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                             COMPUTER CONCEPTS CORP.
                         1998 STOCK / STOCK OPTION PLAN


1.  Purpose; Effectiveness of the Plan.

              A. The purpose of this Plan is to advance the interests of the
Company and its stockholders by helping the Company obtain and retain the
services of employees and consultants, upon whose judgment, initiative and
efforts the Company is substantially dependent, and to enable the Company to
provide compensation in the form of securities when deemed appropriate, and to
provide those persons with further incentives to advance the interests of the
Company.

              B. This Plan will become effective on the date of its adoption by
the Board. This Plan will remain in effect until it is terminated by the Board
or the Committee (as defined hereafter) under section 9 hereof. This Plan will
be governed by, and construed in accordance with, the laws of the State of
Delaware.

2.  Certain Definitions.

                           Unless the context otherwise requires, the following
defined terms (together with other capitalized terms defined elsewhere in this
Plan) will govern the construction of this Plan, and of any stock option
agreements entered into pursuant to this Plan:

              A. "10% Stockholder" means a person who owns, either directly or
indirectly by virtue of the ownership attribution provisions set forth in
Section 424(d) of the Code at the time he or she is granted an Option, stock
possessing more than ten percent (10%) of the total combined voting power or
value of all classes of stock of the Company and/or of its subsidiaries;

              B. "1933 Act" means the federal Securities Act of 1933, as
amended;

              C. "Board" means the Board of Directors of the Company;

              D. "called for under an Option," or words to similar effect, means
issuable pursuant to the exercise of an Option;

              E. "Code" means the Internal Revenue Code of 1986, as amended
(references herein to Sections of the Code are intended to refer to Sections of
the Code as enacted at the time of this Plan's adoption by the Board and as
subsequently amended, or to any substantially similar successor provisions of
the Code resulting from recodification, renumbering or otherwise);

              F. "Committee" means a committee of two or more Disinterested
Directors, appointed by the Board, to administer and interpret this Plan;
provided that the term "Committee" will refer to the Board during such times as
no Committee is appointed or qualified by the Board; the Board may always act in
lieu of the Committee;

              G. "Company" means Computer Concepts Corp., a Delaware
corporation;

              H. "Disability" has the same meaning as "permanent and total
disability," as defined in Section 22(e)(3) of the Code;

              I. "Disinterested Director" means a member of the Board who is not
during the period of one year prior to his or her service as an administrator of
the Plan, or during the period of such service, granted or awarded Stock,
options to acquire Stock, or similar equity securities of the Company under this
Plan or any similar plan of the Company;

              J. "Eligible Participants" means persons who, at a particular
time, are employees or consultants of the Company or its subsidiaries;

              K. "Fair Market Value" means, with respect to the Stock, the
market price per share of such Stock determined by the Committee, consistent
with the requirements of Section 422 of the Code and to the extent consistent
therewith, as follows:

                           i. If the Stock was traded on a stock exchange on the
              date in question, then the Fair Market Value will be equal to the
              closing price reported by the applicable composite-transactions
              report for such date;
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                           ii. If the Stock was traded over-the-counter on the
              date in question and was classified as a national market issue,
              then the Fair Market Value will be equal to the last-transaction
              price quoted by the NASDAQ system for such date;

                           iii. If the Stock was traded over-the-counter on the
              date in question but was not classified as a national market
              issue, then the Fair Market Value will be equal to the average of
              the last reported representative bid and asked prices quoted by
              the NASDAQ system for such date; and

                           iv. If none of the foregoing provisions is
              applicable, then the Fair Market Value will be determined by the
              Committee in good faith on such basis as it deems appropriate.

