EXHIBIT 4.1

                              WHAT A WORLD!, INC.*

                             1994 STOCK OPTION PLAN
                            (AS AMENDED MAY 21, 1996)

          Section 1. Establishment. There is hereby established the What a
World!, Inc. 1994 Stock Option Plan ("Plan"), pursuant to which employees
(including officers), directors, consultants and other persons who perform
substantial services for or on behalf of WHAT A WORLD!, INC. (the "Company") and
consultants and any other persons who perform substantial services for or on
behalf of the Company, any subsidiaries of the Company and certain other
entities may be granted options to purchase shares of common stock of the
Company, par value $.01 per share ("Common Stock"), and thereby share in the
future growth of the business. The subsidiaries of the Company included in this
Plan (the "Subsidiaries") shall be any subsidiary of the Company as defined in
Section 424 of the Internal Revenue Code of 1986, as amended (the "Code").

          Section 2. Status of Options. The options which may be granted
pursuant to this Plan will constitute either incentive stock options within the
meaning of Section 422 of the Code ("Incentive Stock Options") or options which
are not Incentive Stock Options ("Non-incentive Stock Options"). Incentive Stock
Options and Non-incentive Stock Options shall be collectively referred to herein
as "Options".

          Section 3. Eligibility. All employees (including officers, whether or
not they are members of the Board of Directors) of the Company or any of its
Subsidiaries who are employed at the time of the adoption of this Plan or
thereafter, any directors of the Company, and any consultants and other persons
who perform substantial services for or on behalf of the Company, any of its
Subsidiaries or affiliates, or any entity in which the Company has an interest
(collectively, the "Grantees") shall be eligible to be granted Non-incentive
Stock Options under this Plan. All employees (including officers, whether or not
they are members of the Board of Directors) of the Company or any of its
Subsidiaries who are employed at the time of adoption of this Plan or thereafter
shall be eligible to be granted Incentive Stock Options under this Plan.

          Section 4. Number of Shares Covered by Options; No Preemptive Rights.
The total number of shares which may be issued and sold pursuant to Options
granted under this Plan shall be 560,000 shares of Common Stock (or the number
and kind of shares of stock or other securities which, in accordance with
Section 9 of this Plan, shall be substituted for such shares of Common Stock or
to which said shares shall be adjusted; hereinafter, all references to shares of
Common Stock are deemed to be references to said shares or shares so adjusted.)
The issuance of shares upon exercise of an Option shall be free from any
preemptive or preferential right of subscription or purchase on the part of any
stockholder. If any outstanding Option granted under this Plan expires or is
terminated, for any reason, the shares of Common Stock subject to the
unexercised portion of the Option will again be available for Options issued
under this Plan.

          Section 5. Administration.

          (a) This Plan shall be administered by the committee (the "Committee")
referred to in paragraph (b) of this Section. Subject to the express provisions
of this Plan, the Committee shall have complete authority, in its discretion, to
interpret this Plan, to prescribe, amend and rescind rules and regulations
relating to it, to determine the terms and provisions of the respective option
agreements (which need not be identical), to determine the Grantees to whom, and
the times and the prices at which, Options shall be granted, the option periods,
the number of shares of the Common Stock to be subject to each Option and
whether each Option shall be an Incentive Stock Option or a Non-incentive Stock
Option, and to make all other determinations necessary or advisable for the
administration of the Plan. Each Option shall be clearly identified at the time
of grant as to its status. In making such determinations, the Committee may take
into account the nature of the services rendered by the respective Grantees,
their present and potential contributions to the success of the Company and such
other factors as the Committee, in its discretion, shall deem relevant. Nothing
contained in this Plan shall be deemed to give any

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*Name of Company changed to TeleHubLink Corporation in February 1999.

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Grantee any right to be granted an Option to purchase shares of Common Stock
except to the extent and upon such terms and conditions as may be determined by
the Committee. The Committee's determination on all of the matters referred to
in this Section 5 shall be conclusive.

          (b) The Committee shall consist of from two (2) to five (5)
individuals who are members of the Board. Each member of the Committee shall be
a person who, at the time of his appointment to, and at all times during his
service as a member of, the Committee is a "disinterested person" as that term
is then defined under Regulation 16b-3 promulgated under the Securities Exchange
Act of 1934, as amended, or any successor statute or regulation regarding the
same subject matter. The Committee shall be appointed by the Board, which may at
any time, and from time to time, remove any member of the Committee, with or
without cause, appoint additional members to the Committee and fill vacancies,
however caused, in the Committee. A majority of the members of the Committee
shall constitute a quorum and all determinations of the Committee shall be made
by a majority of such quorum. Any decision or determination of the Committee
reduced to writing and signed by all of the members of the Committee shall be
fully as effective as if it had been made at a meeting duly called and held.

