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                                                                 Exhibit 10.2(a)

                                 E*OFFERING CORP

                              1998 STOCK OPTION PLAN


     1.     PURPOSE OF THE PLAN. The purpose of this 1998 Stock Option Plan
("Plan") of E*Offering Corp., a California corporation ("Company"), is to
provide the Company with a means of attracting and retaining the services of
highly motivated and qualified directors and key personnel. The Plan is
intended to advance the interests of the Company by affording to directors
and key employees, upon whose skill, judgment initiative and efforts the
Company is largely dependent for the successful conduct of its business, an
opportunity for investment in the Company and the Incentives inherent in
stock ownership in the Company. In addition, the Plan contemplates the
Opportunity for investment in the Company by employees of companies that do
business with the Company. For purposes of this Plan, the term Company shall
include subsidiaries, if any, of the Company.

     2.     LEGAL COMPLIANCE. It is the intent of the Plan that all options
granted under it ("Options") shall be either "Incentive Stock Options"
("ISOs"), as such term is defined in Section 422 of the Internal Revenue Code
of 1986, as amended ("Code"), or non-qualified stock options ("NQO's);
provided, however, ISOs shall be granted only to employees of the Company. An
Option shall be identified as an ISO or an NQO in writing in the document or
documents evidencing the grant of the Option. All Options that are not so
identified as ISOs are intended to be NQOs. In addition, the Plan provides
for the grant of NQOs to employees of companies that do business with the
Company. It is the further intent of the Plan that it conform in all respects
with the requirements of Rule 16b-3 of the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as amended ("Rule
16b-3"). To the extent that any aspect of the Plan or its administration is
at any time viewed as inconsistent with the requirements of Rule 16b-3 or, in
connection with ISOs, the Code, that aspect shall be deemed to be modified,
deleted or otherwise changed as necessary to ensure continued compliance with
the Rule 16b-3 requirements.

    3.     ADMINISTRATION OF THE PLAN.

           3.1     PLAN COMMITTEE. The Plan shall be administered by a
committee ("Committee"). The members of the Committee shall be appointed form
time to time by the Board of Directors of the Company ("Board") and shall
consist of not less than two nor more than five persons, who shall be
directors of the Company.

           3.2     GRANTS OF OPTIONS BY THE COMMITTEE. In accordance with the
provisions of the Plan, the Committee, by resolution, shall select those
eligible persons to whom Options shall be granted ("Optionees") she determine
the time or times at which each Option shall be granted, whether as Option is
an ISO or an NQO and the number of shares to be subject to each Option; and
shall fix the time and manner in which the Option may be exercised, the
Option exercise price and the Option period. The committee shall determine
the form of option agreement to evidence the foregoing terms and conditions
of each Option, which need not be identical, in the form provided for in
Section 7. The option agreement may include such other

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provisions as the Committee may deem necessary or desirable consistent with
the Plan, the Code and Rule 16b-3.

           3.3     COMMITTEE PROCEDURES. The Committee from time to time may
adopt whatever rules and regulations for carrying out the purposes of the
Plan as it may deem proper and in the host interests of the Company. The
Committee shall keep minutes of its meetings and records of its actions. A
majority of the members of the Committee shall constitute a quorum for the
transaction of any business by the Committee. The Committee may act at any
time by an affirmative vote of a majority of those members voting. The vote
may be taken at a meeting (which may be conducted in person or by any
telecommunication medium) or by written consent of Committee members without
a meeting.

           3.4     FINALITY OF COMMITTEE ACTION. The Committee shall resolve
all questions arising under the Plan and option agreements entered into
pursuant to the Plan. Each determination, interpretation, or other action made
or taken by the Committee shall be final and conclusive and binding on all
persons, including, without limitation, the Company, its shareholders, the
Committee and each of the members of the Committee, and the directors,
officers and employees of the Company, including Optionees and their
respective successors in interest.

           3.5     NON-LIABILITY OF COMMITTEE MEMBERS. No Committee member
shall be liable for any action or determination made by him or her in good
faith with respect to the Plan or any Option granted under it.

