EXHIBIT 10.2

                        1998 STOCK OPTION PLAN
                                   
                                  OF
                                   
                          SOFTLOCK.COM, INC.
                                   
     1.   PURPOSE. The purpose of this Stock Option Plan (the "Plan") is to
advance the interests of SoftLock.com, Inc. (the "Company") and its
shareholders by permitting the Company to provide, through options to
purchase the Common Shares, $0.01 par value ("Shares"), of the Company,
long-term incentives and rewards to directors, consultants, officers and
other key employees responsible for the success and growth of the Company
and to attract and retain such persons on a competitive basis. It is the
intent of the Company that such individuals be encouraged to obtain and
retain an equity interest in the Company and each optionee will be
specifically apprised of said intent.

     2.   EFFECTIVE DATE. The effective date of the Plan shall be the date
on which the Plan is adopted by the Board of Directors of the Company.
Options may be granted to optionees on and after such date, but all such
options shall be conditioned upon ratification of the Plan by the
shareholders within twelve months after the date of its adoption by the
Board of Directors.

     3.   SHARES OF STOCK SUBJECT TO THE PLAN. Subject to adjustment as
provided in Section 9(g) below, an aggregate of 3,000,000 Shares shall be
available for grant under the Plan. Such Shares may be authorized but
previously unissued Shares or Shares repurchased by the Company, including
Shares purchased in the open market. In the event that any outstanding
option under the Plan for any reason expires or is terminated, the Shares
allocable to the unexercised portion of such option may again be available
for subsequent option grants under the Plan.

     4.   ADMINISTRATION OF THE PLAN. The Plan shall be administered by the
Board of Directors ("Board") of the Company, and the Board shall select the
optionees to whom options may be granted, determine the number of Shares to
be offered to each such optionee, determine when options may be exercised,
and interpret, construe and implement the provisions of the Plan.

     Subject to the express provisions and limitations of the Plan, the
Board shall also have authority to construe the respective options and the
Plan, to prescribe, amend and rescind rules and regulations relating to the
Plan, to determine the term and provisions not specified in or incorporated
with the Plan to be included in the respective options (which need not be
uniform) and to make all other determinations necessary or advisable for
administering the Plan.

     The Board may correct any defect or supply any omission or reconcile
any inconsistency in the Plan or in any option in the manner and to the
extent appropriate, and it shall be the sole and final judge in such
circumstances. All actions or determinations of the Board on the matters
referred to in this section shall be conclusive. No member of the Board
shall be liable for any action or determination made in good faith with
respect to the Plan or any option granted under it.

     5.   ELIGIBLE PERSONS. The class of persons eligible to receive
options under the Plan will consist of officers, directors, consultants and
key employees of the Company. In making its

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determination as to whether an option will be granted under the Plan and
the number of Shares to be subject to each option, the Board will take into
account the duties of the director, consultant, officer or employee, the
present and potential contributions of that person to the success of the
Company and other factors which the Board, in its discretion, consider to
be reasonable and appropriate in connection with accomplishing the purposes
of the Plan.

     The Board also may authorize the granting of options to prospective
employees of the Company. In the case of a prospective employee, grant of
the option shall be on the condition of employment by the Company in a key
position, and the date of the grant of the option shall be the date such
employment begins or such later date as the Board may have specified when
authorizing the grant. If the Board shall so determine, additional options
under the Plan may be granted to optionees who hold or have held options
under this or other stock option plans of the Company, and options under
the Plan may be granted in substitution for options granted under this or
other stock option plans of the Company.

     6.   GRANT OF OPTIONS. Options may be granted to such eligible key
employees, consultants, directors, and officers, and in such amounts, as
the Board, in its discretion may from time to time determine. These options
may be either Incentive Stock Options within the meaning of Section 422 of
the Internal Revenue Code of 1986, as amended (the "Code") or Non-Qualified
Stock Options (i.e., stock options which are not incentive stock options),
or a combination of both; provided, however, that Incentive Stock Options
shall be awarded only to employees of the Company or any subsidiary of the
Company. Options may contain dissimilar provisions provided that all such
provisions are consistent with the Plan.