          (c) The Committee may at its election provide in any option agreement
covering the grant of Options under this Plan that, upon the exercise of such
Options, the Company will loan to the holder thereof such amount as shall equal
the purchase price of the shares of Common Stock issuable upon such exercise,
such loan to be on terms and conditions deemed appropriate by the Committee.

          (d) Notwithstanding any provision hereof to the contrary, the
Committee shall have sole and exclusive authority with respect to the grant of
Options to directors.

          Section 6. Terms of Incentive Stock Options. Each Incentive Stock
Option granted under this Plan shall be evidenced by an Incentive Stock Option
Agreement which shall be executed by the Company and by the person to whom such
Incentive Stock Option is granted, and shall be subject to the following terms
and conditions:

          (a) The price at which shares of Common Stock covered by each
Incentive Stock Option may be purchased pursuant thereto shall be determined in
each case on the date of grant by the Committee, but shall be an amount not less
than the par value of such shares and, in the case of Incentive Options, not
less than the fair market value of such shares on the date of grant. For
purposes of this Section, the fair market value of shares of Common Stock on any
day shall be (i) in the event the Common Stock is not publicly traded, the fair
market value on such day as determined in good faith by the Committee or (ii) in
the event the Common Stock is publicly traded, the last sale price of a share of
Common Stock as reported by the principal quotation service on which the Common
Stock is listed, if available, or, if last sale prices are not reported with
respect to the Common Stock, the mean of the high bid and low asked prices of a
share of Common Stock as reported by such principal quotation service, or, if
there is no such report by such quotation service for such day, such fair market
value shall be the average of (i) the last sale price (or, if last sale prices
are not reported with respect to the Common Stock, the mean of the high bid and
low asked prices) on the day next preceding such day for which there was a
report and (ii) the last sale price (or, if last sale prices are not reported
with respect to the Common Stock, the mean of the high bid and low asked prices)
on the day next succeeding such day for which there was a report, or as
otherwise determined by the Committee in its discretion pursuant to any
reasonable method contemplated by Section 422 of the Code and any regulations
issued pursuant to that Section.

          (b) The option price of the shares to be purchased pursuant to each
Incentive Stock Option shall be paid in full in cash, or by delivery (i.e.
surrender) of shares of Common Stock of the Company then owned by the Grantee,
at the time of the exercise of the Incentive Stock Option. Shares of Common
Stock so delivered will be valued on the day of delivery for the purpose of
determining the extent to which the option price has been paid thereby, in the
same manner as provided for the purchase price of Incentive Stock Options as set
forth in paragraph (a) of this Section, or as otherwise determined by the
Committee, in its discretion, pursuant to any reasonable method contemplated by
Section 422 of the Code and any regulations issued pursuant to that Section.

          (c) Each Incentive Stock Option Agreement shall provide that such
Incentive Stock Option may be exercised by the Grantee, in such parts and at
such times as may be specified in such Agreement, within a period not exceeding
ten years after the date on which the Incentive Stock Option is granted
(hereinafter called the

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"Incentive Stock Option Period") and, in any event, only during the continuance
of the employee's employment by the Company or any of its Subsidiaries or during
the period of three months after the termination of such employment to the
extent that the right to exercise such Incentive Stock Option had accrued at the
date of such termination; provided, however, that if Incentive Stock Options as
to 100 or more shares are held by a Grantee, then such Incentive Stock Options
may not be exercised for less than 100 shares at any one time, and if Incentive
Stock Options for less than 100 shares are held by a Grantee, then Incentive
Stock Options for all such shares must be exercised at one time; and provided,
further, that, if the Grantee, while still employed by the Company or any of its
Subsidiaries, shall die within the Incentive Stock Option Period, the Incentive
Stock Option may be exercised, to the extent specified in the Incentive Stock
Option Agreement, and as herein provided, but only prior to the first to occur
of:

               (i) the expiration of the period of one year after the date of
the Grantee's death, or

               (ii) the expiration of the Incentive Stock Option Period, by the
person or persons entitled to do so under the Grantee's will, or, if the Grantee
shall fail to make testamentary disposition of said Incentive Stock Option, or
shall die intestate, by the Grantee's legal representative or representatives.

