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                                                                    EXHIBIT 10.2



                                CYBERCASH, INC.

                1995 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN,
                                   AS AMENDED

                          ADOPTED ON DECEMBER 20, 1995

                            APPROVED BY STOCKHOLDERS
                              ON FEBRUARY 1, 1996

                  AMENDMENT APPROVED BY THE BOARD OF DIRECTORS
                                ON JULY 18, 1997



1.       PURPOSE.

         (a)     The purpose of the 1995 Non-Employee Directors' Stock
Option Plan (the "Plan") is to provide a means by which each director of
CyberCash, Inc. (the "Company") who is not otherwise at the time of grant an
employee of or consultant to the Company or of any Affiliate of the Company
(each such person being hereafter referred to as a "Non-Employee Director")
will be given an opportunity to purchase stock of the Company.

         (b)     The word "Affiliate" as used in the Plan means any parent
corporation or subsidiary corporation of the Company as those terms are defined
in Sections 424(e) and (f), respectively, of the Internal Revenue Code of 1986,
as amended from time to time (the "Code").

         (c)     The Company, by means of the Plan, seeks to retain
the services of persons now serving as Non-Employee Directors of the Company,
to secure and retain the services of persons capable of serving in such
capacity, and to provide incentives for such persons to exert maximum efforts
for the success of the Company.

2.       ADMINISTRATION.

         (a)     The Plan shall be administered by the Board of
Directors of the Company (the "Board") unless and until the Board delegates
administration to a committee, as provided in subparagraph 2(b).


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         (b)     The Board may delegate administration of the Plan to
a committee composed of not fewer than two (2) members of the Board (the
"Committee").  If administration is delegated to a Committee, the Committee
shall have, in connection with the administration of the Plan, the powers
theretofore possessed by the Board, subject, however, to such resolutions, not
inconsistent with the provisions of the Plan, as may be adopted from time to
time by the Board.  The Board may abolish the Committee at any time and revest
in the Board the administration of the Plan.

3.       SHARES SUBJECT TO THE PLAN.

         (a)     Subject to the provisions of paragraph 10 relating to
adjustments upon changes in stock, the stock that may be sold pursuant to
options granted under the Plan shall not exceed in the aggregate one hundred
thousand (100,000) shares of the Company's common stock.  If any option granted
under the Plan shall for any reason expire or otherwise terminate without
having been exercised in full, the stock not purchased under such option shall
again become available for the Plan.

         (b)     The stock subject to the Plan may be unissued shares
or reacquired shares, bought on the market or otherwise.

4.       ELIGIBILITY.

         Options shall be granted only to a Non-Employee Director of the
Company who becomes a Non-Employee Director of the Company after the Effective
Date of the Plan.

5.       NON-DISCRETIONARY GRANTS.

         (a)     Each person who is, after the date that the
registration of the initial offering of shares of the Company's common stock
for sale to the public becomes effective (the "Effective Date"), elected for
the first time to be a Non-Employee Director automatically shall, upon the date
of his or her initial election to be a Non-Employee Director by the Board or
stockholders of the Company, be granted an option to purchase ten thousand
(10,000) shares of common stock of the Company on the terms and conditions set
forth herein.





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         (b)     On the date of each Annual Meeting of Stockholders of
the Company, commencing with the Annual Meeting of Stockholders occurring in
1997, each person who is then a Non-Employee Director automatically shall be
granted an option to purchase five thousand (5,000) shares of common stock of
the Company on the terms and conditions set forth herein.  If the Non-Employee
Director has not served for twelve months prior to such date, then the number
of shares subject to that Non-Employee Director's option under this
subparagraph 5(b) shall be equal to the number set forth in the previous
sentence, adjusted by a fraction, the numerator of which fraction shall be
equal to the number of days on which the individual was a Non-Employee Director
during the preceding twelve months and the denominator of which fraction shall
be three hundred sixty five (365), and increased to the next higher whole
number of shares.

         (c)     On the date of each Annual Meeting of Stockholders of the
Company, commencing with the Annual Meeting of Stockholders occurring in 1997,
each person who is then a Non-Employee Director automatically shall be granted
an option to purchase 1,500 shares of common stock of the Company on the terms
and conditions set forth herein for each committee of the Board of Directors of
the Company on which such person has served for at least the five months
immediately prior to the Annual Meeting of Stockholders.

