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                                                                   EXHIBIT 10.14

                                 PUBLICARD, INC.
                             1999 STOCK OPTION PLAN
                           FOR NON-EMPLOYEE DIRECTORS


        1.     PURPOSE.

               The purpose of the Plan is to promote the interests of the
Company and its shareholders by increasing the proprietary and personal interest
of nonemployee members of the Board in the growth and continued success of
PubliCARD, Inc. (the "Company") by granting them Options to purchase shares of
the Company's stock.

        2.     DEFINITIONS.

               Whenever the following terms are used in this Plan, they shall
have the meaning specified below unless the context clearly indicates to the
contrary.

               "BOARD" shall mean the Board of Directors of the Company.

                "CHANGE IN CONTROL" shall mean the occurrence of any of the
following:

                        (i) any person within the meaning of Sections 13(d) and
14(d) of the Securities Exchange Act of 1934 (other than the Company or any
Subsidiary or any trustee or other fiduciary holding securities under an
employee benefit plan of the Company or any Subsidiary), becoming the beneficial
owner, within the meaning of Rule 13d-3 under the Securities Exchange Act of
1934, directly or indirectly, of securities of the Company representing [thirty
percent (30%)] or more of the combined voting power of the Company's then
outstanding securities;

                      (ii) a majority of the directors elected at any special or
annual meeting of stockholders are not individuals nominated by the Company's
incumbent Board, or individuals who are members of the Company's Board at any
one time shall immediately thereafter cease to constitute a majority of the
Board;

                      (iii) the approval of the Company's stockholders of the
merger or consolidation of the Company with another corporation, the sale of
substantially all of the Company's assets or the liquidation or dissolution of
the Company, unless, in the case of a merger or consolidation, at least
two-thirds (2/3) of the directors in office immediately prior to such merger or
consolidation constitute at least two-thirds (2/3) of the members of the board
of directors of the surviving corporation of such merger and consolidation.
Notwithstanding anything herein to the contrary, unless specifically provided in
advance by the Board, a Change in Control shall not be deemed to have occurred
as a result of any event that occurs on or after the date the Company files a
voluntary petition to reorganize under Chapter 11 of the United States
Bankruptcy Code or to liquidate under chapter 7 of such Code, or following the
filing of an involuntary bankruptcy petition against the Company.

               "CODE" shall mean the Internal Revenue Code of 1986, as amended
from time to time.

                "COMPANY" shall mean PubliCARD, Inc., a Delaware corporation,
and any successor corporation.

               "DISABILITY" shall mean the inability, by reason of bodily injury
or physical or mental disease, or any combination thereof, of the Optionee to
perform his customary duties as a Nonemployee Director for a period of ninety
(90) days (whether or not consecutive) in any period of one hundred and eighty
(180) consecutive days.

               "FAIR MARKET VALUE" per Share as of a particular date shall mean,
unless otherwise determined by the Board:

                      (i) the closing sales price per Share on a national
securities exchange for the business day preceding the exercise date on which
there was a sale of Shares on such exchange;
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                      (ii) if clause (i) does not apply and the Shares are then
quoted on the National Association of Securities Dealers Automated Quotation
system (known as "NASDAQ"), the closing price per Share as reported on such
system for the business day preceding the exercise date on which a sale was
reported;

                      (iii) if clause (i) or (ii) does not apply and the Shares
are then traded on an over-the- counter market, the closing price for the Shares
in such over-the-counter market for the business day preceding the exercise
date; or

                      (iv) if the Shares are not then listed on a national
securities exchange or traded in an over-the-counter market, such value as the
Board in its discretion may determine.

                "NONEMPLOYEE DIRECTOR" shall mean a member of the Board who is
not an employee of the Company.

               "OPTION" shall mean an option to purchase Shares granted pursuant
to the Plan. Options granted under the Plan are not intended to be "incentive
stock options" within the meaning of Section 422 of the Code.

               "OPTION AGREEMENT" shall mean an Option Agreement to be entered
into between the Company and an Optionee, which shall set forth the terms and
conditions of the Options granted to such Optionee.

                "PARTICIPANT" shall mean a Nonemployee Director who is granted
an Option under the Plan.

                "PLAN" shall mean this PubliCARD, Inc. 1999 Stock Option Plan
for Non-employee Directors, as hereinafter amended from time to time.

                "SHARE" shall mean a share of the Company's common stock, .10
par value.

        3.     SHARES SUBJECT TO THE PLAN.

               (a) SHARES SUBJECT TO THE PLAN. Subject to adjustment as set
forth in Section 3(b), the maximum number of Shares that may be issued or
transferred pursuant to Options under this Plan shall be 750,000 which may be
authorized but unissued Shares or Shares held in the Company's treasury, or a
combination thereof. Any Shares subject to an Option that cease to be subject
thereto may again be the subject of Options hereunder.

