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                                                                    EXHIBIT 10.2

                  INTERSHOP Communications Aktiengesellschaft
                            1999 Stock Option Plan

                                   Section 1
                            Form and classification

(1)  The stock options of the INTERSHOP Communications Aktiengesellschaft
     ("stock options"), issued in the name of the Optionee, confirm the right to
     purchase individual shares of the INTERSHOP Communications
     Aktiengesellschaft ("INTERSHOP AG"). The stock options are among themselves
     equally and consecutively numbered.

(2)  The stock options are documented in personal Global Stock Options. If
     desired, the Optionee is entitled to receive single documents for the
     individual stock options by the Company.

                                   Section 2
                       Right to exchange ("Stock Option")

(1)  In accordance with these conditions, the stock options can be exchanged in
     the ratio 1:1 into shares of the INTERSHOP AG from the Conditional Capital
     I against payment of the exchange price pursuant to S4 ("right to
     exchange").

(2)  The right to exchange is entitled to the respective Optionee indicated on
     the stock option and registered at the INTERSHOP AG. The Optionee can
     exercise either all of his stock options or a certain whole number of stock
     options.

(3)  If more stock options have been granted than Conditional Capital I for the
     exchange is available, then the stock options are considered as granted
     subject to the suspensive condition that the shareholders' meeting of the
     INTERSHOP AG effectively creates appropriate further Conditional Capital.
     In case that further appropriate capital has not been set up, any damage
     claims, also against the executive bodies of the Company, are excluded
     nevertheless.

                                   Section 3
                  Conditions for exercising the stock option

(1)  The point in time from which the stock option can be exercised by the
     respective Optionee is determined in the stock option by INTERSHOP AG. In
     accordance with that, the Optionee can exercise the stock option pursuant
     to S193 (2), Nr. 4 AktG two years after the issue of the stock option with
     respect to the option rights confirmed therein, at the earliest ("waiting
     period").

(2)  The stock options may only be exercised after they have been vested
     ("become due"). The stock option can provide that the rights to exchange
     become due over a certain time period, beginning with the date of grant, in
     periodic installments. Fractions of due rights to exchange are not
     exercisable ("vesting regulation").

(3)  In all other respects the stock option can be exercised after expiration of
     the waiting period at lease five times during the calendar year, in each
     case within a six-week period ("exercise period"). The exercise periods
     begin in each case on the third bank working day after:

     a)  publication of the half-yearly business reports;

     b)  publication of the quarterly business reports, or

     c)  the end of a shareholders meeting.

     The exact dates will be announced at least once per calendar year unless a
     date or dates must be changed.

(4)  The exercise of options is excluded from that day, on which INTERSHOP AG
     offers to its shareholders the allocation of new shares or partial
     debentures with convertible or option rights by a written offer letter
     addressed to its shareholders or by a publication in the federal legal
     gazette of the Federal Republic of Germany ("Bundesanzeiger") on up to the
     day, on which the allotted shares of INTERSHOP AG at the stock exchange, at
     which the shares of the Company have been offered will be officially quoted
     as "ex Bezugsrecht" for the first time.

                                   Section 4
                                Exchange price

(1)  In case of the exercise of the stock option for shares, the exercise price
     corresponds to the amount indicated on the stock option. This amount
     corresponds to the average closing price of the shares, officially quoted
     at the stock exchange in Frankfurt/Germany, of the last ten (10) days of
     business before the date of grant, for fully participating shares
     (participating and voting shares) of INTERSHOP AG, with an additional
     percentage of twenty (20) ("success target")

(2)  The conversion price can be lowered by resolution of the shareholders'
     meeting, however, not to fewer than Euro 1 per share. A reduction of the
     exercise price is possible particularly in the cases of S5.

                                   Section 5
                        Reduction of the exercise price

(1)  If INTERSHOP AG, before expiration of the term in accordance with S3 (1)
     under grant of a direct or indirect subscription right to their
     shareholders.

     a) increases its capital stock by the issue of new shares and the purchase
        price for each share is lower than the exercise price determined in the
        stock option, or

     b) floats partial debentures with convertible or option rights and the, if
        necessary lowest, hereby determined exercise or option price for each
        share is lower than the exercise price determined in the stock option,

     the exercise price in accordance with (2) will be lowered to the relevant
     date determined in (3).

