As filed with the Securities and Exchange Commission [         ]
                                                 Registration No. 33-[       ]
                                                                               

                       Securities and Exchange Commission
                             Washington, D.C. 20549
                             _______________________
                                    Form S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                            _________________________
                     Spectrum Information Technologies, Inc.
             (Exact name of registrant as specified in its charter)

         Delaware                                       75-1940923
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                          Identification No.)

P.O. Box 1006                                            10268-1006
New York, New York                                       (Zip Code)
(Address of Principal Executive
         Offices)

                               Lawrence M. Powers
                                  P.O. Box 1006
                             New York, NY 10268-1006

                                 (914) 251-1800
                          (Name, address and telephone
                          number of agent for service)

                                    Copy to:

                             Frederic M. Tudor, Esq.
                Sills Cummis Radin Tischman Epstein & Gross, P.A.
                              One Riverfront Plaza
                          Newark, New Jersey 07102-5400
                                 (973) 643-7000

                         CALCULATION OF REGISTRATION FEE
<TABLE>

------------------------ ----------------- ----------------- ------------------

<S>                        <C>              <C>             <C>                  <C>       
                                               Proposed           Proposed
                                               Maximum             Maximum
  Title of Securities      Amount to be     Offering Price        Aggregate           Amount of
   to be registered         registered      Per Share (3)    Offering Price (3)   Registration Fee
                              (1)(2)
------------------------ ----------------- ----------------- -------------------- ------------------
   Common Stock, par         300,000             $.35             $105,000             $31.82
   value $.001 (the
      "Shares")
------------------------ ----------------- ----------------- -------------------- ------------------
</TABLE>

(1)  Represents  aggregate  number  of  shares of  Common  Stock  issuable  upon
     exercise of all Stock Options described herein.
(2)  Subject to adjustment in the event of any change in the number of shares of
     Common  Stock  outstanding  by  reason  of any  stock  dividend  or  split,
     recapitalization,  merger, consolidation,  combination, reclassification or
     similar  corporate change or extraordinary  stock event,  including without
     limitation a stock split, reverse stock split or stock dividend
(3)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
     pursuant to Rule 457(h).


                            Page 1 of 6
                        Exhibit Index appears on page 6



<PAGE>


                                     Part 1

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The documents  containing the information  specified in this Part I will be
sent or given to participants  as specified by Rule  428(b)(1).  These documents
and the  documents  incorporated  by  reference  in the  registration  statement
pursuant  to Item 3 of  Part  II of this  form,  taken  together,  constitute  a
prospectus that meets the requirements of Section 10(a) of the Securities Act of
1933, as amended.

                                     Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

     The  following   documents   heretofore   filed  by  Spectrum   Information
Technologies,  Inc. (the"Company" or the "Registrant")  with the Securities and
Exchange  Commission (the "Commission") are hereby  incorporated by reference in
this Registration Statement:

     (a) The  Company's  Annual  Report on Form 10-K for the  fiscal  year ended
March 31, 1998 and the Company's  Quarterly  Report on Form 10-Q for the quarter
ended December 31, 1998.

     (b)  The  description  of  the  Company's  common  stock  contained  in its
Registration Statement on Form 10, dated April 10, 1987 (File No. 015596), filed
with the  Commission  pursuant to Section  12(g) of the  Exchange  Act,  and any
amendment  or  report  filed  for the  purpose  of  updating  such  information,
including  the  description  of the  Company's  common  stock  contained  in the
Disclosure  Statement  (including  exhibits thereto) filed as Exhibit 5.1 to the
Company's Current Report on Form 8-K dated March 14, 1996.

     All documents  hereafter  filed by the Company  pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to
the  filing  of a  post-effective  amendment  hereto  which  indicates  that all
securities  have been sold or which  deregisters  all securities  then remaining
unsold,  shall be deemed to be  incorporated  by reference in this  registration
statement and to be part hereof from the date of filing of such documents.

Item 4. Description of Securities

     Not applicable.

Item 5. Interests of Named Experts and Counsel

     Steven E. Gross,  a partner in the law firm of Sills Cummis Radin  Tischman
Epstein & Gross,  P.A.,  which has  rendered an opinion in  connection  with the
shares  offered  pursuant to the Plan,  holds  250,000  shares of the  Company's
common  stock and also holds an option  exercisable  for the  purchase  of up to
150,000  shares of the Company's  common stock at an exercise price of $0.15 per
share,  exercisable  between  December 21, 1999 and December 21, 2003.  His son,
Jason  Gross,  a lawyer in private  practice in New York,  New York,  also holds
250,000 shares of the Company's  common stock and an option  exercisable for the
purchase of up to 150,000  shares of the  Company's  common stock at an exercise
price of $0.15 per share, exercisable between December 21, 1999 and December 21,
2003.

Item 6. Indemnification of Directors and Officers

     The  Registrant  is  incorporated  in  Delaware.  Under  Section 145 of the
General  Corporation  Law of the State of  Delaware  (the  "DGCL"),  a  Delaware
corporation  generally  has the  power  to  indemnify  its  present  and  former
directors,  officers,  employees  and agents  against  expenses and  liabilities
incurred by them in connection with any action, suit or proceeding to which they
are, or are  threatened  to be made, a party by reason of their serving in those
positions  so long as they acted in good faith and in a manner  they  reasonably
believed to be in, or not opposed to, the best  interests  of the  company,  and
with  respect  to any  criminal  action  or  proceeding,  so long as they had no
reasonable  cause to believe their conduct was unlawful.  The statute  expressly


                                   Page 2 of 6
<PAGE>


provides that the power to indemnify  authorized thereby is not exclusive of any
rights granted under any bylaw, agreement, vote of stockholders or disinterested
directors, or otherwise.

     The Restated  Certificate of Incorporation of the Company provides that the
Company  shall  indemnify to the full extent  authorized or permitted by law (as
now or hereafter in effect) any person made, or threatened to be made a party or
witness  to any  action,  suit or  proceeding  (whether  civil  or  criminal  or
otherwise) by reason of the fact that he, his testator or intestate, is or was a
director or an officer of the Company or by reason of the fact that such person,
at the  request  of  the  Company,  is or was  serving  any  other  corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise, in
any capacity.  The Restated  Certificate of Incorporation  further provides that
nothing  contained in such provision shall affect any rights to  indemnification
to which employees other than directors and officers may be entitled by law, and
that no amendment or repeal of such provision  shall apply to or have any effect
on any right to indemnification provided pursuant to such provision with respect
to any acts or omissions occurring prior to such amendment or repeal.
 
     In accordance with Section 102(b)(7) of the DGCL, the Restated  Certificate
of  Incorporation  of the  Registrant  provides that directors of the Registrant
shall  not be  personally  liable  to the  Registrant  or its  stockholders  for
monetary damages for any breach of fiduciary duty as a director,  except (i) for
any  breach  of  the  director's  duty  of  loyalty  to the  corporation  or its
stockholders,  (ii) for acts or  omissions  not in good  faith or which  involve
intentional  misconduct or a knowing violation of law, (iii) pursuant to Section
174 (relating to liability for  unauthorized  acquisitions or redemptions of, or
dividends  on,  capital  stock) of the DGCL, or (iv) for any  transactions  from
which any such director derived an improper personal benefit.

     The Registrant had entered into separate indemnity  agreements with certain
of its former executive officers and employees (the  "Indemnitees")  under which
the Registrant will, upon proper request of the Indemnitee, indemnify him if the
Indemnitee  is a party to or is threatened to be made a party to or is otherwise
involved  in any  action,  suit or  proceeding  by  reason  of the fact that the
Indemnitee is or was director,  officer,  employee or agent of the Registrant or
is or was  serving at the  request of the  Registrant  as a  director,  officer,
employee or agent of another corporation,  partnership,  joint venture, trust or
other enterprise, against all expenses, judgments, fines and penalties, actually
and  reasonably  incurred by the  Indemnitee in  connection  with the defense or
settlement of any of such proceedings.  Such right shall be a contract right and
shall  include  the  right to be paid by the  Registrant  expenses  incurred  in
defending  any such  proceeding in advance of its final  disposition;  provided,
however,  that the payment of such  expenses  incurred by the  Indemnitee in his
capacity  as a  director  or  officer  (and not in any other  capacity  in which
service  was or is  rendered  by an  Indemnitee  while a  director  or  officer,
including,  without limitation,  service to an employee benefit plan) in advance
of the final  disposition of such  proceeding will be paid only upon delivery to
the Registrant of an undertaking,  by or on behalf of the  Indemnitee,  to repay
all  amounts  so  advanced  if it  should  be  determined  ultimately  that  the
Indemnitee is not entitled to be indemnified under this section or otherwise.

     The preceding  discussion of the Restated  Certificate of  Incorporation of
the Registrant and the DGCL is not intended to be exhaustive and is qualified in
its entirety by reference to the complete  texts of the Restated  Certificate of
Incorporation of the Registrant and to the DGCL.

Item 7. Exemption from Registration Claimed

     Not applicable.

Item 8. Exhibits

     The following are filed as exhibits to this Registration Statement:

Exhibits

4.1  Restated  Certificate of  Incorporation  of the Company is  incorporated by
     reference to Exhibit 4.1 of the Registrant's Registration Statement on Form
     S-8 filed on March 31, 1997.

4.2  Restated Bylaws of the Company are incorporated by reference to Exhibit 5.1
     of the Registrant's Current Report on Form 8-K dated March 14, 1996.

5.1  Opinion of Sills Cummis Radin Tischman  Epstein & Gross,  P.A.


                                  Page 3 of 6
<PAGE>

24.1 Consent of BDO Seidman, LLP
24.2 Consent of Sills Cummis Radin Tischman Epstein & Gross,  P.A.  (included in
     Exhibit 5.1)
99.1 Stock  Purchase  Agreement  between the  Registrant  and Powers & Co. dated
     December 11, 1998 is incorporated by reference to the Registrant's  Current
     Report on Form 8-K dated  December  17, 1998. 
99.2 Stock Option  Agreement
     between the Registrant and Donald J. Amoruso dated December 11, 1998. 
99.3 Stock Option Agreement  between the Registrant and Richard F. duFosse dated
     December 11, 1998.
99.4 Stock Option  Agreement  between the Registrant  and Mikhail  Drabkin dated
     December 11, 1998.
99.5 Stock Option  Agreement  between the Registrant  and  Christopher M. Graham
     dated December 11, 1998.
99.6 Stock Option Agreement  between the Registrant and Salvatore T. Marino
     dated December 11, 1998. 
99.7 Stock Option Agreement between the Registrant
     and Barry J. Hintze dated December 11, 1998.