     4.    BOARD POWER TO AMEND, SUSPEND, OR TERMINATE THE PLAN. The Board
may, from time to time, make whatever changes in or additions to the Plan as
it may deem proper and in the best interests of the Company and its
shareholders. The Board may also suspend or terminate the Plan at any time,
without notice, and in its sole discretion. Notwithstanding the foregoing, no
change, addition, suspension or termination by the Board shall (i) materially
impair any option previously granted under the Plan without the express
written consent of the optionee, or (ii) materially increase the number of
shares subject to the Plan, materially increase the benefits accruing to
optionees under the Plan, materially modify the requirements as to eligibility
to participate in the Plan or alter the method of determining the option
exercise price described in Section 8, without shareholder approval.

     5.     SHARES SUBJECT TO THE PLAN. For purposes of the Plan, the
Committee is authorized to grant Options for up to 5,000,000 shares of the
Company's common stock ("Common Stock"), or the number and kind of shares of
stock or other securities which, in accordance with Section 13, shall be
substituted for shares of Common Stock or to which shares of Common Stock
shall be adjusted. The Committee is authorized to grant Options under the
Plan with respect to those shares, any or all unsold shares subject to an
Option which for any reason expires or otherwise terminates (excluding
shares-returned to the Company in payment of the exercise price for
additional shares) may again be made subject to grant under the Plan.

      6.     OPTIONEES. Options shall be granted only to officers, directors
or key employees of the Company or employees of companies that do business
with the Company designated by the Committee from time to time as Optionees.
Any Optionee may hold more than one option to

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purchase Common Stock, whether the option is an Option held pursuant to the
Plan or otherwise. An Optionee who is an employee of the Company ("Employee
Optionee") and who holds an Option must remain a continuous full or part-time
employee of the Company from the time of grant of the Option to him until the
time of its exercise, except as provided in Section 10.3.

      7.     GRANTS OF OPTIONS. The Committee shall have the sole discretion
to grant Options under the Plan and to determine whether any Option shall be
an ISO or NQO. The terms and Conditions of Options granted under the Plan may
differ from one another as the Committee, in its absolute discretion,
determines, as long as all Options granted under the Plan satisfy the
requirements of the Plan. Upon determination by the Committee that an Option
is to be granted to an Optionee, a written option agreement evidencing the
Option shall be given to the Optionee, specifying the number of shares
subject to the Option, the Option exercise price, whether the Option is an
ISO or an NQO and the other individual terms and conditions of the Option.
The option agreement may incorporate generally applicable provisions from the
Plan, a copy of which shall be provided to all Optionees at the time of their
initial grants under the Plan. The Option shall be deemed granted as of the
date specified in the grant resolution of the Committee, and the option
agreement shall be dated as of the date of the resolution. Notwithstanding
the foregoing, unless Committee consists solely of non-employee directors,
any Option granted to an executive officer, director of 10% beneficial owner
for purposes of Section 16 of the Securities Exchange Act of 1934, as amended
("Section 16 of the 1934 Act"), shall either be (a) conditioned upon the
Optionee's agreement not to sell the shares of Common Stock underlying the
Option for at least six months after the date of grant or (b) approved by the
entire Board or by the shareholders of the Company.

      8.      OPTION EXERCISE PRICE. The price per share to be paid by the
Optionee at the time an ISO is exercised shall not be less than 100% of the
Fair Market Value (as hereinafter defined) of one share of the Company's
Common Stock on the date on which the Option is granted. No ISO may be
granted under the Plan to any person who, at the time of grant, owns (within
the meaning of Section 424(d) of the Code) stock possessing more than 10% of
the total combined voting power of all classes of stock of the Company or of
any parent thereof, unless the exercise price of the ISO is at least equal to
110% of Fair Market Value on the date of grant. The price per share to be
paid by the Optionee at the time an NQO is exercised shall not be less than
85% of the Fair Market Value on the date on which the NQO is granted, as
determined by the Committee. For purposes of the Plan, the "Fair Market Value"
of a share of the Company's Common Stock as of a given date shall be: (i) the
closing price of a share of the Company's Common Stock on the principal
exchange on which shares of the Company's Common Stock are then trading, if
any, on the day immediately preceding that date, or, if shares were not
traded on that date, then on the next preceding trading day during which
sale occurred; or (ii) if the Company's Common Stock is not traded on an
exchange but is quoted on Nasdaq or a successor quotation system, the last
sale price for the Common Stock on the day immediately preceding that date
as reported by Nasdaq or the successor quotation system; or (iii) if the
Company's Common Stock is not publicly traded on an exchange and not quoted
on Nasdaq or a Successor quotation system the closing bid price for the
Common Stock on that date as determined in good faith by the Committee; or
(iv) if the Company's Common Stock is not publicly traded, the fair market
value established by the Committee acting in good faith. In addition, with
respect to any ISO, the Fair Market Value on any given date shall be
determined in a manner consistent with