(2)  The reduction of the exercise price for each share takes place in each case
     according to the formula:

                                      KA - B
                                 E = --------
                                      V + 1

     Explanations:
     -------------
     E    = amount of reduction for the exercise price in accordance with (1)
     KA   = last official closing price of the INTERSHOP AG shares before the
          capital measure
     B    = - in case of capital increase in accordance with (1) a):  the
          subscription price for a new share
            - in case of the issue of convertible bonds or option loans in
          accordance with (1) b): the hereby - if necessary lowest - determined
          exchange or option price for each share
     V    = - in case of a capital increase in accordance with (1) a): the
          ratio for the new shares
            - in case of the issue of convertible bonds or option loans in
          accordance with
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           (1)  b): the ratio for the partial debenture multiplied with the
           conversion or option ratio.

(3)  INTERSHOP AG is obligated to indicate to the Optionees in writing the
     exercise price reduced in accordance with (2) as well as the relevant day,
     from which the lowered exercise price applies, at the same time with the
     publication of the offering of allocation of the new shares or partial
     debentures with convertible or option rights, whose issue triggers the
     reduction of the exercise price. The relevant day is that day, on which the
     allotted shares at the stock exchange, at which the INTERSHOP AG shares
     have been listed for the first time, will be officially exchanged as "ex-
     Bezugshecht" for the first time.

(4)  In case of a capital increase of corporate funds, if available, the
     Conditional Capital in accordance with S218 AkiG will be - in place of a
     reduction of the exercise price - increased in the same relation as the
     capital stock. In the same relation, the Optionee's right to subscribe
     shares increases with exercise of the option right. Fractions of shares
     accrued due to a capital increase by corporate funds will not be made
     available for the exercise. The office which is in charge for the exercise
     (S 12 (1)) will try to sell any balance for the account of the Optionee
     after the Notice of Exercise has become effective. The proceeds will be
     made available to the Optionee at the issue of the shares in accordance
     with S 6.

(5)  The exercise price will not be reduced, if, in case of a resolution about a
     capital increase or the flotation of partial debentures with convertible or
     option rights. INTERSHOP AG grants also to the Optionees a direct or
     indirect subscription right on the new shares or on the new partial
     debentures with convertible or option rights, and thereby the Optionees
     will be placed in such a way, as if they already would have exercised.

                                   Section 6
                        Implementation of the exercise

(1)  For exercising the option the Optionee has to provide

     a)  the office, which is in charge of the exercise, with the original stock
         option or stock option agreement, or Global Stock Option respectively,
         regarding those options which shall be exercised, and

     b)  with a written notice, whose form will be provided by the office (S 12
         (1)), endorsed in duplicate, and

     c)  has to pay the exchange price completely and free of any costs and fees
         to INTERSHOP AG and its account named in the form, and

     d)  has to provide security for the arising witholding wage taxes (S 11
         (2)).

(2)  Notices, which reach the office outside of the exercise periods pursuant to
     S 3 (4), or during those periods, in which pursuant to S 3 (5) the exercise
     is excluded, are considered as delivered and arrived on the next bank
     working day, on which the exercise is admissible again. The Optionee can
     withdraw the Notice of Exercise only until it is considered as arrived.

(3)  The new issue shares will be issued in order of the payments received on
     the account of INTERSHOP AG.

(4)  The shares will be exclusively issued us global documents. The right for
     single documentation is excluded. The global share certificates will be
     issued to the depository institution, or the depository bank, within ten
     (10) business days after the expiration of the exercise period.

(5)  In case that stock options have been exercised after the print order for
     the invitation to the shareholder's meeting, at which capital measures or
     the issue of convertible bonds will be resolved, has been given, new shares
     can be issued only after the related resolutions have been resolved and, if
     necessary, entered at the commercial register. The office in charge for the
     exercise will inform the optionees ten (10) business days before begin of
     the qualifying period about its expected term.

                                   Section 7
                   Entitlement to a profit of the new shares

Provided that new shares have been issued because of the exercise, those new
issued shares will partake of the profits beginning with the business year for
which the shareholders' meeting has not resolved a resolution regarding the
earned surplus at the time of the issuance of the appropriate new shares
(Section 4, Paragraph 2 of the articles of incorporation ("Satzung")).

                                   Section 8
                           Disposal of option rights

The stock options are neither transferable or tradable.

                                   Section 9
                                  Succession

(1)  The option rights are freely inheritable.

(2)  As far as any disposals about stock options and the new issued shares,
     generated by the exchange, have been made in the way of the distribution by
     joint heirs or by transfer of part-inheritances to a third party, the
     office in charge of the exercise has to be notified in writing. Appropriate
     applies, if an option right, or a part-inheritance for fulfillment of a
     legacy, shall be transferred to a third party.

                                  Section 10
                                  Expiration

(1)  The stock option has to be exercised, unless an extension of the exercise
     period has been announced by the INTERSHOP AG, within five (5) years after
     its grant, otherwise it expires to the extent not exercised without
     compensation.

