EXHIBIT 10.2

                            SALES ON LINE DIRECT INC.
                             1999 STOCK OPTION PLAN

     1.  Purpose.  The  purpose of this 1999 STOCK  OPTION  PLAN  ("Plan") is to
further  the  interests  of  SALES  ON LINE  DIRECT  INC.  and its  subsidiaries
(collectively  referred  to  as  the  "Company")  by  providing  incentives  for
directors,  officers  employees  and  consultants  of  the  Company  who  may be
designated  for  participation  therein,  and to  provide  additional  means  of
attracting and retaining competent personnel.

     2. Administration. The Plan shall be administered by the Board of Directors
of the  Company  (the  "Board").  Subject  to the  provisions  of the  Plan  and
applicable  law, the Board is authorized to interpret the Plan and to prescribe,
amend and rescind rules and regulations  relating to the Plan and to any options
granted thereunder,  and to make all other determinations necessary or advisable
for the  administration  of the Plan.  No member of the Board shall vote upon or
decide any matter relating to himself or a member of his immediate  family or to
any of his  rights  or  benefits  (or  rights  or  benefits  of a member  of his
immediate family) under the Plan.

     3. Limitation on Aggregate  Shares;  Adjustments.  The Company has reserved
1,000,000 shares of common stock, par value $.001 per share (the "Shares"),  for
issuance  upon the  exercise of options  granted  under the Plan.  If any option
granted under the Plan shall terminate,  be forfeited or expire unexercised,  in
whole or in part,  the Shares so released from option may be made the subject of
additional  options  granted under the Plan.  The Company shall reserve and keep
available  such  number  of  Shares  as will  satisfy  the  requirements  of all
outstanding options granted under the Plan. Appropriate adjustment shall be made
to the number of Shares  available  for the grant of  options  and the number of
Shares which are subject to outstanding  options  granted under the Plan to give
effect to any stock splits,  stock  dividends,  or other relevant changes in the
capitalization  of the Company  occurring  after the adoption of the Plan by the
Board.  The  decision  of the  Board as to the  amount  and  timing  of any such
adjustment shall be conclusive.

     4.  Accelerated  Exercise.  (a)  Anything  in the  Plan  or in  any  Option
Agreement or any option granted  hereunder to the contrary  notwithstanding,  in
the event of the  commencement of a tender offer (other than by the Company) for
any  Shares  of the  Company,  or 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,  or 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 the
liquidation  of the Company  (an  "Extraordinary  Event"),  then  regardless  of
whether  any option  granted  pursuant  to the Plan has  vested or become  fully
exercisable, all options granted pursuant to the Plan shall immediately vest and
become  fully  exercisable  for the full  number of Shares  subject  to any such
option.

     (b) The  accelerated  exercise  right  pursuant to subsection  (a) shall be
effective on and at all times after the "Event Date" of the Extraordinary Event.
The  "Event  Date" is the date of the  commencement  of a tender  offer,  if the
Extraordinary   Event  is  a  tender  offer,  and  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.

<PAGE>

     (c) If in the case of an  Extraordinary  Event  other than a tender  offer,
notice  that is given by an optionee  of the  exercise of an option  pursuant to
this Section 4 prior to the Event Date shall be effective on and as of the Event
Date.  Upon the exercise of an option after the  occurrence of an  Extraordinary
Event,  the  Company  shall  issue,  on and as of the  effective  date  of  such
exercise, all Shares with respect to which the option shall have been exercised.

     (d) If an  optionee  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 each optionee 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.

     5.  Participants;  Grant of  Option.  (a) The  Board  shall  determine  and
designate  from time to time those  executive  officers and key employees of the
Company to whom options are to be granted and who thereby become participants in
the  Plan.  The Board may grant to such  executive  officers  and key  employees
options to purchase  Shares in such amounts as the Board shall from time to time
determine.  Participation in the Plan shall not confer any right of continuation
of service as an employee of the Company.

     (b) The  granting  of an option  shall take place only when an  appropriate
written  Option  Agreement  substantially  in the form of Exhibit A or Exhibit B
attached hereto is executed by the Company and the optionee and delivered to the
optionee.  All options under the Plan shall be evidenced by such written  Option
Agreement  between the Company and the  optionee.  Such Option  Agreement  shall
contain such  further  terms and  conditions,  not  inconsistent  with the Plan,
related  to the grant or the time or times of  exercise  of options as the Board
shall prescribe.

     (c) 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
unless it does not meet the requirements of the Code.

     (d) An  Incentive  Stock Option shall not result in income upon the receipt
of the option to the extent that (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  $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  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.

