EXHIBIT 10.3
                            SALES ONLINE DIRECT, INC.

                             1999 OMNIBUS SHARE PLAN

     1.  PURPOSE.  The purpose of the 1999  Omnibus  Share Plan of Sales  Online
Direct,  Inc. (the "Plan") is to promote the financial interests of Sales Online
Direct,  Inc.  (the  "Company"),   including  its  growth  and  performance,  by
encouraging  the  directors,  officers  and  employees  of the  Company  and its
subsidiaries  to acquire an  ownership  position in the Company,  enhancing  the
ability of the Company and its  subsidiaries to attract and retain  employees of
outstanding  ability,  and providing employees with a way to acquire or increase
their proprietary interest in the Company's success.

     2. SHARES SUBJECT TO THE PLAN. Subject to adjustment as provided in Section
18,  the number of shares of common  stock,  par value  $.001 per share,  in the
Company (the  "Shares")  which shall be available  for the grant of awards under
the Plan shall be 1,000,000 Shares.

     Shares  subject to an award that expires  unexercised,  that is  forfeited,
terminated  or  canceled,  in whole  or in  part,  or is paid in cash in lieu of
Shares, shall thereafter again be available for grant under the Plan.

     3. ADMINISTRATION. The Plan shall be administered by the Board of Directors
of the  Company  (the  "Board")  or by a  committee  of the Board  appointed  in
accordance with this Section 3. (The Board, or the committee, if appointed,  are
referred to in this Plan as the "Committee").

     At any time, the Board may appoint a Committee, consisting of not less than
two of its members to  administer  the Plan on behalf of the Board in accordance
with such terms and conditions not inconsistent  with this Plan as the Board may
prescribe.  Once  appointed,  members of the Committee  shall  continue to serve
until otherwise  directed by the Board. From time to time the Board may increase
the size of the Committee and appoint additional  members,  remove members (with
or without cause) and appoint new members in their place, fill vacancies however
caused,  and/or  remove all members of the  Committee  and  thereafter  directly
administer the Plan.

     Subject to the provisions of the Plan, the Committee shall (i) from time to
time  select   directors,   officers  and  employees  of  the  Company  and  its
subsidiaries  who  will  participate  in the  Plan  (the  "Participants"),  (ii)
determine  the type of awards to be made to  Participants,  (iii)  determine the
Shares  or share  units  subject  to  awards,  and (iv)  have the  authority  to
interpret the Plan, to  establish,  amend and rescind any rules and  regulations
relating  to the Plan,  determine  the terms and  provisions  of any  agreements
entered into hereunder, and make all other determinations necessary or advisable
for the administration of the Plan. The Committee may correct any defect, supply
any omission or reconcile any  inconsistency  in the Plan or in any award in the
manner and to the extent it shall deem  desirable to carry it into  effect.  The
determinations of the Committee in the  administration of the Plan, as described
herein, shall be final and conclusive.

     4. ELIGIBILITY. All directors and all officers and employees of the Company
and its subsidiaries who have demonstrated  significant management potential, or
who have  contributed  or have the capacity for  contributing  in a  substantial
measure to the successful  performance  of the Company,  or who have excelled in

<PAGE>

their performance on behalf of the Company, all as determined by and in the sole
and absolute discretion of the Committee, are eligible to be Participants in the
Plan.

     5. AWARDS.  Awards under the Plan  ("Awards") may consist of the following:
stock options (either  incentive stock options within the meaning of Section 422
of the Internal Revenue Code or non-qualified stock options), stock appreciation
rights, grants of restricted stock,  performance shares, stock bonuses and other
stock-based  awards.  Awards of performance  shares and restricted stock,  stock
bonuses and other stock-based  awards may provide the Participant with dividends
or dividend  equivalents and voting rights prior to vesting  (whether based on a
period of time or based on attainment of specified performance conditions).

     6. STOCK  OPTIONS.  The following  terms shall apply,  except to the extent
varied in any Award Agreement as defined in Section 11 herein.

     (a) General.  The  Committee  shall  establish the option price at the time
each  stock  option is  granted,  which  price  may,  in the  discretion  of the
Committee,  be less than 100% of the fair market value of the Shares on the date
of grant. Stock options shall be exercisable for such period as specified by the
Committee,  but in no event may options be exercisable more than ten years after
their date of grant.