6.       OPTION PROVISIONS.

         Each option shall be subject to the following terms and conditions:

         (a)     The term of each option commences on the date it is
granted and, unless sooner terminated as set forth herein, expires on the date
("Expiration Date") ten (10) years from the date of grant.  If the optionee's
service as a Non-Employee Director or employee of or consultant to the Company
or any Affiliate terminates for any reason or for no reason, the option shall
terminate on the earlier of the Expiration Date or the date six (6) months
following the date of termination of all such service; provided, however, that
if such termination of service is due to (i) the optionee's death, the option
shall terminate on the earlier of the Expiration Date or eighteen (18) months
following the date of the optionee's death, or (ii)





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the optionee's disability, the option shall terminate on the earlier of the
Expiration Date or twelve (12) months following the date of the optionee's
disability.  In any and all circumstances, an option may be exercised following
termination of the optionee's service as a Non-Employee Director or employee of
or consultant to the Company or any Affiliate only as to that number of shares
as to which it was exercisable as of the date of termination of all such
service under the provisions of subparagraph 6(e).

         (b)     Subject to subparagraph 4(b), the exercise price of
each option shall be one hundred percent (100%) of the fair market value of the
stock subject to such option on the date such option is granted.

         (c)     Payment of the exercise price of each option is due
in full in cash or by check upon any exercise or in any one or a combination of
cash and/or the following alternatives:

                      (i)     Provided that at the time of the
exercise the Company's common stock is publicly traded and quoted regularly in
the Wall Street Journal, payment by delivery of shares of common stock of the
Company already owned by the optionee, held for the period required to avoid a
charge to the Company's reported earnings, and owned free and clear of any
liens, claims, encumbrances or security interest, which common stock shall be
valued at its fair market value on the date preceding the date of exercise; or

                      (ii)    This option may be exercised
pursuant to a program developed under Regulation T as promulgated by the
Federal Reserve Board which results in the receipt of cash (or check) by the
Company either prior to the issuance of shares of the Company's common stock or
pursuant to the terms of irrevocable instructions issued by the optionee prior
to the issuance of shares of the Company's common stock.

         (d)     An option shall not be transferable except by will or
by the laws of descent and distribution, or pursuant to a qualified domestic
relations order satisfying the requirements of Rule 16b-3 under the Securities
Exchange Act of 1934 ("Rule 16b-3") and shall be exercisable during the
lifetime of





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the person to whom the option is granted only by such person (or by his
guardian or legal representative) or transferee pursuant to such an order.
Notwithstanding the foregoing, the optionee may, by delivering written notice
to the Company in a form satisfactory to the Company, designate a third party
who, in the event of the death of the optionee, shall thereafter be entitled to
exercise the option.

         (e)     The option shall become exercisable in monthly
installments over a period of five (5) years from the date of grant at the rate
of one-sixtieth (1/60th) of the number of shares of the Company's common stock
subject to such option for each month, commencing on the date one month after
the date of grant of the option, provided that the optionee has, during the
entire period prior to such vesting date, continuously served as a Non-Employee
Director or employee of or consultant to the Company or any Affiliate of the
Company, whereupon such option shall become fully exercisable in accordance
with its terms with respect to that portion of the shares represented by that
installment.

         (f)     The Company may require any optionee, or any person
to whom an option is transferred under subparagraph 6(d), as a condition of
exercising any such option:  (i) to give written assurances satisfactory to the
Company as to the optionee's knowledge and experience in financial and business
matters; and (ii) to give written assurances satisfactory to the Company
stating that such person is acquiring the stock subject to the option for such
person's own account and not with any present intention of selling or otherwise
distributing the stock.  These requirements, and any assurances given pursuant
to such requirements, shall be inoperative if (i) the issuance of the shares
upon the exercise of the option has been registered under a
then-currently-effective registration statement under the Securities Act of
1933, as amended (the "Securities Act"), or (ii) as to any particular
requirement, a determination is made by counsel for the Company that such
requirement need not be met in the circumstances under the then applicable
securities laws.  The Company may require any optionee to provide such other
representations, written assurances or information which the Company shall
determine is necessary, desirable or appropriate to comply with applicable
securities laws as a condition of granting an option to the optionee or
permitting the





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optionee to exercise the option.  The Company may, upon advice of counsel to
the Company, place legends on stock certificates issued under the Plan as such
counsel deems necessary or appropriate in order to comply with applicable
securities laws, including, but not limited to, legends restricting the
transfer of the stock.

