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                                                                    EXHIBIT 10.3
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                             SMARTERKIDS.COM, INC.

                  1999 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN


   1.  Purpose.  This Non-Qualified Stock Option Plan, to be known as the 1999
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Non-Employee Director Stock Option Plan (hereinafter, this "Plan") is intended
to promote the interests of SmarterKids.com, Inc. (hereinafter, the "Company")
by providing an inducement to obtain and retain the services of qualified
persons who are not employees or officers of the Company to serve as members of
its Board of Directors (the "Board").

   2.  Available Shares.  The total number of shares of Common Stock, par value
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$.01 per share, of the Company (the "Common Stock") for which options may be
granted under this Plan shall not exceed 200,000 shares, subject to adjustment
in accordance with paragraph 10 of this Plan.  Shares subject to this Plan are
authorized but unissued shares or shares that were once issued and subsequently
reacquired by the Company.  If any options granted under this Plan are
surrendered before exercise or lapse without exercise, in whole or in part, the
shares reserved therefor shall continue to be available under this Plan.

   3.  Administration.  This Plan shall be administered by the Board or by a
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committee appointed by the Board (the "Committee").  In the event the Board
fails to appoint or refrains from appointing a Committee, the Board shall have
all power and authority to administer this Plan.  In such event, the word
"Committee" wherever used herein shall be deemed to mean the Board.  The
Committee shall, subject to the provisions of the Plan, have the power to
construe this Plan, to determine all questions hereunder, and to adopt and amend
such rules and regulations for the administration of this Plan as it may deem
desirable.  No member of the Board or the Committee shall be liable for any
action or determination made in good faith with respect to this Plan or any
option granted under it.

   4.  Automatic Grant of Options.  The Plan shall first become effective upon
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the date on which the Common Stock of the Company becomes registered under the
Securities Exchange Act of 1934, as amended (the "Exchange Act").  Subject to
the availability of shares under this Plan, (a) each person who first becomes a
member of the Board after the effectiveness of this Plan and who is not an
employee or officer of the Company (a "Non-Employee Director") shall be
automatically granted on the later of (i) the date such person is first elected
to the Board (such date being referred to herein as the "Grant Date"), without
further action by the Board, an option to purchase 45,000 shares of the Common
Stock, and (b) each Non-Employee Director (whether or not such person was
elected initially before or after the effectiveness of this Plan) upon
reelection to the Board of Directors during the term of this Plan, shall be
automatically granted on each such date an option to purchase an additional
2,000 shares of Common Stock. The options to be granted under this
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paragraph 4 shall be the only options ever to be granted at any time to such
member under this Plan. The number of shares covered by options granted under
this paragraph 4 shall be subject to adjustment in accordance with the
provisions of paragraph 10 of this Plan. Notwithstanding anything to the
contrary set forth herein, if this Plan is not approved by a majority of the
Company's stockholders present, or represented, and voting on such matter at the
first meeting of Stockholders of the Company following the Approval Date, then
the Plan and the options granted pursuant to this Section 4 shall terminate and
become void, and no further options shall be granted under this Plan.

   5.  Option Price.  The purchase price of the stock covered by an option
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granted pursuant to this Plan shall be 100% of the fair market value of such
shares on the day the option is granted.  The option price will be subject to
adjustment in accordance with the provisions of paragraph 10 of this Plan.  For
purposes of this Plan, if, at the time an option is granted under the Plan, the
Company's Common Stock is publicly traded, "fair market value" shall be
determined as of the last business day for which the prices or quotes discussed
in this sentence are available prior to the date such option is granted and
shall mean (i) the average (on that date) of the high and low prices of the
Common Stock on the principal national securities exchange on which the Common
Stock is traded, if the Common Stock is then traded on a national securities
exchange; or (ii) the last reported sale price (on that date) of the Common
Stock on the Nasdaq National Market, if the Common Stock is not then traded on a
national securities exchange; or (iii) the closing bid price (or average of bid
prices) last quoted (on that date) by an established quotation service for over-
the-counter securities, if the Common Stock is not reported on the Nasdaq
National Market List.  However, if the Common Stock is not publicly traded at
the time an option is granted under the Plan, "fair market value" shall be
deemed to be the fair value of the Common Stock as determined by the Committee
after taking into consideration all factors which it deems appropriate,
including, without limitation, recent sale and offer prices of the Common Stock
in private transactions negotiated at arm's length.

   6.  Period of Option.  Unless sooner terminated in accordance with the
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provisions of paragraph 8 of this Plan, an option granted hereunder shall expire
on the date which is ten (10) years after the date of grant of the option.

