1998 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN

EXHIBIT 10.2



ROWECOM INC.



FORM OF 1998 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN





ARTICLE I



PURPOSE OF PLAN



This 1998 Non-Employee Director Stock Option Plan (this "Plan") is a stock option plan pursuant to which options to purchase shares of the Common Stock, $0.01 par value per share ("Common Stock"), of RoweCom Inc. (the "Company") will be granted to non-employee directors of the Company. The purpose of this Plan is to attract and retain the services as directors of the Company of qualified persons who are not employees of the Company, to express the Company's appreciation for their service as directors, and to provide them with additional incentives to contribute to the future success of the Company's business.





ARTICLE II





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



"Change in Control" means either of the following transactions:



(i) any person or group of persons (within the meaning of

Section 13(d)(3) of the Exchange Act), other than the Company or a

person that directly or indirectly controls, is controlled by, or is

under common control with the Company, directly or indirectly acquires

Beneficial Ownership of securities possessing more than 50% of the

total combined voting power of the Company's outstanding securities

pursuant to a tender or exchange offer made directly to the Company's

stockholders that the Board does not recommend such stockholders to

accept, or



(ii) over a period of 36 consecutive months or less, there is a

change in the composition of the Board such that a majority of the

Board members (rounded up to the next whole number, if a fraction)

ceases, by reason of one or more proxy contests for the election of

Board members, to be composed of individuals who either (A) have been

Board members continuously since the beginning of such period, or (B)

have been elected or nominated for election as Board members during

such period by at least a majority of the Board members



described in the preceding clause (A) who were still in office at the

time such election or nomination was approved by the Board.



"Director" means a member of the Board who is not, and during the twelve months preceding the relevant time of reference, has not been, an employee of the Company or any of its subsidiaries.



"Fair Market Value" has the following meaning: If, at the time an Option is granted under this Plan, the Common Stock is publicly traded, Fair Market Value will be determined as of the date on which such Option is granted and will be (i) the last sale price of a share of Common Stock on the principal national securities exchange on which the Common Stock is traded, if the Common Stock is then traded on a national securities exchange; or (ii) the last sale price of the Common Stock reported in the NASDAQ National Market System, if the Common Stock is not then traded on a national securities exchange; or (iii) the average of the closing bid and asked prices for the Common Stock quoted by an established quotation service for over-the-counter securities, if the Common Stock is not then traded on a national securities exchange or reported in the NASDAQ National Market System; provided, that in the case of the Options granted hereunder on the date this Plan first becomes effective pursuant to Article X hereof, Fair Market Value will be the initial public offering price at which Shares are offered to the public pursuant to the registration statement referred to in Article X. If the Common Stock is not publicly traded at the time an Option is granted under this Plan, Fair Market Value will be the fair value of a share of the Common Stock as determined by the Board, taking into consideration such factors that as it deems appropriate, which may include recent sale and offer prices of Common Stock in arms'-length private transactions.



"Option" means an option to purchase shares of Common Stock, granted under this Plan.



"Option Agreement" means an agreement between the Company and an Optionee, setting forth the terms and conditions of an Option.



"Optionee" means a person to whom an outstanding Option has been granted under this Plan.



"Shares" means shares of Common Stock.



ARTICLE III



SHARES AVAILABLE FOR OPTIONS



A. Maximum Number of Reserved Shares. The maximum number of Shares for which Options may be issued under this Plan is _________ (subject to automatic proportionate adjustment in the event of any stock dividend, stock split, stock combination, recapitalization, or other similar event affecting the Common Stock). In the event that an Option granted under this Plan to any Optionee expires or is terminated unexercised as to any Shares covered thereby, such Shares will thereafter again be available for purposes of this Plan.



B. Adjustment of Number of Shares; Fractional Shares. In the event of any stock dividend, stock split, stock combination, recapitalization, or other similar event affecting the Common Stock and occurring after the date on which an Option is granted, the number and kind of securities for which such Option may thereafter be exercised, and the exercise price payable therefor, will be proportionately adjusted. Immediately prior to the occurrence of any Acquisition or Change of Control, each Option will become fully exercisable with respect to the total number of shares of Common Stock subject to such Option. No fraction of a share of the Common Stock will be purchasable or deliverable upon exercise of any Option, but in the event any adjustment of the number of Shares covered by the Option causes such number to include a fraction of a Share, such fraction will be adjusted to the nearest smaller whole number of Shares.



ARTICLE IV



GRANTING OF OPTIONS



A. Automatic Grants.



(i) Each Director serving as such on the date this Plan becomes

effective in accordance with Article X hereof will automatically receive a

grant o ...