               (b) CHANGES IN COMPANY'S SHARES. In the event the Board
determines that any stock dividend, extraordinary cash dividend,
recapitalization, reorganization, merger, consolidation, split-up, spin-off,
combination, exchange of shares, warrants or rights offering to purchase Shares,
or other similar corporate event, affects the value of the Shares such that an
adjustment is required in order to preserve the benefits or potential benefits
available under this Plan, the Board shall have the right, in its sole
discretion, and in such manner as it may deem equitable, to: (x) adjust the
number and kind of Shares available for issuance pursuant to the Plan and
subject to outstanding Options, and (y) adjust the grant or exercise price with
respect to any Option or (z) make provision for a cash payment to an Optionee or
a person who has an outstanding Option (in an amount equal to the then
difference between the exercise price and the Fair Market Value of a Share).

        4.     PARTICIPATION.

               Each Nonemployee Director shall be a participant in the Plan.

        5.     TERMS OF OPTIONS AND SHARES.

               (a) Terms. The Options granted hereunder shall have the following
terms and conditions:

                      (i) Exercise Price. The exercise price of any Option shall
be one hundred percent (100%) of the Fair Market Value of a Share as of the date
the Option is granted.


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                      (ii) TERM. Subject to the discretion of the Board, the
term of an Option shall be five
years from the date it is granted.

                      (iii) VESTING. An Option shall become exercisable at the
discretion of the Board, as embodied in the Option Agreement covering such
Option, provided, however, that any Options that are not exercisable prior to a
Change in Control shall become exercisable on the date of such Change in Control
and shall remain exercisable for the remainder of the Term thereof.

                      (iv) NUMBER. Each current Nonemployee Director shall
receive an Option grant of 30,000 Shares as of the Effective Date and an
additional grant of 30,000 Shares each calendar year thereafter so long as he
remains a Nonemployee Director. Any individual who is not an employee of the
Company who is elected to the Board after the Effective Date shall receive an
Option to purchase (a) 30,000 shares as soon as practicable after such election
and (b) an additional 30,000 shares in each calendar year thereafter so long as
he remains a Nonemployee Director. Notwithstanding the foregoing, the Board
shall have the discretion to grant additional Options to any Participant at such
times, in such amounts, and subject to such other terms and conditions, as it
deems appropriate.

               (b) TERMINATION OF SERVICE. All outstanding Options held by an
Optionee shall terminate immediately if such individual ceases to be a member of
the Board for any reason other than death, retirement on or after age 65, or
Disability. If an Optionee ceases to be a member of the Board due to death,
retirement on or after age 65, or Disability, all outstanding Options held by
such Optionee that are exercisable on such date shall remain exercisable for
their Term, and shall thereafter terminate.

               (c) OPTION AGREEMENT. Options shall be granted only pursuant to a
written Option Agreement, which shall be executed by the Optionee and an
authorized officer of the Company and which shall contain such terms and
conditions as the Board shall determine, consistent with the Plan.

               (d) NON-TRANSFERABILITY. No Option granted under the Plan shall
be transferable by the Optionee to whom granted otherwise than by will or the
laws of descent and distribution, and an Option may be exercised during the
lifetime of such Optionee only by the Optionee or his guardian or legal
representative. The terms of such Option shall be binding upon the
beneficiaries, executors, administrators, heirs and successors of the Optionee.
Notwithstanding the foregoing, with the consent of the Board and subject to such
requirements as it shall determine, a Participant may transfer an Option for no
consideration to or for the benefit of his spouse, parents, children (including
step- and adoptive children) and grandchildren, or to a trust for the benefit of
such individuals, or to a partnership or limited liability company for one or
more such individuals.

               (e) METHOD OF EXERCISE. The exercise of an Option shall be made
only by a written notice delivered in person or by first class mail to the
Secretary of the Company at the Company's principal executive office, specifying
the number of Shares to be purchased and accompanied by full payment therefor
and otherwise in accordance with the Option Agreement pursuant to which the
Option was granted. The exercise price for any Shares purchased pursuant to the
exercise of an Option shall be paid in full upon such exercise in cash, by check
or, at the discretion of the Board and upon such terms and conditions as the
Board shall approve, by transferring previously owned Shares to the Company, or
any combination thereof. Any Shares transferred to the Company as payment of the
exercise price shall be valued at their Fair Market Value on the day preceding
the date of exercise of such Option. If requested by the Board, the Optionee
shall deliver the Option Agreement evidencing the Option to the Secretary of the
Company who shall endorse thereon a notation of such exercise and return such
Option Agreement to the Optionee. Not less than one hundred (100) Shares may be
purchased at any time upon the exercise of an Option unless the number of Shares
so purchased constitutes the total number of Shares then purchasable under the
Option or the Board determines otherwise in its sole discretion.