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any regulations issued by the Secretary of the Treasury for the purpose of
determining fair market value of securities subject to an ISO plan under the
Code.

      9.      CEILING OF ISO GRANTS. The aggregate Fair Market Value
(determined at the time of any ISO is granted) of the Common Stock with
respect to which an Optionee's ISOs, together With incentive stock options
granted under any other plan of the Company and any parent, are exercisable
for the first time by such Optionee during any calendar year shall not exceed
$100,000. If an Optionee holds incentive stock options that become first
exercisable (including as a result of acceleration of exercisability under the
Plan) in any one year for shares having a Fair Market Value at the date of
grant in excess of $100,000, then the most recently granted of the ISOs, to
the extent that they are exercisable for shares having an aggregate Fair
Market Value in excess of the limit, shall be deemed to be NQOs.

     10.      DURATION, EXERCISABILITY, AND TERMINATION OF OPTIONS.

              10.1     OPTION PERIOD. The option period shall be determined
by the Committee with respect to each Option granted. In no event, however,
-may the option period exceed ten years from the date on which the Option is
granted, or five years in the case of a grant of an ISO to an Optionee who is
a 10% shareholder at the date on which the Option is granted as described in
Section 8.

              10.2     EXERCISABILITY OF OPTIONS. Each Option shall be
exercisable in whole or in consecutive installments, cumulative or otherwise,
during its term as determined in the discretion of the Committee.

              10.3     TERMINATION OF OPTIONS DUE TO TERMINATION OF
EMPLOYMENT, DISABILITY, OR DEATH OF OPTIONEES; TERMINATION FOR "CAUSE", OR
RESIGNATION IN VIOLATION OF AN EMPLOYMENT AGREEMENT. All Options granted
under the Plan to any Employee Optionee shall terminate and may no longer be
exercised if the Employee Optionee ceases, at any time during the period
between the grant of the Option and its exercise to be an employee of the
Company, provided, however, that the Committee may alter the termination date
of the Option if the Optionee transfers to an affiliate of the Company.
Notwithstanding the foregoing, (i) if the Employee Optionee's employment with
the Company terminates for any reason (other than involuntary dismissal for
"cause" or voluntary resignation in violation of any agreement to remain in
the employ of the Company, including, without Limitation, any such agreement
pursuant to Section 15), he or she may, at any time before the expiration of
three months after termination or before expiration of the Option, whichever
first occurs, exercise the Option (to the extent that the Option was
exercisable by him or her on the date of the termination of his or her
employment); (ii) if the Employee Optionee's employment terminates due to
disability (as defined in Section 22(c)(3) of the Code and subject to such
proof of disability as the Committee may require), the Option may be
exercised by the Employee Optionee (or by his guardian(s), or conservator(s),
or other legal representative(s)) before the expiration of 12 months after
termination or before expiration of the Option, whichever first occurs ( to
the extent that the Option was exercisable by him or her on the date of the
termination of his or her employment) (iii) in the event of the death of the
Employee Optionee, an Option exercisable by him or her at the date of his or
her death shall be exercisable by his or her legal representative(s),
legatee(s), or heir(s), or by his or her beneficiary or beneficiaries so
designated by him or her, as the case may



