IMERGENT INC
EXHIBIT 10.2
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>exhibit10-2.txt
<DESCRIPTION>EXHIBIT 10.2
<TEXT>
                                 IMERGENT, INC.
                           (formerly Netgateway, Inc.)

                              AMENDED AND RESTATED
                  1998 STOCK OPTION PLAN FOR SENIOR EXECUTIVES


1. Purpose; Type of Awards; Construction.

         The  purpose of the  Amended and  Restated  1998 Stock  Option Plan for
Senior  Executives (the "Plan") of Imergent,  Inc., a Delaware  corporation (the
"Company"),  is to attract and retain senior executives  (including officers) of
the Company,  or any  Subsidiary  or Affiliate  which now exists or hereafter is
organized or acquired,  and to furnish additional  incentives to such persons by
encouraging them to acquire a proprietary  interest in the Company.  Pursuant to
Section 6 of the Plan, there may be granted Options,  including "incentive stock
options" and "nonqualified  stock options".  The Plan is intended to satisfy the
requirements of Rule 16b-3  promulgated under Section 16 of the Exchange Act and
shall be interpreted in a manner consistent with the requirements thereof.

2. Definitions.

         For purposes of the Plan,  the following  terms shall be defined as set
forth below:

         (a)  "Administrator"  means the Board or, if and so long as a Committee
has been established and is in existence, the Committee.

         (b)  "Affiliate"  means any  entity if, at the time of  granting  of an
Option,  (i) the Company,  directly,  owns at least 20% of the  combined  voting
power of all  classes of stock of such  entity or at least 20% of the  ownership
interests in such entity or (ii) such entity,  directly or  indirectly,  owns at
least 20% of the combined voting power of all classes of stock of the Company.

         (c) "Beneficiary" means the person, persons, trust or trusts which have
been  designated  by an Optionee in his or her most recent  written  beneficiary
designation  filed with the Company to receive the benefits  specified under the
Plan  upon  his or her  death,  or,  if there is no  designated  Beneficiary  or
surviving  designated  Beneficiary,  then the person,  persons,  trust or trusts
entitled by will or the applicable  laws of descent and  distribution to receive
such benefits.

         (d) "Board" means the Board of Directors of the Company.

         (e) "Change in Control"  means a change in control of the Company which
will be deemed to have occurred if:

                  (i) any  "person,"  as such term is used in Section  13(d) and
         14(d) of the Exchange Act (other than an Exempt Person),  is or becomes
         the  "beneficial  owner" (as defined in Rule 13d-3  under the  Exchange
         Act), directly or indirectly, of securities of the Company representing
         50% or  more  of the  combined  voting  power  of  the  Company's  then
         outstanding voting securities;

                  (ii) during any period of two consecutive  years,  individuals
         who at the beginning of such period  constitute the Board,  and any new
         director (other than a director  designated by a person who has entered
         into an agreement with the Company to effect a transaction described in
         clause (i),  (iii), or (iv) of this Section 2(e)) whose election by the
         Board or  nomination  for  election by the  Company"  stockholders  was
         approved by a vote of at least a majority of the  directors  then still
         in office who either were  directors at the  beginning of the period or
         whose  election or nomination  for election was previously so approved,
         cease for any reason to constitute at least a majority thereof;

                  (iii)  the  stockholders  of the  Company  approve a merger or
         consolidation of the Company with any other corporation, other than (A)
         a merger or consolidation  which would result in the voting  securities
         of the Company  outstanding  immediately  prior  thereto  continuing to
         represent  (either by remaining  outstanding or by being converted into
         voting securities of the surviving or parent entity) 50% or more of the
         combined  voting power of the voting  securities of the Company or such
         surviving or parent entity outstanding immediately after such merger or
         consolidation or (B) a merger or consolidation  effected to implement a
         recapitalization  of the Company (or similar  transaction)  in which no
         "person"  (as  hereinbefore  defined),  other  than an  Exempt  Person,
         acquired 50% or more of the combined voting power of the Company's then
         outstanding securities, or

                  (iv) the  stockholders  of the  Company  approve  of a plan of
         complete  liquidation  of the Company or an  agreement  for the sale or
         disposition by the Company of all or substantially all of the Company's
         assets (or any transaction having a similar effect).

         (f) "Code"  means the Internal  Revenue  Code of 1986,  as amended from
time to time.