              L. "ISO" has the same meaning as "incentive stock option," as
defined in Section 422 of the Code;

              M. "Just Cause Termination" means a termination by the Company of
an Optionee's employment by and/or service to the Company (or if the Optionee is
a director, removal of the Optionee from the Board by action of the stockholders
or, if permitted by applicable law and the by-laws of the Company, the other
directors), in connection with the good faith determination of the Company's
board of directors (or of the Company's stockholders if the Optionee is a
director and the removal of the Optionee from the Board is by action of the
stockholders, but in either case excluding the vote of the Optionee if he or she
is a director or a stockholder) that the Optionee has engaged in any acts
involving dishonesty or moral turpitude or in any acts that materially and
adversely affect the business, affairs or reputation of the Company or its
subsidiaries, or as defined in any applicable employment agreement;

              N. "NSO" means any option granted under this Plan whether
designated by the Committee as a "non-qualified stock option," a "non-statutory
stock option" or otherwise;

              O. "Option" means an option granted pursuant to this Plan
entitling the option holder to acquire shares of Stock issued by the Company
pursuant to the valid exercise of the option;

              P. "Option Agreement" means an agreement between the Company and
an Optionee, in form and substance satisfactory to the Committee in its sole
discretion, which may consist solely of an option certificate, consistent with
this Plan;

              Q. "Option Price" with respect to any particular Option means the
exercise price at which the Optionee may acquire each share of the Option Stock
called for under such Option;

              R. "Option Stock" means Stock issued or issuable by the Company
pursuant to the valid exercise of an Option;

              S. "Optionee" or "Grantee" means an Eligible Participant to whom
Stock and/or Options are granted hereunder, and any transferee thereof pursuant
to a Transfer authorized under this Plan;

              T. "Plan" means this 1998 Stock Option Plan of the Company;

              U. "QDRO" has the same meaning as "qualified domestic relations
order" as defined in Section 414(p) of the Code;

              V. "Stock" means shares of the Company's Common Stock, $.0001 par
value;

              W. "Stock Award" means any and all awards or grants of Stock
henceforth made by the Company, unless otherwise specified, to employees or
consultants by the Board or Committee in regard to services rendered to the
Company;

              X. "Transfer," with respect to Option Stock, includes, without
limitation, a voluntary or involuntary sale, assignment, transfer, conveyance,
pledge, hypothecation, encumbrance, disposal, loan, gift, attachment or levy of
such Option Stock, including without limitation an assignment for the benefit of
creditors of the Optionee, a transfer by operation of law, such as a transfer by
will or under the laws of descent and distribution, an execution of judgment
against the Option Stock or the acquisition of record or beneficial ownership
thereof by a lender or creditor, a transfer pursuant to a QDRO, or to any decree
of divorce, dissolution or separate maintenance, any property settlement, any
separation agreement or any other agreement with a spouse (except for estate
planning purposes) under which a part or all of the shares of Option Stock are
transferred or awarded to the spouse of the Optionee or are required to be sold;
or a transfer resulting from the filing by the Optionee of a petition for
relief, or the filing of an involuntary petition against such Optionee, under
the bankruptcy laws of the United States or of any other nation.
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3.  Eligibility.

              The Company may grant Stock and/or Options under this Plan only to
persons who are Eligible Participants as of the time of such grant. Subject to
the provisions of sections 4(d), 5 and 6 hereof, there is no limitation on the
number or amount of Options or Stock that may be granted to an Eligible
Participant.

4.  Administration.

              A. Committee. The Committee, if appointed by the Board, will
administer this Plan. If the Board, in its discretion, does not appoint such a
Committee, or chooses to act in lieu of the Committee, the Board itself will
administer this Plan and take such other actions as the Committee is authorized
to take hereunder; provided that the Board may take such actions hereunder in
the same manner as the Board may take other actions under the Company's articles
of incorporation and by-laws generally.

              B. Authority and Discretion of Committee. The Committee will have
full and final authority in its discretion, at any time and from time to time,
subject only to the express terms, conditions and other provisions of the
Company's articles of incorporation, by-laws and this Plan, and the specific
limitations on such discretion set forth herein:

                           (i) to select and approve the persons who will be
              granted Stock or Options under this Plan from among the Eligible
              Participants, and to grant to any person so selected one or more
              shares of stock or Options to purchase such number of shares of
              Option Stock on such terms as the Committee may determine;

                           ii. to determine the period or periods of time during
              which Options may be exercised, the Option Price, vesting
              provisions in regard to Stock or Options in the discretion of the
              Committee and the duration of such Options, and other matters to
              be determined by the Committee in connection with specific grants
              and Option Agreements as specified under this Plan;

                           iii. to interpret this Plan, to prescribe, amend and
              rescind rules and regulations relating to this Plan, and to make
              all other determinations necessary or advisable for the operation
              and administration of this Plan; and

                           iv. to delegate all or a portion of its authority
              under subsections (i) and (ii) of this section 4(b) to one or more
              directors of the Company who are executive officers of the
              Company, but only in connection with Options granted to Eligible
              Participants who are not subject to the reporting and liability
              provisions of Section 16 of the Securities Exchange Act of 1934,
              as amended, and the rules and regulations thereunder, and subject
              to such restrictions and limitations (such as the aggregate number
              of shares of Option Stock called for by such Options that may be
              granted) as the Committee may decide to impose on such delegate
              directors.

              C. Limitation on Authority. Notwithstanding the foregoing, or any
other provision of this Plan, the Committee will have no authority to grant
Stock or Options under this Plan to any of its members, however, the Board may
so act, with any subject Board member abstaining from action in regard to
himself.

              D. Option Agreements. Options will be deemed granted hereunder on
the date the grant of Options is approved by the Committee or Board, as the case
may be.

              E. Designation of Options. Except as otherwise provided herein,
the Committee will designate any Option granted hereunder as an NSO, it being
the Company's intent to adopt a separate plan in regard to the granting of ISOs.


5.  Shares Reserved.

              A. Pool. The aggregate number of shares of Option Stock that may
be issued pursuant to the exercise of Options granted under this Plan and all
other compensation plans adopted by the Company, i) in regard to Option Stock
issued with an exercise price less than Fair Market Value on the date of
granting the Option Stock, the aggregate number granted will not exceed five
percent (5%) (to be measured for all plans on a calendar year basis, but
separate and in addition to the Option Stock issued pursuant to item "ii,"
below) of the outstanding common stock of the Company on the date of granting
the Option Stock; and ii) in regard to Option Stock issued with an exercise
price equal to or greater than Fair Market Value on the date of granting the
Option Stock, the aggregate number granted will not exceed fifteen percent (15%)
(to be measured for all plans on a calendar year basis) of the outstanding
common stock of the Company on the date of granting the Option Stock (separately
or collectively referred to as the "Option Pool," as the case may be), provided
that such number will be increased from time to time by the number of shares of
Option Stock available to be issued in any prior
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calendar year which are not granted during that year and/or that the Company
subsequently may reacquire through repurchase or otherwise. These terms shall
not act to limit the number of shares of Stock which may be awarded from time to
time independent of Option grants. Shares of Option Stock that would have been
issuable pursuant to Options, but that are no longer issuable because all or
part of those Options have terminated or expired, will be deemed not to have
been issued for purposes of computing the number of shares of Option Stock
remaining in the Option Pool and available for issuance. In addition, stock
awards shall not exceed 2,432,300.

              B. Adjustments Upon Changes in Stock. In the event of any change
in the outstanding Stock of the Company as a result of a stock split, reverse
stock split, stock dividend, recapitalization, combination or reclassification,
appropriate proportionate adjustments will be made in: (i) the aggregate number
of shares of Option Stock in the Option Pool that may be issued pursuant to the
exercise of Options granted hereunder; (ii) the Option Price and the number of
shares of Option Stock called for in each outstanding Option granted hereunder;
and (iii) other rights and matters determined on a per share basis under this
Plan or any Option Agreement hereunder. Any such adjustments will be made only
by the Board, and when so made will be effective, conclusive and binding for all
purposes with respect to this Plan and all Options then outstanding. No such
adjustments will be required by reason of the issuance or sale by the Company
for cash or other consideration of additional shares of its Stock or securities
convertible into or exchangeable for shares of its Stock.