     (b) Payment.  The  exercise  price for each option shall be paid in full at
the  time of such  exercise.  Such  payment  may be made (i) in cash or by check
payable to the order of the  Company,  (ii) with Shares of the  Company,  to the
extent the fair market  value of the Shares on the date of  exercise  equals the
exercise  price for the  Option  Shares  purchased,  (iii) by  surrender  to the
Company of options to purchase Shares,  to the extent of the difference  between
the exercise  price of such  options and the Fair Market  Value (as  hereinafter
defined)  of the  Shares  subject  to  such  options  (the  "spread"),  (iv)  by
promissory note or other payment arrangement agreed to by the Committee,  or (v)
any combination of the foregoing  agreed to by the Committee.  The Company shall
have the right,  and the  Participant  may require the Company,  to withhold and
deduct from the number of Shares  deliverable  upon the exercise hereof a number
of Shares having an aggregate fair market value equal to the amount of taxes and
other  charges  that the Company is obligated to withhold or deduct from amounts
payable to the Participant.

     (c)  Incentive  Stock  Options.  An option  granted under the Plan may be a
non-qualified  stock option or an  "incentive  stock option"  ("Incentive  Stock
Options")  within the meaning of Section  422 of the  Internal  Revenue  Code of
1986, as amended (the "Code"), and if not otherwise  specified,  shall be deemed
to be an Incentive Stock Option. The price at which Shares may be purchased upon
exercise of an Option  shall be equal to the Fair  Market  Value on the date the
option  is  granted;  provided,  however,  that in the case of  Incentive  Stock
Options,  if at the time the  option is  granted  the  participant  owns  Shares
possessing  more than 10% of the total  combined  voting power of all classes of
stock of the  Company,  then the option price shall be not less than 110% of the
Fair Market Value of the Shares on the date the option is granted.  An Incentive
Stock  Option  shall not result in income  upon the receipt of the option to the
extent (i) the aggregate fair market value (determined at the time the option is
granted) of the Shares that may be purchased by the optionee during any calendar
year  (under  the  Plan and all  other  plans of the  Company)  does not  exceed

                                       2

<PAGE>

$100,000;  and (ii) the  optionee  (other than the  optionee's  estate where the
optionee is deceased)  does not dispose of the Shares until the later of (a) two
years from and after the date the option is granted,  and (b) one year after the
date the Shares are issued to the  optionee.  In the event of a  disposition  of
Shares received upon exercise of an Incentive Stock Option where the disposition
occurs within two years from the date the option is granted or one year from the
receipt of the shares, the optionee shall notify the Corporate  Secretary of the
Company in writing as to the date of such disposition,  the sale price (if any),
and the number of Shares involved.

     (d)  Fair  Market  Value.  The  "Fair  Market  Value"  per  Share as of any
particular  date shall be the closing  market price per Share on the trading day
immediately  preceding  such  date,  as  reported  on the  principal  securities
exchange  or market on which the Shares are then  listed or admitted to trading,
or if not so  reported,  the average of the bid and asked  prices on the trading
date  immediately  preceding  such  date as  reported  by  Nasdaq,  or if not so
reported, as determined by the Committee in good faith.

     7. STOCK APPRECIATION  RIGHTS.  Stock appreciation rights may be granted in
tandem  with  a  stock  option,  in  addition  to a  stock  option,  or  may  be
freestanding and unrelated to a stock option.  Stock appreciation rights granted
in tandem  with or in addition  to a stock  option may be granted  either at the
same time as the stock option or at a later time.  No stock  appreciation  right
shall be exercisable earlier than six months after grant, except in the event of
the Participant's death or disability.  A stock appreciation right shall entitle
the  Participant  to receive from the Company an amount equal to the increase of
the fair market  value of the Share on the  exercise  of the stock  appreciation
right  over the  grant  price.  The  Committee,  in its sole  discretion,  shall
determine whether the stock  appreciation right shall be settled in cash, Shares
or a combination of cash and Shares.