Item 9. Undertakings

     (a)  The undersigned registrant hereby undertakes:

          (1)  To file, during  any  period in which  offers or sales are being
made, a post-effective amendment to this registration statement:

               (i)  To  include  any  prospectus  required  by  Section  10(a)
(3) of  the Securities Act of 1933;

               (ii) To reflect  in the  prospectus  any facts or events  arising
after the effective date of the registration statement (or the most recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represent a fundamental  change in the information set forth in the registration
statement;

               (iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement; PROVIDED,
HOWEVER, that  paragraphs  (a)(1)(i)  and  (a)(1)(ii)  do  not  apply  if  the
registration  statement is on Form S-3 or Form S-8 and the information  required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or Section 15(d)
of the Exchange  Act that are  incorporated  by  reference  in the  registration
statement.

          (2)  That, for the purpose of determining any liability under the 
Securities Act of 1933, each such  post-effective  amendment shall  be deemed
to be a new registration  statement  relating to the securities offered therein,
and the  offering  of such  securities  at that  time  shall be deemed to be the
initial BONA FIDE offering thereof.

          (3)  To remove from registration by means of a post-effective  
amendment any of the securities being registered which remain unsold at the
termination of the offering.

     (b)  The undersigned registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15 (d) of the Securities
Exchange Act of 1934 (and, where applicable,  each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the  registration  statement shall be
deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial BONA FIDE offering thereof.

     (c)  Insofar  as  indemnification  for  liabilities  arising  under  the 
Securities Act of 1933 may be permitted to directors, officers and controlling
persons  of the  registrant pursuant to  the  foregoing   provisions,  or
otherwise, the registrant has been advised that in the opinion of the Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for  indemnification  against  such  liabilities  (other than the payment by the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.


                                  Page 4 of 6
<PAGE>


                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of New York, State of New York, on February 26, 1999.

                                      SPECTRUM INFORMATION TECHNOLOGIES, INC.


                                      By: /s/ Lawrence M. Powers                
                                          Lawrence M. Powers
                                          Chief Executive Officer and
                                          Chairman of the Board




Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this 
registration  statement  has been  signed by the following  persons in the
capacities set forth on February 26, 1999.



       Signature                                     Title



/s/ Lawrence M. Powers                               Director
Lawrence M. Powers

/s/ Jon M. Gerber                                    Director
Jon M. Gerber

/s/ Robert Ingenito                                  Director
Robert Ingenito

/s/ Maurice W. Schonfeld                             Director
Maurice W. Schonfeld





















                                

                                   Page 5 of 6
<PAGE>


                                  EXHIBIT INDEX



Exhibit No.                       Description                          Page No.

4.1  Restated Certificate of Incorporation of the Company is incorporated by
     reference to Exhibit 4.1 of the Registrant's Registration Statement on Form
     S-8 filed March 31, 1997.

4.2  Restated Bylaws of the Company is incorporated by reference to Exhibit
     5.1 of the Registrant's Current Report on Form 8-K dated March 14, 1996.

5.1  Opinion of Sills Cummis Radin Tischman Epstein & Gross, P.A.

24.1 Consent of BDO Seidman, LLP

24.2 Consent of Sills Cummis Radin Tischman Epstein & Gross,  P.A.  (included in
     Exhibit 5.1)

99.1 Stock  Purchase  Agreement  between the  Registrant  and Powers & Co. dated
     December 11, 1998 is incorporated by reference to the Registrant's  Current
     Report on Form 8-K dated  December  17, 1998.  
99.2 Stock Option  Agreement between the Registrant and Donald J. Amoruso dated
     December 11, 1998.  
99.3 Stock Option Agreement  between the Registrant and Richard F. duFosse dated
     December 11, 1998. 
99.4 Stock Option  Agreement  between the Registrant and Mikhail  Drabkin  dated
     December  11, 1998.  
99.5 Stock  Option  Agreement between the Registrant  and  Christopher M. Graham
     dated December 11, 1998.
99.6 Stock Option Agreement  between the Registrant and Salvatore T. Marino 
     dated December 11, 1998. 
99.7 Stock Option Agreement between the Registrant and Barry J. Hintze dated 
     December 11, 1998.





















      






                                   Page 6 of 6
<PAGE>


                                   Exhibit 5.1

        [LETTERHEAD OF SILLS CUMMIS RADIN TISCHMAN EPSTEIN & GROSS, P.A.]

                                                            March 15, 1999

Spectrum Information Technologies, Inc.
P.O. Box 1006
New York, NY 10268-1006


Gentlemen:

     Spectrum  Information  Technologies,  Inc.,  a  Delaware  corporation  (the
"Issuer"), has requested our opinion in connection with a Registration Statement
on Form  S-8 (the  "Registration  Statement")  to be filed by it today  with the
Securities and Exchange  Commission (the "Commission")  under the Securities Act
of 1933,  as amended (the "Act"),  relating to 300,000  shares of Common  Stock,
$.001 par value, of Spectrum Information  Technologies,  Inc. to be issued under
the Stock Option Agreements  between the Issuer and six individuals,  each dated
December 11, 1998 (the "Option Agreements").

     We have  examined  and are relying on  originals,  or copies  certified  or
otherwise  identified to our  satisfaction,  of such corporate  records and such
other  instruments,   certificates  and  representations  of  public  officials,
officers and  representatives of the Issuer and such other persons,  and we have
made such  investigations  of law, as we have deemed  appropriate as a basis for
the opinion expressed below.

     Based on the  foregoing,  it is our  opinion  that the  shares of  Spectrum
Information Technologies,  Inc. issuable under the plan are duly authorized and,
when issued in accordance  with the terms of the Option  Agreements at prices in
excess  of the par  value  thereof,  will be  validly  issued,  fully  paid  and
nonassessable.

     We hereby  consent  to the  filing of this  opinion  as an  exhibit  to the
Registration  Statement. By giving such consent, we do not thereby admit that we
are experts with respect to any part of the  Registration  Statement,  including
this exhibit,  within the meaning of the term "expert" as used in the Act or the
rules and regulations of the Commission issued thereunder.

                                           Yours truly,

                                           /s/SILLS CUMMIS RADIN TISCHMAN
                                              EPSTEIN & GROSS, P.A.
<PAGE>


                                  Exhibit 24.1


Spectrum Information Technologies, Inc.
New York, NY

We hereby  consent  to the  incorporation  by  reference  and  inclusion  in the
Prospectus  constituting  a part of this  Registration  Statement  of our report
dated June 11,  1998,  relating to the  consolidated  financial  statements  and
schedule of Spectrum Information  Technologies,  Inc. and subsidiaries appearing
in the Company's Annual Report on Form 10-K for the year ended March 31, 1998.




/s/BDO Seidman, LLP

February 26, 1999




<PAGE>


                                  Exhibit 99.2

                             STOCK OPTION AGREEMENT

     This STOCK OPTION AGREEMENT is made as of this 11th day of December,  1998,
by and between Spectrum  Information  Technologies,  Inc. a Delaware Corporation
("Spectrum") and Donald Amoruso (the "Optionee").

     WHEREAS,  Spectrum  and Optionee  have entered into a Settlement  Agreement
dated December 11, 1998  providing for the settlement of certain  obligations of
the  Company  to  Optionee  in  exchange  for good and  valuable  consideration,
including  the  issuance of the option to purchase  common  stock of Spectrum as
described herein.

     NOW,  THEREFORE,  in  consideration  of the payment  described,  the mutual
covenants  hereinafter set forth and for other good and valuable  consideration,
the parties hereto agree as follows:

1.   GRANT OF OPTION.  Spectrum hereby grants to the  Optionee  the right and 
option  (hereafter  called  the  "Option"),  to  purchase  all or any part of an
aggregate of 44,914 shares of Spectrum common stock, par value $0.001 per share,
on the terms and conditions  set forth herein.  This grant is made pursuant to a
resolution  of the Company's  Board of Directors  duly adopted at its meeting on
December 10, 1998.

2.   EXERCISE PRICE AND EXPIRATION. The exercise price and the expiration dates
of this Option shall be as follows:

Number of Shares           Exercise Price            Expiration Date

44,914                     $0.35 per share           December 11, 2003

3.   DURATION.  The Option granted hereby shall become exercisable upon issuance
of this  Agreement and shall remain  exercisable at the stated price through the
expiration date set forth above.  To facilitate  partial  transfer,  exercise or
sale, this Option may be subdivided into options in smaller  denominations  upon
Optionee's request in writing from time to time.

4.   NO RESTRICTION:  REGISTRATION. This  Option and  the underlying  shares
detailed above are free of any  restrictions  on transfer by any  means, or on 
exercise or sale by Optionee or transferee,  except for any  restrictions  under
applicable  securities  law. The Company  shall use its best efforts to register
such option  issuances  pursuant  to a  Registration  Statement  on Form S-8 (if
available) as soon as possible  after the date hereof,  but agrees that it shall
file the  Registration  Statement within fifteen (15) days from the date of this
Agreement. All underlying shares to this Option have been previously authorized,
are  unissued,  and are set aside for the  purpose  of  issuance  upon  exercise
hereof,  in whole or in part, at any time or from time to time.  Optionee hereby
agrees  that it will not sell,  assign,  or transfer  the Option and  underlying
shares  following  exercise  unless they are registered  under the Act and under
applicable state securities laws or an exemption from such  registration is then
available, according to a legal opinion reasonably acceptable to the Company.

5.   MANNER OF EXERCISE OF OPTION. This  Option may be  exercised,  subjec  to
the terms and conditions  contained herein, by delivering  written notice to the
Chief Executive Officer or President or Chief Accounting Officer of Spectrum, at
its principal office no less than three days in advance of the proposed exercise
date.  Such  notice  shall  specify  the  number of shares of common  stock with
respect to which the Option is being  exercised  and the  effective  date of the
proposed  exercise  and shall be signed by the  Optionee.  The  notice  shall be
accompanied by a certified  check or cash in the amount of the aggregate  option
exercise  price for such number of shares.  In no event shall stock be issued or
certificates  be  delivered  until  full  payment  shall have been  received  by
Spectrum as to such exercise or partial  exercise,  nor shall  Optionee have any
right  or  status  as a  shareholder  of such  underlying  shares  prior to such
exercise. Certificates for shares of common stock purchased upon the exercise of
the Option shall be issued in the name of Optionee and delivered to the Optionee
as soon as  practicable  following  the  effective  date on which the  Option is
exercised.