6. Terms of Stock Option Agreements.

                           Each Option granted pursuant to this Plan will be
evidenced by an agreement (an "Option Agreement") between the Company and the
person to whom such Option is granted, in form and substance satisfactory to the
Committee in its sole discretion, consistent with this Plan. Without limiting
the foregoing, each Option Agreement (unless otherwise stated therein) will be
deemed to include the following terms and conditions:

              A. Covenants of Optionee. At the discretion of the Committee, the
person to whom an Option is granted hereunder, as a condition to the granting of
the Option, may be deemed to accept and agree to all conditions and terms which
the Options may be made subject to. Upon request, such Optionee shall deliver to
the Company a confidential information agreement approved by the Committee, an
investor representations and subscriptions letter and a questionnaire, in form
acceptable to the Committee. Nothing contained in this Plan, any Option
Agreement or in any other agreement executed in connection with the granting of
an Option under this Plan will confer upon any Optionee any right with respect
to the continuation of his or her status as an employee of, consultant or
independent contractor to, or director of, the Company or its subsidiaries.

              B. Vesting Periods. Except as otherwise provided herein, each
Stock Award or Option Agreement may specify the period or periods of time within
which each Option or portion thereof will first become vested or exercisable
(the "Vesting Period") with respect to the total number of shares of Option
Stock called for thereunder (the "Total Award Option Stock"). Such Vesting
Periods will be fixed by the Committee in its discretion in regard to each
Option Agreement, and may be accelerated or shortened by the Committee in its
discretion.

              C. Exercise of the Option.

                           i. Mechanics and Notice. An Option may be exercised
              to the extent exercisable (1) by giving written notice of exercise
              to the Company, specifying the number of full shares of Option
              Stock to be purchased and accompanied by full payment of the
              Option Price thereof and the amount of withholding taxes pursuant
              to subsection 6(c)(ii) below; and (2) by giving assurances
              satisfactory to the Company that the shares of Option Stock to be
              purchased upon such exercise are being purchased for investment
              and not with a view to resale in connection with any distribution
              of such shares in violation of the 1933 Act; provided, however,
              that in the event the Option Stock called for under the Option is
              registered under the 1933 Act, or in the event resale of such
              Option Stock without such registration would otherwise be
              permissible, this second condition will be inoperative if, in the
              opinion of counsel for the Company, such condition is not required
              under the 1933 Act, or any other applicable law, regulation or
              rule of any governmental agency.

                           ii. Withholding Taxes. As a condition to the issuance
              of the shares of Option Stock upon full or partial exercise of an
              NSO granted under this Plan, upon request the Optionee will pay to
              the Company in cash, or in such other form as the Committee may
              determine in its discretion, the amount of the Company's tax
              withholding liability required in connection with such exercise.
              For purposes of this subsection 6(c)(ii), "tax withholding
              liability" will mean all federal and state income taxes, social
              security tax, and any other taxes applicable to the compensation
              income arising from the transaction required by applicable law to
              be withheld by the Company.

              D. Payment of Option Price. Each Option Agreement will specify the
              Option Price with respect to the exercise
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of Option Stock thereunder, to be fixed by the Committee in its discretion. The
Option Price will be payable to the Company in United States dollars in cash or
by check or, such other legal consideration or methods of payment as may be
approved by the Committee, in its discretion, including, but not limited to the
following:

                           i. The Committee, in its discretion, may permit a
              particular Optionee to pay all or a portion of the Option Price,
              and/or the tax withholding liability set forth in subsection
              6(c)(ii) above, with respect to the exercise of an Option either
              by surrendering shares of Stock already owned by such Optionee or
              by withholding shares of Option Stock, provided that the Committee
              determines that the fair market value of such surrendered Stock or
              withheld Option Stock is equal to the corresponding portion of
              such Option Price and/or tax withholding liability, as the case
              may be, to be paid for therewith. ]

                           ii. If the Committee permits an Optionee to pay any
              portion of the Option Price and/or tax withholding liability with
              shares of Stock with respect to the exercise of an Option (the
              "Underlying Option") as provided in subsection 6(d)(i) above, then
              the Committee, may, but is not obligated to, in its discretion,
              grant to such Optionee (but only if Optionee remains an Eligible
              Participant at that time) additional NSOs, the number of shares of
              Option Stock called for thereunder to be equal to all or a portion
              of the Stock so surrendered or withheld (a "Replacement Option").
              Each Replacement Option will be evidenced by an Option Agreement.
              Unless otherwise set forth therein, each Replacement Option will
              be immediately exercisable upon such grant (without any Vesting
              Period) and will be coterminous with the Underlying Option. The
              Committee, in its sole discretion, may establish such other terms
              and conditions for Replacement Options as it deems appropriate.