         (g) "Committee" means the committee,  consisting  exclusively of two or
more  Non-Employee  Directors (as defined in Rule 16b-3), if and as the same may
be established by the Board to administer the Plan; provided,  however,  that to
the extent  required for the Plan to comply with the  applicable  provisions  of
Section  162(m)  of the Code,  "Committee"  means  either  such  committee  or a
subcommittee of that  committee,  as the case may be, which shall be constituted
to comply with the applicable requirements of Section 162(m) of the Code and the
regulations promulgated thereunder.

         (h) "Company" means Imergent,  Inc., a corporation  organized under the
laws of the State of Delaware, or any successor corporation.

         (i)  "Exchange  Act"  means the  Securities  Exchange  Act of 1934,  as
amended from time to time, and as now or hereafter  construed,  interpreted  and
applied by regulations, rulings and cases.

         (j) "Exempt  Person"  means (1) the  Company,  (2) any trustee or other
fiduciary holding securities under an employee benefit plan of the Company,  (3)
any  corporation  owned,  directly or  indirectly,  by the  stockholders  of the
Company in  substantially  the same  proportions as their ownership of Stock, or
(4) any person or group of persons  who,  immediately  prior to the  adoption of
this Plan,  owned more than 50% of the combined  voting  power of the  Company's
then outstanding voting securities.

         (k) "Fair Market Value" means, with respect to Stock or other property,
the fair market value of such Stock or other property determined by such methods
or procedures as shall be  established  from time to time by the  administrator.
Notwithstanding the foregoing,  the per share Fair Market Value of Stock as of a
particular  date  shall  mean (I) if the  shares of Stock  are then  listed on a
national securities exchange,  the closing sales price per share of Stock on the
national  securities  exchange on which the Stock is principally traded, for the
last preceding date on which there was a sale of such Stock on such exchange, or
(ii) if the shares of Stock are then traded on the National Market System of the
National   Association  of  Securities   Dealers   Automated   Quotation  System
("NASDAQ"),  the reported per share  closing price of the Stock on the day prior
to such date or, if there was no such price  reported for such date, on the next
preceding  date for which such a price was  reported,  or (iii) if the shares of
Stock are then  traded in an  over-the-counter  market  other than on the NASDAQ
National Market System,  the average of the closing bid and asked prices for the
shares of Stock in such  over-the-counter  market for the last preceding date on
which  there was a sale of such Stock in such  market,  or (iv) if the shares of
Stock are not then  listed on a  national  securities  exchange  or traded in an
over-the-counter   market,  such  value  as  the  Administrator,   in  its  sole
discretion, shall determine in good faith.

         (l)  "ISO"  means  any  Option  intended  to be  and  designated  as an
incentive stock option within the meaning of Section 422 of the Code.

         (m) "NQSO" means any Option not designated as an ISO.

         (n) "Option"  means a right,  granted to an Optionee under Section 6(b)
of the Plan, to purchase  shares of Stock.  An Option may be either an ISO or an
NQSO.

         (o)  "Optionee"  means a  person  who,  as a  senior  executive  of the
Company, a Subsidiary or an Affiliate, has been granted an Option.

         (p) "Plan" means this Amended and Restated  Imergent,  Inc.  1998 Stock
Option Plan for Senior Executives as amended from time to time.

         (q) "Rule  16b-3"  means  Rule  16b-3,  as from time to time in effect,
promulgated by the Securities  and Exchange  Commission  under Section 16 of the
Exchange Act, including any successor to such Rule.

         (r) "Stock" means the common stock,  par value $.001 per share,  of the
Company.

         (s) "Stock Option Agreement" means any written agreement,  contract, or
other instrument or document evidencing an Option.

         (t) "Subsidiary"  means any corporation in which the Company,  directly
or indirectly,  owns stock  possessing 50% or more of the total combined  voting
power of all classes of stock of such corporation.