6.    ADUSTMENT ON RECAPITALIZATION,  MERGER OR  REORGANIZATION.  If  the 
outstanding shares of the common stock of Spectrum are subdivided, consolidated,
increased,  decreased,  changed into or exchanged for a different number or kind
of  shares  or   securities   of  Spectrum   through   reorganization,   merger,

<PAGE>


recapitalization,  reclassification,  capital  adjustment  or  otherwise,  or if
Spectrum shall issue common stock as a dividend or upon a stock split,  then the
number of shares  subject to the  unexercised  portion of this  Option  shall be
appropriately  adjusted  by the  Board  of  Directors.  Any such  adjustment  on
outstanding  Options shall be made without  change in the total  exercise  price
applicable  to the  unexercised  portion  of the  Option.  If, in the event of a
merger or  consolidation,  Spectrum is not the  surviving  corporation,  and the
event that the  Agreement  of Merger or  Consolidation  does not provide for the
substitution  of a new option for this  Option,  or for the  assumption  of this
Option  by the  surviving  corporation,  or in the event of the  dissolution  or
liquidation of Spectrum,  the Optionee shall have the right immediately prior to
the effective date of such merger, consolidation, dissolution or liquidation, to
exercise this Option in whole or in part,  provided,  however,  that this Option
shall  not be  exercisable  in whole  or in part  later  than the date  noted in
paragraph 2 above.  Any adjustments  made pursuant to this section shall be made
by the Board of  Directors  of  Spectrum,  whose  good  faith  determination  in
compliance with Delaware law, as to what adjustment shall be made and the extent
thereof,  shall be final,  binding and  conclusive.  In computing any adjustment
hereunder,  any  fractional  share which might  otherwise  become  subject to an
Option shall be eliminated.


SPECTRUM INFORMATION TECHNOLOGIES, INC


By:/s/Christopher Graham                                              
      Christopher Graham, General Counsel and Vice President


OPTIONEE


/s/Donald Amoruso                                                    
    Donald Amoruso




























                                        2
<PAGE>


                                  Exhibit 99.3

                             STOCK OPTION AGREEMENT

     This STOCK OPTION AGREEMENT is made as of this 11th day of December,  1998,
by and between Spectrum  Information  Technologies,  Inc. a Delaware Corporation
("Spectrum") and Richard duFosse (the "Optionee").

     WHEREAS,  Spectrum  and Optionee  have entered into a Settlement  Agreement
dated December 11, 1998  providing for the settlement of certain  obligations of
the  Company  to  Optionee  in  exchange  for good and  valuable  consideration,
including  the  issuance of the option to purchase  common  stock of Spectrum as
described herein.

     NOW,  THEREFORE,  in  consideration  of the payment  described,  the mutual
covenants  hereinafter set forth and for other good and valuable  consideration,
the parties hereto agree as follows:

1.   GRANT OF OPTION. Spectrum  hereby  grants to the Optionee  the right  and
option  (hereafter  called  the  "Option"),  to  purchase  all or any part of an
aggregate of 59,281 shares of Spectrum common stock, par value $0.001 per share,
on the terms and conditions  set forth herein.  This grant is made pursuant to a
resolution  of the Company's  Board of Directors  duly adopted at its meeting on
December 10, 1998.

2.   EXERCISE PRICE  AND EXPIRATION. The exercise  price and  the  expiration
dates of this Option shall be as follows:

Number of Shares              Exercise Price                Expiration Date

59,281                        $0.35 per share               December 11, 2003

3.   DURATION. The Option granted hereby shall become exercisable upon issuance
of this  Agreement and shall remain  exercisable at the stated price through the
expiration date set forth above.  To facilitate  partial  transfer,  exercise or
sale, this Option may be subdivided into options in smaller  denominations  upon
Optionee's request in writing from time to time.

4.   NO RESTRICTION:  REGISTRATION. This Option  and  the underlying  shares 
detailed  above are free of any  restrictions  on transfer  by any means,  or on
exercise or sale by Optionee or transferee,  except for any  restrictions  under
applicable  securities  law. The Company  shall use its best efforts to register
such option  issuances  pursuant  to a  Registration  Statement  on Form S-8 (if
available) as soon as possible  after the date hereof,  but agrees that it shall
file the  Registration  Statement within fifteen (15) days from the date of this
Agreement. All underlying shares to this Option have been previously authorized,
are  unissued,  and are set aside for the  purpose  of  issuance  upon  exercise
hereof,  in whole or in part, at any time or from time to time.  Optionee hereby
agrees  that it will not sell,  assign,  or transfer  the Option and  underlying
shares  following  exercise  unless they are registered  under the Act and under
applicable state securities laws or an exemption from such  registration is then
available, according to a legal opinion reasonably acceptable to the Company.

5.   MANNER OF EXERCISE OF OPTION.  This Option may be  exercised,  subject to 
the terms and conditions  contained herein, by delivering  written notice to the
Chief Executive Officer or President or Chief Accounting Officer of Spectrum, at
its principal office no less than three days in advance of the proposed exercise
date.  Such  notice  shall  specify  the  number of shares of common  stock with
respect to which the Option is being  exercised  and the  effective  date of the
proposed  exercise  and shall be signed by the  Optionee.  The  notice  shall be
accompanied by a certified  check or cash in the amount of the aggregate  option
exercise  price for such number of shares.  In no event shall stock be issued or
certificates  be  delivered  until  full  payment  shall have been  received  by
Spectrum as to such exercise or partial  exercise,  nor shall  Optionee have any
right  or  status  as a  shareholder  of such  underlying  shares  prior to such
exercise. Certificates for shares of common stock purchased upon the exercise of
the Option shall be issued in the name of Optionee and delivered to the Optionee
as soon as  practicable  following  the  effective  date on which the  Option is
exercised.

6.   ADUSTMENT  ON  RECAPITALIZATION,  MERGER  OR  REORGANIZATION.  If  the
outstanding shares of the common stock of Spectrum are subdivided, consolidated,
increased,  decreased,  changed into or exchanged for a different number or kind
of  shares  or   securities   of  Spectrum   through   reorganization,   merger,

<PAGE>


recapitalization,  reclassification,  capital  adjustment  or  otherwise,  or if
Spectrum shall issue common stock as a dividend or upon a stock split,  then the
number of shares  subject to the  unexercised  portion of this  Option  shall be
appropriately  adjusted  by the  Board  of  Directors.  Any such  adjustment  on
outstanding  Options shall be made without  change in the total  exercise  price
applicable  to the  unexercised  portion  of the  Option.  If, in the event of a
merger or  consolidation,  Spectrum is not the  surviving  corporation,  and the
event that the  Agreement  of Merger or  Consolidation  does not provide for the
substitution  of a new option for this  Option,  or for the  assumption  of this
Option  by the  surviving  corporation,  or in the event of the  dissolution  or
liquidation of Spectrum,  the Optionee shall have the right immediately prior to
the effective date of such merger, consolidation, dissolution or liquidation, to
exercise this Option in whole or in part,  provided,  however,  that this Option
shall  not be  exercisable  in whole  or in part  later  than the date  noted in
paragraph 2 above.  Any adjustments  made pursuant to this section shall be made
by the Board of  Directors  of  Spectrum,  whose  good  faith  determination  in
compliance with Delaware law, as to what adjustment shall be made and the extent
thereof,  shall be final,  binding and  conclusive.  In computing any adjustment
hereunder,  any  fractional  share which might  otherwise  become  subject to an
Option shall be eliminated.


SPECTRUM INFORMATION TECHNOLOGIES, INC


By:/s/Donald Amoruso                                                  
      Donald Amoruso, Chairman, CEO & President


OPTIONEE


/s/Richard duFosse                                                        
   Richard duFosse




























                                        2
<PAGE>


                                  Exhibit 99.4

                             STOCK OPTION AGREEMENT

     This STOCK OPTION AGREEMENT is made as of this 11th day of December,  1998,
by and between Spectrum  Information  Technologies,  Inc. a Delaware Corporation
("Spectrum") and Mikhail Drabkin (the "Optionee").

     WHEREAS,  Spectrum  and Optionee  have entered into a Settlement  Agreement
dated December 11, 1998  providing for the settlement of certain  obligations of
the  Company  to  Optionee  in  exchange  for good and  valuable  consideration,
including  the  issuance of the option to purchase  common  stock of Spectrum as
described herein.

     NOW,  THEREFORE,  in  consideration  of the payment  described,  the mutual
covenants  hereinafter set forth and for other good and valuable  consideration,
the parties hereto agree as follows:

1.   GRANT OF OPTION.  Spectrum  hereby grants  to the  Optionee  the right and
option  (hereafter  called  the  "Option"),  to  purchase  all or any part of an
aggregate of 47,638 shares of Spectrum common stock, par value $0.001 per share,
on the terms and conditions  set forth herein.  This grant is made pursuant to a
resolution  of the Company's  Board of Directors  duly adopted at its meeting on
December 10, 1998.

2.   EXERCISE PRICE AND EXPIRATION. The exercise price and the expiration dates
of this Option shall be as follows:

Number of Shares           Exercise Price            Expiration Date

47,638                     $0.35 per share           December 11, 2003

3.   DURATION. The Option granted hereby shall become exercisable upon issuance
of this  Agreement and shall remain  exercisable at the stated price through the
expiration date set forth above.  To facilitate  partial  transfer,  exercise or
sale, this Option may be subdivided into options in smaller  denominations  upon
Optionee's request in writing from time to time.

4.   NO RESTRICTION:  REGISTRATION. This Option  and  the  underlying  shares 
detailed  above are free of any  restrictions  on transfer  by any means,  or on
exercise or sale by Optionee or transferee,  except for any  restrictions  under
applicable  securities  law. The Company  shall use its best efforts to register
such option  issuances  pursuant  to a  Registration  Statement  on Form S-8 (if
available) as soon as possible  after the date hereof,  but agrees that it shall
file the  Registration  Statement within fifteen (15) days from the date of this
Agreement. All underlying shares to this Option have been previously authorized,
are  unissued,  and are set aside for the  purpose  of  issuance  upon  exercise
hereof,  in whole or in part, at any time or from time to time.  Optionee hereby
agrees  that it will not sell,  assign,  or transfer  the Option and  underlying
shares  following  exercise  unless they are registered  under the Act and under
applicable state securities laws or an exemption from such  registration is then
available, according to a legal opinion reasonably acceptable to the Company.

5.   MANNER OF EXERCISE OF OPTION.  This Option may be  exercised,  subject to
the terms and conditions  contained herein, by delivering  written notice to the
Chief Executive Officer or President or Chief Accounting Officer of Spectrum, at
its principal office no less than three days in advance of the proposed exercise
date.  Such  notice  shall  specify  the  number of shares of common  stock with
respect to which the Option is being  exercised  and the  effective  date of the
proposed  exercise  and shall be signed by the  Optionee.  The  notice  shall be
accompanied by a certified  check or cash in the amount of the aggregate  option
exercise  price for such number of shares.  In no event shall stock be issued or
certificates  be  delivered  until  full  payment  shall have been  received  by
Spectrum as to such exercise or partial  exercise,  nor shall  Optionee have any
right  or  status  as a  shareholder  of such  underlying  shares  prior to such
exercise. Certificates for shares of common stock purchased upon the exercise of
the Option shall be issued in the name of Optionee and delivered to the Optionee
as soon as  practicable  following  the  effective  date on which the  Option is
exercised.