              E. Termination of the Option. Except as otherwise provided herein,
each Option Agreement will specify the period of time, to be fixed by the
Committee in its discretion, during which the Option granted therein will be
exercisable (the "Option Period"). To the extent not previously exercised, each
Option will terminate upon the expiration of the Option Period specified in the
Option Agreement; provided, however, that each such Option will terminate, if
earlier: (i) ninety days after the date that the Optionee ceases to be an
Eligible Participant for any reason, other than by reason of death or disability
or a Just Cause Termination; (ii) twelve months after the date that the Optionee
ceases to be an Eligible Participant by reason of such person's death or
disability; or (iii) immediately as of the date that the Optionee ceases to be
an Eligible Participant by reason of a Just Cause Termination. In the event of a
sale or all or substantially all of the assets of the Company, or a merger or
consolidation or other reorganization in which the Company is not the surviving
corporation, or in which the Company becomes a subsidiary of another corporation
(any of the foregoing events, a "Corporate Transaction"), then notwithstanding
anything else herein, the successor corporation must agree to assume the
outstanding Options or substitute therefor comparable options of such successor
corporation or a parent or subsidiary of such successor corporation, or the
right to exercise all then outstanding Options will vest immediately prior to
such Corporate Transaction.

              F. Options Nontransferable. Unless otherwise expressly provided,
no Option will be transferable by the Optionee otherwise than by will or the
laws of descent and distribution, or pursuant to a QDRO. During the lifetime of
the Optionee, the Option will be exercisable only by him or her, or the
transferee of an NSO if it was transferred pursuant to a QDRO.

              G. Qualification of Stock. The right to exercise an Option will be
further subject to the requirement that if at any time the Board determines, in
its discretion, that the listing, registration or qualification of the shares of
Option Stock called for thereunder upon any securities exchange or under any
state or federal law, or the consent or approval of any governmental regulatory
authority, is necessary or desirable as a condition of or in connection with the
granting of such Option or the purchase of shares of Option Stock thereunder,
the Option may not be exercised, in whole or in part, unless and until such
listing, registration, qualification, consent or approval is effected or
obtained free of any conditions not acceptable to the Board, in its discretion.

              H. Additional Restrictions on Transfer. By accepting Stock,
Options and/or Option Stock under this Plan, the Optionee will be deemed to
represent, warrant and agree as follows:

                           i. Securities Act of 1933. The Optionee understands
              that the shares of Option Stock have not been registered under the
              1933 Act, and that such shares are not freely tradeable and must
              be held indefinitely unless such shares are either registered
              under the 1933 Act or an exemption from such registration is
              available. The Optionee understands that the Company is under no
              obligation to register the shares of Option Stock.

                           ii. Other Applicable Laws. The Optionee further
              understands that Transfer of the Option Stock requires full
              compliance with the provisions of all applicable laws.

                           iii. Investment Intent. Unless a registration
              statement is in effect with respect to the sale of Stock or Option
              Stock obtained through exercise of Options granted hereunder: (1)
              The Stock grantee acquires, or
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              upon exercise of any Option, the Optionee will purchase the Option
              Stock for his or her own account and not with a view to
              distribution within the meaning of the 1933 Act, other than as may
              be effected in compliance with the 1933 Act and the rules and
              regulations promulgated thereunder; (2) no one else will have any
              beneficial interest in the Stock or Option Stock; and (3) he or
              she has no present intention of disposing of the Stock or Option
              Stock at any particular time.

              I. Compliance with Law. Notwithstanding any other provision of
this Plan, Stock or Options may be granted pursuant to this Plan, and Option
Stock may be issued pursuant to the exercise thereof by an Optionee, only after
there has been compliance with all applicable federal and state securities laws
which may require providing of representations and questionnaires by Optionee,
and all of the same will be subject to this overriding condition. The Company
will not be required to register or qualify Option Stock with the Securities and
Exchange Commission or any State agency, except that the Company will register
with, or as required by local law, file for and secure an exemption from such
registration requirements from, the applicable securities administrator and
other officials of each jurisdiction in which an Eligible Participant would be
granted an Option hereunder prior to such grant.