     6. Option Price;  Fair Market Value. (a) Except as otherwise  determined by
the Board, in its discretion, the price at which Shares may be purchased upon an
optionee's  exercise of an Option shall be equal to the "Fair Market  Value" (as
hereinafter  defined  in  Section  6(b))  on the  date the  option  is  granted;

                                       2

<PAGE>



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 (a "10%
Shareholder"),  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.

     (b) 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
Board in good faith.

     7.  Exercise  Period.  Except as  otherwise  specified  by the Board in the
Option  Agreement,  each option  granted under the Plan will expire on the tenth
anniversary  of the date the  option was  granted;  provided,  however,  that an
Incentive  Stock  Option  granted  to a 10%  Shareholder  shall  in no  event be
exercisable  after the  expiration  of five years  from the date it is  granted.

     8.  Exercise  of  Options.  Unless  otherwise  provided  by the  Board  and
specified in the Option  Agreement (and except as otherwise  stated in Section 4
hereof),  any option granted  hereunder will become  exercisable with respect to
20% of the Shares subject to such option on each  anniversary  date of the grant
of the  option,  plus in each case the number of Shares that  previously  became
eligible  for  purchase  thereunder,  so that  the  option  shall  become  fully
exercisable  on the  fifth  anniversary  of the date  the  option  was  granted.

     9. Limitation Upon Transfer of Options.  No option shall be transferable by
an optionee otherwise than by will and the laws of descent and distribution,  or
pursuant to a qualified domestic relations order as defined by the Code or Title
I of the Employee  Retirement  Income Security Act, as amended (ERISA),  and the
rules and  regulations  thereunder.  Options  shall be  exercisable  only by the
optionee  during his or her  lifetime  and only in the manner set forth  herein.
Options may not be assigned,  pledged or hypothecated,  and shall not be subject
to  execution,  attachment or similar  process.  Upon any attempt to transfer an
option, or to assign,  pledge,  hypothecate or otherwise dispose of an option in
violation  of this  provision,  or upon the levy of any  attachment  or  similar
process upon such option or such rights,  the option shall immediately lapse and
become null and void.

     10.  Termination and Forfeiture of Options.  In the event of termination of
an optionee of employment  for cause,  all  unexercised  options of the optionee
shall immediately terminate. In the event of the termination of employment of an
optionee for any other  reason,  except the death or disability of the optionee,
all unexercised  options of the optionee will  terminate,  be forfeited and will
lapse,  provided  that the  optionee,  within three months after the  optionee's
termination of employment with the Company,  may exercise the option to purchase
that number of Shares that were  purchasable  by the optionee at the time of his
or her termination of employment.


                                       3

<PAGE>

     11.  Death or  Disability  of  Optionee.  In the  event of the  death of an
optionee,  or if an optionee's employment is terminated because of permanent and
total  disability,  the option may be exercised by the personal  representative,
administrator  or a person who acquired the right to exercise any such option by
bequest,  inheritance or death of the optionee,  or by the disabled optionee, as
the case may be, within one year after the death of the optionee or  termination
of his or her employment,  as the case may be, to purchase that number of Shares
that  were  purchasable  by the  optionee  at the  time of his or her  death  or
disability.

     12.  Leaves of  Absences.  The Board  shall be entitled to make such rules,
regulations,  and  determinations as it deems appropriate with respect to leaves
of absences  taken by any  optionee.  Without  limiting  the  generality  of the
foregoing,  the Board shall be entitled to determine: (i) whether any such leave
of absence  shall  constitute a termination  of  employment  for purposes of the
Plan; and (ii) the impact, if any, of any such leave of absence on options under
the  Plan   granted  to  any   optionee   who  takes  such  leave  of   absence.

     13. Method of Exercise.  To exercise an option, the optionee (or his or her
successor) shall give written notice to the Company's Secretary at the Company's
principal  place of business  accompanied  by full  payment for the Shares being
purchased and a written  statement  that the Shares are purchased for investment
and not with a view toward  distribution;  however,  this  statement will not be
required in the event the Shares subject to the option are registered  under the
Securities Act of 1933, as amended.  If the option is exercised by the successor
of  an  optionee   following  his  or  her  death,  proof  shall  be  submitted,
satisfactory  to the  Board,  of the right of the  successor  to  exercise  such
deceased optionee's option.

     14.  Manner of Payment.  An  optionee  may pay the  exercise  price for the
Shares being purchased  either (i) in cash or by check made payable to the order
of the Company,  (ii) with Shares of the Company,  to the extent the Fair Market
Value of such Shares on the date of exercise  equals the exercise  price for the
Shares being 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 Shares deliverable upon the exercise of any options hereunder
a number of Shares having an aggregate  Fair Market Value equal to the amount of
any taxes and other  charges that the Company is obligated to withhold or deduct
from amounts payable to the participant.