     8.  PERFORMANCE  SHARES.  Performance  shares may be granted in the form of
actual  Shares or share  units  having a value equal to an  identical  number of
Shares.  In the event that a certificate  is issued in respect of Shares subject
to a grant of performance  shares,  such certificate  shall be registered in the
name of the  Participant  but  shall be held by the  Company  until the time the
Shares subject to the grant of performance  shares are earned.  The  performance
conditions and the length of the  performance  period shall be determined by the
Committee.  The  Committee,  in its sole  discretion,  shall  determine  whether
performance shares are granted in the form of share units shall be paid in cash,
Shares or a combination of cash and Shares.

     9. RESTRICTED STOCK.  Restricted stock may be granted in the form of actual
Shares or share units having a value equal to an identical number of Shares.  In
the event  that a  certificate  is issued in  respect  of a grant of  restricted
stock,  such  certificate  shall be  registered  in the name of the  Participant
subject to all  restrictions,  and shall bear a legend to such effect  until the
end of the restricted  period.  The employment  conditions and the length of the
period for vesting of restricted  stock shall be established by the Committee at
the time of  grant.  The  Committee,  in its sole  discretion,  shall  determine
whether  restricted  stock  granted in the form of share  units shall be paid in
cash, Shares, or a combination of cash and Shares.

     10.  STOCK BONUS  AWARDS.  Stock bonus awards may be granted in the form of
Shares or share units having a value equal to an identical  number of Shares.  A

                                       3

<PAGE>


stock bonus award shall entitle the  Participant to receive the number of Shares
specified  in the award  certificate  as a bonus  under this Plan,  without  any
consideration  for such Shares.  In the event that a stock certificate is issued
in respect of Shares  subject to a grant of a bonus award of common stock,  such
certificate shall be issued in the name of the Participant and will generally be
issued to the Participant  within 15 days after proper  presentment of the award
certificate.  The Committee,  in its sole  discretion,  shall determine  whether
bonus stock granted in the form of share units shall be paid in cash, Shares, or
a combination of cash and Shares.

     11.  AWARD  AGREEMENTS.  Each award under the Plan shall be evidenced by an
agreement  ("Award  Agreement")  setting  forth  the terms  and  conditions,  as
determined by the Committee, which shall apply to such award, in addition to the
terms and  conditions  specified  in the Plan.  In the event that  discrepancies
exist  between  the Plan and any  Award  Agreement,  the Award  Agreement  shall
control.

     12.  WITHHOLDING.  The  Company  shall  have the right to  deduct  from any
payment to be made  pursuant to the Plan, or to require prior to the issuance or
delivery of any Shares or the payment of cash under the Plan, any taxes required
by law to be  withheld  therefrom.  The  Participant  may elect to satisfy  such
withholding  obligation by having the Company  retain the number of Shares whose
fair market value equal the amount  required to be  withheld.  Any fraction of a
Share required to satisfy such  obligation  shall be disregarded  and the amount
due shall instead be paid in cash to the Participant.

     13.  LIMITED  TRANSFERABILITY.  No Award  shall be  transferred,  assigned,
pledged  or  hypothecated,  other  than by  will  and the  laws of  descent  and
distribution,  and no right of interest of any  Participant  shall be subject to
execution,  attachment or similar  process.  Notwithstanding  the foregoing,  an
Award Agreement,  by including therein an express provision to that effect,  may
permit a  Participant  to  transfer  such  Awards,  other than  Incentive  Stock
Options,  to his spouse,  lineal  ascendants,  lineal  descendants  or to a duly
established trust for the benefit of one or more of these individuals. Awards so
transferred  may  thereafter be  transferred  only to the  Participant  or to an
individual  or trust to whom he could  have  initially  transferred  the  Awards
pursuant to this Section.  Awards transferred  pursuant to this Section shall be
held by the transferee  according to the same terms and conditions as applied to
the Participant.  Upon any attempt to transfer any Award, or to assign,  pledge,
hypothecate or otherwise dispose of any Award in violation of this provision, or
upon the levy of any attachment or similar  process upon any Award or any rights
hereunder, such Award shall immediately lapse and become null and void.