         (g)     Notwithstanding anything to the contrary contained
herein, an option may not be exercised unless the shares issuable upon exercise
of such option are then registered under the Securities Act or, if such shares
are not then so registered, the Company has determined that such exercise and
issuance would be exempt from the registration requirements of the Securities
Act.

7.       COVENANTS OF THE COMPANY.

         (a)     During the terms of the options granted under the
Plan, the Company shall keep available at all times the number of shares of
stock required to satisfy such options.

         (b)     The Company shall seek to obtain from each regulatory
commission or agency having jurisdiction over the Plan such authority as may be
required to issue and sell shares of stock upon exercise of the options granted
under the Plan; provided, however, that this undertaking shall not require the
Company to register under the Securities Act either the Plan, any option
granted under the Plan, or any stock issued or issuable pursuant to any such
option.  If, after reasonable efforts, the Company is unable to obtain from any
such regulatory commission or agency the authority which counsel for the
Company deems necessary for the lawful issuance and sale of stock under the
Plan, the Company shall be relieved from any liability for failure to issue and
sell stock upon exercise of such options.

8.       USE OF PROCEEDS FROM STOCK.

         Proceeds from the sale of stock pursuant to options granted under the
Plan shall constitute general funds of the Company.





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9.       MISCELLANEOUS.

         (a)     Neither an optionee nor any person to whom an option
is transferred under subparagraph 6(d) shall be deemed to be the holder of, or
to have any of the rights of a holder with respect to, any shares subject to
such option unless and until such person has satisfied all requirements for
exercise of the option pursuant to its terms.

         (b)     Throughout the term of any option granted pursuant to
the Plan, the Company shall make available to the holder of such option, not
later than one hundred twenty (120) days after the close of each of the
Company's fiscal years during the option term, upon request, such financial and
other information regarding the Company as comprises the annual report to the
stockholders of the Company provided for in the Bylaws of the Company and such
other information regarding the Company as the holder of such option may
reasonably request.

         (c)     Nothing in the Plan or in any instrument executed
pursuant thereto shall confer upon any Non-Employee Director any right to
continue in the service of the Company or any Affiliate in any capacity or
shall affect any right of the Company, its Board or stockholders or any
Affiliate to remove any Non-Employee Director pursuant to the Company's By-Laws
and the provisions of the Delaware General Corporation Law (or the applicable
laws of the Company's state of incorporation if the Company's state of
incorporation should change in the future).

         (d)     No Non-Employee Director, individually or as a member
of a group, and no beneficiary or other person claiming under or through him,
shall have any right, title or interest in or to any option reserved for the
purposes of the Plan except as to such shares of common stock, if any, as shall
have been reserved for him pursuant to an option granted to him.





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         (e)     In connection with each option made pursuant to the
Plan, it shall be a condition precedent to the Company's obligation to issue or
transfer shares to a Non-Employee Director, or to evidence the removal of any
restrictions on transfer, that such Non-Employee Director make arrangements
satisfactory to the Company to insure that the amount of any federal or other
withholding tax required to be withheld with respect to such sale or transfer,
or such removal or lapse, is made available to the Company for timely payment
of such tax.

         (f)     As used in this Plan, "fair market value" means, as
of any date, the value of the common stock of the Company determined as
follows:

                      (i)     If the common stock is listed on any
established stock exchange or a national market system, including without
limitation the National Market System of the National Association of Securities
Dealers, Inc. Automated Quotation ("NASDAQ") System, the Fair Market Value of a
share of common stock shall be the closing sales price for such stock (or the
closing bid, if no sales were reported) as quoted on such system or exchange
(or the exchange with the greatest volume of trading in common stock) on the
last market trading day prior to the day of determination, as reported in the
Wall Street Journal or such other source as the Board deems reliable;

                      (ii)    If the common stock is quoted on the NASDAQ
System (but not on the National Market System thereof) or is regularly quoted
by a recognized securities dealer but selling prices are not reported, the Fair
Market Value of a share of common stock shall be the mean between the bid and
asked prices for the common stock on the last market trading day prior to the
day of determination, as reported in the Wall Street Journal or such other
source as the Board deems reliable;

                      (iii)   In the absence of an established market for
the common stock, the Fair Market Value shall be determined in good faith by
the Board.





