PARAMARK ENTERPRISES, INC.

                   1996 AMENDED AND RESTATED STOCK OPTION PLAN

     1.   Purpose of Plan

     The  purpose of this 1996  Amended  and  Restated  Stock  Option  Plan (the
"Plan") is to provide additional incentive to officers, key employees, directors
of,  and  important  consultants  to,  Paramark  Enterprises,  Inc.,  a Delaware
corporation  (the  "Company"),  and each present or future  parent or subsidiary
corporation,  by  encouraging  them to invest in shares of the Company's  common
stock, no par value ("Common Stock"), and thereby acquire a proprietary interest
in the Company and an increased  personal  interest in the  Company's  continued
success and progress.

     2.   Aggregate Number of Shares

     1,000,000  shares of the  Company's  Common  Stock  shall be the  aggregate
number  of shares  which may be issued  under  this  Plan.  Notwithstanding  the
foregoing,  in the event of any change in the  outstanding  shares of the Common
Stock of the Company by reason of a stock dividend,  stock split, combination of
shares,   recapitalization,   merger,   consolidation,   transfer   of   assets,
reorganization,  conversion  or what the  Committee  (defined in Section  4(a)),
deems in its sole discretion to be similar  circumstances,  the aggregate number
and kind of shares  which may be issued  under this Plan shall be  appropriately
adjusted  in a  manner  determined  in the  sole  discretion  of the  Committee.
Reacquired shares of the Company's Common Stock, as well as unissued shares, may
be used for the purpose of this Plan.  Common  Stock of the  Company  subject to
options which have terminated unexercised,  either in whole or in part, shall be
available for future options granted under this Plan.

     3.   Class of Persons Eligible to Receive Options

     All officers, key employees and directors of, and important consultants to,
the Company and any present or future Company  parent or subsidiary  corporation
are eligible to receive an option or options under this Plan, provided, however,
that  Incentive  Stock  Options  (defined in Section 5(a)) may be issued only to
persons who are  employees  of the Company or any  subsidiary  corporation.  The
individuals who shall,  in fact,  receive an option or options shall be selected
by the  Committee,  in its sole  discretion,  except as  otherwise  specified in
Section 4 hereof No individual may receive options under this Plan for more than
90% of the total number of shares of the Company's  Common Stock  authorized for
issuance under this Plan.

     4.   Administration of Plan

          (a)  This  Plan  shall  be  administered   by  the  Option   Committee
("Committee")  appointed by the Company's Board of Directors provided,  however,
that at the option of the Board of Directors,  the Plan may be  administered  by
the Board of Directors of the Corporation at any time and from time to time. The
Committee  shall  consist of a minimum of two members of the Board of Directors,
each of whom shall be a "Non-Employee  Director" within the meaning of Rule 16b-
3(b)(3) under the



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Securities Exchange Act of 1934, as amended,  or any future  corresponding rule,
except that the failure of the  Committee or of the Board of  Directors  for any
reason to be  composed  solely of  Non-Employee  Directors  shall not prevent an
option from being  considered  granted under this Plan. The Committee  shall, in
addition  to its other  authority  and subject to the  provisions  of this Plan,
determine  which  individuals  shall in fact be  granted  an option or  options,
whether the option shall be an Incentive Stock Option or a  Non-Qualified  Stock
Option (as such terms are defined in Section  5(a)),  the number of shares to be
subject to each of the options,  the time or times at which the options shall be
granted,  the rate of option  exercisability,  and, subject to Section 5 hereof,
the price at which each of the options is  exercisable  and the  duration of the
option.  The term  "Committee",  as used in this  Plan and the  options  granted
hereunder,  refers to the Committee or to the Board of  Directors,  if the Board
elects to administer the Plan as provided above.

          (b) The  Committee  shall  adopt  such  rules for the  conduct  of its
business and administration of this Plan as it considers  desirable.  A majority
of the members of the Committee shall constitute a quorum for all purposes.  The
vote or written  consent  of a majority  of the  members of the  Committee  on a
particular matter shall constitute the act of the Committee on such matter.  The
Committee  shall  have the night to  construe  the Plan and the  options  issued
pursuant  to  it,  to  correct   defects   and   omissions   and  to   reconcile
inconsistencies  to the extent  necessary to effectuate the Plan and the options
issued  pursuant to it, and such action shall be final,  binding and  conclusive
upon all parties concerned. No member of the Committee or the Board of Directors
shall be liable for any act or  omission  (whether  or not  negligent)  taken or
omitted in good faith, or for the exercise of an authority or discretion granted
in connection with the Plan to a Committee or the Board of Directors, or for the
acts or omissions of any other members of a Committee or the Board of Directors.
Subject  to the  numerical  limitations  on  Committee  membership  set forth in
Section 4(a) hereof,  the Board of Directors may at any time appoint  additional
members of the  Committee and may at any time remove any member of the Committee
with or without cause. Vacancies in the Committee, however caused, may be filled
by the Board of Directors.