              J. Stock Certificates. Unless registered, certificates
representing the Stock or Option Stock issued pursuant to the exercise of
Options will bear all legends required by law and necessary to effectuate this
Plan's provisions. The Company may place a "stop transfer" order against shares
of the Option Stock until all restrictions and conditions set forth in this Plan
and in the legends referred to in this section 6(j) have been complied with.

              K. Notices. Any notice to be given to the Company under the terms
of an Option Agreement will be addressed to the Company at its principal
executive office, Attention: Corporate Secretary, or at such other address as
the Company may designate in writing. Any notice to be given to an Optionee will
be addressed to the Optionee at the address provided to the Company by the
Optionee. Any such notice will be deemed to have been duly given if and when
enclosed in a properly sealed envelope, addressed as aforesaid, registered and
deposited, postage and registry fee prepaid, in a post office or branch post
office regularly maintained by the United States Government.

              L. Other Provisions. The Option Agreement may contain such other
terms, provisions and conditions, including such special forfeiture conditions,
rights of repurchase, rights of first refusal and other restrictions on Transfer
of Option Stock issued upon exercise of any Options granted hereunder, not
inconsistent with this Plan, as may be determined by the Committee in its sole
discretion.

7. Proceeds from Sale of Stock.

                           Cash proceeds from the sale of shares of Option Stock
issued from time to time upon the exercise of Options granted pursuant to this
Plan will be added to the general funds of the Company and as such will be used
from time to time for general corporate purposes.

8. Modification, Extension and Renewal of Options.

                           Subject to the terms and conditions and within the
limitations of this Plan, the Committee may modify, extend or renew outstanding
Options granted under this Plan, or accept the surrender of outstanding Options
(to the extent not theretofore exercised) and authorize the granting of Stock or
new Options in substitution therefor (to the extent not theretofore exercised).
Notwithstanding the foregoing, however, no modification of any Option will,
without the consent of the holder of the Option, negatively alter or impair any
rights or obligations under any Option theretofore granted under this Plan.

9.  Amendment and Discontinuance.

                           The Board may amend, suspend or discontinue this Plan
at any time or from time to time; provided further that no such action may
negatively alter or impair any Option previously granted under this Plan without
the consent of the holder of such Option.

10. Plan Compliance with Rule 16b-3.

                           With respect to persons subject to Section 16 of the
Securities Exchange Act of 1934, this plan has not been approved by the
shareholders of the Company which is one of the requirements for qualification
for exemption from liability under Section 16. By acceptance of Options,
Optionees acknowledge and agree with the following provisions:

                           A. Rule 16b-3 Compliance. If the Optionee is subject
to Rule 16b-3 compliance, the Optionee
<PAGE>   7
will not sell Option Stock until at least six months after issuance of the
Option Stock to the Optionee.

                           B. No Section 16 Exemption. As certain requirements
for qualification for exemption from Section 16 liability have not been met,
until such time as being advised in writing by the Company that the Plan
qualifies for the exemption, Optionees are subject to Section 16 liability on
exercise of the Options and should carefully review the timing of transactions
involving the Option Stock to avoid liability under Section 16 (the
"short-swing profit" rules; profits from any transaction within a six month
period are deemed to be based on insider information and all profits must be
paid to the Company). The exercise of the Option may be deemed a purchase,
thereby requiring a six month wait prior to a transfer or sale of the Option
Stock after the exercise of the Option. Although the exercise of options is
normally a taxable event, if the shares received may not be sold without
incurring Rule 16b liability, the taxable event is deemed not to occur until the
six month period has expired; therefore, the timing of an exercise should be
carefully considered well in advance of the time the Optionee may desire to sell
Option Stock.


11. Copies of Plan.

                           A copy of this Plan will be delivered to each
Optionee at or before the time he or she executes an Option Agreement.

                                      * * *

(Date Plan Adopted by Board of Directors: February 19, 1998)