     14.  NO RIGHT TO  AWARDS.  No  person  shall  have any claim or right to be
granted an award,  and the grant of an award shall not be  construed as giving a
Participant  the  right to be  retained  in the  employ  of the  Company  or its
subsidiaries.  Further,  the Company and its subsidiaries  expressly reserve the
right at any time to dismiss a Participant free from any liability, or any claim
under the Plan,  except as  provided  herein or in any  agreement  entered  into
hereunder.

     15. CORPORATE REORGANIZATION

     (a)  Anything in the Plan or in any Award  Agreement  or any award  granted
hereunder to the contrary  notwithstanding,  in the event of (i) the acquisition

                                       4


<PAGE>

of  "beneficial  ownership"  (as defined in Regulation  13D under the Securities
Exchange Act of 1934, as amended),  by a person,  entity or group of 25% or more
of the Shares;  (ii) the  election,  in a two-year  period or less, of directors
constituting  a  majority  of the  Board  who were not  nominated  by the  Board
("Non-Continuing  Directors");  (iii) the  commencement of a tender offer (other
than by the Company) for any Shares; (iv) a sale or transfer, in one or a series
of transactions, of assets having a fair market value of 50% or more of the fair
market value of all assets of the Company; (v) a merger,  consolidation or share
exchange pursuant to which the Shares of the Company are or may be exchanged for
or converted into cash,  property or securities of another  issuer;  or (vi) the
liquidation  of the Company (an  "Extraordinary  Event"),  any Award  carrying a
right to  exercise  that was not  exercisable  and  vested  shall  become  fully
exercisable  and vested,  and (ii) any  restrictions  or  forfeiture  conditions
applicable to any other Awards granted under the Plan shall lapse and terminate,
any  performance  conditions  imposed  with  respect to any such Awards shall be
deemed to be fully achieved on and at all times after the Event Date (as defined
below),  and such Awards shall be deemed fully vested without  restriction  from
and  after  the  Event  Date.

     (b) The  "Event  Date"  means  (i) the date of  acquisition  of  beneficial
ownership  of 25% or more of the  Shares;  (ii)  the  date  of the  election  of
directors  as a result  of which  the  majority  of the  Board is  comprised  of
Non-Continuing  Directors;  (iii) the  commencement  of a tender  offer,  if the
Extraordinary  Event  is a  tender  offer;  or  (iv) in the  case  of any  other
Extraordinary  Event,  the day  preceding  the  record  date in  respect of such
Extraordinary  Event, or if no record date is fixed,  the day preceding the date
as of which shareholders of record become entitled to the consideration  payable
in respect of such  Extraordinary  Event.  Notwithstanding  the  foregoing,  the
immediate  vesting of any Award shall be conditioned upon the actual  occurrence
and completion of the Extraordinary Event.

     (c) In the event of the  acceleration  of the  exercise  date of any option
pursuant to this Section, the exercise price for which shall not have been fixed
as of the Event Date,  the exercise price per Share subject to such option shall
be equal to the  average  Fair  Market  Value per Share for the thirty (30) days
preceding the announcement or other publication of the Extraordinary Event.

     (d) In case of an  Extraordinary  Event  other  than a  tender  offer,  the
exercise of any option pursuant to this Section prior to the Event Date shall be
effective on and as of the Event Date. Upon the exercise of such option upon the
occurrence of an Extraordinary  Event, the Company shall issue, on and as of the


                                       -5-
<PAGE>


effective  date of such  exercise,  all Shares with respect to which such option
shall have been exercised.  In the event that the Participant  fails to exercise
his or her  option,  in whole  or in  part,  pursuant  to this  Section  upon an
Extraordinary  Event,  or if  there  shall  be  any  capital  reorganization  or
reclassification  of the Shares,  the  Company  shall take such action as may be
necessary to enable such Participant to receive upon any subsequent  exercise of
his or her options, in whole or in part, in lieu of Shares,  securities or other
assets as were issuable or payable upon such Extraordinary  Event in respect of,
or in exchange for, such Shares.