6.   ADUSTMENT ON  RECAPITALIZATION,  MERGER  OR  REORGANIZATION.  If  the 
outstanding shares of the common stock of Spectrum are subdivided, consolidated,
increased,  decreased,  changed into or exchanged for a different number or kind
of  shares  or   securities   of  Spectrum   through   reorganization,   merger,
<PAGE>


recapitalization,  reclassification,  capital  adjustment  or  otherwise,  or if
Spectrum shall issue common stock as a dividend or upon a stock split,  then the
number of shares  subject to the  unexercised  portion of this  Option  shall be
appropriately  adjusted  by the  Board  of  Directors.  Any such  adjustment  on
outstanding  Options shall be made without  change in the total  exercise  price
applicable  to the  unexercised  portion  of the  Option.  If, in the event of a
merger or  consolidation,  Spectrum is not the  surviving  corporation,  and the
event that the  Agreement  of Merger or  Consolidation  does not provide for the
substitution  of a new option for this  Option,  or for the  assumption  of this
Option  by the  surviving  corporation,  or in the event of the  dissolution  or
liquidation of Spectrum,  the Optionee shall have the right immediately prior to
the effective date of such merger, consolidation, dissolution or liquidation, to
exercise this Option in whole or in part,  provided,  however,  that this Option
shall  not be  exercisable  in whole  or in part  later  than the date  noted in
paragraph 2 above.  Any adjustments  made pursuant to this section shall be made
by the Board of  Directors  of  Spectrum,  whose  good  faith  determination  in
compliance with Delaware law, as to what adjustment shall be made and the extent
thereof,  shall be final,  binding and  conclusive.  In computing any adjustment
hereunder,  any  fractional  share which might  otherwise  become  subject to an
Option shall be eliminated.


SPECTRUM INFORMATION TECHNOLOGIES, INC


By:/s/Donald Amoruso                                                  
   Donald Amoruso, Chairman, CEO & President


OPTIONEE


/s/Mikhail Drabkin                                                        
   Mikhail Drabkin




























                                        2
<PAGE>


                                  Exhibit 99.5

                             STOCK OPTION AGREEMENT

     This STOCK OPTION AGREEMENT is made as of this 11th day of December,  1998,
by and between Spectrum  Information  Technologies,  Inc. a Delaware Corporation
("Spectrum") and Christopher Graham (the "Optionee").

     WHEREAS,  Spectrum  and Optionee  have entered into a Settlement  Agreement
dated December 11, 1998  providing for the settlement of certain  obligations of
the  Company  to  Optionee  in  exchange  for good and  valuable  consideration,
including  the  issuance of the option to purchase  common  stock of Spectrum as
described herein.

NOW, THEREFORE, in consideration of the payment described,  the mutual covenants
hereinafter set forth and for other good and valuable consideration, the parties
hereto agree as follows:

1.   GRANT OF OPTION.  Spectrum hereby grants to  the Optionee the right  and
option  (hereafter  called  the  "Option"),  to  purchase  all or any part of an
aggregate of 44,914 shares of Spectrum common stock, par value $0.001 per share,
on the terms and conditions  set forth herein.  This grant is made pursuant to a
resolution  of the Company's  Board of Directors  duly adopted at its meeting on
December 10, 1998.

2.   EXERCISE PRICE AND EXPIRATION. The exercise price and the expiration dates
of this Option shall be as follows:

Number of Shares              Exercise Price                Expiration Date

44,914                        $0.35 per share               December 11, 2003

3.   DURATION. The Option granted hereby shall become exercisable upon issuance
of this  Agreement and shall remain  exercisable at the stated price through the
expiration date set forth above.  To facilitate  partial  transfer,  exercise or
sale, this Option may be subdivided into options in smaller  denominations  upon
Optionee's request in writing from time to time.

4.   NO RESTRICTION:  REGISTRATION. This  Option and the  underlying  shares
detailed  above are free of any  restrictions  on transfer  by any means,  or on
exercise or sale by Optionee or transferee,  except for any  restrictions  under
applicable  securities  law. The Company  shall use its best efforts to register
such option  issuances  pursuant  to a  Registration  Statement  on Form S-8 (if
available) as soon as possible  after the date hereof,  but agrees that it shall
file the  Registration  Statement within fifteen (15) days from the date of this
Agreement. All underlying shares to this Option have been previously authorized,
are  unissued,  and are set aside for the  purpose  of  issuance  upon  exercise
hereof,  in whole or in part, at any time or from time to time.  Optionee hereby
agrees  that it will not sell,  assign,  or transfer  the Option and  underlying
shares  following  exercise  unless they are registered  under the Act and under
applicable state securities laws or an exemption from such  registration is then
available, according to a legal opinion reasonably acceptable to the Company.

5.   MANNER OF EXERCISE OF OPTION.  This Option may be  exercised,  subject to
the terms and conditions  contained herein, by delivering  written notice to the
Chief Executive Officer or President or Chief Accounting Officer of Spectrum, at
its principal office no less than three days in advance of the proposed exercise
date.  Such  notice  shall  specify  the  number of shares of common  stock with
respect to which the Option is being  exercised  and the  effective  date of the
proposed  exercise  and shall be signed by the  Optionee.  The  notice  shall be
accompanied by a certified  check or cash in the amount of the aggregate  option
exercise  price for such number of shares.  In no event shall stock be issued or
certificates  be  delivered  until  full  payment  shall have been  received  by
Spectrum as to such exercise or partial  exercise,  nor shall  Optionee have any
right  or  status  as a  shareholder  of such  underlying  shares  prior to such
exercise. Certificates for shares of common stock purchased upon the exercise of
the Option shall be issued in the name of Optionee and delivered to the Optionee
as soon as  practicable  following  the  effective  date on which the  Option is
exercised.

6.   ADUSTMENT  ON  RECAPITALIZATION,  MERGER  OR REORGANIZATION.  If  the
outstanding shares of the common stock of Spectrum are subdivided, consolidated,
increased,  decreased,  changed into or exchanged for a different number or kind
of  shares  or   securities   of  Spectrum   through   reorganization,   merger,

<PAGE>


recapitalization,  reclassification,  capital  adjustment  or  otherwise,  or if
Spectrum shall issue common stock as a dividend or upon a stock split,  then the
number of shares  subject to the  unexercised  portion of this  Option  shall be
appropriately  adjusted  by the  Board  of  Directors.  Any such  adjustment  on
outstanding  Options shall be made without  change in the total  exercise  price
applicable  to the  unexercised  portion  of the  Option.  If, in the event of a
merger or  consolidation,  Spectrum is not the  surviving  corporation,  and the
event that the  Agreement  of Merger or  Consolidation  does not provide for the
substitution  of a new option for this  Option,  or for the  assumption  of this
Option  by the  surviving  corporation,  or in the event of the  dissolution  or
liquidation of Spectrum,  the Optionee shall have the right immediately prior to
the effective date of such merger, consolidation, dissolution or liquidation, to
exercise this Option in whole or in part,  provided,  however,  that this Option
shall  not be  exercisable  in whole  or in part  later  than the date  noted in
paragraph 2 above.  Any adjustments  made pursuant to this section shall be made
by the Board of  Directors  of  Spectrum,  whose  good  faith  determination  in
compliance with Delaware law, as to what adjustment shall be made and the extent
thereof,  shall be final,  binding and  conclusive.  In computing any adjustment
hereunder,  any  fractional  share which might  otherwise  become  subject to an
Option shall be eliminated.


SPECTRUM INFORMATION TECHNOLOGIES, INC


By:/s/Donald Amoruso                                                  
      Donald Amoruso, Chairman, CEO & President


OPTIONEE


/s/Christopher Graham                                                  
  Christopher Graham




























                                        2

<PAGE>

                                  Exhibit 99.6

                             STOCK OPTION AGREEMENT

     This STOCK OPTION AGREEMENT is made as of this 11th day of December,  1998,
by and between Spectrum  Information  Technologies,  Inc. a Delaware Corporation
("Spectrum") and Salvatore Marino (the "Optionee").

     WHEREAS,  Spectrum  and Optionee  have entered into a Settlement  Agreement
dated December 11, 1998  providing for the settlement of certain  obligations of
the  Company  to  Optionee  in  exchange  for good and  valuable  consideration,
including  the  issuance of the option to purchase  common  stock of Spectrum as
described herein.

     NOW,  THEREFORE,  in  consideration  of the payment  described,  the mutual
covenants  hereinafter set forth and for other good and valuable  consideration,
the parties hereto agree as follows:

1.   GRANT OF OPTION.  Spectrum hereby  grants to the  Optionee  the right and  
option  (hereafter  called  the  "Option"),  to  purchase  all or any part of an
aggregate of 51,214 shares of Spectrum common stock, par value $0.001 per share,
on the terms and conditions  set forth herein.  This grant is made pursuant to a
resolution  of the Company's  Board of Directors  duly adopted at its meeting on
December 10, 1998.

2.   EXERCISE PRICE AND EXPIRATION. The exercise price and the expiration dates
of this Option shall be as follows:

Number of Shares              Exercise Price                Expiration Date

51,214                        $0.35 per share               December 11, 2003

3.   DURATION. The Option granted hereby shall become exercisable upon issuance
of this  Agreement and shall remain  exercisable at the stated price through the
expiration date set forth above.  To facilitate  partial  transfer,  exercise or
sale, this Option may be subdivided into options in smaller  denominations  upon
Optionee's request in writing from time to time.

4.   NO RESTRICTION:  REGISTRATION.  This  Option and  the underlying  shares
detailed  above are free of any  restrictions  on transfer  by any means,  or on
exercise or sale by Optionee or transferee,  except for any  restrictions  under
applicable  securities  law. The Company  shall use its best efforts to register
such option  issuances  pursuant  to a  Registration  Statement  on Form S-8 (if
available) as soon as possible  after the date hereof,  but agrees that it shall
file the  Registration  Statement within fifteen (15) days from the date of this
Agreement. All underlying shares to this Option have been previously authorized,
are  unissued,  and are set aside for the  purpose  of  issuance  upon  exercise
hereof,  in whole or in part, at any time or from time to time.  Optionee hereby
agrees  that it will not sell,  assign,  or transfer  the Option and  underlying
shares  following  exercise  unless they are registered  under the Act and under
applicable state securities laws or an exemption from such  registration is then
available, according to a legal opinion reasonably acceptable to the Company.

5.   MANNER OF EXERCISE OF OPTION.  This Option may be  exercised,  subject to 
the terms and conditions  contained herein, by delivering  written notice to the
Chief Executive Officer or President or Chief Accounting Officer of Spectrum, at
its principal office no less than three days in advance of the proposed exercise
date.  Such  notice  shall  specify  the  number of shares of common  stock with
respect to which the Option is being  exercised  and the  effective  date of the
proposed  exercise  and shall be signed by the  Optionee.  The  notice  shall be
accompanied by a certified  check or cash in the amount of the aggregate  option
exercise  price for such number of shares.  In no event shall stock be issued or
certificates  be  delivered  until  full  payment  shall have been  received  by
Spectrum as to such exercise or partial  exercise,  nor shall  Optionee have any
right  or  status  as a  shareholder  of such  underlying  shares  prior to such
exercise. Certificates for shares of common stock purchased upon the exercise of
the Option shall be issued in the name of Optionee and delivered to the Optionee
as soon as  practicable  following  the  effective  date on which the  Option is
exercised.