3.       Administration

         The Plan shall be administered by the Administrator.  The Administrator
shall have the authority in its discretion, subject to and not inconsistent with
the express  provisions of the Plan, to administer  the Plan and to exercise all
the powers and authorities either  specifically  granted to it under the Plan or
necessary or advisable in the  administration  of the Plan,  including,  without
limitation, the authority to grant Options; to determine the persons to whom and
the time or times at which Options  shall be granted;  to determine the type and
number of Options to be granted,  the number of shares of Stock to which Options
may relate and the terms,  conditions,  restrictions  and  performance  criteria
relating to any Options;  to determine  whether,  to what extent, and under what
circumstances  Options  may  be  settled,  canceled,  forfeited,  exchanged,  or
surrendered;  to make  adjustments  in the  terms  and  conditions  of,  and the
criteria and  performance  objectives  included in,  Options in  recognition  of
unusual or  non-recurring  events  affecting  the Company or any  Subsidiary  or
Affiliate  or the  financial  statements  of the  company or any  Subsidiary  or
Affiliate,  or in  response  to  changes in  applicable  laws,  regulations,  or
accounting  principles;  to designate Affiliates;  to construe and interpret the
Plan and any Options;  to  prescribe,  amend and rescind  rules and  regulations
relating to the Plan; to determine the terms and  provisions of the Stock Option
Agreements  (which need not be  identical  for each  Optionee);  and to make all
other determinations deemed necessary or advisable for the administration of the
Plan.

         The  Administrator  may appoint a  chairperson  and a secretary and may
make such rules and regulations for the conduct of its business as it shall deem
advisable,  and shall keep minutes of its meetings.  All  determinations  of the
Administrator  shall be made by a  majority  of its  members  either  present in
person or  participating  by  conference  telephone  at a meeting  or by written
consent.  The Administrator may delegate to one or more of its members or to one
or more  agents such  administrative  duties as it may deem  advisable,  and the
Administrator  or any person to whom it has  delegated  duties as aforesaid  may
employ one or more persons to render  advice with respect to any  responsibility
the  Administrator  or such  person  may have  under  the Plan.  All  decisions,
determinations  and  interpretations  of the  Administrator  shall be final  and
binding on all persons, including the Company, and any Subsidiary,  Affiliate or
Optionee  (or any person  claiming any rights under the Plan from or through any
Optionee) and any stockholder.

         No member  of the Board or  Committee  shall be liable  for any  action
taken or determination made in good faith with respect to the Plan or any Option
granted hereunder.

4. Eligibility.

         Options  may be granted to senior  executives  of the  Company  and its
present  or  future  Subsidiaries  and  Affiliates,  in  the  discretion  of the
Administrator.  In  determining  the person to whom Options shall be granted and
the type of  Options  granted  (including  the number of shares to be covered by
such  Options),  the  Administrator  shall take into account such factors as the
Administrator  shall deem relevant in connection with accomplishing the purposes
of the Plan.

5. Stock Subject to the Plan.

         The maximum number of shares of Stock reserved for the grant of Options
under the Plan shall be 1,000,000  shares of Stock (provided that ISO's may only
be granted out of the 500,000  shares  reserved for  issuance  prior to April 9,
2003), subject to adjustment as provided herein. Such shares may, in whole or in
part, be authorized but unissued shares or shares that shall have been or may be
reacquired  by the  Company  in the open  market,  in  private  transactions  or
otherwise.  The number of shares of Stock  available for issuance under the Plan
shall be  reduced  by the  number  of  shares of Stock  subject  to  outstanding
Options. If any shares subject to an Option are forfeited,  canceled,  exchanged
or  surrendered  or if an  Option  otherwise  terminates  or  expires  without a
distribution of shares to the Optionee, the shares of Stock with respect to such
Option  shall,  to the extent of any such  forfeiture,  cancellation,  exchange,
surrender,  termination or expiration,  again be available for Options under the
Plan. In no event shall any Optionee acquire,  pursuant to any awards of Options
under  this  Plan,  more  than 40% of the  aggregate  number  of shares of Stock
reserved for awards under the Plan.

         In the event that the  Administrator  shall determine that any dividend
or other  distribution  (whether in the form of cash, Stock, or other property),
recapitalization,   stock  split,   reverse   split,   reorganization,   merger,
consolidation,  spin-off,  combination,  repurchase, or share exchange, or other
similar  corporate  transaction  or  event,  affects  the  Stock  such  that  an
adjustment is  appropriate  in order to prevent  dilution or  enlargement of the
rights of an Optionee  under the Plan,  then the  Administrator  shall make such
equitable  changes or adjustments as it deems necessary or appropriate to any or
all of (I) the number and kind of shares of Stock which may thereafter be issued
in connection  with Options,  (ii) the number and kind of shares of Stock issued
or issuable in respect of  outstanding  Options,  and (iii) the exercise  price,
grant price,  or purchase  price  relating to any Option;  provided  that,  with
respect to ISOs, such adjustment shall be made in accordance with Section 424(h)
of the Code.