     5.   Incentive Stock Options and Non-Qualified Stock Options

          (a) Options issued pursuant to this Plan may be either Incentive Stock
Options granted pursuant to Section 5(b) hereof or  Non-Qualified  Stock Options
granted  pursuant to Section 5(c) hereof,  as  determined by the  Committee.  An
"Incentive Stock Option" is an option which satisfies all of the requirements of
Section 422(b) of the Internal Revenue Code of 1986, as amended (the "Code") and
the  regulations  thereunder,  and a  "Non-Qualified  Stock Option" is an option
which  either  does not satisfy  all of those  requirements  or the terms of the
option  provide that it will not be treated as an Incentive  Stock  Option.  The
Committee  may grant both an Incentive  Stock Option and a  Non-Qualified  Stock
Option to the same  person,  or more than one of each type of option to the same
person.

          The option price for Incentive  Stock  Options  issued under this Plan
shall be equal at least to the fair  market  value  (as  defined  below)  of the
Company's  Common  Stock  on the  date of the  grant  of the  option,  provided,
however, that if an Incentive Stock Option is granted to an

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individual who, at the time the option is granted, is deemed to own more than 10
percent  of the  total  combined  voting  power of all  classes  of stock of the
Company or any subsidiary  corporation of the Company as more fully set forth in
Section 422(b)(6) of the Code (after giving effect to the ownership  attribution
rules of 422(c)(5) of the Code) (a "10% Shareholder"),  such option shall comply
with  the  provisions  of  Section  422(c)(5)  of the  Code,  including  without
limitation,  requirements  that the  option  price  shall  not be less  than 110
percent of the fair market  value,  as determined by the Committee in accordance
with its  interpretation  of the requirements of Section 422 of the Code and the
regulations  thereunder,  of the Company's  Common Stock on the date of grant of
the option,  and such option shall not be  exercisable  after the  expiration of
five years from the date the option is granted.

          The option price for  Non-Qualified  Stock  Options  issued under this

Plan may, in the sole discretion of the Committee,  be less than the fair market
value of the Common Stock on the date of the grant of the option.

          The fair market value of the Company's  Common Stock on any particular
date shall mean the last reported sale price of a share of the Company's  Common
Stock on any stock  exchange  on which such stock is then  listed or admitted to
trading,  or on the Nasdaq National Market or Nasdaq  SmallCap  Market,  on such
date,  or if no sale took place on such day,  the last such date on which a sale
took place,  or if the Common  Stock is not then  quoted on the Nasdaq  National
Market or the Nasdaq  SmallCap  Market,  or listed or admitted to trading on any
stock exchange,  the average of the bid and asked prices in the over-the-counter
market on such date,  or if none of the  foregoing,  a price  determined in good
faith by the  Committee  to equal the fair market  value per share of the Common
Stock.

          (b) Subject to the  authority  of the  Committee  set forth in Section
4(a)  hereof,  Incentive  Stock  Options  issued to officers  and key  employees
pursuant  to this Plan  shall be issued  substantially  in the form set forth in
Appendix I hereof,  which form is hereby  incorporated  by reference  and made a
part hereof, and shall contain  substantially the terms and conditions set forth
therein.  Incentive Stock Options shall not be exercisable  after the expiration
of ten years  (five  years in the case of 10%  Shareholders)  from the date such
options are granted, unless terminated earlier under the terms of the option. At
the time of the grant of an Incentive Stock Option hereunder, the Committee may,
in its  discretion,  amend or  supplement  any of the option terms  contained in
Appendix I for any particular  optionee,  provided that the option as amended or
supplemented  satisfies the  requirements  of Section 422(b) of the Code and the
regulations  thereunder.  Each of the options  granted  pursuant to this Section
5(b) is intended, if possible, to be an "Incentive Stock Option" as that term is
defined in Section  422(b) of the Code and the  regulations  thereunder.  In the
event this Plan or any option  granted  pursuant to this  Section 5(b) is in any
way  inconsistent  with the  applicable  legal  requirements  of the Code or the
regulations  thereunder for an Incentive Stock Option, this Plan and such option
shall be deemed  automatically  amended as of the date hereof to conform to such
legal requirements, if such conformity may be achieved by amendment.