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be, within 12 months after his or her death or before the expiration of the
Option, whichever first occurs (to the extent that the Option was exercisable
by him or her on the date of his or her death); and (iv) if the Employee
Optionee's employment is terminated for "cause" or in violation of any
agreement to remain in the employ of the Company, including, without
limitation, any such agreement pursuant to Section 14, his or her Option shall
terminate immediately upon termination of employment (and the Option shall be
deemed to have been forfeited by the Optionee. For purposes of the Plan,
cause" may include, without limitation, any illegal or improper conduct which
(1) injures or impairs the reputation, goodwill, or business of the Company,
(2) involves the misappropriation of funds of the Company, or misuse of data,
information or documents acquired in connection with employment by the
Company; or (3) violates any other directive or policy promulgated by the
Company. A termination for "cause" may also include any resignation in
anticipation of discharge for "cause" or resignation accepted by the Company
in lieu of a formal discharge for "cause."

      11.     MANNER OF OPTION EXERCISE: RIGHTS AND OBLIGATIONS OF OPTIONEES.

             11.1     WRITTEN NOTICE OF EXERCISE. An Option may elect to
exercise an Option in whole or in part, from time to time, subject to the
terms and conditions contained in the Plan and in the agreement evidencing
the Option, by giving written notice of exercise to the Company at its
principal executive office.

             11.2     CASH PAYMENT FOR OPTIONED SHARES. If an Option is
exercised for cash, the exercise notice shall be accompanied by a cashier's
or personal check, or money order, made payable to the Company for the full
exercise price of the shares purchased.

             11.3     STOCK SWAP FEATURE. At the time of the Option exercise,
and subject to the Discretion of the Committee to accept payment in cash
only, the Optionee may determine whether the total purchase price of the
shares to be purchased shall be paid solely in cash or by transfer from the
Optionee to the Company of previously acquired shares of Common Stock or by a
combination thereof If the Optionee elects to pay the total purchase price in
whole or in part with previously acquired shares of Common Stock, the value
of the shares shall be equal to their Fair Market Value on the date of
exercise, determine by the Committee in the same manner used for determining
Fair Market Value at the time of grant for purposes of Section 8.

             11.4     INVESTMENT REPRESENTATION FOR NON-REGISTERED SHARES AND
LEGALITY OF ISSUANCE. The receipt of shares of Common Stock upon the exercise
of an Option shall be conditioned upon the Optionee (or any other person who
exercises the Option on his or her behalf a i permitted by Section 10.3)
providing to the Committee a written representation that, at the time of such
exercise, it is the intent of that person(s) to acquire the shares for
investment only and not with a view toward distribution. The certificate for
unregistered shares issued for investment shall be restricted by the Company
as to transfer unless the Company receives an opinion of counsel satisfactory
to the Company to the effect that the restriction is not necessary under then
pertaining law. The providing of the representation and the restrictions on
transfer shall not, however, be required upon any person's receipt of shares
of Common Stock under the Plan if, at the time of grant of the Option
relating to receipt or upon receipt, whichever is the appropriate measure
under applicable federal or state accurities laws, the shares subject to the
Option shall be (i) covered by an effective and current registration
statement under the Securities

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Act of 1933, as amended, and (ii) either qualified or exempt from
qualification under applicable state securities laws. The Company shall,
however, under no circumstances be required to sell or issue any shares under
the Plan it in the opinion of the Committee, (i) the issuance of the shares
would constitute a violation by the Optionee or the Company of any applicable
law or regulation of any governmental authority or (ii) the consent of
approval of any governmental body is necessary or desirable as a condition
of, or in connection with, the issuance of the shares.

           11.5     SHAREHOLDER RIGHTS OF OPTIONEE. Upon exercise, the
Optionee (or any other person who exercises the Option on his or her behalf
as permitted by Section 10.3) shall be recorded on the books of the Company
as the owner of the shares, and the Company shall deliver to the record owner
one or more duly issued stock certificates evidencing ownership. No person
shall have any rights as a shareholder with respect to any shares of Common
Stock covered by an Option granted pursuant to the Plan until that person has
become the holder of record of the shares. Except as provided in Section 13,
no adjustments shall be made for cash dividends or other distributions or
other rights as to which there is a record date preceding the date that
person becomes the holder of record of the shares.