     15. Share Certificates. Certificates representing Shares issued pursuant to
the Plan which have not been  registered  under the Securities Act of 1933 shall
bear a legend to the following effect:

               "The shares represented by this certificate have not been
           registered under  the  Securities  Act of 1933 and any state
           securities laws,  and  may  not  be  assigned,  transferred,
           pledged or  otherwise disposed of without registration except
           upon presentation of evidence satisfactory  to  the  Company
           that an exemption from  registration  is available."


                                       4

<PAGE>



     The Company shall not be required to transfer or deliver any certificate or
certificates  for Shares  purchased  upon any  exercise of an option:  (i) until
after compliance with all then applicable requirements of law; and (ii) prior to
admission of such Shares to listing on any stock exchange on which the Company's
outstanding Shares may then be listed. In no event shall the Company be required
to issue fractional Shares to an optionee.

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

     17.  Issuance of Shares.  No Shares will be issued  until full  payment for
such  Shares has been made.  An optionee  shall have no rights as a  shareholder
with  respect  to  optioned  Shares  until the date the  option  shall have been
properly exercised and all conditions to the exercise of the option and purchase
of Shares shall have been complied with in all respects to the  satisfaction  of
the  Company.   No  adjustment   shall  be  made  for  dividends   (ordinary  or
extraordinary,  whether in cash,  securities or other property) or distributions
or other  rights for which the record  date is prior to the date such  option is
exercised, except as otherwise provided herein.

     18. Amendments and Termination.  The Board may amend, suspend,  discontinue
or terminate the Plan, but no such action may, without the consent of the holder
of   any   option   granted   hereunder,    alter   or   impair   such   option.

     19.  Period of Plan.  The Plan has been adopted by the Board of the Company
on June 14,  1999,  subject to approval of the Plan by the  stockholders  of the
Company within 12 months of the date the Plan was adopted.  The  stockholders of
the  Company  approved  the  Plan  on,  and the  effective  date of the Plan is,
____________.  No option shall be granted on or after the tenth  anniversary  of
the date of adoption of the Plan by the Board of the Company.



                                       5



<PAGE>



                                                                       EXHIBIT A


                        INCENTIVE STOCK OPTION AGREEMENT
                                    under the
                            SALES ON LINE DIRECT INC.
                             1999 STOCK OPTION PLAN

     THIS  AGREEMENT is made this  ____________________,  199__,  by and between
SALES  ON  LINE  DIRECT  INC.  a  Delaware  corporation  (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  an
opportunity  to purchase its shares of common  stock,  par value $.001 per share
("Shares"),  pursuant to the terms and  conditions of the  Company's  1999 Stock
Option  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 the Optionee an option to
purchase  from the  Company  ________________  Shares  ("Option  Shares") at the
exercise  price per Share set forth  below.  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:

<TABLE>
<CAPTION>

                                                                           Exercise
         Exercise Date                     No. of Shares                Price Per Share
         -------------                     -------------                ---------------
<S>                                        <C>                          <C>
First Anniversary of Grant Date             ___________                  __________
Second Anniversary of Grant Date            ___________                  __________
Third Anniversary of Grant Date             ___________                  __________
Fourth Anniversary of Grant Date            ___________                  __________
Fifth Anniversary of Grant Date             ___________                  __________
</TABLE>

in each case,  together  with the number of Option Shares which the Optionee was
theretofore  entitled to purchase.  Appropriate  adjustment shall be made to the
number of Shares  available  for the grant of  options  and the number of Shares
which are subject to outstanding  options  granted under the Plan to give effect
to  any  stock  splits,  stock  dividends,  or  other  relevant  changes  in the
capitalization  of the Company  occurring  after the adoption of the Plan by the
Board.  The  decision  of the  Board as to the  amount  and  timing  of any such
adjustment shall be conclusive.

     3. Accelerated Exercise. In the event of an Extraordinary Event (as defined
in the Plan)  involving  the  Company,  then  regardless  of whether  any option
granted pursuant to the Plan has vested or become fully exercisable,  all Option
Shares granted hereunder shall immediately vest and become fully exercisable for

<PAGE>


the full  number of Shares  subject to such option on and at all times after the
"Event Date" (as defined in the Plan) of the Extraordinary  Event, in accordance
with the terms and conditions described in the Plan.