          (d) Each Incentive Stock Option granted under this Plan shall by its
terms be non-transferable by the Grantee except by will or by the laws of
descent and distribution, and each Incentive Stock Option shall by its terms be
exercisable during the Grantee's lifetime only by him.

          (e) Notwithstanding the foregoing, if an Incentive Stock Option is
granted to a person at any time when such person owns, within the meaning of
Section 424(d) of the Code, more than 10% of the total combined voting power of
all classes of stock of the employer corporation (or a parent or subsidiary of
such corporation within the meaning of Section 424 of the Code) the price at
which each share of Common Stock covered by such Incentive Stock Option may be
purchased pursuant to such Incentive Stock Option shall not be less than 110% of
the fair market value (determined as in paragraph (a) of this Section) of the
shares of Common Stock at the time the Incentive Stock Option is granted, and
such Incentive Stock Option must be exercised within a period specified in the
Incentive Stock Option Agreement which does not exceed five years after the date
on which such Incentive Stock Option is granted.

          (f) The Incentive Stock Option Agreement entered into pursuant hereto
may contain such other terms, provisions and conditions not inconsistent
herewith as shall be determined by the Committee including, without limitation,
provisions (i) requiring the giving of satisfactory assurances by the Grantee
that the shares are purchased for investment and not with a view to resale in
connection with a distribution of such shares, and will not be transferred in
violation of applicable securities laws, (ii) restricting the transferability of
such shares during a specified period and (iii) requiring the resale of such
shares to the Company at the option price if the employment of the employee
terminates prior to a specified time. In addition, the Committee, in its
discretion, may afford to holders of Incentive Stock Options granted under this
Plan the right to require the Company to cause to be registered under the
Securities Act of 1933, as amended, for public sale by the holders thereof,
shares of Common Stock subject to such Incentive Stock Options upon such terms
and subject to such conditions as the Committee may determine to be appropriate.

          (g) In the discretion of the Committee, a single Stock Option
Agreement may include both Incentive Stock Options and Non-incentive Stock
Options, or those options may be included in separate stock option agreements.

          Section 7. Terms of Non-incentive Stock Options. Each Non-incentive
Stock Option granted under this Plan shall be evidenced by a Non-incentive Stock
Option Agreement which shall be executed by the Company and by the person to
whom such Non-incentive Stock Option is granted, and shall be subject to the
following terms and conditions:

          (a) The price at which shares of Common Stock covered by each
Non-incentive Stock Option may be purchased pursuant thereto shall be an amount
not less than the par value of such shares.

          (b) Each Non-incentive Stock Option Agreement shall provide that such
Non-incentive Stock

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Option may be exercised by the Grantee, in such parts and at such times as may
be specified in such Agreement, within a period up to and including ten years
after the date on which the Non-incentive Stock Option is granted.

          (c) Each Non-incentive Stock Option granted under this Plan shall by
its terms be non-transferable by the optionee except by will or by the laws of
descent and distribution, and each Non-incentive Stock Option shall by its terms
be exercisable during the Grantee's lifetime only by him.

          (d) The Non-incentive Stock Option Agreement entered into pursuant
hereto may contain such other terms, provisions and conditions not inconsistent
herewith as shall be determined by the Committee, in its sole discretion,
including without limitation the terms, provisions and conditions set forth in
Section 6(f) with respect to Incentive Stock Option Agreements.

          SECTION 8. Limit on Option Amount. Notwithstanding any provision
contained herein, the aggregate fair market value (determined under Section 6(a)
as of the time Incentive Stock Options are granted) of the shares of Common
Stock with respect to which Incentive Stock Options are first exercisable by any
employee during any calendar year (under all stock option plans of the
employee's employer corporation and its parent and subsidiary corporation within
the meaning of Section 424 of the Code) shall not exceed $100,000. If an Option
exceeds this $100,000 limitation, the portion of such an option which is
exercisable for shares of Common Stock in excess of the $100,000 limitation
shall be treated as a Non-incentive Stock Option. The limit in this paragraph
shall not apply to options which are designated as Non-incentive Stock Options,
and, except as otherwise provided herein, there shall be no limit on the amount
of such options which may be first exercisable in any year.