     16. TERMINATION OF RIGHTS.  All unexercised or unexpired  options,  rights,
performance  shares and other  such  rights  granted or awarded  under this Plan
(collectively, "Rights") will terminate, be forfeited and will lapse immediately
if such Participant's  employment or relationship with the Company is terminated
for any reason,  unless and to the extent the Committee  permits the exercise of
such Rights after the date of such termination. If a Participant's employment or
relationship  with the  Company is  terminated  by reason of his  disability  or
death, such Participant or such Participant's personal  representatives,  estate
or heirs (as the case may be) may exercise,  subject to any restrictions imposed
by the  Committee  at the time of the grant,  for a period of one year after the
Participant's  death or  disability,  any  Right  which was  exercisable  by the
Participant as of the date of his death or disability, unless otherwise provided
by the Committee.

     17.  REGISTRATION.  If the Company shall be advised by its counsel that any
Shares  deliverable  upon any exercise of a Right are required to be  registered
under the Securities Act of 1933, or that the consent of any other  authority is
required for the issuance of such Shares, the Company may effect registration or
obtain such consent, and delivery of Shares by the Company may be deferred until
registration is effected or such consent is obtained.

     18.  ADJUSTMENT OF AND CHANGES IN SHARES. In the event of any change in the
outstanding  Shares by reason of any share dividend or split,  recapitalization,
merger,  consolidation,  spinoff,  combination  or  exchange  of Shares or other
corporate  change,  or other  distributions  to common  shareholders  other than
regular cash dividends,  the Committee may make such substitution or adjustment,
if any, as it deems to be equitable, as to the number or kind of Shares or other
securities  issued  or  reserved  for  issuance  pursuant  to  the  Plan  and to
outstanding awards.

     19. AMENDMENT. The Committee may amend or terminate the Plan or any portion
thereof at any time,  provided  that,  without such  Participant's  consent,  no
amendment  or  termination  shall  affect  adversely  any  of  the  rights  of a
participant under any Award theretofore granted under the Plan.

     20.  EFFECTIVE  DATE.  The Plan shall be effective upon its adoption by the
Board of Directors,  subject to  ratification  by the  shareholders.  Subject to
earlier  termination  pursuant  to Section 19, the Plan shall have a term of ten
years from and after its effective date.

                                       6

<PAGE>




                        INCENTIVE STOCK OPTION AGREEMENT
                                    under the
                            SALES ONLINE DIRECT, INC.
                             1999 OMNIBUS SHARE PLAN

     THIS AGREEMENT is made this  ________________,  by and between SALES ONLINE
DIRECT, INC (the "Company") and _________________ (the "Optionee").

     WHEREAS,  the Board of Directors of the Company (the "Board")  considers it
desirable  and in the  Company's  best  interest  that the  Optionee be given an
opportunity  to purchase its common  shares of stock,  par value $.001 per share
("Shares"),  pursuant to the terms and  conditions  of the Sales Online  Direct,
Inc.  1999  Omnibus  Share Plan (the  "Plan") to  provide an  incentive  for the
Optionee and to promote the interests of the Company.

     NOW THEREFORE, it is agreed as follows:

     1.  Grant of Option.  The Company  hereby  grants to  Optionee an option to
purchase  from the Company  _________  Shares  ("Option  Shares") at an exercise
price of $_______ per Share. Subject to earlier expiration or termination of the
option granted  hereunder,  this option shall expire on the 10th  anniversary of
the date hereof.

     2.  Period  of  Exercise  of Option.  The  Optionee  shall be  entitled  to
exercise  the option  granted  hereunder to purchase  Option  Shares as follows:

         Exercise Date                                        No. Shares
         -------------                                        ----------





in each case,  together  with the number of Option  Shares  which  Optionee  was
theretofore entitled to purchase. The exercise of this option may be accelerated
upon the occurrence of an Extraordinary Event, as defined in the Plan.

     3. Additional Exercise Periods.

     (a) For a period of 90 days  after the  termination  of  employment  of the
Optionee,  without  "Cause",  and for a period  of one year  after  the death or
disability of the Optionee (in either case, a "Terminating Event"), the Optionee
or his personal representative, administrator or a person who acquired the right
to exercise any such option by bequest, inheritance or death of the Optionee may
exercise this option to the extent that this option was exerciseable on the date
of the  Terminating  Event and may purchase the number of Option Shares that the
Optionee could have purchased as of the date the Terminating Event.