6.   ADUSTMENT  ON  RECAPITALIZATION,  MERGER  OR  REORGANIZATION.  If  the 
outstanding shares of the common stock of Spectrum are subdivided, consolidated,
increased,  decreased,  changed into or exchanged for a different number or kind
of  shares  or   securities   of  Spectrum   through   reorganization,   merger,

<PAGE>


recapitalization,  reclassification,  capital  adjustment  or  otherwise,  or if
Spectrum shall issue common stock as a dividend or upon a stock split,  then the
number of shares  subject to the  unexercised  portion of this  Option  shall be
appropriately  adjusted  by the  Board  of  Directors.  Any such  adjustment  on
outstanding  Options shall be made without  change in the total  exercise  price
applicable  to the  unexercised  portion  of the  Option.  If, in the event of a
merger or  consolidation,  Spectrum is not the  surviving  corporation,  and the
event that the  Agreement  of Merger or  Consolidation  does not provide for the
substitution  of a new option for this  Option,  or for the  assumption  of this
Option  by the  surviving  corporation,  or in the event of the  dissolution  or
liquidation of Spectrum,  the Optionee shall have the right immediately prior to
the effective date of such merger, consolidation, dissolution or liquidation, to
exercise this Option in whole or in part,  provided,  however,  that this Option
shall  not be  exercisable  in whole  or in part  later  than the date  noted in
paragraph 2 above.  Any adjustments  made pursuant to this section shall be made
by the Board of  Directors  of  Spectrum,  whose  good  faith  determination  in
compliance with Delaware law, as to what adjustment shall be made and the extent
thereof,  shall be final,  binding and  conclusive.  In computing any adjustment
hereunder,  any  fractional  share which might  otherwise  become  subject to an
Option shall be eliminated.


SPECTRUM INFORMATION TECHNOLOGIES, INC


By:/s/Donald Amoruso                                                  
   Donald Amoruso, Chairman, CEO & President


OPTIONEE


/s/Salvatore Marino                                                    
   Salvatore Marino




























                                        2
<PAGE>


                                  Exhibit 99.7

                             STOCK OPTION AGREEMENT

     This STOCK OPTION AGREEMENT is made as of this 11th day of December,  1998,
by and between Spectrum  Information  Technologies,  Inc. a Delaware Corporation
("Spectrum") and Barry Hintze (the "Optionee").

     WHEREAS,  Spectrum  and Optionee  have entered into a Settlement  Agreement
dated December 11, 1998  providing for the settlement of certain  obligations of
the  Company  to  Optionee  in  exchange  for good and  valuable  consideration,
including  the  issuance of the option to purchase  common  stock of Spectrum as
described herein.

     NOW,  THEREFORE,  in  consideration  of the payment  described,  the mutual
covenants  hereinafter set forth and for other good and valuable  consideration,
the parties hereto agree as follows:

1.   GRANT OF OPTION.  Spectrum hereby  grants to  the Optionee  the right  and
option  (hereafter  called  the  "Option"),  to  purchase  all or any part of an
aggregate of 52,039 shares of Spectrum common stock, par value $0.001 per share,
on the terms and conditions  set forth herein.  This grant is made pursuant to a
resolution  of the Company's  Board of Directors  duly adopted at its meeting on
December 10, 1998.

2.   EXERCISE PRICE AND EXPIRATION. The exercise price and the expiration dates
of this Option shall be as follows:

Number of Shares           Exercise Price            Expiration Date

52,039                     $0.35 per share           December 11, 2003

3.   DURATION. The Option granted hereby shall become exercisable upon issuance
of this  Agreement and shall remain  exercisable at the stated price through the
expiration date set forth above.  To facilitate  partial  transfer,  exercise or
sale, this Option may be subdivided into options in smaller  denominations  upon
Optionee's request in writing from time to time.

4.   NO RESTRICTION:  REGISTRATION. This Option  and  the underlying  shares
detailed  above are free of any  restrictions  on transfer  by any means,  or on
exercise or sale by Optionee or transferee,  except for any  restrictions  under
applicable  securities  law. The Company  shall use its best efforts to register
such option  issuances  pursuant  to a  Registration  Statement  on Form S-8 (if
available) as soon as possible  after the date hereof,  but agrees that it shall
file the  Registration  Statement within fifteen (15) days from the date of this
Agreement. All underlying shares to this Option have been previously authorized,
are  unissued,  and are set aside for the  purpose  of  issuance  upon  exercise
hereof,  in whole or in part, at any time or from time to time.  Optionee hereby
agrees  that it will not sell,  assign,  or transfer  the Option and  underlying
shares  following  exercise  unless they are registered  under the Act and under
applicable state securities laws or an exemption from such  registration is then
available, according to a legal opinion reasonably acceptable to the Company.

5.   MANNER OF EXERCISE OF OPTION.  This Option may be  exercised,  subject to 
the terms and conditions  contained herein, by delivering  written notice to the
Chief Executive Officer or President or Chief Accounting Officer of Spectrum, at
its principal office no less than three days in advance of the proposed exercise
date.  Such  notice  shall  specify  the  number of shares of common  stock with
respect to which the Option is being  exercised  and the  effective  date of the
proposed  exercise  and shall be signed by the  Optionee.  The  notice  shall be
accompanied by a certified  check or cash in the amount of the aggregate  option
exercise  price for such number of shares.  In no event shall stock be issued or
certificates  be  delivered  until  full  payment  shall have been  received  by
Spectrum as to such exercise or partial  exercise,  nor shall  Optionee have any
right  or  status  as a  shareholder  of such  underlying  shares  prior to such
exercise. Certificates for shares of common stock purchased upon the exercise of
the Option shall be issued in the name of Optionee and delivered to the Optionee
as soon as  practicable  following  the  effective  date on which the  Option is
exercised.

6.   ADUSTMENT ON  RECAPITALIZATION,  MERGER OR REORGANIZATION.  If  the
outstanding shares of the common stock of Spectrum are subdivided, consolidated,
increased,  decreased,  changed into or exchanged for a different number or kind
of  shares  or   securities   of  Spectrum   through   reorganization,   merger,

<PAGE>


recapitalization,  reclassification,  capital  adjustment  or  otherwise,  or if
Spectrum shall issue common stock as a dividend or upon a stock split,  then the
number of shares  subject to the  unexercised  portion of this  Option  shall be
appropriately  adjusted  by the  Board  of  Directors.  Any such  adjustment  on
outstanding  Options shall be made without  change in the total  exercise  price
applicable  to the  unexercised  portion  of the  Option.  If, in the event of a
merger or  consolidation,  Spectrum is not the  surviving  corporation,  and the
event that the  Agreement  of Merger or  Consolidation  does not provide for the
substitution  of a new option for this  Option,  or for the  assumption  of this
Option  by the  surviving  corporation,  or in the event of the  dissolution  or
liquidation of Spectrum,  the Optionee shall have the right immediately prior to
the effective date of such merger, consolidation, dissolution or liquidation, to
exercise this Option in whole or in part,  provided,  however,  that this Option
shall  not be  exercisable  in whole  or in part  later  than the date  noted in
paragraph 2 above.  Any adjustments  made pursuant to this section shall be made
by the Board of  Directors  of  Spectrum,  whose  good  faith  determination  in
compliance with Delaware law, as to what adjustment shall be made and the extent
thereof,  shall be final,  binding and  conclusive.  In computing any adjustment
hereunder,  any  fractional  share which might  otherwise  become  subject to an
Option shall be eliminated.


SPECTRUM INFORMATION TECHNOLOGIES, INC


By:/s/Donald Amoruso                                                  
   Donald Amoruso, Chairman, CEO & President


OPTIONEE


/s/Barry Hintze                                                              
   Barry Hintze




























                                        2
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 62084}]
{"company-data": {"conformed-name": "SPECTRUM INFORMATION TECHNOLOGIES INC", "cik": "0000812551", "assigned-sic": "7363", "irs-number": "751940923", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-74429", "film-number": "99565392"}, "business-address": {"street1": "2700 WESTCHESTER AVE", "city": "PURCHASE", "state": "NY", "zip": "10577", "phone": "9142511800"}, "mail-address": {"street1": "2700 WESTCHESTER AVE", "city": "PURCHASE", "state": "NY", "zip": "10577"}, "former-company": [{"former-conformed-name": "SPECTRUM CELLULAR CORP", "date-changed": "19890925"}, {"former-conformed-name": "SPECTRUM CELLULAR COMMUNICATIONS CORP", "date-changed": "19870715"}]}
As filed with the Securities and Exchange Commission [         ]
                                                 Registration No. 33-[       ]
                                                                               

                       Securities and Exchange Commission
                             Washington, D.C. 20549
                             _______________________
                                    Form S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                            _________________________
                     Spectrum Information Technologies, Inc.
             (Exact name of registrant as specified in its charter)

         Delaware                                       75-1940923
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                          Identification No.)

P.O. Box 1006                                            10268-1006
New York, New York                                       (Zip Code)
(Address of Principal Executive
         Offices)

                               Lawrence M. Powers
                                  P.O. Box 1006
                             New York, NY 10268-1006

                                 (914) 251-1800
                          (Name, address and telephone
                          number of agent for service)

                                    Copy to:

                             Frederic M. Tudor, Esq.
                Sills Cummis Radin Tischman Epstein & Gross, P.A.
                              One Riverfront Plaza
                          Newark, New Jersey 07102-5400
                                 (973) 643-7000

                         CALCULATION OF REGISTRATION FEE

------------------------ ----------------- ----------------- ------------------
Proposed           Proposed
                                               Maximum             Maximum
  Title of Securities      Amount to be     Offering Price        Aggregate           Amount of
   to be registered         registered      Per Share (3)    Offering Price (3)   Registration Fee
                              (1)(2)
------------------------ ----------------- ----------------- -------------------- ------------------
   Common Stock, par         300,000             $.35             $105,000             $31.82
   value $.001 (the
      "Shares")
------------------------ ----------------- ----------------- -------------------- ------------------
(1)  Represents  aggregate  number  of  shares of  Common  Stock  issuable  upon
     exercise of all Stock Options described herein.
(2)  Subject to adjustment in the event of any change in the number of shares of
     Common  Stock  outstanding  by  reason  of any  stock  dividend  or  split,
     recapitalization,  merger, consolidation,  combination, reclassification or
     similar  corporate change or extraordinary  stock event,  including without
     limitation a stock split, reverse stock split or stock dividend
(3)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
     pursuant to Rule 457(h).

