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                                                                    EXHIBIT 10.3

                          DIGITAL COMMERCE CORPORATION

                            EXECUTIVE RETENTION PLAN


         1. NAME AND PURPOSE. The purpose of this Plan, which shall be known as
the Digital Commerce Corporation Executive Retention Plan ("Plan"), is to
advance the interests of Digital Commerce Corporation ("Company") by providing
for the continuity of the Company's executive management team during the
Company's critical growth period through providing executive management with a
material incentive for the continued services to 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.

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

         (b) "Committee" shall mean a Compensation and Human Resources 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). If no Compensation and Human Resources
Committee is appointed, then the Board shall act as the Committee.

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

         (d) "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 high and low 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 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.

         (e) "Key Employee" shall mean any employee (including officers) of the
Company or a Subsidiary whose services, in the opinion of the Board, are
critical to the Company's success during its period of growth.

         (f) "Family Member" of the Participant shall mean child, stepchild,
grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling,
niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law,
brother-in-law, or sister-in-law or the Participant, including any adoptive
relationships of any of the foregoing.



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         (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 selected by the Board to
receive Non-Qualified Stock Options granted under this Plan.

         (i) "Subsidiary" shall mean an entity in which 50% or more of the
common stock or, in the case of a partnership or limited liability company, 50%
or more of the voting 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 shall be Non-Qualified Stock Options.

         (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 in accordance with Paragraph 5(a), below, and the 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 are shares of the Company's common stock,
$0.01 par value per share ("Common Stock"), which may be either authorized but
unissued shares, or treasury shares, in the discretion of the Board.

         (b) The aggregate number of shares of the Company's Common Stock which
may be issued under this Plan shall not exceed 3,600,000; subject, however, to
the adjustment provided in Paragraph 11 in the event of stock splits, stock
dividends, exchanges of shares, or the like,




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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.

         (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 non-exercisable) after the
expiration of ten years from 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:

                  i.   Upon termination of a Participant'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 one (1) year following such termination of employment for any
reason, or at such earlier time as may be applicable under Subparagraph 5(b)
above.

A Participant's termination because of long-term disability, as determined in
accordance with the Company's policies in effect as of the time of such
termination, shall not be deemed termination of employment for purposes of this
Subparagraph 5(c).

                  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, except that
one or more leaves of absence aggregating no more than six (6) months in a three
(3) year period shall not be deemed to be termination of employment for purposes
of this Subparagraph 5(c).

                  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 Participant's



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employment; however, any and all such conditions shall be specified in the stock
option agreement limiting and defining such option.

                  iv. Notwithstanding the foregoing provisions of this
Subparagraph 5(c), the stock option agreement may provide that in the event of
the termination of a Participant's employment, the Company shall have the first
right of refusal to 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.

                  v.  The Board may, from time to time, be required to address
circumstances relating to termination of employment not set forth in this
Subparagraph 5(c). Accordingly, notwithstanding the foregoing provisions of this
Subparagraph 5(c), the Board may provide in the stock option agreement, or it
may unilaterally amend an outstanding stock option agreement to provide, that:
(A) the time in which an option may be exercised upon termination of employment
may exceed the time set forth in Subparagraph 5(c)(i), and (B) options not
exercisable at such termination of employment 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) TRANSFERABILITY: No vested or unvested option under this Plan shall
be assignable or transferable except (i) in the event of the death of a
Participant, by his will or by the laws of descent and distribution, or (ii)
upon transfer to (A) Family Members, (B) a trust in which the Participant or
Family Members own more than fifty percent (50%) of the beneficial interest of
the trust, (C) a foundation in which the Participant or Family Members control
the management of assets, or (D) an entity in which the Participant or family
members own fifty percent (50%) or more of the voting interest (each such
transferee in Subparagraphs (i) and (ii) a "Permitted Transferee"). 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. No transfer of an
option by a Participant to a Permitted Transferee shall be effective to bind the
Company unless (i) the Company has approved in writing such a Permitted
Transfer, and (ii) the Permitted Transferee has agreed in writing to be bound by
all of the terms and conditions of this Plan and of any stock option agreement
with the Participant seeking to transfer his or her options to a Permitted
Transferee. The Company has the right to request and obtain a written opinion of
counsel to the Company that the transfer is permitted under this Subparagraph
5(d) and under Federal and State securities laws.