     (b) In the event of  termination of employment of the Optionee for "Cause",
all  unexercised  options shall  immediately  lapse and be  forfeited.  The term

<PAGE>


"Cause"  means an action or failure to act by the Optionee  constituting  fraud,
misappropriation  or  intentional  damage to the  property  or  business  of the
Company;  the  commission of an act of deliberate and material  dishonesty;  the
commission of a crime  constituting  a felony,  or causing the Company to commit
such a crime;  or a willful and repeated  failure by the Optionee to perform his
or her duties.

     4. Method  of Exercise. In order to exercise the options granted hereunder,
Optionee must give written  notice to the Corporate  Secretary of the Company at
the Company's principal place of business,  substantially in the form of Exhibit
1 hereto,  accompanied  by full  payment  of the  exercise  price for the Option
Shares being purchased, in accordance with the terms and provisions of the Plan.

     5.  Manner of Payment.  An Optionee  may pay the exercise  price for Option
Shares  purchased  hereunder either (i) in cash or by check payable to the order
of the Company,  (ii) with Shares of the Company,  to the extent the Fair Market
Value of such Shares (as defined in the Plan) on the date of exercise equals the
exercise  price for the  Option  Shares  purchased,  (iii) by  surrender  to the
Company of Options to purchase Shares,  to the extent of the difference  between
the  exercise  price of such  Options  and the Fair  Market  Value of the Shares
subject to such options (the  "spread"),  or (iv) a combination of (i), (ii) and
(iii) above.  The Company shall have the right, and the Optionee may require the
Company,  to withhold  and deduct from the number of Option  Shares  deliverable
upon the exercise  hereof a number of Option  Shares  having an  aggregate  Fair
Market Value equal to the amount of taxes and other  charges that the Company is
obligated  to  withhold  or deduct  from  amounts  payable  to the  participant.

     6.  Limitation  upon  Transfer.  This option  may not be transferred by the
Optionee other than by will and the laws of descent and distribution, may not be
assigned,  pledged  or  hypothecated,  and shall not be  subject  to  execution,
attachment or similar process.  Upon any attempt to transfer this option,  or to
assign, pledge,  hypothecate or otherwise dispose of this option in violation of
this provision,  or upon the levy of any attachment or similar process upon this
option or any rights  hereunder,  this option shall immediately lapse and become
null and void.

     7.  Adjustment.  Appropriate  adjustment  shall be made  to the  number  of
Shares which are subject to the option  granted  hereunder to give effect to any
stock splits, stock dividends, recapitalization,  merger, consolidation or other
relevant changes in the  capitalization  of the Company occurring after the date
hereof.  The  decision  of the  Board as to the  amount  and  timing of any such
adjustment  shall be  conclusive.

     8. Qualified  Incentive Stock Option. This option is intended to qualify as
an  incentive  stock option  under  Section 422 of the Internal  Revenue Code of
1986, as amended (the "Code").

     9.  Disposition  of Shares.  In the  event of a  disposition  of the Option
Shares received  hereunder  where the disposition  occurs within two years after
the date hereof or one year after the receipt of the Shares,  the Optionee shall
notify the Corporate Secretary of the Company in writing promptly as to the date
of such disposition, the sale price (if any), and the number of Shares involved.

     10. Plan;  Applicable Law. This Agreement is subject in all respects to the
provisions of the Plan, a copy of which has been provided to the Optionee.  This

                                       3

<PAGE>


Agreement  shall be governed by and construed in accordance with the laws of the
State of  Maryland,  excluding  its  provisions  relating to  conflicts of laws.

     IN WITNESS  WHEREOF,  the parties have caused this Agreement to be executed
under seal, intending this to be a sealed instrument, as of the date first above
written.

ATTEST:                                   SALES ON LINE DIRECT INC.


__________________                        By:                             (SEAL)
                                             -----------------------------------


WITNESS:                                  OPTIONEE:

                                                                          (SEAL)
__________________                        --------------------------------------


                                       3








<PAGE>



                                                                       EXHIBIT 1

                                      Date:

Corporate Secretary
SALES ONLINE DIRECT, INC..