     4.  Exercise  Periods.  In the event of  termination  of  employment of the
Optionee for cause,  all  unexercised  options  shall  immediately  lapse and be
forfeited.  In the event of the death or disability  of the Optionee,  or in the
event of  termination of his or her  employment  other than for cause,  the Plan
permits certain extended exercise periods.

     5. Method of  Exercise.  In order to  exercise  the Option  Shares  granted
hereunder, the Optionee must give written notice to the 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.

     6. 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 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.

     7.  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.  This option is exercisable only by the Optionee
during his or her lifetime,  and only in the manner set forth  herein.  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.

     8.  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  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
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:_____________________

Secretary
SALES ON LINE DIRECT INC.

To the Secretary:

                  I hereby exercise my option to purchase  ______________ shares
of common stock, par value $.001 per share  ("Shares"),  of SALES ON LINE DIRECT
INC. (the  "Company")  in  accordance  with the terms set forth in the Incentive
Stock Option Agreement under the 1999 Stock Option Plan.

                  In full payment for 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 $___________.

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

                                Very truly yours,


                                -----------------------------------

                                -----------------------------------
                                                   Print Name










<PAGE>



                                                                       EXHIBIT B


                    AGREEMENT FOR NON-QUALIFIED STOCK OPTION
                                    under the
                            SALES ON LINE DIRECT INC.
                             1999 STOCK OPTION PLAN

         THIS AGREEMENT is made this ____________________, 199__, by and between
SALES  ON  LINE  DIRECT  INC.,  a  Delaware  corporation  (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 an
opportunity  to purchase its shares of common  stock,  par value $.001 per share
("Shares"),  pursuant to the terms and  conditions of the  Company's  1999 Stock
Option  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 the Optionee an option to
purchase  from the  Company  ________________  Shares  ("Option  Shares") at the
exercise  price per Share set forth  below.  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:
<TABLE>
<CAPTION>

                                                                          Exercise
         Exercise Date                       No. of Shares             Price Per Share
         -------------                       -------------             ---------------
<S>      <C>                                 <C>                       <C>
First Anniversary of Grant Date              ___________               __________
Second Anniversary of Grant Date             ___________               __________
Third Anniversary of Grant Date              ___________               __________
Fourth Anniversary of Grant Date             ___________               __________
Fifth Anniversary of Grant Date              ___________               __________
</TABLE>


in each case,  together  with the number of Option Shares which the Optionee was
theretofore  entitled to purchase.  Appropriate  adjustment shall be made to the
number of Shares  available  for the grant of  options  and the number of Shares
which are subject to outstanding  options  granted under the Plan to give effect
to  any  stock  splits,  stock  dividends,  or  other  relevant  changes  in the
capitalization  of the Company  occurring  after the adoption of the Plan by the
Board.  The  decision  of the  Board as to the  amount  and  timing  of any such
adjustment shall be conclusive.



<PAGE>





     3. Accelerated Exercise. In the event of an Extraordinary Event (as defined
in the Plan)  involving  the  Company,  then  regardless  of whether  any option
granted pursuant to the Plan has vested or become fully exercisable,  all Option
Shares granted hereunder shall immediately vest and become fully exercisable for
the full  number of Shares  subject to any such option on and at all times after
the  "Event  Date" (as  defined  in the  Plan) of the  Extraordinary  Event,  in
accordance   with   the   terms   and   conditions   described   in  the   Plan.

     4.  Exercise  Periods.  In the event of  termination  of  employment of the
Optionee for cause,  all  unexercised  options  shall  immediately  lapse and be
forfeited.  In the event of the death or disability  of the Optionee,  or in the
event of  termination of his or her  employment  other than for cause,  the Plan
permits certain extended exercise periods.

     5. Method of  Exercise.  In order to  exercise  the Option  Shares  granted
hereunder, the Optionee must give written notice to the 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.

     6. Manner of Payment.  An Optionee  may pay the  exercise  price for 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 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.

     7.  Limitation  upon Transfer.  The Option Shares 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.  This option is exercisable only by the Optionee
during his or her lifetime,  and only in the manner set forth  herein.  Upon any
attempt to transfer  any Option  Share,  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.

     8. 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:_____________________

Secretary
SALES ON LINE DIRECT INC.

To the Secretary:

     I hereby  exercise  my option to purchase  ______________  shares of common
stock, par value $.001 per share  ("Shares"),  of SALES ON LINE DIRECT INC. (the
"Company")  in  accordance  with  the  terms  set  forth  in the  Agreement  for
Non-Qualified Stock Option under the 1999 Stock Option Plan.

     In full payment for 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 $___________.

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

                                Very truly yours,


                                -----------------------------------

                                -----------------------------------
                                                   Print Name


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