           11.6      HOLDING PERIODS FOR TAX PURPOSES. The Plan does not
provide that an Optionee must hold shares of Common Stock acquired under the
Plan for any minimum period of time. Optionees are urged to consult with
their own tax advisors with respect to the tax consequences o them of their
individual participation in the Plan.

     12.  SUCCESSIVE GRANTS. Successive grants of Options maybe to any
Optionee under the Plan.

     13.  ADJUSTMENTS.

               (a)     If the outstanding Common Stock is hereafter increased
or decreased, or changed into or exchanged for a different number or kind of
shares or other securities of the Company or of another corporation, by
reason of a recapitalization, reclassification, reorganization, merger,
consolidation, share exchange or other business combination in which the
Company is the surviving parent corporation, stock split-up, combination of
shares or dividend or other distribution payable in capital stock or rights
to acquire capital stock, appropriate adjustment shall be made by the
Committee in the number and kind of shares for which options may be granted
under the Plan. In addition, the Committee shall make appropriate adjustment
in the number and kind of shares as to which outstanding and unexercised
options shall be exercisable, to the end that the proportionate interest of
the holder of the option shall, to the extent practicable, be maintained as
before the occurrence of the event. The adjustment in outstanding options
shall be made without change in the total price applicable to the unexercised
portion of the option but with a corresponding adjustment iii the exercise
price per share.

               (b)     In the event of the dissolution of liquidation of the
Company, any outstanding and unexercised options shall terminate as of a
future date to be fixed by the Committee.

               (c)     In the event of a Reorganization (as hereinafter
defined) then

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                    (i)     If there is no plan or agreement with respect to
the Reorganization ("Reorganization Agreement"), or if the Reorganization
Agreement does not specifically provide for the adjustment, change,
conversion or exchange of the outstanding and unexercised options shall
terminate as of a future date to be fixed by the Committee; or

                    (ii)    If there is a Reorganization Agreement, and the
Reorganization Agreement specifically provides for the adjustment, change,
conversion or exchange of the outstanding and unexercised options for cash or
other property or securities of another corporation then the Committee shall
adjust the shares under the outstanding and unexercised options, and shall
adjust the shares remaining under the Plan which are then available for the
issuance of options under the Plan if the Reorganization Agreement makes
specific provisions therefor, in a manner not inconsistent with the
provisions of the Reorganization Agreement for the adjustment, change,
conversion or exchange if the options and shares.

               (d)   The term "Reorganization" as used in this Section 13
means any reorganization, merger, consolidation, share exchange or other
business combination pursuant to which the Company is not the surviving
parent corporation after the effective date of the Reorganization, or any
sale or lease of all or substantially all of the assets of the Company.
Nothing herein shall require the Company to adopt a Reorganization Agreement
or to make provision for the adjustment, change, Conversion, or exchange of
any options or the shares subject thereto, in any Reorganization Agreement
which it does adopt.

               (e)    The Committee shall provide to each optionee then
holding an  outstanding and unexercised option not less than 30 calendar
days' advanced written notice of any date fixed by the Committee pursuant to
this Section 13 and of the terms of any Reorganization Agreement providing
for the adjustment, change, conversion, or exchange of outstanding and
unexercised options. Except as the Committee may otherwise provide, each
optionee shall have the right during that period to exercise his or her
option only to the extent subject that the option was exercisable on the date
the notice was provided to the optionee.

            Any adjustments to any outstanding ISO pursuant to this Section
13, if made by reason of a transaction described in Section 424(a) of the
Code, shall be made so as to conform to the requirements of that Section and
the regulations thereunder. If any other transaction described in Section
424(a) of the Code affects the Common Stock subject to any unexercised ISO
theretofore granted under the Plan ("old option"), the Board of directors of
the Company or of any surviving or acquiring corporation may take such action
as it deems appropriate, in conformity with the requirements of that Code
Section and the regulations thereunder, to substitute a new option for the
old option, in order to make the new option, as nearly as may be practicable,
equivalent to the old option,or to assume the old option.

                (f)     No modification, extension, renewal, or other change
in any option granted under the Plan may be made, after the grant of the
option, without the optionee's consent, unless it is permitted by the
provisions of the Plan and the option agreement. In the case of an ISO,
optionees are hereby advised that certain changes may disqualify the ISO from
being

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considered as such under Section 422 of the Code, or constitute a
modification, extension, or renewal of the ISO under Section 424(h) of the
Code.