     The options shall be evidenced by Stock Option Agreements in such form
as the Board shall approve from time to time, which Agreements shall
conform to the Plan.

     7.   PROVISIONS OF INCENTIVE STOCK OPTIONS.  Each Incentive Stock
Option granted under the Plan will contain the provisions of Section 9, and
in addition, such terms, conditions and restrictions as the Board deems to
be reasonable and appropriate and in the best interests of the Company,
including the following:

          (a)  NUMBER OF SHARES. Each option will specify the number of
               Shares which may be acquired.

          (b)  PURCHASE PRICE. The option price per Share shall be not less
               than 100% of the fair market value of the Company's Shares
               at the time such option is granted, as determined in good
               faith by the Board, provided that, in the event the option
               holder owns more than 10% of the combined voting power of
               all classes of stock of the Company or of a parent or
               subsidiary of the Company ("Ten Percent Shareholder") at the
               time of the grant, then the purchase price will be not less
               than 110% of such fair market value. Subject to the
               foregoing, the Board shall have full authority and
               discretion to fix the option price and shall be fully
               protected in so doing.

          (c)  FAIR MARKET VALUE LIMITATION. The fair market value
               (determined as of the date the option is granted) of Shares
               for which Incentive Stock Options are exercisable for the

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               first time by an employee in any calendar year (under this
               Plan or any other plan that provides for the granting of
               Incentive Stock Options) may not exceed $100,000.

          (d)  DISQUALIFYING DISPOSITION. In the event of a disposition of
               Shares acquired upon exercise of an option which is deemed
               "disqualifying" under Section 422 of the Code, so as to
               require the withholding of federal, state or local taxes,
               the option holder agrees promptly to pay to the Company the
               amount of such taxes if the Company is unable to withhold
               the necessary sums.

     8.   PROVISIONS OF NON-QUALIFIED STOCK OPTIONS. Each Non-Qualified
Stock Option granted under the Plan will contain the provisions of Section
9 and in addition, such terms, conditions and restrictions as the Board
deems to be reasonable and appropriate and in the best interests of the
Company, including the following:

          (a)  NUMBER OF SHARES. Each option will specify the number of
               Shares which may be acquired.

          (b)  PURCHASE PRICE. The purchase price of the Shares under each
               option shall be determined by the Board in its sole
               discretion. The purchase price may be less than the fair
               market value of the Shares at the time of granting, but may
               not be less than ten (10%) thereof.

          (c)  WITHHOLDING. Each option shall provide that the option
               holder shall agree to pay to the Company upon exercise of
               the option all federal, state and local taxes required to be
               withheld. The Board may, nevertheless, determine to withhold
               from the Shares to be issued that number of Shares valued at
               their fair market value at the time, that would satisfy the
               amount required to be withheld.

     9.   PROVISIONS APPLICABLE TO ALL STOCK OPTIONS.

          (a)  TERM. Each option granted pursuant to this Plan shall be
               exercisable in full or in installments at such time or times
               and during such periods as the Board, in its sole
               discretion, may determine at the time such option is
               granted, provided, however, that no option shall be
               exercised after the expiration of ten (10) years from the
               date it is granted and provided further that no incentive
               stock option granted to a Ten Percent Shareholder shall be
               exercisable more than five years from the time it is granted.

          (b)  EXERCISE AND PAYMENT. To exercise an option, the option
               holder shall deliver to the Company a written notice
               specifying the number of Shares being purchased accompanied
               by payment in full for the Shares being purchased. Each
               option will provide that the purchase price of any Shares
               purchased upon exercise of the option shall be payable in
               full on the exercise date, in cash or by check, or, in the
               discretion of the Board, by delivery of Shares owned by the
               option holder (with appropriate documents of transfer), by
               surrender of exercisable options to purchase Shares, or by
               any combination of the foregoing. Any Shares so delivered
               shall be valued at the fair market value of the Shares on
               such date. Any options so surrendered shall be valued

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               at the difference between the fair market value of the
               Shares at the time of surrender and the exercise price
               thereof.