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         (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. In addition, a Participant may be granted one or more options under
this Plan as well as under any other stock option plan adopted by or stock
option grant issued by the Company.

         (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.

         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. The fact that an employee has been
selected as a Participant shall not limit or otherwise qualify the right of the
Company to terminate his employment with the Company at any time, nor shall it
be deemed a promise or commitment by the Company to continue such person's
employment.

         8. METHOD OF EXERCISE. Any option granted under this Plan may be
exercised by written notice to the Board, care of the Secretary, 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 to an agent designated
by the Company of shares of Common Stock held by or for the account of the
Participant at the time of exercise. 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 shares of Common Stock 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; provided, however, that the
Company shall not be obligated to register the issuance of shares of Common
Stock upon the exercise of the option or the resale of the shares of Common
Stock issued upon 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 issuance of the stock upon the
exercise of the options has been duly registered under the Securities Act of
1933 ("1933 Act") and the Company has



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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, unless the resale of such stock has been registered under the
1933 Act:

         "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."

         (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 (including state securities laws) or to qualify any
such issuance 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 applicable state securities
laws or to qualify the shares for any exemption under the 1933 Act or applicable
state securities laws.

         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, by all terms
and conditions of the agreement granting such option, and by all agreements
annexed to or referenced in such agreement granting such option.

         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 (i) the Company shall consolidate with, merge into, or
transfer all or substantially all of its assets to another person(s) or
entity(ies) or a "change in control" (as hereinafter defined) shall occur, and
(ii) within six (6) months prior to or twelve (12) months after such event the
Participant involuntarily either no longer serves in the position or has the
duties that he had prior to such action and does not receive an equivalent or
greater position or duties with the Company


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or an Subsidiary, all options theretofore granted shall immediately be
exercisable. For purposes of this Paragraph 12, a change in control shall be
deemed to occur if twenty percent (20%) or more of the outstanding shares of the
Company's common stock are sold or otherwise transferred, except that the
following shall not be deemed to be a change in control: (A) a sale or transfer
to a Family Member or a person to whom a transfer of an option could be made
pursuant to Subparagraph 5(d) of the Plan or (B) the sale of common stock by the
Company in an initial public offering registered under the 1933 Act or in any
offering by the Company thereafter for cash registered under the 1933 Act.

         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.

         15. 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.

         16. 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.

         17. 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, the Company
shall make sure such withholding or deduction shall have been adequately
provided for, in the opinion of the Board.

         18. 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
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 (3)
if such amendment would result in a material increase in the cost of the Plan to
the Company. 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.



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         19. 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.

         20. 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.

         21. 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
                            EXECUTIVE RETENTION PLAN


                             GRANT OF STOCK OPTIONS

                                                             Dated:<<GrantDate>>
<<FirstName>> <<LastName>>
<<Address1>>
<<CityStateZip>>

Dear <<FirstName>>:

         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
<<TotalGrant>> shares of the $.01 par value Common Stock of the Company at a
price of <<OptionPrice>> 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 <<HalfGrant>> shares may be exercised as
               follows: <<EighthGrant>> shares may first be exercised on the
               first anniversary date of this grant, <<EighthGrant>> shares may
               first be exercised on the second anniversary date of this grant,
               <<EighthGrant>> shares may first be exercised on the third
               anniversary date of this grant, and <<EighthGrant>> shares may
               first be exercised on the fourth anniversary date of this grant.

         B.    Options to purchase <<HalfGrant>> shares shall be divided into
               four (4) tranches of<<EighthGrant>> shares each. The options
               contained in each tranche may 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) <<NineYearDate>>. 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



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               following the date 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 in whole or in part at any time from the date hereof
until <<TenYearDate>>, (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 your employment is terminated for any reason (including those set
forth in Section 5(c)(i)(A) and (B) of the Plan), 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 the Board otherwise determines that a
longer exercise period should apply.

         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 Executive Retention Plan. 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.

         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.




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         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. In accordance with 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:

                  (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



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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 Retention 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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<PAGE>   13




         To make the grant of the option effective, please acknowledge receipt
of this agreement and the enclosed copy of the Plan by signing and dating the
enclosed copy of this 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:
                                                     Tony Bansal, President


ACCEPTED AND SIGNED:


By:
   ---------------------------------
        <<FirstName>><<LastName>>

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





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