6. Specific Terms of Options.

         (a) General. The term of each Option shall be for such period as may be
determined by the  Administrator.  The  Administrator may make rules relating to
options,  and may impose on any Option or the exercise  thereof,  at the date of
grant or thereafter, such additional terms and conditions, not inconsistent with
the provisions of the Plan, as the Administrator shall determine.

         (b)  Options.  The  Administrator  is  authorized  to grant  Options to
Optionees on the following terms and conditions:

                  (i) Type of Option. The Stock Option Agreement  evidencing the
         grant of an Option under the Plan shall  designate the Option as an ISO
         (in the event its  terms,  and the  individual  to whom it is  granted,
         satisfy the requirements for ISOs under the Code), or an NQSO.

                  (ii)  Exercise  Price.  The exercise  price per share of Stock
         purchasable  under an Option shall be determined by the  Administrator;
         provided that in the case of an ISO,  such exercise  price shall be not
         less  than  the  Fair  Market  Value of a share of Stock on the date of
         grant of such  Option  and, in the case of an ISO granted to the holder
         of more than 10% of the Stock  outstanding at the date of grant of such
         Option,  such  exercise  price  shall be not less than 110% of the Fair
         Market  Value on such date of  grant.  In no event  shall the  exercise
         price for the  purchase of shares of Stock be less than par value.  The
         exercise price for Stock subject to an Option may be paid in cash or by
         an exchange of Stock previously owned by the Optionee, or a combination
         of both,  in an amount  having a combined  value equal to such exercise
         price.  Any shares of Stock  exchanged  upon the exercise of any Option
         shall be  valued  at the Fair  Market  Value on the date on which  such
         shares  are  exchanged.  An  Optionee  also  may  elect to pay all or a
         portion of the aggregate  exercise price by having shares of Stock with
         a Fair  Market  Value on the date of  exercise  equal to the  aggregate
         exercise  price withheld by the Company or sold by a  broker-dealer  in
         accordance with applicable law.

                  (iii) Term and  Exercisability  of Options.  The date on which
         the  Administrator  adopts a  resolution  expressly  granting an Option
         shall be  considered  the day on which such Option is granted.  Options
         shall be exercisable  over the exercise  period (which shall not exceed
         ten years  from the date of grant or five  years from the date of grant
         in the case of an ISO  granted  to a holder  of more  than 10% of Stock
         outstanding as of such date), at such times and upon such conditions as
         the  Administrator  may  determine,  as  reflected  in the Stock Option
         Agreement.  An Option may be exercised to the extent of any or all full
         shares of Stock as to which  the  Option  has  become  exercisable,  by
         giving written  notice of such exercise to the Company's  Secretary and
         paying the exercise price as described in Section 6(b)(ii).

                  (iv)  Termination  of  Employment,  etc.  An Option may not be
         exercised  unless the  Optionee is then in the employ of the Company or
         any  Subsidiary  or Affiliate  (or a company or a parent or  subsidiary
         company of such company issuing or assuming the Option in a transaction
         to which Section 424(a) of the Code  applies),  and unless the Optionee
         has continuously  maintained any of such relationships,  since the date
         of grant of the Option;  provided that, the Stock Option  Agreement may
         contain  provisions  extending the  exercisability  of Options,  in the
         event  of  specified  terminations,  to  a  date  not  later  than  the
         expiration  date of such  Option.  The  Administrator  may  establish a
         period during which the  Beneficiaries of an Optionee who died while an
         employee,  director  or  independent  contractor  of the Company or any
         Subsidiary  or Affiliate or during any extended  period  referred to in
         the immediately preceding proviso may exercise those Options which were
         exercisable  on the date of the  Optionee's  death;  provided  that, no
         Option shall be exercisable after its expiration date.

                  (v)  Nontransferability.  Options shall not be transferable by
         an Optionee except by will or the laws of descent and  distribution and
         shall be  exercisable  during the lifetime of an Optionee  only by such
         Optionee or his guardian or legal representative.

                  (vi) Other  Provisions.  Options  may be subject to such other
         conditions as the Administrator may prescribe in its discretion.

7. Change in Control Provisions.

         In the  event  of a  Change  in  Control,  any  and  all  Options  then
outstanding  shall  become  fully   exercisable  and  vested,   whether  or  not
theretofore vested and exercisable.

