NON-STATUTORY STOCK OPTION AGREEMENT PURSUANT
        TO THE NET LNNX, INC. 1997 RESTRICTED STOCK PLAN

     THIS AGREEMENT is made as of November 25, 1997, between Net
Lnnx, Inc., a Pennsylvania corporation (the "Company"), and William
R. Colucci (the "Optionee"). 

     THE PARTIES AGREE AS FOLLOWS:

      1.   Option Grant.  The Company hereby grants to the Optionee
an option (the "Option") to purchase the number of shares of the
Company's common stock (the "Shares"), for an exercise price per
share (the "Option Price") and based upon a Vesting Schedule, all
as set forth below:

       Shares under option:    100,000
       Option Price per Share: $0.6875
       Vesting Schedule*:      January 1, 1998 - 25,000 shares
                               April 1, 1998 - 25,000 shares
                               July 1, 1998 - 25,000 shares
                               October 1, 1998 - 25,000 shares

      *In the event the Company or any of its Related Companies
consummates a merger, acquisition, reorganization or any other
business combination with another unrelated person or entity, upon
the closing date of such business combination, all 100,000 options
will immediately vest and will become exercisable at any time
subsequent to the closing date of such business combination.

     The Option will be subject to all of the terms and conditions
set forth herein and in the Company's 1997 Restricted Stock Plan
(the "Option Plan"), a copy of which is attached hereto and
incorporated by reference.  The Option granted hereunder will be a
nonstatutory or nonqualified option for tax purposes.

   2.   Stockholder Rights.  No rights or privileges of a
stockholder in the Company are conferred by reason of the granting
of the Option.  Optionee will not become a stockholder in the
Company with respect to the Shares unless and until the Option has
b een properly exercised and the Option Price fully paid as to the
portion of the Option exercised.

      3.   Termination.  Subject to earlier termination as provided
in the Option Plan, this Option will expire, unless previously
exercised in full, on November 25, 1999.

      4.   Terms of the Option Plan.  The Optionee understands that
the Option Plan includes important terms and conditions that apply
to this Option.  Those terms include (without limitation): 
important conditions to the right of the Optionee to exercise the
Option; and important restrictions on the ability of the Optionee
to transfer the Option or to transfer Shares received upon exercise
of the Option;  The Optionee acknowledges that he or she has read
the Option Plan, agrees to be bound by its terms, and makes each of
the representations required to be made by the Optionee under it.

      5.   Miscellaneous.  This Agreement (together with the Option
Plan) sets forth the complete agreement of the parties concerning
the subject matter hereof, superseding all prior agreements,
negotiations and understandings.  This Agreement will be governed
by the substantive law of the State of Pennsylvania, and may be
executed in counterparts.

<PAGE>

     The parties hereby have entered into this Agreement as of the
date set forth above.

     NET LNNX, INC.


     __________________
     By: Ronald W. Hayes, Jr.
     Director, President

     "Optionee"

     __________________
     William R. Colucci

     Address:
     ______________________________
     ______________________________
     ______________________________




Attachments:(1) Spousal Consent
            (2) 1997 Restricted Stock Plan

<PAGE>
                        SPOUSAL CONSENT

     The undersigned is the spouse of the Optionee referred to in
the attached Non-Statutory Stock Option Agreement (the
"Agreement"). The undersigned acknowledges that he or she:

     (1) has received, reviewed and understands the terms of the
Agreement (including its attachments);

     (2) consents to the Agreement, and agrees to be bound by its
terms to the extent that he or she now has or may obtain any
interest in the Option or Shares covered by the Agreement; and

     (3) understands that the Company is relying upon this consent
in entering into the Agreement and in not taking further steps to
protect its interests.

Date:   November 25, 1997

Signature:________________________
Name:__________________________