          SECTION 9. (a) Adjustment of Number of Shares. In the event that a
dividend shall be declared upon the shares of Common Stock payable in shares of
Common Stock, the number of shares of Common Stock then subject to any Option
granted hereunder, and the number of shares reserved for issuance pursuant to
this Plan but not yet covered by an Option, shall be adjusted by adding to each
of such shares the number of shares which would be distributable thereon if such
share had been outstanding on the date fixed for determining the stockholders
entitled to receive such stock dividend. In the event that the outstanding
shares of Common Stock shall be changed into or exchanged for a different number
or kind of shares of stock or other securities of the Company or of another
corporation, whether through reorganization, recapitalization, stock split-up,
combination of shares, merger or consolidation, then there shall be substituted
for each share of Common Stock subject to any such Option and for each share of
Common Stock reserved for issuance pursuant to the Plan but not yet covered by
an Option, the number and kind of shares of stock or other securities into which
each outstanding share of Common Stock shall be so changed or for which each
such share shall be exchanged; provided, however, that in the event that such
change or exchange results from a merger or consolidation, and in the judgment
of the Committee such substitution cannot be effected or would be inappropriate,
or if the Company shall sell all or substantially all of its assets, the Company
shall use reasonable efforts to effect some other adjustment of each then
outstanding Option which the Committee, in its sole discretion, shall deem
equitable. In the event that there shall be any change, other than as specified
above in this Section 9(a), in the number or kind of outstanding shares of
Common Stock or of any stock or other securities into which such shares of
Common Stock shall have been changed or for which they shall have been
exchanged, then, if the Committee shall determine that such change equitably
requires an adjustment in the number or kind of shares theretofore reserved for
issuance pursuant to the Plan but not yet covered by an Option and of the shares
then subject to an Option or Options, such adjustment shall be made by the
Committee and shall be effective and binding for all purposes of this Plan and
of each stock option agreement. Notwithstanding the foregoing, if any adjustment
in the number of shares which may be issued and sold pursuant to Options is
required by the Code or regulations issued pursuant thereto to be approved by
the stockholders in order to enable the Company to issue Incentive Stock Options
pursuant to this Plan, then no such adjustment shall be made without the
approval of the stockholders. In the case of any such substitution or adjustment
as provided for in this Section 9(a), the option price in each stock option
agreement for each share covered thereby prior to such substitution or
adjustment will be the total option price for all shares of stock or other
securities which shall have been substituted for each such share or to which
such share shall have been adjusted pursuant to this Section 9. No adjustment or
substitution provided for in this Section 9 shall require the Company, in any
stock option agreement, to sell a fractional share, and the total substitution
or adjustment with respect to each stock option agreement shall be limited
accordingly. Notwithstanding the foregoing, in the case of Incentive Stock
Options, if the effect of the adjustments or substitution is to cause the
Incentive Stock Option to fail to continue to qualify as an Incentive Stock
Option or to cause a modification, extension or renewal of such Incentive Stock
Option within the meaning of Section 424 of the Code, the Board of

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Directors shall use reasonable efforts to effect such other adjustment of each
then outstanding option as the Board of Directors, in its sole discretion, shall
deem equitable.

               (b) In the event that the Company shall effect a distribution,
other than a normal and customary cash dividend, upon shares of Common Stock,
the Committee may, in order to prevent significant diminution in the value of
options as a result of any such distribution, take such measures as it deems
fair and equitable, including, without limitation, the adjustment of the Option
Price per share for Shares not issued and sold hereunder prior to the record
date for said distribution.

          SECTION 10. Amendments. This Plan may be terminated or amended from
time to time by vote of the Committee; provided, however, that no such
termination or amendment shall materially adversely affect or impair any then
outstanding Option without the consent of the Grantee thereof and no amendment
which shall (i) change the total number of shares which may be issued and sold
pursuant to Options granted under this Plan, or (ii) change the designation or
class of employees or other persons eligible to receive Incentive Options or
Non-incentive Options, shall be effective without the approval of the
stockholders. Notwithstanding the foregoing, the Plan may be amended by the
Committee to incorporate any amendments made to the Code or regulations
promulgated thereunder which the Committee deems to be necessary or desirable to
preserve (i) incentive stock option status for outstanding Incentive Stock
Options and the ability to issue Incentive Stock Options pursuant to this Plan,
and (ii) the deductibility by the Company pursuant to Section 162(m) of the Code
of amounts taxed to Plan participants as ordinary compensation income.

          SECTION 11. Effective Date and Termination. This Plan shall become
effective on the date its adoption is approved by the stockholders of the
Company. Except to the extent necessary to govern outstanding Options, this Plan
shall terminate on, and no additional Options shall be granted after, ten years
from the date the Plan is adopted, or ten years from the date the Plan is
approved by the stockholders, whichever is earlier.