8.       General Provisions.

         (a)  Compliance  with Legal and Exchange  Requirements.  The Plan,  the
granting and exercising of Options thereunder,  and the other obligations of the
Company under the Plan and any Stock Option  Agreement,  shall be subject to all
applicable federal and state laws, rules and regulations,  and to such approvals
by any regulatory or governmental agency as may be required. The Company, in its
discretion,  may  postpone  the  issuance  or delivery of Stock under any Option
until completion of such stock exchange listing or registration or qualification
of such Stock or other required action under any state,  federal or foreign law,
rule or regulation as the Company may consider appropriate,  and may require any
Optionee to make such  representations  and furnish such  information  as it may
consider  appropriate  in  connection  with the issuance or delivery of Stock in
compliance with applicable laws, rules and regulations.

         (b) No Right to Continued  Employment,  etc.  Nothing in the Plan or in
any Option granted or Stock Option  Agreement  entered into pursuant to the Plan
shall  confer  upon any  Optionee  the right to  continue  in the  employ of the
Company, any Subsidiary or any Affiliate,  as the case may be, or to be entitled
to any  remuneration  or benefits not set forth in the Plan or such Stock Option
Agreement or to  interfere  with or limit in any way the right of the Company or
any such  Subsidiary  or  Affiliate  to terminate  such  Optionee's  employment,
directorship or independent contractor relationship.

         (c) Taxes.  The Company or any Subsidiary or Affiliate is authorized to
withhold from any Option  granted,  any payment  relating to an Option under the
Plan  (including  from a  distribution  of  Stock),  or any other  payment to an
Optionee,  amounts of  withholding  and other taxes due in  connection  with any
transaction  involving  an  Option,  and  to  take  such  other  action  as  the
Administrator  may deem  advisable  to enable the  Company  and an  Optionee  to
satisfy  obligations  for  the  payment  of  withholding  taxes  and  other  tax
obligations  relating to any Option.  This authority shall include  authority to
withhold or receive Stock or other property and to make cash payments in respect
thereof in satisfaction of an Optionee's tax obligations.

         (d) Amendment and  Termination  of the Plan.  The Board may at any time
and from time to time alter,  amend,  suspend, or terminate the Plan in whole or
in part;  provided  that, no amendment  which requires  stockholder  approval in
order for the Plan to continue to comply with Rule 16b-3 or Sections 422 and 424
of the Code and the regulations promulgated thereunder shall be effective unless
the same shall be  approved by the  requisite  vote of the  stockholders  of the
Company entitled to vote thereon.  Notwithstanding  the foregoing,  no amendment
shall  affect  adversely  any  of  the  rights  of any  Optionee,  without  such
Optionee's consent, under any Option theretofore granted under the Plan.

         (e) No Rights to Options; No Stockholder Rights. No Optionee shall have
any claim to be granted any Option  under the Plan,  and there is no  obligation
for  uniformity  of  treatment  of  Optionees.  Except as provided  specifically
herein,  an  Optionee  or a  transferee  of an Option  shall have no rights as a
stockholder  with respect to any shares  covered by the Option until the date of
the issuance of a stock certificate to such Optionee for such shares.

         (f) Unfunded  Status of Options.  The Plan is intended to constitute an
"unfunded" plan for incentive and deferred  compensation.  Nothing  contained in
the Plan or any Option shall give any such  Optionee any rights that are greater
than those of a general creditor of the Company.

         (g) No Fractional Shares. No fractional shares of Stock shall be issued
or  delivered  pursuant  to the  Plan or any  Option.  The  Administrator  shall
determine whether cash, other Options, or other property shall be issued or paid
in lieu of such  fractional  shares or  whether  such  fractional  shares or any
rights thereto shall be forfeited or otherwise eliminated.

         (h)  Governing  Law. The Plan and all  determinations  made and actions
taken  pursuant  hereto shall be governed by the laws of the State of California
without giving effect to the conflict of laws principles thereof.

         (i) Effective Date. The Plan shall take effect upon its adoption by the
Board.

         (j) Plan Termination. The Board may terminate the Plan at any time with
respect  to any  shares  of  Stock  that  are not  subject  to  Options.  Unless
terminated  earlier by the Board,  the Plan shall  terminate ten years after the
effective  date and no Options  shall be granted under the Plan after such date.
Termination  of the Plan under this  Section 8(j) will not affect the rights and
obligations of any Optionee with respect to Options granted prior to termination


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</DOCUMENT>