                            Page 1 of 6
                        Exhibit Index appears on page 6
Part 1

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The documents  containing the information  specified in this Part I will be
sent or given to participants  as specified by Rule  428(b)(1).  These documents
and the  documents  incorporated  by  reference  in the  registration  statement
pursuant  to Item 3 of  Part  II of this  form,  taken  together,  constitute  a
prospectus that meets the requirements of Section 10(a) of the Securities Act of
1933, as amended.

                                     Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

     The  following   documents   heretofore   filed  by  Spectrum   Information
Technologies,  Inc. (the"Company" or the "Registrant")  with the Securities and
Exchange  Commission (the "Commission") are hereby  incorporated by reference in
this Registration Statement:

     (a) The  Company's  Annual  Report on Form 10-K for the  fiscal  year ended
March 31, 1998 and the Company's  Quarterly  Report on Form 10-Q for the quarter
ended December 31, 1998.

     (b)  The  description  of  the  Company's  common  stock  contained  in its
Registration Statement on Form 10, dated April 10, 1987 (File No. 015596), filed
with the  Commission  pursuant to Section  12(g) of the  Exchange  Act,  and any
amendment  or  report  filed  for the  purpose  of  updating  such  information,
including  the  description  of the  Company's  common  stock  contained  in the
Disclosure  Statement  (including  exhibits thereto) filed as Exhibit 5.1 to the
Company's Current Report on Form 8-K dated March 14, 1996.

     All documents  hereafter  filed by the Company  pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to
the  filing  of a  post-effective  amendment  hereto  which  indicates  that all
securities  have been sold or which  deregisters  all securities  then remaining
unsold,  shall be deemed to be  incorporated  by reference in this  registration
statement and to be part hereof from the date of filing of such documents.

Item 4. Description of Securities

     Not applicable.

Item 5. Interests of Named Experts and Counsel

     Steven E. Gross,  a partner in the law firm of Sills Cummis Radin  Tischman
Epstein & Gross,  P.A.,  which has  rendered an opinion in  connection  with the
shares  offered  pursuant to the Plan,  holds  250,000  shares of the  Company's
common  stock and also holds an option  exercisable  for the  purchase  of up to
150,000  shares of the Company's  common stock at an exercise price of $0.15 per
share,  exercisable  between  December 21, 1999 and December 21, 2003.  His son,
Jason  Gross,  a lawyer in private  practice in New York,  New York,  also holds
250,000 shares of the Company's  common stock and an option  exercisable for the
purchase of up to 150,000  shares of the  Company's  common stock at an exercise
price of $0.15 per share, exercisable between December 21, 1999 and December 21,
2003.

Item 6. Indemnification of Directors and Officers

     The  Registrant  is  incorporated  in  Delaware.  Under  Section 145 of the
General  Corporation  Law of the State of  Delaware  (the  "DGCL"),  a  Delaware
corporation  generally  has the  power  to  indemnify  its  present  and  former
directors,  officers,  employees  and agents  against  expenses and  liabilities
incurred by them in connection with any action, suit or proceeding to which they
are, or are  threatened  to be made, a party by reason of their serving in those
positions  so long as they acted in good faith and in a manner  they  reasonably
believed to be in, or not opposed to, the best  interests  of the  company,  and
with  respect  to any  criminal  action  or  proceeding,  so long as they had no
reasonable  cause to believe their conduct was unlawful.  The statute  expressly

                                   Page 2 of 6
provides that the power to indemnify  authorized thereby is not exclusive of any
rights granted under any bylaw, agreement, vote of stockholders or disinterested
directors, or otherwise.

     The Restated  Certificate of Incorporation of the Company provides that the
Company  shall  indemnify to the full extent  authorized or permitted by law (as
now or hereafter in effect) any person made, or threatened to be made a party or
witness  to any  action,  suit or  proceeding  (whether  civil  or  criminal  or
otherwise) by reason of the fact that he, his testator or intestate, is or was a
director or an officer of the Company or by reason of the fact that such person,
at the  request  of  the  Company,  is or was  serving  any  other  corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise, in
any capacity.  The Restated  Certificate of Incorporation  further provides that
nothing  contained in such provision shall affect any rights to  indemnification
to which employees other than directors and officers may be entitled by law, and
that no amendment or repeal of such provision  shall apply to or have any effect
on any right to indemnification provided pursuant to such provision with respect
to any acts or omissions occurring prior to such amendment or repeal.
 
     In accordance with Section 102(b)(7) of the DGCL, the Restated  Certificate
of  Incorporation  of the  Registrant  provides that directors of the Registrant
shall  not be  personally  liable  to the  Registrant  or its  stockholders  for
monetary damages for any breach of fiduciary duty as a director,  except (i) for
any  breach  of  the  director's  duty  of  loyalty  to the  corporation  or its
stockholders,  (ii) for acts or  omissions  not in good  faith or which  involve
intentional  misconduct or a knowing violation of law, (iii) pursuant to Section
174 (relating to liability for  unauthorized  acquisitions or redemptions of, or
dividends  on,  capital  stock) of the DGCL, or (iv) for any  transactions  from
which any such director derived an improper personal benefit.

     The Registrant had entered into separate indemnity  agreements with certain
of its former executive officers and employees (the  "Indemnitees")  under which
the Registrant will, upon proper request of the Indemnitee, indemnify him if the
Indemnitee  is a party to or is threatened to be made a party to or is otherwise
involved  in any  action,  suit or  proceeding  by  reason  of the fact that the
Indemnitee is or was director,  officer,  employee or agent of the Registrant or
is or was  serving at the  request of the  Registrant  as a  director,  officer,
employee or agent of another corporation,  partnership,  joint venture, trust or
other enterprise, against all expenses, judgments, fines and penalties, actually
and  reasonably  incurred by the  Indemnitee in  connection  with the defense or
settlement of any of such proceedings.  Such right shall be a contract right and
shall  include  the  right to be paid by the  Registrant  expenses  incurred  in
defending  any such  proceeding in advance of its final  disposition;  provided,
however,  that the payment of such  expenses  incurred by the  Indemnitee in his
capacity  as a  director  or  officer  (and not in any other  capacity  in which
service  was or is  rendered  by an  Indemnitee  while a  director  or  officer,
including,  without limitation,  service to an employee benefit plan) in advance
of the final  disposition of such  proceeding will be paid only upon delivery to
the Registrant of an undertaking,  by or on behalf of the  Indemnitee,  to repay
all  amounts  so  advanced  if it  should  be  determined  ultimately  that  the
Indemnitee is not entitled to be indemnified under this section or otherwise.

     The preceding  discussion of the Restated  Certificate of  Incorporation of
the Registrant and the DGCL is not intended to be exhaustive and is qualified in
its entirety by reference to the complete  texts of the Restated  Certificate of
Incorporation of the Registrant and to the DGCL.

Item 7. Exemption from Registration Claimed

     Not applicable.

Item 8. Exhibits

     The following are filed as exhibits to this Registration Statement:

Exhibits

4.1  Restated  Certificate of  Incorporation  of the Company is  incorporated by
     reference to Exhibit 4.1 of the Registrant's Registration Statement on Form
     S-8 filed on March 31, 1997.

4.2  Restated Bylaws of the Company are incorporated by reference to Exhibit 5.1
     of the Registrant's Current Report on Form 8-K dated March 14, 1996.

5.1  Opinion of Sills Cummis Radin Tischman  Epstein & Gross,  P.A.

                                  Page 3 of 6
24.1 Consent of BDO Seidman, LLP
24.2 Consent of Sills Cummis Radin Tischman Epstein & Gross,  P.A.  (included in
     Exhibit 5.1)
99.1 Stock  Purchase  Agreement  between the  Registrant  and Powers & Co. dated
     December 11, 1998 is incorporated by reference to the Registrant's  Current
     Report on Form 8-K dated  December  17, 1998. 
99.2 Stock Option  Agreement
     between the Registrant and Donald J. Amoruso dated December 11, 1998. 
99.3 Stock Option Agreement  between the Registrant and Richard F. duFosse dated
     December 11, 1998.
99.4 Stock Option  Agreement  between the Registrant  and Mikhail  Drabkin dated
     December 11, 1998.
99.5 Stock Option  Agreement  between the Registrant  and  Christopher M. Graham
     dated December 11, 1998.
99.6 Stock Option Agreement  between the Registrant and Salvatore T. Marino
     dated December 11, 1998. 
99.7 Stock Option Agreement between the Registrant
     and Barry J. Hintze dated December 11, 1998.

Item 9. Undertakings

     (a)  The undersigned registrant hereby undertakes:

          (1)  To file, during  any  period in which  offers or sales are being
made, a post-effective amendment to this registration statement:

               (i)  To  include  any  prospectus  required  by  Section  10(a)
(3) of  the Securities Act of 1933;

               (ii) To reflect  in the  prospectus  any facts or events  arising
after the effective date of the registration statement (or the most recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represent a fundamental  change in the information set forth in the registration
statement;

               (iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement; PROVIDED,
HOWEVER, that  paragraphs  (a)(1)(i)  and  (a)(1)(ii)  do  not  apply  if  the
registration  statement is on Form S-3 or Form S-8 and the information  required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or Section 15(d)
of the Exchange  Act that are  incorporated  by  reference  in the  registration
statement.

          (2)  That, for the purpose of determining any liability under the 
Securities Act of 1933, each such  post-effective  amendment shall  be deemed
to be a new registration  statement  relating to the securities offered therein,
and the  offering  of such  securities  at that  time  shall be deemed to be the
initial BONA FIDE offering thereof.

          (3)  To remove from registration by means of a post-effective  
amendment any of the securities being registered which remain unsold at the
termination of the offering.

     (b)  The undersigned registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15 (d) of the Securities
Exchange Act of 1934 (and, where applicable,  each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the  registration  statement shall be
deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial BONA FIDE offering thereof.

     (c)  Insofar  as  indemnification  for  liabilities  arising  under  the 
Securities Act of 1933 may be permitted to directors, officers and controlling
persons  of the  registrant pursuant to  the  foregoing   provisions,  or
otherwise, the registrant has been advised that in the opinion of the Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for  indemnification  against  such  liabilities  (other than the payment by the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                  Page 4 of 6
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of New York, State of New York, on February 26, 1999.

                                      SPECTRUM INFORMATION TECHNOLOGIES, INC.

                                      By: /s/ Lawrence M. Powers                
                                          Lawrence M. Powers
                                          Chief Executive Officer and
                                          Chairman of the Board

Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this 
registration  statement  has been  signed by the following  persons in the
capacities set forth on February 26, 1999.

       Signature                                     Title

/s/ Lawrence M. Powers                               Director
Lawrence M. Powers

/s/ Jon M. Gerber                                    Director
Jon M. Gerber

/s/ Robert Ingenito                                  Director
Robert Ingenito

/s/ Maurice W. Schonfeld                             Director
Maurice W. Schonfeld

                                

                                   Page 5 of 6
EXHIBIT INDEX

Exhibit No.                       Description                          Page No.