   7.  (a)  Vesting of Shares and Non-Transferability of Options.  Options
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granted under this Plan shall vest in the optionee and thus become exercisable,
in accordance with the following schedule, provided that the optionee has
continuously served as a member of the Board through such vesting date:

<TABLE>
<CAPTION>

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Percentage Option
Shares for which
Option Will be Exercisable                    Date of Vesting
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<S>                                           <C>

           33 1/3%                            One year from the date of grant
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           66 2/3%                            Two years from the date of grant
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</TABLE>

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<TABLE>
<S>                                           <C>
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           100%                               Three years from the date of grant
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</TABLE>

   The number of shares as to which options may be exercised shall be
cumulative, so that once the option shall become exercisable as to any shares it
shall continue to be exercisable as to said shares, until expiration or
termination of the option as provided in this Plan.

       (b) Non-transferability.  Any option granted pursuant to this Plan shall
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not be assignable or transferable other than by will or the laws of descent and
distribution or pursuant to a domestic relations order and shall be exercisable
during the optionee's lifetime only by him or her.

   8.  Termination of Option Rights.
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       (a) In the event an optionee ceases to be a member of the Board for any
reason other than death or permanent disability, any than unexercised portion of
options granted to such optionee shall, to the extent not then vested,
immediately terminate and become void; any portion of an option which is then
vested but has not been exercised at the time the optionee so ceases to be a
member of the Board may be exercised, to the extent it is then vested, by the
optionee within 90 days of the date the optionee ceased to be a member of the
Board; and all options shall terminate after such 90 days have expired.

       (b) In the event that an optionee ceases to be a member of the Board by
reason of his or her death or permanent disability, any option granted to such
optionee shall be immediately and automatically accelerated and become fully
vested and all unexercised options shall be exercisable by the optionee (or by
the optionee's personal representative, heir or legatee, in the event of death)
until the scheduled expiration date of the option.

       (c) No portion of an option may be exercised if the optionee is removed
from the Board of Directors for any one of the following reasons:  (i)
disloyalty, gross negligence, dishonesty or breach of fiduciary duty to the
Company; or (ii) the commission of an act of embezzlement, fraud or deliberate
disregard of the rules or policies of the Company which results in loss, damage
or injury to the Company, whether directly or indirectly; or (iii) the
unauthorized disclosure of any trade secret or confidential information of the
Company; or (iv) the commission of an act which constitutes unfair competition
with the Company or which induces any customer of the Company to break a
contract with the Company; or (v) the conduct of any activity on behalf of any
organization or entity which is a competitor of the Company (unless such conduct
is approved by a majority of the members of the Board of Directors).

   9.  Exercise of Option.  Subject to the terms and conditions of this Plan and
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the option agreements, an option granted hereunder shall, to the extent then
exercisable, be

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exercisable in whole or in part by giving written notice to the Company by mail
or in person addressed to SmarterKids.com, 200 Highland Avenue, Needham, MA
02494, at its principal executive offices, stating the number of shares with
respect to which the option is being exercised, accompanied by payment in full
for such shares. Payment may be (a) in United States dollars in cash or by
check, (b) in whole or in part in shares of the Common Stock of the Company
already owned by the person or persons exercising the option or shares subject
to the option being exercised (subject to such restrictions and guidelines as
the Board may adopt from time to time), valued at fair market value determined
in accordance with the provisions of paragraph 5 or (c) consistent with
applicable law, through the delivery of an assignment to the Company of a
sufficient amount of the proceeds from the sale of the Common Stock acquired
upon exercise of the option and an authorization to the broker or selling agent
to pay that amount to the Company, which sale shall be at the participant's
direction at the time of exercise. There shall be no such exercise at any one
time as to fewer than one hundred (100) shares or all of the remaining shares
then purchasable by the person or persons exercising the option, if fewer than
one hundred (100) shares. The Company's transfer agent shall, on behalf of the
Company, prepare a certificate or certificates representing such shares acquired
pursuant to exercise of the option, shall register the optionee as the owner of
such shares on the books of the Company and shall cause the fully executed
certificate(s) representing such shares to be delivered to the optionee as soon
as practicable after payment of the option price in full. The holder of an
option shall not have any rights of a stockholder with respect to the shares
covered by the option, except to the extent that one or more certificates for
such shares shall be delivered to him or her upon the due exercise of the
option.

   10. Adjustments Upon Changes in Capitalization and Other Events.  Upon the
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occurrence of any of the following events, an optionee's rights with respect to
options granted to him or her hereunder shall be adjusted as hereinafter
provided:

       (a) Stock Dividends and Stock Splits.  If the shares of Common Stock
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   shall be subdivided or combined into a greater or smaller number of shares or
   if the Company shall issue any shares of Common Stock as a stock dividend on
   its outstanding Common Stock, the number of shares of Common Stock
   deliverable upon the exercise of options shall be appropriately increased or
   decreased proportionately, and appropriate adjustments shall be made in the
   purchase price per share to reflect such subdivision, combination or stock
   dividend.

