AMENDMENT #1
                             TO THE
                  DYNAMICWEB ENTERPRISES, INC.
                 1997 EMPLOYEE STOCK OPTION PLAN


     This Amendment, dated the 24th day of June, 1998, to the
DynamicWeb Enterprises, Inc. 1997 Employee Stock Option Plan

                      W I T N E S S E T H:

     WHEREAS, the DynamicWeb Enterprises, Inc. 1997 Employee
Stock
Option Plan (the "Plan") was adopted by the Board of Directors
("Board") of DynamicWeb Enterprises, Inc. (the "Corporation") on
March 7, 1997, and approved by the Corporation's shareholders on
June 12, 1997; and

     WHEREAS, the Plan, as initially adopted and approved,
provided
for a maximum issuance of options to purchase 900,000 shares of
the
Corporation's common stock (since adjusted pursuant to a
0.2608491-
for-one reverse stock split to 234,764 shares); and

     WHEREAS, in order to assist in fostering the continued
growth
of the Corporation and to enhance the Corporation's ability to
attract additional talented personnel, the Board has determined
that it would be in the best interest of the Corporation and its
shareholders to increase the number of shares of common stock
that
may be made subject to option under the Plan;

     NOW, THEREFORE, the Plan is hereby amended as set forth
below --

     1.   Section 4.1 is hereby amended and restated to read as
follows:

          4.1  Common Stock Authorized - The aggregate number of
               shares of Common Stock for which Options may be
               granted under the Plan shall not exceed 334,764
               shares.  For purposes of applying the limitation
in
               the preceding sentence, all Options previously
               granted hereunder shall be taken into account. 
The
               aggregate limitation established by this section
               shall be subject to adjustment as provided in
               Article 9 of the Plan.  Without limiting the
               generality of the foregoing, all options and share
               amounts prior to January 9, 1998, have been
               adjusted to reflect the Corporation's 0.2608491-
               for-one reverse stock split, which took effect on
               such date.

     2.   Section 10.1 is hereby amended by adding a new sentence
at the end thereof reading as follows:

               * * *  The effective date of the amendment
          increasing the authorized number of shares of Common
          Stock subject to Options from 234,764 (as adjusted
          pursuant to a 0.2608491-for-one reverse stock split on
          January 9, 1998 from 900,000) to 334,764 is June 24,
          1998, provided such amendment is approved by the
          Corporation's shareholders within 12 months thereafter.

     IN WITNESS WHEREOF, the Corporation has executed this
Amendment No. 1 on June 24th, 1998.  

                              DYNAMICWEB ENTERPRISES, INC.

                              By_________________________________
                                   Name:
                                   Title: