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                                                           Exhibit 10-2

                          NONQUALIFIED STOCK OPTION PLAN


1.  Purpose

The Stock Option Plan (the "Plan") of e-Net, Inc. ("the Company"), is designed
to enable key employees and directors of the company and its Subsidiaries to
acquire or increase a proprietary interest in the Company, and thus to share in
the future success of the Company's business.  Accordingly, the Plan is intended
as a further means not only of attracting and retaining outstanding management
personnel but also of promoting a closer identity of interests between
executives and stockholders.  Since the executives eligible to receive Options
under the Plan will be those who are in positions to make important and direct
contributions to the success of the Company, the directors believe that the
grant of Options under the Plan will be in the Company's interest.


2.  Definitions

Unless the context clearly indicates otherwise, the following terms, when used
in the Plan, shall have the meanings set forth in this Section 2.

  (a)  "Beneficiary" means the person or persons designated in writing by the
       Grantee or, in the absence of such a designation or if the designated 
       erson or persons predecease the Grantee, the Grantee's Beneficiary shall
       be the person or persons who acquire the right to exercise the Option by
       bequest or inheritance.  In order to be effective, a Grantee's 
       designation of a Beneficiary must be on file with the Committee before 
       the Grantee's death.  Any Such designation may be revoked and a new 
       designation substituted therefore at any time before the Grantee's death.
  (b)  "Board of Directors" or "Board" means the Board of Directors of the
       Company.
  (c)  "Code" means the Internal Revenue Code of 1986, as amended from time to
       time.
  (d)  "Committee" means committee consisting of  the members of the 
       Compensation Committee of the Board of Directors who are "disinterested 
       persons" within the meaning of Rule 16b-3 under the Securities and 
       Exchange Act of 1934 (or any successor rule of similar import).
  (e)  "Disability"  means a disability as defined in the Company's Long-Term
       Disability Plan, as amended from time to time.
  (f)  "Grantee" means a person to whom an Option has been granted under the
       Plan.
  (g)  "Option" means an option to purchase a share or shares of the Company's
       par value common stock.
  (h)  "Option Agreement" means the written agreement to be entered into by the
       Company and the Grantee, as provided in Section 7 hereof.
  (i)  "Quota" means the portion of the total number of Shares subject to an
       Option which the Grantee may purchase during each of the several periods
       of the Term of the Option (if the Option is subject to Quotas), as 
       provided in Section 10(b) hereof.
  (j)  "Retirement" means retirement pursuant to the Company's Retirement 
       Pension Plan, as amended from time to time.
  (k)  "Shares" means shares of the Company's par value common stock.
  (l)  "Subsidiary" means a subsidiary corporation as defined in Section 424(f)
       of the Code (or a successor provision of similar import).
  (m)  "Term" means the period during which a particular Option may be exercised
       in accordance with Section 10(a) hereof.
  (o)  Whenever used herein, unless the context indicates otherwise, words in 
       the masculine form shall be deemed to refer to females as well as to 
       males.


3.  Effective Date of Plan

This Plan shall become effective when adopted by the Board of Directors;
provided, however, that if the Plan is not approved by the holders of a majority
of the outstanding Shares prior to the  first anniversary date of its adoption
by the Board, the Plan and all Options granted under the Plan prior to such
anniversary shall be null and void and shall be of no effect.


4.  Number and Source of Shares Subject to the Plan

    (a)  The Company may grant Options under the Plan for not more than Five
         Hundred Thousand (500,000) Shares, together with the Shares for which
         Options were previously authorized under the Plan prior to its 
         amendment and extension, (subject, however, to adjustment as 
         provided in Section 15 hereof) Which shall be provided from Shares in 
         the treasury or by the issuance of Shares authorized but unissued.


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    (b)  In the event that an Option shall for any reason lapse or be terminated
         without being exercised in whole or in part, the Shares subject to the
         Option shall be restored to the total number of Shares with respect to
         which Options  may be granted under the Plan, but only to the extent 
         that the Option has not previously been exercised.

5.   Administration of the Plan

    (a)  The Plan shall be administered by the Committee, except that 
         non-Committee members of the Board shall approve awards of options, 
         if any, to any Committee members.
    (b)  The Committee shall adopt such rules or procedures as it may deem 
         proper; provided, however, that it may take action upon the agreement 
         of a majorityof its members then in office.  Any action that the 
         Committee may take through a written instrument signed by a majority 
         of its members then in office shall be as effective as though taken 
         as a meeting duly called and held.
    (c)  The powers of the committee shall include plenary authority to 
         interpret the Plan, and, subject to the provisions hereof, the 
         Committee may determine(1) the persons to whom Options shall be 
         granted, (2) the number of Shares subject to each Option, and (3) the 
         Term of each Option, the date on which each Option shall be granted, 
         and (5) the provisions of each Option Agreement.

6.   Employees Eligible to Receive Options

    (a)  Options may be granted under the Plan to key employees or Directors 
         of the Company or any Subsidiary (including employees who are 
         directors).  All determinations by the Committee as to the identity of
         the persons to whom Options shall be granted hereunder shall be 
         conclusive.
  
    (b)  An individual employee may receive more than one Option.

7.  Option Agreement

    (a)  No Option shall be exercised by a Grantee unless he shall have executed
         and delivered an Option Agreement.
  
    (b)  Appropriate officers of the company are hereby authorized to execute 
         and  deliver Option Agreements in the name of the company as directed 
         from time to time by the Committee.

8.  Nonqualified Options

It is intended that the Options granted hereunder will not be "incentive stock
options" within the meaning of Section 422(b) of the Code.

9.  Option Price

The option price to be paid by the Grantee to the company for each Share
purchased upon the exercise of the Option shall be equal to the fair market
value of the Share on the date the Option is granted.  In no event may an Option
be granted under the Plan if the Option price per share is less than the par
value of a Share.

10.  Term and Quotas of Options; Exercise of Option During life of Grantee

    (a)  Each Option granted under the Plan shall be exercisable only during 
         a Term commencing at least one year after the date when the option was 
         granted; provided, that in the case of an Option that is granted at 
         the time the Grantee first becomes employed by the company or a 
         Subsidiary, the Committee shall have the authority to shorten or 
         eliminate the foregoing one-year period.  The Term of each Option shall
         end (unless the Option shall have terminated earlier under any other 
         provision of the Plan) on a date fixed by the Committee and set forth 
         in the applicable Option Agreement. In no event shall the Term of the 
         Option extend beyond ten years from the date of grant of the Option.
    (b)  The Committee shall have authority to grant both Options exercisable in
         full at any time during their Term and/or Options exercisable in 
         Quotas. Quotas or portions thereof not purchased in earlier periods 
         shall be cumulative and shall be available 



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         for purchase in later periods within the Term of the Option.  In 
         exercising an Option, the Grantee may purchase less than the full 
         Quota available under the Option.
    (c)  Options shall be exercised by delivering or mailing to the Committee:
         (1) a notice, in the form and in the manner prescribed by the 
             Committee, specifying the number of Shares to be purchased, and 
         (2) payment in full of the Option price for the Shares by money order,
             cashier's check, or certified check, and/or by the tender of 
             Shares to the Company; provided that Shares tendered in exchange 
             for Shares issued under the Plan must be held by grantee for at 
             least one year  prior to their tender to the company; and provided
             further, that the committee shall determine acceptable methods 
             for tendering Shares to exercise an Option under the Plan, and 
             may impose such limitations and prohibitions on the use of Shares 
             to exercise an Option as it deems appropriate.  The Committee 
             shall determine the fair market value of any shares used to 
             exercise an Option.  The date of exercise shall be  deemed to be 
             the date that the notice of exercise and payment of the Option 
             Price are received by the Committee.
    (d)  Subject to Section 12(a) below, upon receipt of the notice of exercise
         and upon payment of the Option price, the Company shall promptly 
         deliver to the Grantee a certificate or certificates for the Shares 
         purchased, without charge to him for issue or transfer tax. 

11.  Conditions on Exercise

    (a)  The exercise of each Option  granted under the Plan shall be subject to
         the condition that if at any time the Company shall determine in its
         discretion that the satisfaction of withholding tax or other 
         withholding liabilities, or 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 
         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 thereunder, then in any such event 
         such exercise shall not be effective unless such withholding, listing,
         registration, qualification, consent or approval shall have been 
         effected or obtained free of any conditions not acceptable to the 
         Company.  Any such postponement shall not extend the time within which
         the Option may be exercised; and neither the Company nor its directors
         or officers shall have any obligations or liability to the Grantee or 
         to a Beneficiary with respect to any Shares as to which the Option 
         shall lapse because of such postponement.
    (b)  All Options granted under the Plan shall be nontransferable other than 
         by will or by the laws of descent and distribution in accordance with 
         Section 12(a) hereof, and an Option may be exercised during the 
         lifetime of the Grantee only by him.
    (c)  Upon the purchase of Shares under an Option, the stock certification 
         or certificates may, at the request of the Grantee or his Beneficiary, 
         be issued in his name and the name of another person as joint tenants 
         with right of survivorship.