To the Corporate Secretary:

     I hereby exercise my option to purchase ___________ shares of common stock,
par  value  $.001  per share  ("Shares"),  of Sales  Online  Direct,  Inc.  (the
"Company") in accordance  with the terms set forth in the Incentive Stock Option
Agreement under the Sales Online Direct, Inc. 1999 Omnibus Share Plan.

     In full payment for each such exercise, please find enclosed

               -    check in the amount of $_____________


               -    Shares having a Fair Market Value of $___________


               -    Options  having an exercise  price of $_______,  to purchase
                    ______  Shares  having  a Fair  Market  Value  of  $_______,
                    resulting in a "spread" of $_________.

               -    Other
                    (specify):________________________________________________.

I authorize the Company to withhold a number of Shares equal to any  withholding
obligation

- I direct the Company to withhold a number of Shares  equal to any  withholding
obligation applicable to me.


                                                   Very truly yours,


---------------------                              ----------------------------
      Address                                                   Sign
---------------------                              ----------------------------
                                                             Print Name
---------------------
                                                   ----------------------------
Tel.#:_______________                                        SS# or TIN





<PAGE>



                      NON-QUALIFIED STOCK OPTION AGREEMENT
                                    under the
                            SALES ONLINE DIRECT, INC.
                             1999 OMNIBUS SHARE PLAN

     THIS  AGREEMENT  is  effective as of  _____________,  by and between  SALES
ONLINE DIRECT, INC. (the "Company") and ________________ (the "Optionee").

     WHEREAS,  the Board of Directors of the Company (the "Board")  considers it
desirable  and  in the  Company's  interest  that  the  Optionee  be  given  the
opportunity to invest in common stock, par value $.001 per share ("Shares"),  of
the Company  pursuant  to  Company's  1999  Omnibus  Share Plan (the  "Plan") to
promote the  interests of the Company and to align the interests of the Optionee
with the interests of the Company's stockholders.

     NOW, THEREFORE, it is agreed as follows:

      1. Grant of Option. The Company hereby grants to the Optionee an option to
purchase from the Company  ____________  Shares ("Option Shares") at an exercise
price of $_________ per Share.  Subject to earlier  expiration or termination of
the option granted hereunder,  this option shall expire and may not be exercised
after the 10th anniversary of the date hereof.

      2.  Period of  Exercise  of Option.  The  Optionee  shall be  entitled  to
exercise  the option  granted  hereunder to purchase  Option  Shares as follows:

         Exercise Date                                    No. Shares
         ------------                                     ----------





in each case,  together  with the number of Option Shares which the Optionee was
theretofore entitled to purchase. The exercise of this option may be accelerated
upon  the  occurrence  of an  Extraordinary  Event,  as  defined  in  the  Plan.
Appropriate  adjustment  shall be made to the number of Shares which are subject
to the  option  granted  hereunder  to give  effect to any stock  splits,  stock
dividends, recapitalization,  merger, consolidation or other relevant changes in
the  capitalization of the Company occurring after the date hereof. The decision
of the  Board as to the  amount  and  timing  of any such  adjustments  shall be
conclusive.

      3. Additional Exercise Periods.

     (a) For a period of 90 days after the Optionee's  retirement or resignation
from the Board,  without Cause,  and for a period of one year after the death or
disability of the Optionee (in either case, a "Terminating Event"), the Optionee
or his  personal  representative  or a person who acquired the right to exercise
this option in accordance  with the terms hereof may exercise this option to the
extent that this option was exercisable on the date of the Terminating Event and
may purchase the number of Option Shares that the Optionee  could have purchased
as of the date of the Terminating Event.

<PAGE>


     (b) In the event of termination of service of the Optionee for "Cause", all
unexercised  options shall immediately lapse and be forfeited.  The term "Cause"
means  an  action  or  failure  to  act  by  the  Optionee  constituting  fraud,
misappropriation  or  intentional  damage to the  property  or  business  of the
Company;  the  commission of an act of deliberate and material  dishonesty;  the
commission of a crime  constituting  a felony,  or causing the Company to commit
such a crime;  or a willful and repeated  failure by the Optionee to perform his
or her duties.

