Exhibit 10.46

DISTRIBUTED PROCESSING TECHNOLOGY CORP        OMNIBUS STOCK OPTION PLAN

Distributed Processing Technology Corp., a Florida corporation (the "Company"), hereby adopts a stock option plan (the "Plan") for its employees, in accordance
with the following terms and conditions:

1.PURPOSE OF THE PLAN.The purpose of the Plan is to advance
the growth and development of the Company by affording an opportunity to executives and other employees and consultants of the Company to purchase shares of the Company's non-voting
Class B Common Stock and to provide incentives for them to put forth maximum efforts for the success of the Company's business. The Plan is intended to permit certain designated stock options
granted under the Plan to qualify as incentive stock options under Section 422A of the Internal Revenue Code of 1986.

2.DEFINITIONS.In addition to terms defined elsewhere herein,
for purposes of this Plan the following capitalized terms shall have the meanings set forth below:



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3.STOCK SUBJECT TO OPTION.



4.ADMINISTRATION OF THE PLAN.



5.SELECTION OF OPTIONEES.



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6.SPECIAL INCENTIVE STOCK OPTION PROVISIONS.In addition to the
foregoing, Options granted under the Plan which are intended to be Incentive Stock Options shall be subject to the following terms and conditions:



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7.OPTION PRICES.The option exercise price for Shares issuable
pursuant to Incentive Stock Options shall be as provided in Article 6 hereof. The option exercise price for Shares issuable pursuant to Nonqualified Stock Options shall be determined by the
Chief Executive as set forth in the applicable Option Agreement and may be an exercise price less than the Fair Market Value per Share on the date of grant of such Nonqualified Stock 0ption.

8.TERM OF OPTIONS.The term of an Option may vary within the
sole discretion of the Chief Executive; provided, however, that the terms of Incentive Stock Options granted hereunder shall be as provided in Article 6 and Section 9.3 hereof.

9.EXERCISE OF OPTIONS.



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10.NONTRANSFERABILITY OF OPTIONS.Except as otherwise provided
in Section 9.3(b) with respect to Nonqualified Stock Options, an Option granted to an Optionee may be exercised only during such Optionee's lifetime by such Optionee. An Option ay not be sold,
exchanged, assigned, pledged, encumbered, hypothecated or otherwise transferred except by will or by the laws of descent and distribution. No Option or any right thereunder shall be subject to
execution, attachment or similar process by any creditors of the 0ptionee. Upon any attempted assignment, transfer, pledge, hypothecation or other encumbrance of any Option contrary to the provisions
hereof, such Option and all rights thereunder shall immediately terminate and shall be null and void with respect to the transferee or assignee.

11.COMPLIANCE WITH THE SECURITIES LAWS.



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12.EFFECT OF CERTAIN CHANGES.



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13.AGREEMENT BY OPTIONEE REGARDING WITHHOLDING TAXES.If the
Chief Executive shall so require, as a condition of the exercise, each Optionee shall agree that (a) no later than the date of exercise of any Nonqualified Option, the Optionee will pay to the
Company or make arrangements satisfactory to the Chief Executive regarding payment of, any federal, state or local taxes of any kind required by law to be withheld upon the exercise of such Options,
and (b) the Company shall, to the extent permitted or required by law, have the right to deduct federal, state and local taxes of any kind required by law to be withheld upon the exercise of
such Option from any payment of any kind otherwise due to the Optionee.

14.ESCROWED SHARES.In order to enforce any restrictions
imposed upon Exercise Shares under this Plan or the applicable Option Agreement, the Chief Executive may require any Optionee to enter into an Escrow Agreement providing that the certificates
representing Exercise Shares issued pursuant to this Plan shall remain in the physical custody of an escrow holder until any or all of such restrictions have terminated.

15.APPLICATION OF FUNDS.All proceeds received by the Company
from the exercise of Options shall be paid into its treasury and such proceeds shall be used for general corporate purposes.

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16.OPTIONEE'S RIGHTS AS A HOLDER OF SHARES.



17.AMENDMENT AND TERMINATION OF THE PLAN.



18.MISCELLANEOUS.



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Adopted
by the Directors as of March 18, 1998.

Adopted
by the holders of Class A Shares as of March 18, 1998.

| |  | /s/STEPHEN H. GOLDMANStephen H. Goldman, President
| |  | --------------------------------------------------

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