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10.      ADJUSTMENTS UPON CHANGES IN STOCK.

         (a)     If any change is made in the stock subject to the
Plan, or subject to any option granted under the Plan (through merger,
consolidation, reorganization, recapitalization, stock dividend, dividend in
property other than cash, stock split, liquidating dividend, combination of
shares, exchange of shares, change in corporate structure or other transaction
not involving the receipt of consideration by the Company), the Plan and
outstanding options will be appropriately adjusted in the class(es) and maximum
number of shares subject to the Plan and the class(es) and number of shares and
price per share of stock subject to outstanding options.  Such adjustments
shall be made by the Board, the determination of which shall be final, binding
and conclusive.  (The conversion of any convertible securities of the Company
shall not be treated as a "transaction not involving the receipt of
consideration by the Company.")

         (b)     In the event of: (1) a dissolution, liquidation, or
sale of all or substantially all of the assets of the Company; (2) a merger or
consolidation in which the Company is not the surviving corporation; (3) a
reverse merger in which the Company is the surviving corporation but the shares
of the Company's common stock outstanding immediately preceding the merger are
converted by virtue of the merger into other property, whether in the form of
securities, cash or otherwise; or (4) the acquisition by any person, entity or
group within the meaning of Section 13(d) or 14(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act") or any comparable successor
provisions (excluding any employee benefit plan, or related trust, sponsored or
maintained by the Company or any Affiliate of the Company) of the beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act,
or comparable successor rule) of securities of the Company representing at
least fifty percent (50%) of the combined voting power entitled to vote in the
election of directors, then to the extent not prohibited by applicable law, the
time during which options outstanding under the Plan may be exercised shall be





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accelerated prior to such event and the options terminated if not exercised
after such acceleration and at or prior to such event.

11.      AMENDMENT OF THE PLAN.

         (a)     The Board at any time, and from time to time, may
amend the Plan and/or some or all outstanding options granted under the Plan,
provided, however, that the Board shall not amend the Plan more than once every
six (6) months, with respect to the provisions of the Plan which relate to the
amount, price and timing of grants, other than to comport with changes in the
Code, the Employee Retirement Income Security Act of 1974, as amended
("ERISA"), or the rules thereunder.  Except as provided in paragraph 10
relating to adjustments upon changes in stock, no amendment shall be effective
unless approved by the stockholders of the Company within twelve (12) months
before or after the adoption of the amendment, where the amendment will:

                      (i)     Increase the number of shares which
may be issued under the Plan;

                      (ii)    Modify the requirements as to eligibility for 
participation in the Plan (to the extent such modification requires
stockholder approval in order for the Plan to comply with the requirements of
Rule 16b-3); or

                     (iii)    Modify the Plan in any other way if such 
modification requires stockholder approval in order for the Plan to comply
with the requirements of Rule 16b-3.

         (b)     Rights and obligations under any option granted
before any amendment of the Plan shall not be impaired by such amendment unless
(i) the Company requests the consent of the person to whom the option was
granted and (ii) such person consents in writing.





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12.      TERMINATION OR SUSPENSION OF THE PLAN.

         (a)     The Board may suspend or terminate the Plan at any
time.  Unless sooner terminated, the Plan shall terminate on the date on which
all shares of the Company's common stock which have been reserved for issuance
under this Plan shall have been issued.  No options may be granted under the
Plan while the Plan is suspended or after it is terminated.

         (b)     Rights and obligations under any option granted while
the Plan is in effect shall not be impaired by suspension or termination of the
Plan, except with the consent of the person to whom the option was granted.

         (c)     The Plan shall terminate upon the occurrence of any
of the events described in Section 10(b) above.

13.      EFFECTIVE DATE OF PLAN; CONDITIONS OF EXERCISE.

         (a)     The Plan shall become effective upon adoption by the
Board of Directors, subject to the condition subsequent that the Plan is
approved by the stockholders of the Company.

         (b)     No option granted under the Plan shall be exercised
or exercisable unless and until the condition of subparagraph 13(a) above has
been met.





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