               (f) RIGHTS AS STOCKHOLDER. No Optionee shall be deemed for any
purpose to be or to have the rights and privileges of the owner of any Shares
subject to any Option unless and until (a) the Option shall have been exercised
pursuant to the terms thereof, and (b) the Company shall have issued the Shares
to the Optionee.


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        6.     ADMINISTRATION.

               The Plan shall be administered by the Board. Subject to the
provisions of the Plan, the Board shall be authorized to interpret and construe
the Plan and the Option Agreements, to establish, amend, and rescind any rules
and regulations relating to the Plan, and to make all other determinations
necessary or advisable for the administration of the Plan and to carry out its
purpose. The determinations of the Board in the administration of the Plan, as
described herein, shall be final and conclusive. The Secretary shall be
authorized to implement the Plan in accordance with its terms and to take such
actions of a ministerial nature as shall be necessary to effectuate the intent
and purposes thereof.

        7.     OTHER PROVISIONS.

               (a) EFFECTIVE DATE. The Plan shall become effective as of August
4, 1999, (the "Effective Date"), subject, however, to approval by the
shareholders of the Company within twelve (12) months next following the
Effective Date, and, if such approval is not obtained, any Option grants made
hereunder shall terminate and be of no further force or effect.

               (b) AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN. The Plan
may be wholly or partially amended or otherwise modified, suspended or
terminated at any time or from time to time by the Board; provided, however,
that, except as provided in Section 3(b), no amendment, suspension nor
termination shall, without the consent of the Optionee, alter or impair any
rights or obligations under any Option theretofore granted, and provided,
further, that unless first duly approved by the stockholders of the Company
entitled to vote thereon at a meeting (which may be the annual meeting) duly
called and held for such purpose or by a consent of stockholders, no amendment
or change shall be made in the Plan that: (a) increases the total number of
shares which may be issued or transferred under the Plan or; (b) changes the
exercise price for an Option. No Options may be granted during any period of
suspension nor after termination of the Plan, and in no event may any awards be
granted under the Plan after August 3, 2009, on which date the Plan shall
terminate unless earlier terminated by action of the Board.

               (c) GOVERNING LAW. The Plan and the rights of all persons
claiming hereunder shall be construed and determined in accordance with the laws
of the State of New York without giving effect to the choice of law principles
thereof.

               (d) REGULATIONS AND OTHER APPROVALS. (i) The obligation of the
Company to sell or deliver Shares with respect to Options granted under the Plan
shall be subject to all applicable laws, rules and regulations, including all
applicable federal and state securities laws, and the obtaining of all such
approvals by governmental agencies as may be deemed necessary or appropriate by
the Board.

                      (ii) The Board may make such changes as may be necessary
or appropriate to comply with the rules and regulations of any government
authority.

                      (iii) Each Option is subject to the requirement that, if
at any time the Board determines, in its sole discretion, that the listing,
registration or qualification of Shares issuable pursuant to the Plan is
required by any securities exchange or under any state or federal law, or the
consent or approval of any governmental regulatory body is necessary or
desirable as a condition of, or in connection with, the grant of an Option or
the issuance of Shares, no Options shall be granted or payment made or Shares
issued, in whole or in part, unless listing, registration, qualification,
consent or approval has been effected or obtained free of any conditions as
acceptable to the Board.

                      (iv) In the event that the disposition of Shares acquired
pursuant to the Plan is not covered by a then current registration statement
under the Securities Act, and is not otherwise exempt from such registration,
such Shares shall be restricted against transfer to the extent required by the
Securities Act or regulations thereunder, and the Board may require any
individual receiving Shares pursuant to the Plan, as a condition precedent to
receipt of such Shares, to represent to the Company in writing that the Shares
acquired by such individual are acquired for investment only and not with a view
to distribution. the certificate for such shall include any legend that the
Board deems appropriate to reflect any restrictions on transfer.



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               (e) WITHHOLDING OF TAXES. No later than the date as of which an
amount first becomes includible in the gross income of an Optionee for federal
income tax purposes with respect to Options granted under this Agreement, the
Optionee shall pay to the Company, or the Optionee (or his designated
beneficiary) shall make arrangements satisfactory to the Company regarding the
payment of, any federal, estate, or local taxes of any kind required by law to
be withheld with respect to such amount. The obligations of the Company under
this Agreement shall be conditioned on such payment or arrangements, and the
Company shall, to the extent permitted by law, have the right to deduct any such
taxes from any payment of any kind otherwise due to the employee.

               (f) TITLES; CONSTRUCTION. Titles are provided herein for
convenience only and are not to serve as a basis for interpretation or
construction of the Plan. The masculine pronoun shall include the feminine and
neuter and the singular shall include the plural, when the context so indicates.




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