                (g)      All adjustments and determinations under this
Section 13 shall be made by the Committee in good faith in its sole
discretion.

     14.     CONTINUED EMPLOYMENT. As determined in the sole discretion of
the Committee at the time of grant and if so stated in a writing signed by
the Company, each Option may have as a condition the requirement of an
Employee Optionee to remain in the employ of the Company, or of its
affiliates, and to render to it We or her exclusive service, at such
compensation as may be Determined from time to time by it, for a period not
to exceed the term of the Option except for earlier termination of employment
by or with the express written consent of the Company or on account of
disability or death. The failure of any Employee Optionee to abide by this
agreement as to any Option under the Plan may result in the termination of
all of his or her then outstanding Options granted pursuant to the Plan.
Neither the creation of the Plan nor the granting of Option(s) under it shall
be deemed to create a right in an Employee Optionee to continued employment
with the Company, and each Employee Optionee shall be and shall remain
subject to discharge by the Company as though the Plan had never come into in
existence. Except as specifically provided by the Committee in any
particular case, the loss of existing or potential profit in options granted
under this Plan shall not constitute an element of damages in the event of
termination of the employment of an employee even if the termination is in
violation of an obligation of the Company to the employee by contract or
otherwise.

     15.     TAX WITHHOLDING. The exercise of any Option granted under the
Plan is subject to the condition that if at any time the Company determines,
in its discretion, that the satisfaction of withholding tax or other
withholding liabilities under any federal, state or local law is necessary or
desirable as a condition of, or in connection with, the exercise or a later
lapsing of time or restrictions on or disposition of the shares of Common
Stock received upon the exercise, then in that event, the exercise of the
Option shall not be effective unless the withholding has been effected or
obtained in a manner acceptable to the Company. When an Optionee is required
to pay to the Company an amount required to be withheld under applicable
income tax laws in connection with the exercise of any Option, the Optionee
may, subject to the approval of the Committee, which approval shall not have
been disapproved at any time after the election is made, satisfy the
obligation, in whole or in part, by electing to have the Company withhold
shares of Common Stock having a value equal to the amount required to be
withheld. The value of the Common Stock withheld pursuant to the election
shall be determined by the Committee, in accordance with the criteria set
forth in Section 9, with reference to the date the amount of tax to be
withheld is determined. The Optionee shall pay to the Company in cash any
amount required to be withheld that would otherwise result in the withholding
of a fractional share. The election by an Optionee who is an officer of the
Company within the meaning of Section 16 of the 1934 Act, to be effective,
must meet all of the requirements of Section 16 of the 1934 Act.

     16.      TERM OF PLAN.

              16.1     EFFECTIVE DATE. Subject to shareholder approval, the
Plan shall become effective as of November 13, 1998.

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              16.2     TERMINATION DATE. Except as to options granted and
outstanding under the Plan prior to that time, the Plan shall terminate at
midnight on November 13, 2008, and no Option shall be granted after that
time. Options then outstanding may continue to be exercised in accordance
with their terms. The Plan may be suspended or terminated at any earlier time
by the Board within the limitations set forth in Section 4.

     17.     NON-EXCLUSIVITY OF THE PLAN.   Nothing contained in the Plan is
intended to amend, modify, or rescind any previously approved compensation
plans, programs or options entered into by the Company. This Plan shall be
constructed to be in addition to and independent of any and all other
arrangements. Neither the adoption of the Plan by the Board nor the
submission of the Plan to the shareholders of the Company for approval shall
be construed as creating any limitations on the power or authority of the
Board to adopt, with or without shareholder approval, such additional or
other compensation arrangements as the Board may from time to time deem
desirable.

     18.     GOVERNING LAW. The Plan and all rights and obligations under it
shall be construed and enforced in accordance with the laws of the State of
California.

     19.     INFORMATION TO OPTIONEES. Optionees under the Plan who do not
otherwise have access to financial statements of the Company will receive the
Company's financial statements at least annually.

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