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          (c) Subject to the  authority  of the  Committee  set forth in Section
4(a)  hereof,  Non-Qualified  Stock  Options  issued to  officers  and other key
employees  pursuant to this Plan shall be issued  substantially  in the form set
forth in Appendix II hereof,  which form is hereby incorporated by reference and
made a part hereof, and shall contain substantially the terms and conditions set
forth  therein.  Subject to the  authority of the Committee set forth in Section
4(a) hereof,  Non-Qualified  Stock  Options  issued to directors  and  important
consultants  pursuant to this Plan shall be issued substantially in the form set
forth in Appendix III hereof, which form is hereby incorporated by reference and
made a part hereof, and shall contain substantially the terms and conditions set
forth therein. Non-Qualified Stock Options shall expire ten years after the date
they are granted,  unless terminated earlier under the option terms. At the time
of granting a Non-Qualified  Stock Option  hereunder,  the Committee may, in its
discretion, amend or supplement any of the option terms contained in Appendix II
or Appendix III for any particular optionee.

          (d)  Neither  the  Company  nor any of its  current or future  parent,
subsidiaries or affiliates, nor their officers, directors,  shareholders,  stock
option plan  committees,  employees  or agents  shall have any  liability to any
optionee in the event (i) an option granted pursuant to Section 5(b) hereof does
not  qualify  as an  "Incentive  Stock  Option"  as that term is used in Section
422(b) of the Code and the  regulations  thereunder;  (ii) any optionee does not
obtain the tax treatment  pertaining to an Incentive Stock Option;  or (iii) any
option granted pursuant to Section 5(c) hereof is an "Incentive Stock Option."

     6. Amendment, Supplement, Suspension and Termination

     Options shall not be granted  pursuant to this Plan after the expiration of
ten years  from the date the Plan is adopted  by the Board of  Directors  of the
Company. The Board of Directors reserves the right at any time, and from time to
time, to amend or supplement this Plan and outstanding options granted under the
Plan in any way, or to suspend or terminate the Plan, effective as of such date,
which date may be either  before or after the taking of such  action,  as may be
specified by the Board of Directors;  provided,  however, that such action shall
not  adversely  affect  holders of options  granted  under the Plan prior to the
actual date on which such action occurred. If an amendment or supplement of this
Plan is required by the Code or the regulations thereunder to be approved by the
shareholders of the Company in order to permit the granting of "Incentive  Stock
Options" (as that term is defined in Section 422(b) of the Code and  regulations
thereunder)  pursuant to the amended or  supplemented  Plan,  such  amendment or
supplement  shall also be  approved by the  shareholders  of the Company in such
manner as is prescribed by the Code and the regulations thereunder. If the Board
of Directors voluntarily submits a proposed amendment, supplement, suspension or
termination for  shareholder  approval,  such  submission  shall not require any
future  amendments,  supplements,  suspensions or  terminations  (whether or not
relating to the same provision or subject matter) to be similarly  submitted for
shareholder approval.

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     7.   Effectiveness of Plan

     This  Plan  shall  become  effective  on the  date of its  adoption  by the
Company's Board of Directors,  subject however to approval by the holders of the
Company's  Common  Stock  in the  manner  as  prescribed  in the  Code  and  the
regulations  thereunder.  Options  may be  granted  under  this  Plan  prior  to
obtaining shareholder  approval,  provided such options shall not be exercisable
until shareholder approval is obtained.

     8.   General Conditions

          (a) Nothing  contained in this Plan or any option granted  pursuant to
this Plan shall  confer upon any employee the right to continue in the employ of
the Company or any affiliated or subsidiary  corporation or interfere in any way
with the rights of the Company or any  affiliated or subsidiary  corporation  to
terminate his employment in any way.

          (b) Nothing  contained in this Plan or any option granted  pursuant to
this Plan shall confer upon any director or consultant  the right to continue as
a director of, or  consultant  to, the Company or any  affiliated  or subsidiary
corporation  or  interfere  in any way with the  rights  of the  Company  or any
affiliated or  subsidiary  corporation,  or their  respective  shareholders,  to
terminate the directorship of any such director or the consultancy  relationship
of any such consultant.

          (c) Corporate  action  constituting  an offer of stock for sale to any
person  under the terms of the options to be granted  hereunder  shall be deemed
complete as of the date when the Committee authorizes the grant of the option to
the such  person,  regardless  of when the option is actually  delivered to such
person or acknowledged or agreed to by him.

          (d) The terms "parent  corporation"  and  "subsidiary  corporation" as
used throughout this Plan, and the options granted  pursuant to this Plan, shall
(except as  otherwise  provided  in the option  form) have the  meaning  that is
ascribed  to that  term when  contained  in  Section  422(b) of the Code and the
regulations  thereunder,  and the  Company  shall be  deemed  to be the  grantor
corporation for purposes of applying such meaning.

          (e)  References in this Plan to the Code shall be deemed to also refer
to the corresponding provisions of any future United States revenue law.

          (f) The use of the masculine pronoun shall include the feminine gender
whenever appropriate.

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