      4. Method of Exercise. In order to exercise the options granted hereunder,
the Optionee must give written notice to the Corporate  Secretary of the Company
at the  Company's  principal  place of  business,  substantially  in the form of
Exhibit 1 hereto,  accompanied  by full  payment of the  exercise  price for the
Option Shares being  purchased,  in accordance  with the terms and provisions of
the Plan,  in cash,  by check,  with Shares,  upon  surrender of options,  other
payment  arrangement,  or a  combination  thereof,  as  described  in the  Plan.

      5.  Manner of Payment.  An Optionee may pay the exercise  price for Option
Shares  purchased  hereunder either (i) in cash or by check payable to the order
of the Company,  (ii) with Shares of the Company,  to the extent the Fair Market
Value of such Shares, as defined in the Plan, on the date of exercise equals the
exercise  price for the  Option  Shares  purchased,  (iii) by  surrender  to the
Company of Options to purchase Shares,  to the extent of the difference  between
the  exercise  price of such  Options  and the Fair  Market  Value of the Shares
subject to such options (the  "spread"),  or (iv) a combination of (i), (ii) and
(iii) above.  The Company shall have the right, and the Optionee may require the
Company,  to withhold  and deduct from the number of Option  Shares  deliverable
upon the exercise  hereof a number of Option  Shares  having an  aggregate  Fair
Market Value equal to the amount of taxes and other  charges that the Company is
obligated  to  withhold  or deduct  from  amounts  payable  to the  participant.

      6.  Limitation  upon  Transfer.  This option may not be transferred by the
Optionee other than by will and the laws of descent and distribution, may not be
assigned,  pledged  or  hypothecated,  and shall not be  subject  to  execution,
attachment or similar process.  Upon any attempt to transfer this option,  or to
assign, pledge,  hypothecate or otherwise dispose of this option in violation of
this provision,  or upon the levy of any attachment or similar process upon this
option or any rights  hereunder,  this option shall immediately lapse and become
null and void.

      7. Plan;  Applicable Law. This Agreement is subject in all respects to the
provisions of the Plan, a copy of which has been provided to the Optionee.  This
Agreement  shall be governed by and construed in accordance with the laws of the
State of  Maryland,  excluding  its  provisions  relating to  conflicts of laws.

                                       2

<PAGE>



     IN WITNESS  WHEREOF,  the parties have caused this Agreement to be executed
under seal, intending this to be a sealed instrument, as of the date first above
written.

ATTEST:                                   SALES ON LINE DIRECT INC.


__________________                        By:                             (SEAL)
                                             -----------------------------------


WITNESS:                                  OPTIONEE:

                                                                          (SEAL)
__________________                        --------------------------------------


                                       3


<PAGE>


                                                                       EXHIBIT 1

                                      Date:

Corporate Secretary
SALES ONLINE DIRECT, INC.

To the Corporate Secretary:

     I hereby  exercise  my option to  invest  in  ___________  shares of common
stock, par value $.001 per share ("Shares"),  of Sales Online Direct,  Inc. (the
"Company") in  accordance  with the terms set forth in the  Non-Qualified  Stock
Option Agreement under the Sales Online Direct, Inc. 1999 Omnibus Share Plan.

     In full payment for each such exercise, please find enclosed:

               -    check in the amount of $_____________.

               -    Shares having a Fair Market  Value,  as defined in the Plan,
                    of $___________.

               -    Options  having an exercise  price of $_______,  to purchase
                    ______  Shares  having  a Fair  Market  Value  of  $_______,
                    resulting in a "spread" of $_________.

               -    Other                                             (specify):
                    ____________________________________________________.


     I  authorize  the  Company  to  withhold  a number of  Shares  equal to any
withholding obligation applicable to me.

     - I direct  the  Company  to  withhold  a  number  of  Shares  equal to any
withholding obligation applicable to me.

                                                   Very truly yours,


------------------------------                    ------------------------------
          Address                                              Sign
------------------------------                    ------------------------------
                                                            Print Name
------------------------------
                                                  ------------------------------
Tel.#: _______________________                             SS# or TIN

<PAGE>