       (b) Recapitalization Adjustments.  In the event of a reorganization,
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   recapitalization, merger, consolidation, or any other change in the corporate
   structure or shares of the Company, to the extent permitted by Rule 16b-3
   under the Securities Exchange Act of 1934, adjustments in the number and kind
   of shares authorized by this Plan and in the number and kind of shares
   covered by, and in the option price of outstanding options under this Plan
   necessary to maintain the proportionate interest of the optionee and
   preserve, without exceeding, the value of such option, shall be made.
   Notwithstanding the foregoing, no such adjustment shall be made which would,
   within the meaning of any applicable provisions of the Internal Revenue

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   Code of 1986, as amended, constitute a modification, extension or renewal of
   any Option or a grant of additional benefits to the holder of an Option.

       (c) Issuances of Securities.  Except as expressly provided herein, no
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   issuance by the Company of shares of stock of any class, or securities
   convertible into shares of stock of any class, shall affect, and no
   adjustment by reason thereof shall be made with respect to, the number or
   price of shares subject to options.  No adjustments shall be made for
   dividends paid in cash or in property other than securities of the Company.

       (d) Adjustments.  Upon the happening of any of the foregoing events, the
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   class and aggregate number of shares set forth in paragraphs 2 and 4 of this
   Plan that are subject to options which previously have been or subsequently
   may be granted under this Plan shall also be appropriately adjusted to
   reflect such events.  The Board shall determine the specific adjustments to
   be made under this paragraph 10 and its determination shall be conclusive.

   11. Restrictions on Issuance of Shares.  Notwithstanding the provisions of
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paragraphs 4 and 9 of this Plan, the Company shall have no obligation to deliver
any certificate or certificates upon exercise of an option until one of the
following conditions shall be satisfied:

        (i) The issuance of shares with respect to which the option has been
   exercised is at the time of the issue of such shares effectively registered
   under applicable Federal and state securities laws as now in force or
   hereafter amended; or

        (ii) Counsel for the Company shall have given an opinion that the
   issuance of such shares is exempt from registration under Federal and state
   securities laws as now in force or hereafter amended; and the Company has
   complied with all applicable laws and regulations with respect thereto,
   including without limitation all regulations required by any stock exchange
   upon which the Company's outstanding Common Stock is then listed.

   12. Legend on Certificates.  The certificates representing shares issued
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pursuant to the exercise of an option granted hereunder shall carry such
appropriate legend, and such written instructions shall be given to the
Company's transfer agent, as may be deemed necessary or advisable by counsel to
the Company in order to comply with the requirements of the Securities Act of
1933 or any state securities laws.

   13. Representation of Optionee.  If requested by the Company, the optionee
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shall deliver to the Company written representations and warranties upon
exercise of the option that are necessary to show compliance with Federal and
state securities laws, including representations and warranties to the effect
that a purchase of shares under the option is made for investment and not with a
view to their distribution (as that term is used in the Securities Act of 1933).

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   14. Option Agreement.  Each option granted under the provisions of this Plan
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shall be evidenced by an option agreement, which agreement shall be duly
executed and delivered on behalf of the Company and by the optionee to whom such
option is granted.  The option agreement shall contain such terms, provisions
and conditions not inconsistent with this Plan as may be determined by the
officer executing it.

   15. Termination and Amendment of Plan.  Options may no longer be granted
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under this Plan after _______, 2009, and this Plan shall terminate when all
options granted or to be granted hereunder are no longer outstanding.  The Board
may at any time terminate this Plan or make such modification or amendment
thereof as it deems advisable; provided, however, that the Board may not,
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without approval of the stockholders, (a) increase the maximum number of shares
for which options may be granted under this Plan (except by adjustment pursuant
to Section 10), (b) materially modify the requirements as to eligibility to
participate in this Plan or (c) materially increase benefits accruing to option
holders under this Plan.  Termination or any modification or amendment of this
Plan shall not, without consent of a participant, affect his or her rights under
an option previously granted to him or her.

   16. Withholding of Income Taxes.  Upon the exercise of an option, the
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Company, in accordance with Section 3402(a) of the Internal Revenue Code, may
require the optionee to pay withholding taxes in respect of amounts considered
to be compensation includible in the optionee's gross income.

   17. Compliance with Regulations.  It is the Company's intent that the Plan
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comply in all respects with Rule 16b-3 under the Securities Exchange Act of 1934
(or any successor or amended provision thereof) and any applicable Securities
and Exchange Commission interpretations thereof.  If any provision of this Plan
is deemed not to be in compliance with Rule 16b-3, the provision shall be null
and void.

   18. Governing Law.  The validity and construction of this Plan and the
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instruments evidencing options shall be governed by the laws of the State of
Delaware, without giving effect to the principles of conflicts of law thereof.


Date Approved by Board of Directors of the Company:

Date Approved by Shareholders of the Company:

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