          (c)  TRANSFER. Each option by its terms will be exercisable,
               during the lifetime of the option holder to whom it is
               granted, only by the option holder and will not be
               transferable otherwise than by will or the laws of descent
               and distribution.

          (d)  TERMINATION EXCEPT DEATH. In the event that the directorship
               or employment or other relationship underlying the issuance
               of the option of an optionee is terminated for cause, such
               optionee's option rights both accrued and future under any
               then outstanding option shall be forfeited and terminated
               immediately and may not thereafter be exercised to any
               extent.

               In the event that the directorship or employment or other
               relationship underlying the issuance of the option of the
               optionee is terminated for any reason other than cause, or
               optionee's death, subject to the condition that no option
               shall be exercisable after the expiration of ten (10) years
               from the date it is granted, such optionee shall have the
               right to exercise the option at any time within three (3)
               months after such termination of directorship or employment
               or other relationship underlying the issuance of the option
               or resignation or removal from office, unless with respect
               to non-qualified stock options the Board shall otherwise
               provide. This right of exercise shall exist to the extent
               the optionee's right to exercise such option has accrued
               pursuant to subparagraph 9(a) of the Plan and had not
               previously been exercised at the date of such termination
               except that in the case of a permanent disability or a
               retirement approved by the Board, the Board may accelerate
               the vesting of such option at the time of the disability or
               at the time the retirement is approved. The granting of an
               option to an eligible person does not alter in any way the
               Company's right to terminate such person's employment or
               office or other relationship at any time for any reason, nor
               does it confer upon such person any rights or privileges
               except as specifically provided for in the Plan.

          (e)  DEATH OF OPTIONEE AND TRANSFER OF OPTION. If the optionee
               shall die while a director of the Company or while in the
               employ of the Company or while in office or within a period
               of three (3) months after the termination, other than for
               cause, of optionee's duties with the Company, and optionee
               shall not have fully exercised the option, the option may be
               exercised, subject to the condition that no option shall be
               exercisable after the expiration of ten (10) years from the
               date it is granted, to the extent that the optionee's right
               to exercise such option had accrued pursuant to subparagraph
               9(a) of the Plan at the time of optionee's death and had not
               previously been exercised, (or to the extent that the Board
               within thirty (30) days of the date of death shall have
               accelerated the vesting of the option) at any time within
               one (1) year after the optionee's death, by the executors of
               administrators of the optionee or by any person or persons
               who shall have acquired the option directly from the
               optionee by bequest or inheritance.

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               No option shall be transferable by the optionee otherwise
               than by will or the laws of descent and distributions.

          (f)  ACCELERATION UNDER CERTAIN CIRCUMSTANCES. Notwithstanding
               any provisions contained in this Plan or in a Stock Option
               Agreement deferring the right of an optionee to exercise an
               option, the option shall, at the discretion of the Board,
               become fully vested and optionee shall be entitled to
               exercise such option, in whole or in part, during the 30-day
               period (i) following the first purchase of Shares of the
               Company pursuant to a tender offer or exchange offer (other
               than an offer by the Company) for all, or any part of, the
               Company's Shares or (ii) commencing on the date of approval
               by the shareholders of the Company of an agreement for (a)
               a merger or consolidation or similar transaction in which
               the Company will not survive as an independent corporation,
               or (b) a sale, exchange or other disposition of all or
               substantially all of the Company's assets.

          (g)  ADJUSTMENT UPON CHANGES IN CAPITALIZATION. In the event of
               a reorganization, recapitalization, stock split, stock
               dividend, stock distribution, combination of shares, merger,
               consolidation, rights offering, or any other change in the
               corporate structure or Shares of the Company, the Board
               shall make such adjustment, if any, as it may deem
               appropriate in the number and kind of Shares authorized by
               the Plan, in the number and kind of Shares covered by the
               options granted and in the option price. Any such adjustment
               may provide for the elimination of any fractional shares
               which otherwise might become subject to any option without
               payment therefor.

          (h)  MODIFICATION, EXTENSION AND RENEWAL OF OPTIONS. Subject to
               the terms and conditions and within the limitations of the
               Plan, the Board may modify, extend or renew outstanding
               options granted under the Plan, or accept the surrender of
               outstanding options under the Plan or under any other stock
               option plan of the Company (to the extent not theretofore
               exercised) and authorize the granting of new options under
               the Plan in substitution therefor (to the extent not
               theretofore exercised).

     10.  RIGHTS AS A SHAREHOLDER. No rights as a shareholder shall exist
with respect to any Shares covered by an option until the date of the
issuance of a stock certificate for such Shares.  Stock certificates will
be issued within thirty (30) days of option exercise.

     11.  GOVERNMENT REGULATIONS. The Plan, the options and the Shares so
affected will be subject to all applicable federal and state statutes,
rules and regulations, including, without limitation, all applicable
federal and state securities laws. If, in the opinion of the Company's
counsel, the transfer, issue or sale of any Shares under the Plan is not
lawful for any reason, the Company will not be obliged to transfer, issue
or sell any Shares.

     12.  INVESTMENT PURPOSE. Each option under the Plan shall be granted
only on the condition that all purchases of Shares thereunder shall be for
investment purposes, and not with a view to resale or distribution, except
that the Board may make such provision in options granted under this Plan
as it deems necessary or advisable for the release of such condition upon
the registration

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with the Securities and Exchange Commission of Shares subject to the
option, or upon the happening of any other contingency warranting the
release of such condition.

     13.  RESTRICTIONS ON ISSUING SHARES. The exercise of each option shall
be subject to the condition that if at any time the Company shall determine
in its discretion that the listing, registration or qualification of any
Shares otherwise deliverable upon such exercise upon any securities
exchange or under any state or federal law, or that the consent or approval
of any regulatory body, is necessary or desirable as a condition of, or in
connection with, such exercise or the delivery or purchase of Shares
pursuant thereto, then in any such event, such exercise shall not be
effective unless such listing, resignation, qualification, consent, or
approval shall have been effected or obtained free of any conditions not
acceptable to the Company.


     14.  AMENDMENT AND TERMINATION OF THE PLAN. The Board may terminate
the Plan or make such modifications or amendments thereof as it shall deem
advisable, or in order to conform to any change in any law or regulation
applicable thereto, except that no such amendment or modification shall
change the number or characteristics of the Shares issuable under the Plan
(subject to adjustment pursuant to Section 9(g) hereof) unless such
amendment or modification shall have the approval of the holders of a
majority of the then outstanding Shares of the Company. No amendment or
modification shall apply to adversely affect any optionee with respect to
whom an option shall heretofore have been granted.

     15.  APPLICATION OF FUNDS. The proceeds received by the Company from
the sale of Shares pursuant to options may be used for any corporate
purposes.

     16.  NO OBLIGATION TO EXERCISE OPTIONS. The granting of an option
shall impose no obligation upon the optionee to exercise such option.

     17.  FAIR MARKET VALUE. For purposes of this Plan, the "fair market
value" of the Company's Shares on a given date shall be (i) if the Shares
are listed on a National Exchange, the mean between the highest and the
lowest quoted selling price of said Shares on such stock exchange on such
date, provided at least one sale of said Shares took place on such exchange
on such date, and, if not, then on the basis of the closing price on the
last preceding date on which at least one sale on such exchange did occur,
or (ii) if the Shares are not listed on a National Exchange, the value as
determined by the Board in good faith.

     18.  TIME OF GRANTING. Neither anything contained in the Plan or in
any resolution adopted or to be adopted by the Board or the shareholders of
the Company nor any action taken by the Board shall constitute the granting
of any option. The granting of an option shall take place only when a
written option agreement substantially in the form of the option agreement
which is attached hereto and marked Exhibit A shall have been duly executed
and delivered by or on behalf of the Company and the optionee to whom such
option shall be granted.