(2)  The stock options expire, if the employment or the consulting relationship
     between the Optionee and INTERSHOP AG or its affiliated corporations has
     been terminated within the probationary period.

(3)  After the employment or the consulting relationship between the Optionee
     and INTERSHOP AG or its affiliated corporations has been terminated, any
     stock options expire which have not been vested on the date of termination
     of the employment or the consulting relationship pursuant to S 3 (3). If
     an employment or a consulting relationship ends on a due date, all those
     options will still become due (vest), which become due on that date.

(4)  The expiration of the stock options occurs as a condition subsequent
     pursuant to S158







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(2)  BGB (German Civil Code) automatically and opposite the respective Optionee,
     or his, or her, successor in title pursuant to S9, without requiring a
     special statement by INTERSHOP AG or the Optionee or his, or her, successor
     in title. In such case INTERSHOP AG can reclaim the stock option
     (Optioneeclien) against the respective owner, for the grant of a new stock
     option, in which only the vested (due) stock options will be indicated.

                                  Section 11
                                     Taxes

(1)  INTERSHOP AG points out that the grant of stock options as well as their
     exercise leads to taxable benefits in money's worth for the original
     Optionee.

(2)  The Optionee, or his, or her, successor in title respectively, is liable to
     every taxation, which results in the context of the disposal of option
     rights or their exercise, including church tax and solidarity tax
     ("Solidaritalszuschlag"), whereby INTERSHOP AG can deduct these taxes from
     the Optionee's salary and, if necessary, pay over to the responsible tax
     office in the way of the wage tax installation as well as, as far as
     required by law, can make the issue of shares, if necessary, subject to the
     proof of appropriate tax payments by the Optionee or to the provision of an
     appropriate security.

                                  Section 12
                              Insider regulations

INTERSHOP AG points out that the Optionee might be subject to insider
regulations and, in case of ignoring those regulations, can be liable to
prosecution.  In particular, insiders must not exercise their options based on
their inside information (S14) (1) Wertpapierhandelsgesetz, (security trading
law)).  Further information will be provided by the office, which is in charge
of the exercise.

                                  Section 13
                                 Miscellaneous

(1)  The place, which is in charge of the exercise, is the executive board
     ("Vorstand") of INTERSHOP AG.

(2)  Place of performance and place of jurisdiction are Hamburg/Germany, as far
     as such an agreement is legally admissible.

(3)  This Stock Option Plan and the stock options as well as the rights and
     obligations of the Optionee and the INTERSHOP AG are subject exclusively to
     the laws of the Federal Republic of Germany.

(4)  If individual regulations of this Stock Option Plan should not be legally
     effective totally or partly, or lose their legal force, then thereby, in
     all other respects, the validity of the Plan shall not be affected. For
     such case, the parties commit themselves to agree upon a valid regulation
     in place of the ineffective regulation which, as far as legally possible,
     comes close to the economic purpose pursued by the ineffective regulation
     considering the mutual interests of the parties stated in this Plan. The
     same applies, if and as far as this Stock Option Plan contains a gap not
     foreseen by the parties.

                                  Section 14
            Special Provisions for United States resident Optionees

(1)  Unless sooner terminated by INTERSHOP AG, this Plan shall terminate on the
     last business day prior to June 23, 2008.

(2)  Subject to adjustments upon changes in stock the number of shares that may
     be issued under this Plan is 500,000.

(3)  Any employee (employee, officer or director) of INTERSHOP AG or any of its
     affliliates is eligible to receive a grant of an stock option under this
     Plan unless he or she is a member of the management or supervisory board of
     INTERSHOP AG or any of its affiliates; provided, however, that with respect
     to Incentive Stock Options as defined by Section 422 of the U.S. Internal
     Revenue Code of 1986 as amended and the regulation promulgated thereunder
     (the "Code") and for purposes of said Section 422, "employee" means any
     person who is considered an employee of INTERSHOP AG or any parent or
     subsidiary corporation as defined by Section 424(e) and (f) of the Code.

(4)  Notwithstanding S 10 (1), upon termination of employment pursuant to S10
     (3) all options vested pursuant to S3 (3) have to be exercised within the
     next applicable execise period (S3 (4)), or within six (6) months, if
     termination is due to death or disability. After expiration of these
     periods the stock options expire. In case of a termination within the
     waiting period (S3 (2) the exercise period shall only begin after
     expiration of the waiting period. No post-termination exercise shall be
     permitted, if the employment is terminated for cause.

(5)  An income statement and balance sheet will be provided to each holder of a
     California Option at least annually.