12.  Exercise of Options After Death, Disability, Retirement, or Other
Termination of Employment

    (a)  Death.  If a Grantee's employment with the Company or a Subsidiary 
         shall cease due to the Grantee's death, or if  the Grantee shall die 
         within twelve months after cessation of employment while the Option 
         is exercisable pursuant to paragraph (b) below, or if the Grantee 
         shall die within three months after cessation of employment while the 
         Option is exercisable pursuant to paragraph (c) below, any Option held 
         by the Grantee on the date of his death may be exercised only within 
         twelve months after the Grantee's death, and only by the Grantee's 
         Beneficiary, to the extent that such Option have been exercised by 
         such deceased Grantee immediately before the Grantee's death.  In no 
         event shall the Option be exercisable after the expiration date 
         thereof specified in the Option Agreement.
    (b)  Disability.  If a Grantee's employment with the Company or a Subsidiary
         ceases due to his disability, after at least one year of continuous
         employment with the Company and/or such Subsidiary immediately 
         following the date on which an Option, to the extent that the Option 
         could be exercised at the cessation of employment, then the Option 
         may be exercised at any time within twelve months after the Grantee 
         shall cease to be an employee.  In no event shall the Option be 
         exercisable after the expiration date thereof specified in the Option 
         Agreement.
    (c)  Retirement.  If a Grantee's employment with the Company or a Subsidiary
         ceases due to his retirement, after at least one year of continuous
         employment with the Company and/or such Subsidiary immediately 
         following the date on which an Option was granted, the Grantee may 
         exercise the Option to the extent the Option could be exercised at the
         cessation of employment, at any time within three months after the 
         Grantee shall so cease to be an employee.  In no event shall the 
         Option be exercisable after the expiration date thereof specified in 
         the Option Agreement.
  
    (d)  Termination for Other Reasons.  Upon termination of a Grantee's 
         employment with the Company and its Subsidiaries for any reason other 
         than those specified in subsections (a) through (c) above, the 
         Grantee's outstanding Options shall be immediately canceled.




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13.  Stockholder Rights

No person shall have any rights of a stockholder  by virtue of an Option except
with respect to Shares actually issued to him, and the issuance of Shares shall
confer no retroactive right to dividends.

14.  Adjustment for Changes in Capitalization

In the event that there is any change in the Shares through merger,
consolidation, reorganization, recapitalization or otherwise, or if there shall
be any dividend on the Company's Shares, payable in such Shares, or if there
shall be a stock split or a combination of Shares, the aggregate number of
Shares available for Options, the number of Shares subject to outstanding
Options, and the Option price per Share of each outstanding Option shall be
proportionately adjusted by the Board of Directors as it deems equitable in its
absolute discretion, to prevent dilution or enlargement of the rights of the
Grantees; provided, that any fractional Shares resulting from such adjustments
shall be eliminated.  The Board's determination with respect to any such
adjustments shall be conclusive.

15.  Effect of Merger or Other Reorganization

If the Company shall be the surviving corporation in a merger or other
reorganization, Options shall extend to stock and securities of the Company to
the same extent that a holder of that number of Shares immediately before the
merger or consolidation corresponding to the number of Shares covered by the
Option would be entitled to have or obtain stock and securities of the Company
under the terms of the merger or consolidation.  If the Company dissolves, sells
substantially all of its assets, is acquired in a stock for stock or securities
exchange, or is a party to a merger or other reorganization in which it is not
the surviving corporation, then each Option shall be exercisable in full within
the period 60 days commencing upon the date the action of the shareholders (or
of the Board if shareholders' action is not required) is taken to approve the
transaction, and upon the expiration of that period all Options shall
automatically terminate.

16.  Termination, Suspension or Modification of Plan

The Board of Directors may at any time terminate, suspend, or modify the Plan,
except that the Board of Directors shall not, without the authorization of the
holders of a majority of the Company's outstanding Shares at a shareholders'
meeting duly called and held, change (other than through adjustment for changes
in capitalization as provided in Section 14  hereof (a) the aggregate number of
Shares with respect to which Options may be granted; (b) the class of persons
eligible for Options, (c) the Option price; or (d) the maximum duration of the
Plan.  No termination, suspension or modification of the Plan shall adversely
affect any right acquired by any Grantee, or by any Beneficiary, under the terms
of an Option granted before the date of such termination, suspension or
modification, unless such Grantee or Beneficiary shall consent; but it shall be
conclusively presumed that any adjustment for changes in capitalization in
accordance with Section 14 hereof does not adversely affect any such right.

