adopted the Digital
Commerce Corporation Executive Retention 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 of the Company and its subsidiaries, as designated by the
Company's Compensation and Human Resources 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 625,000
shares of the $.01 par value per share common stock of the Company ("Common
Stock") at a price of $5.8347 per share. This option is NOT qualified as a
Qualified Incentive Stock Option for purposes of Section 422 of the Internal
Revenue Code of 1986, as amended. 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:

         A.    Options to purchase 312,500 shares may be exercised as follows:
               78,125 shares may first be exercised on the first yearly
               anniversary date of this grant, 78,125 shares may first be
               exercised on the second yearly anniversary date of this grant,
               78,125 shares may first be exercised on the third yearly
               anniversary date of this grant, and 78,125 shares may first be
               exercised on the fourth yearly anniversary date of this grant.

         B.    Options to purchase 312,500 shares shall be divided into four (4)
               tranches of 78,125 shares each. The options contained in each
               tranche may be first be exercised upon the earlier (i) of the
               Company's average reported closing stock price being maintained
               or exceeded for at least twenty (20) consecutive trading days at
               a level specified for such tranche by the Committee or (ii) April
               4, 2009. The Committee shall specify the trading price of each of
               the four tranches for purposes of Subparagraph 1(B)(i) hereof
               within ten (10) days following the date




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               on which the Company closes its initial public offering of its
               Common Stock registered under the Securities Act of ("1933 Act"),
               or, in the event of no initial public offering prior to June 1,
               2001, the Board must establish the fair market value targets
               applicable to the four tranches no later than July 1, 2001.

The option shall continue whole or in part at any time from the date hereof
until April 4, 2010 (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.

         Pursuant to the provisions of Section 5(c)(v) of the Plan, in the event
that: (x) your employment is terminated other than for "Cause" or in the event
that you terminate your employment for "Good Reason," then you (or your
representative) may, from such date of termination until the "Termination Date,"
exercise all of the options granted hereunder (whether or not you would
otherwise be eligible to exercise such options pursuant to subparagraphs 1.A. or
B. hereof), and (y) in the event that your employment is terminated for any
other reason, then you (or your representative) may, until the "Termination
Date," exercise all options that you are eligible to exercise as of the time of
your termination of employment, and all other options shall terminate on the
first yearly anniversary following the effective date of such termination,
unless amended by the Board. For purposes of this option grant, "Cause" shall be
as defined in the Retention Agreement between the Company and you as of the date
herewith, and "Good Reason" shall mean (I) the Company's assigning you any
duties inconsistent with your status as Chief Financial Officer and, more than
thirty (30) days following the Company's initial public offering, Chief
Operating Officer of the Company or any substantial adverse alteration in the
nature or status of your responsibilities; (II) any change in your reporting
responsibility such that you are required to report other than exclusively to
the Company's Board of Directors; or (III) any other failure by the Company to
comply with any material provision of the Retention Agreement or any other
employment agreement that you may have in effect with the Company at the time of
such termination, which failure continues for more that ten (10) days after you
provide the Company with written notice of such noncompliance.

         2. 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.

         3. 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. The Company is under no obligation to register the issuance
of the shares of Common Stock upon the exercise of this option.

         4. You, or a Permitted Transferee, may exercise the options according
to Section 5 of the Plan. If you should die while any part of the option is
unexercised, then your legal



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representative may exercise the option for the applicable period as set forth in
Section 5 of the Plan.

         5. You agree to comply with the securities laws as they may be in
effect at the time of your exercise of the option, 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 1933 Act
unless such acquisition was made pursuant to an effective registration statement
under the 1933 Act and applicable state securities laws, and to comply with any
insider trading policy generally applicable to the executive officers and
directors of the Company. 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.

         6. You understand that if the shares of Common Stock that may be
acquired by the exercise of the option have not been registered under the
Securities Act of 1933 or 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."

         7. 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, as amended, and such other documents that you may reasonably request in
order to make an informed decision as to whether you should exercise the option.

         8. 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.

         9. As provided by Section 8 of the Plan, in addition to other forms of
exercising the option, with the written consent of the Company, which it may
grant or withhold in its sole discretion, you may 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 or in part, at any time into
shares of Common Stock as provided for in this paragraph 9. 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:



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                  (A)               = the Fair Market Value (as defined in the
                                    Plan) 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 11 of the Plan).

                  (X)               = the total number of shares of Common Stock
                                    issuable upon exercise of this option (as
                                    adjusted under Section 11 of the Plan).

The Company may require, as a condition of approving such exercise under this
paragraph 9, that you pay to the Company at the time of the exercise and
conversion all applicable tax withholdings generated by such exercise, as
determined by the Company. 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.

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

         10. You agree, as a condition of receiving the options granted herein,
to execute the Employment Agreement, Confidentiality/Intellectual Property
Agreement, and Noncompetition Agreement annexed to this letter.

         11. IN ADDITION TO THE FOREGOING CONDITIONS, the option is subject to
all the terms and conditions of the Plan and the Retention Agreement,
Confidentiality/Intellectual Property Agreement, and Noncompetition Agreement
(collectively, the "Agreements") 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.
In the event of inconsistencies or required clarifications, the Board of
Directors or the Compensation and Human Resources Committee of the Board shall
determine such interpretations. Additionally, the options are subject to
adjustment upon the happening of certain events specified 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.

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

                                            Yours truly,
                                            Digital Commerce Corporation


                                            By: /s/ John Poindexter
                                               --------------------------------
                                                    Director


ACCEPTED AND SIGNED:

/s/ William H. Seippel
-------------------------
    William H. Seippel

Date: April 4, 2000
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