     19.  FINANCING.  In the discretion of the Board, the Company may
guarantee bank loans or make loans to an option holder to finance the
option price of the shares purchased upon the

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exercise of an option and also to finance payment by the option holder of
income taxes incurred with such exercise upon the following terms and
conditions:

          (a)  TERM OF LOAN.  Each loan or guaranty will extend for a
               period of not more than five (5) years.

          (b)  PROMISSORY NOTE.  Each loan will be evidenced by a
               promissory note given by the option holder and for which the
               option holder shall have full personal liability.  Each such
               note shall bear interest at such rate per annum as
               determined by the Board which interest shall be not less
               than the rate in effect for the Company's senior
               indebtedness to a financial institution and shall be payable
               at such times as determined by the Board but at least no
               less frequently then annually.  Payments of principal, or
               installments hereof, need not be required by the terms of
               the notes, but may be required thereby if so determined by
               the Board.  Principal and interest may be prepaid in whole
               or in part, from time to time, without penalty.  Each such
               note shall in all events become due and payable without
               demand on the fifth anniversary of the date of the note, or
               upon the option holder's failure to pay any installment of
               principal and interest when due or within 30 days
               thereafter, or immediately upon the insolvency or bankruptcy
               of the option holder, or within 30 days from the date of
               termination of his employment or directorship or office for
               whatever cause, excepting only death, disability and
               retirement.  In the event of the death of an option holder,
               such note shall become due and payable without demand 9
               months from the date of such death.  In the event of the
               disability or retirement of a participant such note shall
               become due and payable without demand 3 months from the date
               of such permanent disability or approved retirement.

          (c)  PLEDGE OF SHARES.  Each note or guaranty will be secured by
               a pledge of the shares purchased with the proceeds of the
               loan which shall be deposited with the Company.  Dividends
               paid on shares subject to the pledge shall be first applied
               against interest charges due upon the bank loan, or the note
               secured, with any balance applied to reduce the principal
               thereof.  Regardless of any other provision of this Plan,
               shares pledged to secure the guaranty or note may not be
               withdrawn from the pledge unless the proportionate amount of
               the guaranteed bank loan or the note scurried thereby shall
               be immediately repaid.

          (d)  OTHER TERMS AND CONDITIONS.  All such notes, guaranty and
               pledges may contain such further terms and conditions
               consistent with this Plan, including provisions for
               additional collateral security, as may be determined by the
               Board from time to time.

          (e)  APPROVAL BY SHAREHOLDERS.  Approval and adoption of this
               Plan by the stockholders of the Company shall constitute
               full and complete authorization for any guaranty, loan or
               interest reimbursement made to or on behalf of the option
               holder.

          (f)  LOANS TO NON-EMPLOYEE DIRECTORS AND CONSULTANTS. 
               Notwithstanding anything contained herein to the contrary,
               if at the time such loan is granted the Company's shares are
               traded publicly, each note or guaranty representing a loan
               or guaranty to a

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               Non-Employee Director or Consultant shall be secured by a
               pledge of shares as then applicable federal regulations may
               require, or by such other or additional collateral security
               as the Board deems appropriate and in the best interests of
               the Company.

     20.  GOVERNING LAW. The Plan shall be construed and enforced in
accordance with the laws of New York State.

     21.  NO RIGHT TO CONTINUED EMPLOYMENT. Participation in the Plan shall
not give any employee any right to remain in the employ of the Company. The
Company reserves the right to terminate any participant at any time.

     22.  TERM OF PLAN. Options may be granted pursuant to the Plan from
time to time within a period of ten (10) years from the date the Plan is
adopted by the Board of Directors.


Date Plan adopted by Board of Directors:     July 28, 1998

Date Plan ratified by Shareholders:          July 28, 1998









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