17.  Application of Proceeds

The proceeds received by the company from the sale of Shares under the Plan
shall be used for general corporate purposes.

18.  Duration of the Plan

Unless sooner terminated in accordance with Section 16 hereof, the amended and
extended Plan shall remain in effect for a period of ten years from the date of
its amendment and extension by the Board of Directors.

19. Competition by Participant.  

In the event a participant , within such period of time as shall be specified in
the related Option Agreement, directly or indirectly, individually or as an
employee, partner, officer, director, or stockholder or in any other capacity
whatsoever of any person, firm, partnership or corporation:  (i) recruits,
hires, assists others in recruiting or hiring, discusses employment with or
refers to others any person who is, or within the preceding 12 months was, an
employee of  the Company or any subsidiary thereof or any present, 


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prospective of former subsidiary thereof ;  (ii) competes with the Company or
any subsidiary thereof in such segments of the business of the Company and
within such territory as shall be specified in such related  Agreements: (iii)
uses in competition with the Company or any subsidiary thereof, customer,
prospective customer or former customer, within such segments and specified
territory, any of  the methods, information or systems developed by the Company
or any subsidiary thereof for its customers, prospective customers or former
customers where the Company or any subsidiary thereof or such customer ,
prospective customer or former customer does business; or (iv) calls upon,
solicits, accepts employment with, sells or endeavors to sell to, within such
segments and specified territory, any customer, prospective customer or former
customer of the Company or any subsidiary thereof; the following provisions
shall apply with respect to any shares of  Option Stock received and  options
granted under this Plan as of  the date of the first occurrence prohibited under
this provision:

         A.  Such participant: (i)  shall immediately sell and deliver to the 
Company (as designated by the Committee), upon demand, all shares of Option 
Stock sold or awarded to the participant under the Plan as to which the 
participant is still the direct or indirect beneficial owner at the cash 
price per share, if any, paid by the participant; and (ii) shall pay  to the 
Company (as designated by the Committee) an amount in cash with respect to 
each share of Option Stock, not still so held equal  to the Fair Market Value 
of each such share on the first date on which such share is no longer held 
less the price paid by him for such share.

         B.  Any option outstanding under the Plan shall automatically
terminate and shall no longer be execrable and all  Restricted Stock Units then
held shall automatically terminate.

         C.  The provisions of this Section shall not limit or restrict in any
manner any rights or remedies which the Company and its subsidiaries may have
under any separate employment agreement with a participant  and or otherwise
with respect to competition by a participant.

          If any provisions of this Section 19  should be found by any court of
competent jurisdiction to be unreasonable by reason of its being too broad as to
the period of time, territory, aspects of business or customers covered or
otherwise, then, and in that event, such provision shall nevertheless remain
valid and fully effective, but shall be considered to be amended so that the
period of  time, territory, aspects of business of customers covered or
otherwise set forth shall be changed to be the maximum period of  time, the
largest territory, the most aspects of business and customers covered and/or the
broadest other limitations, as the case may be, which would be found reasonable
and enforceable by such court and similarly, if any remedy is so found to be
unenforceable in whole or in part, or  to any extent, such provision shall
remain in effect only to the extent the remedies would be enforceable by such
court.

20.  Related Agreements. 

In order to enforce the restrictions imposed upon shares issued and options
granted hereunder and to comply with Federal and state securities laws and the
Code, the Company shall enter into a Option Stock Agreements  with each
participant containing such terms and conditions, including additional
restrictions as the Committee shall determine, and the Committee may require
that the certificates representing shares of Unvested Stock shall remain in the
physical custody of the Company.  The Committee shall have full authority upon
the consent of a participant to amend the terms and provisions of any such
agreement relating to the participant or the terms of any options relating to
the participant or the terms of any options relating to the participant which
are outstanding under the Plan.

21.  No Effect on Employment. 

Nothing herein, contained, including the sale or  award of any shares and the
grant of any options, shall affect the right of the Company to terminate any
participant's employment at any time for any reason.

22.  General Provisions    

The grant of an Option in any year shall not give the Grantee any right to
similar grants in future years or any right to be retained in the employ of the
Company or its Subsidiaries.


23.  Governing Law   

The Plan shall be construed and its provisions enforced and administered in
accordance with the laws of Delaware except to the extent that such laws may be
superseded by any Federal law.