4.1  Restated Certificate of Incorporation of the Company is incorporated by
     reference to Exhibit 4.1 of the Registrant's Registration Statement on Form
     S-8 filed March 31, 1997.

4.2  Restated Bylaws of the Company is incorporated by reference to Exhibit
     5.1 of the Registrant's Current Report on Form 8-K dated March 14, 1996.

5.1  Opinion of Sills Cummis Radin Tischman Epstein & Gross, P.A.

24.1 Consent of BDO Seidman, LLP

24.2 Consent of Sills Cummis Radin Tischman Epstein & Gross,  P.A.  (included in
     Exhibit 5.1)

99.1 Stock  Purchase  Agreement  between the  Registrant  and Powers & Co. dated
     December 11, 1998 is incorporated by reference to the Registrant's  Current
     Report on Form 8-K dated  December  17, 1998.  
99.2 Stock Option  Agreement between the Registrant and Donald J. Amoruso dated
     December 11, 1998.  
99.3 Stock Option Agreement  between the Registrant and Richard F. duFosse dated
     December 11, 1998. 
99.4 Stock Option  Agreement  between the Registrant and Mikhail  Drabkin  dated
     December  11, 1998.  
99.5 Stock  Option  Agreement between the Registrant  and  Christopher M. Graham
     dated December 11, 1998.
99.6 Stock Option Agreement  between the Registrant and Salvatore T. Marino 
     dated December 11, 1998. 
99.7 Stock Option Agreement between the Registrant and Barry J. Hintze dated 
     December 11, 1998.

      

                                   Page 6 of 6
Exhibit 5.1

        [LETTERHEAD OF SILLS CUMMIS RADIN TISCHMAN EPSTEIN & GROSS, P.A.]

                                                            March 15, 1999

Spectrum Information Technologies, Inc.
P.O. Box 1006
New York, NY 10268-1006

Gentlemen:

     Spectrum  Information  Technologies,  Inc.,  a  Delaware  corporation  (the
"Issuer"), has requested our opinion in connection with a Registration Statement
on Form  S-8 (the  "Registration  Statement")  to be filed by it today  with the
Securities and Exchange  Commission (the "Commission")  under the Securities Act
of 1933,  as amended (the "Act"),  relating to 300,000  shares of Common  Stock,
$.001 par value, of Spectrum Information  Technologies,  Inc. to be issued under
the Stock Option Agreements  between the Issuer and six individuals,  each dated
December 11, 1998 (the "Option Agreements").

     We have  examined  and are relying on  originals,  or copies  certified  or
otherwise  identified to our  satisfaction,  of such corporate  records and such
other  instruments,   certificates  and  representations  of  public  officials,
officers and  representatives of the Issuer and such other persons,  and we have
made such  investigations  of law, as we have deemed  appropriate as a basis for
the opinion expressed below.

     Based on the  foregoing,  it is our  opinion  that the  shares of  Spectrum
Information Technologies,  Inc. issuable under the plan are duly authorized and,
when issued in accordance  with the terms of the Option  Agreements at prices in
excess  of the par  value  thereof,  will be  validly  issued,  fully  paid  and
nonassessable.

     We hereby  consent  to the  filing of this  opinion  as an  exhibit  to the
Registration  Statement. By giving such consent, we do not thereby admit that we
are experts with respect to any part of the  Registration  Statement,  including
this exhibit,  within the meaning of the term "expert" as used in the Act or the
rules and regulations of the Commission issued thereunder.

                                           Yours truly,

                                           /s/SILLS CUMMIS RADIN TISCHMAN
                                              EPSTEIN & GROSS, P.A.
Exhibit 24.1

Spectrum Information Technologies, Inc.
New York, NY

We hereby  consent  to the  incorporation  by  reference  and  inclusion  in the
Prospectus  constituting  a part of this  Registration  Statement  of our report
dated June 11,  1998,  relating to the  consolidated  financial  statements  and
schedule of Spectrum Information  Technologies,  Inc. and subsidiaries appearing
in the Company's Annual Report on Form 10-K for the year ended March 31, 1998.

/s/BDO Seidman, LLP

February 26, 1999
Exhibit 99.2

                             STOCK OPTION AGREEMENT

     This STOCK OPTION AGREEMENT is made as of this 11th day of December,  1998,
by and between Spectrum  Information  Technologies,  Inc. a Delaware Corporation
("Spectrum") and Donald Amoruso (the "Optionee").

     WHEREAS,  Spectrum  and Optionee  have entered into a Settlement  Agreement
dated December 11, 1998  providing for the settlement of certain  obligations of
the  Company  to  Optionee  in  exchange  for good and  valuable  consideration,
including  the  issuance of the option to purchase  common  stock of Spectrum as
described herein.

     NOW,  THEREFORE,  in  consideration  of the payment  described,  the mutual
covenants  hereinafter set forth and for other good and valuable  consideration,
the parties hereto agree as follows:

1.   GRANT OF OPTION.  Spectrum hereby grants to the  Optionee  the right and 
option  (hereafter  called  the  "Option"),  to  purchase  all or any part of an
aggregate of 44,914 shares of Spectrum common stock, par value $0.001 per share,
on the terms and conditions  set forth herein.  This grant is made pursuant to a
resolution  of the Company's  Board of Directors  duly adopted at its meeting on
December 10, 1998.

2.   EXERCISE PRICE AND EXPIRATION. The exercise price and the expiration dates
of this Option shall be as follows:

Number of Shares           Exercise Price            Expiration Date

44,914                     $0.35 per share           December 11, 2003

3.   DURATION.  The Option granted hereby shall become exercisable upon issuance
of this  Agreement and shall remain  exercisable at the stated price through the
expiration date set forth above.  To facilitate  partial  transfer,  exercise or
sale, this Option may be subdivided into options in smaller  denominations  upon
Optionee's request in writing from time to time.

4.   NO RESTRICTION:  REGISTRATION. This  Option and  the underlying  shares
detailed above are free of any  restrictions  on transfer by any  means, or on 
exercise or sale by Optionee or transferee,  except for any  restrictions  under
applicable  securities  law. The Company  shall use its best efforts to register
such option  issuances  pursuant  to a  Registration  Statement  on Form S-8 (if
available) as soon as possible  after the date hereof,  but agrees that it shall
file the  Registration  Statement within fifteen (15) days from the date of this
Agreement. All underlying shares to this Option have been previously authorized,
are  unissued,  and are set aside for the  purpose  of  issuance  upon  exercise
hereof,  in whole or in part, at any time or from time to time.  Optionee hereby
agrees  that it will not sell,  assign,  or transfer  the Option and  underlying
shares  following  exercise  unless they are registered  under the Act and under
applicable state securities laws or an exemption from such  registration is then
available, according to a legal opinion reasonably acceptable to the Company.

5.   MANNER OF EXERCISE OF OPTION. This  Option may be  exercised,  subjec  to
the terms and conditions  contained herein, by delivering  written notice to the
Chief Executive Officer or President or Chief Accounting Officer of Spectrum, at
its principal office no less than three days in advance of the proposed exercise
date.  Such  notice  shall  specify  the  number of shares of common  stock with
respect to which the Option is being  exercised  and the  effective  date of the
proposed  exercise  and shall be signed by the  Optionee.  The  notice  shall be
accompanied by a certified  check or cash in the amount of the aggregate  option
exercise  price for such number of shares.  In no event shall stock be issued or
certificates  be  delivered  until  full  payment  shall have been  received  by
Spectrum as to such exercise or partial  exercise,  nor shall  Optionee have any
right  or  status  as a  shareholder  of such  underlying  shares  prior to such
exercise. Certificates for shares of common stock purchased upon the exercise of
the Option shall be issued in the name of Optionee and delivered to the Optionee
as soon as  practicable  following  the  effective  date on which the  Option is
exercised.

6.    ADUSTMENT ON RECAPITALIZATION,  MERGER OR  REORGANIZATION.  If  the 
outstanding shares of the common stock of Spectrum are subdivided, consolidated,
increased,  decreased,  changed into or exchanged for a different number or kind
of  shares  or   securities   of  Spectrum   through   reorganization,   merger,
recapitalization,  reclassification,  capital  adjustment  or  otherwise,  or if
Spectrum shall issue common stock as a dividend or upon a stock split,  then the
number of shares  subject to the  unexercised  portion of this  Option  shall be
appropriately  adjusted  by the  Board  of  Directors.  Any such  adjustment  on
outstanding  Options shall be made without  change in the total  exercise  price
applicable  to the  unexercised  portion  of the  Option.  If, in the event of a
merger or  consolidation,  Spectrum is not the  surviving  corporation,  and the
event that the  Agreement  of Merger or  Consolidation  does not provide for the
substitution  of a new option for this  Option,  or for the  assumption  of this
Option  by the  surviving  corporation,  or in the event of the  dissolution  or
liquidation of Spectrum,  the Optionee shall have the right immediately prior to
the effective date of such merger, consolidation, dissolution or liquidation, to
exercise this Option in whole or in part,  provided,  however,  that this Option
shall  not be  exercisable  in whole  or in part  later  than the date  noted in
paragraph 2 above.  Any adjustments  made pursuant to this section shall be made
by the Board of  Directors  of  Spectrum,  whose  good  faith  determination  in
compliance with Delaware law, as to what adjustment shall be made and the extent
thereof,  shall be final,  binding and  conclusive.  In computing any adjustment
hereunder,  any  fractional  share which might  otherwise  become  subject to an
Option shall be eliminated.

SPECTRUM INFORMATION TECHNOLOGIES, INC

By:/s/Christopher Graham                                              
      Christopher Graham, General Counsel and Vice President

OPTIONEE

/s/Donald Amoruso                                                    
    Donald Amoruso

                                        2
Exhibit 99.3

                             STOCK OPTION AGREEMENT

     This STOCK OPTION AGREEMENT is made as of this 11th day of December,  1998,
by and between Spectrum  Information  Technologies,  Inc. a Delaware Corporation
("Spectrum") and Richard duFosse (the "Optionee").

     WHEREAS,  Spectrum  and Optionee  have entered into a Settlement  Agreement
dated December 11, 1998  providing for the settlement of certain  obligations of
the  Company  to  Optionee  in  exchange  for good and  valuable  consideration,
including  the  issuance of the option to purchase  common  stock of Spectrum as
described herein.

     NOW,  THEREFORE,  in  consideration  of the payment  described,  the mutual
covenants  hereinafter set forth and for other good and valuable  consideration,
the parties hereto agree as follows:

1.   GRANT OF OPTION. Spectrum  hereby  grants to the Optionee  the right  and
option  (hereafter  called  the  "Option"),  to  purchase  all or any part of an
aggregate of 59,281 shares of Spectrum common stock, par value $0.001 per share,
on the terms and conditions  set forth herein.  This grant is made pursuant to a
resolution  of the Company's  Board of Directors  duly adopted at its meeting on
December 10, 1998.

2.   EXERCISE PRICE  AND EXPIRATION. The exercise  price and  the  expiration
dates of this Option shall be as follows:

Number of Shares              Exercise Price                Expiration Date

59,281                        $0.35 per share               December 11, 2003

3.   DURATION. The Option granted hereby shall become exercisable upon issuance
of this  Agreement and shall remain  exercisable at the stated price through the
expiration date set forth above.  To facilitate  partial  transfer,  exercise or
sale, this Option may be subdivided into options in smaller  denominations  upon
Optionee's request in writing from time to time.

4.   NO RESTRICTION:  REGISTRATION. This Option  and  the underlying  shares 
detailed  above are free of any  restrictions  on transfer  by any means,  or on
exercise or sale by Optionee or transferee,  except for any  restrictions  under
applicable  securities  law. The Company  shall use its best efforts to register
such option  issuances  pursuant  to a  Registration  Statement  on Form S-8 (if
available) as soon as possible  after the date hereof,  but agrees that it shall
file the  Registration  Statement within fifteen (15) days from the date of this
Agreement. All underlying shares to this Option have been previously authorized,
are  unissued,  and are set aside for the  purpose  of  issuance  upon  exercise
hereof,  in whole or in part, at any time or from time to time.  Optionee hereby
agrees  that it will not sell,  assign,  or transfer  the Option and  underlying
shares  following  exercise  unless they are registered  under the Act and under
applicable state securities laws or an exemption from such  registration is then
available, according to a legal opinion reasonably acceptable to the Company.

5.   MANNER OF EXERCISE OF OPTION.  This Option may be  exercised,  subject to 
the terms and conditions  contained herein, by delivering  written notice to the
Chief Executive Officer or President or Chief Accounting Officer of Spectrum, at
its principal office no less than three days in advance of the proposed exercise
date.  Such  notice  shall  specify  the  number of shares of common  stock with
respect to which the Option is being  exercised  and the  effective  date of the
proposed  exercise  and shall be signed by the  Optionee.  The  notice  shall be
accompanied by a certified  check or cash in the amount of the aggregate  option
exercise  price for such number of shares.  In no event shall stock be issued or
certificates  be  delivered  until  full  payment  shall have been  received  by
Spectrum as to such exercise or partial  exercise,  nor shall  Optionee have any
right  or  status  as a  shareholder  of such  underlying  shares  prior to such
exercise. Certificates for shares of common stock purchased upon the exercise of
the Option shall be issued in the name of Optionee and delivered to the Optionee
as soon as  practicable  following  the  effective  date on which the  Option is
exercised.

6.   ADUSTMENT  ON  RECAPITALIZATION,  MERGER  OR  REORGANIZATION.  If  the
outstanding shares of the common stock of Spectrum are subdivided, consolidated,
increased,  decreased,  changed into or exchanged for a different number or kind
of  shares  or   securities   of  Spectrum   through   reorganization,   merger,
recapitalization,  reclassification,  capital  adjustment  or  otherwise,  or if
Spectrum shall issue common stock as a dividend or upon a stock split,  then the
number of shares  subject to the  unexercised  portion of this  Option  shall be
appropriately  adjusted  by the  Board  of  Directors.  Any such  adjustment  on
outstanding  Options shall be made without  change in the total  exercise  price
applicable  to the  unexercised  portion  of the  Option.  If, in the event of a
merger or  consolidation,  Spectrum is not the  surviving  corporation,  and the
event that the  Agreement  of Merger or  Consolidation  does not provide for the
substitution  of a new option for this  Option,  or for the  assumption  of this
Option  by the  surviving  corporation,  or in the event of the  dissolution  or
liquidation of Spectrum,  the Optionee shall have the right immediately prior to
the effective date of such merger, consolidation, dissolution or liquidation, to
exercise this Option in whole or in part,  provided,  however,  that this Option
shall  not be  exercisable  in whole  or in part  later  than the date  noted in
paragraph 2 above.  Any adjustments  made pursuant to this section shall be made
by the Board of  Directors  of  Spectrum,  whose  good  faith  determination  in
compliance with Delaware law, as to what adjustment shall be made and the extent
thereof,  shall be final,  binding and  conclusive.  In computing any adjustment
hereunder,  any  fractional  share which might  otherwise  become  subject to an
Option shall be eliminated.

SPECTRUM INFORMATION TECHNOLOGIES, INC

By:/s/Donald Amoruso                                                  
      Donald Amoruso, Chairman, CEO & President

OPTIONEE

/s/Richard duFosse                                                        
   Richard duFosse

                                        2
Exhibit 99.4

                             STOCK OPTION AGREEMENT

     This STOCK OPTION AGREEMENT is made as of this 11th day of December,  1998,
by and between Spectrum  Information  Technologies,  Inc. a Delaware Corporation
("Spectrum") and Mikhail Drabkin (the "Optionee").

     WHEREAS,  Spectrum  and Optionee  have entered into a Settlement  Agreement
dated December 11, 1998  providing for the settlement of certain  obligations of
the  Company  to  Optionee  in  exchange  for good and  valuable  consideration,
including  the  issuance of the option to purchase  common  stock of Spectrum as
described herein.

     NOW,  THEREFORE,  in  consideration  of the payment  described,  the mutual
covenants  hereinafter set forth and for other good and valuable  consideration,
the parties hereto agree as follows:

1.   GRANT OF OPTION.  Spectrum  hereby grants  to the  Optionee  the right and
option  (hereafter  called  the  "Option"),  to  purchase  all or any part of an
aggregate of 47,638 shares of Spectrum common stock, par value $0.001 per share,
on the terms and conditions  set forth herein.  This grant is made pursuant to a
resolution  of the Company's  Board of Directors  duly adopted at its meeting on
December 10, 1998.

2.   EXERCISE PRICE AND EXPIRATION. The exercise price and the expiration dates
of this Option shall be as follows:

Number of Shares           Exercise Price            Expiration Date

47,638                     $0.35 per share           December 11, 2003

3.   DURATION. The Option granted hereby shall become exercisable upon issuance
of this  Agreement and shall remain  exercisable at the stated price through the
expiration date set forth above.  To facilitate  partial  transfer,  exercise or
sale, this Option may be subdivided into options in smaller  denominations  upon
Optionee's request in writing from time to time.

4.   NO RESTRICTION:  REGISTRATION. This Option  and  the  underlying  shares 
detailed  above are free of any  restrictions  on transfer  by any means,  or on
exercise or sale by Optionee or transferee,  except for any  restrictions  under
applicable  securities  law. The Company  shall use its best efforts to register
such option  issuances  pursuant  to a  Registration  Statement  on Form S-8 (if
available) as soon as possible  after the date hereof,  but agrees that it shall
file the  Registration  Statement within fifteen (15) days from the date of this
Agreement. All underlying shares to this Option have been previously authorized,
are  unissued,  and are set aside for the  purpose  of  issuance  upon  exercise
hereof,  in whole or in part, at any time or from time to time.  Optionee hereby
agrees  that it will not sell,  assign,  or transfer  the Option and  underlying
shares  following  exercise  unless they are registered  under the Act and under
applicable state securities laws or an exemption from such  registration is then
available, according to a legal opinion reasonably acceptable to the Company.

5.   MANNER OF EXERCISE OF OPTION.  This Option may be  exercised,  subject to
the terms and conditions  contained herein, by delivering  written notice to the
Chief Executive Officer or President or Chief Accounting Officer of Spectrum, at
its principal office no less than three days in advance of the proposed exercise
date.  Such  notice  shall  specify  the  number of shares of common  stock with
respect to which the Option is being  exercised  and the  effective  date of the
proposed  exercise  and shall be signed by the  Optionee.  The  notice  shall be
accompanied by a certified  check or cash in the amount of the aggregate  option
exercise  price for such number of shares.  In no event shall stock be issued or
certificates  be  delivered  until  full  payment  shall have been  received  by
Spectrum as to such exercise or partial  exercise,  nor shall  Optionee have any
right  or  status  as a  shareholder  of such  underlying  shares  prior to such
exercise. Certificates for shares of common stock purchased upon the exercise of
the Option shall be issued in the name of Optionee and delivered to the Optionee
as soon as  practicable  following  the  effective  date on which the  Option is
exercised.

6.   ADUSTMENT ON  RECAPITALIZATION,  MERGER  OR  REORGANIZATION.  If  the 
outstanding shares of the common stock of Spectrum are subdivided, consolidated,
increased,  decreased,  changed into or exchanged for a different number or kind
of  shares  or   securities   of  Spectrum   through   reorganization,   merger,
recapitalization,  reclassification,  capital  adjustment  or  otherwise,  or if
Spectrum shall issue common stock as a dividend or upon a stock split,  then the
number of shares  subject to the  unexercised  portion of this  Option  shall be
appropriately  adjusted  by the  Board  of  Directors.  Any such  adjustment  on
outstanding  Options shall be made without  change in the total  exercise  price
applicable  to the  unexercised  portion  of the  Option.  If, in the event of a
merger or  consolidation,  Spectrum is not the  surviving  corporation,  and the
event that the  Agreement  of Merger or  Consolidation  does not provide for the
substitution  of a new option for this  Option,  or for the  assumption  of this
Option  by the  surviving  corporation,  or in the event of the  dissolution  or
liquidation of Spectrum,  the Optionee shall have the right immediately prior to
the effective date of such merger, consolidation, dissolution or liquidation, to
exercise this Option in whole or in part,  provided,  however,  that this Option
shall  not be  exercisable  in whole  or in part  later  than the date  noted in
paragraph 2 above.  Any adjustments  made pursuant to this section shall be made
by the Board of  Directors  of  Spectrum,  whose  good  faith  determination  in
compliance with Delaware law, as to what adjustment shall be made and the extent
thereof,  shall be final,  binding and  conclusive.  In computing any adjustment
hereunder,  any  fractional  share which might  otherwise  become  subject to an
Option shall be eliminated.

SPECTRUM INFORMATION TECHNOLOGIES, INC

By:/s/Donald Amoruso                                                  
   Donald Amoruso, Chairman, CEO & President

OPTIONEE

/s/Mikhail Drabkin                                                        
   Mikhail Drabkin

                                        2
Exhibit 99.5

                             STOCK OPTION AGREEMENT

     This STOCK OPTION AGREEMENT is made as of this 11th day of December,  1998,
by and between Spectrum  Information  Technologies,  Inc. a Delaware Corporation
("Spectrum") and Christopher Graham (the "Optionee").

     WHEREAS,  Spectrum  and Optionee  have entered into a Settlement  Agreement
dated December 11, 1998  providing for the settlement of certain  obligations of
the  Company  to  Optionee  in  exchange  for good and  valuable  consideration,
including  the  issuance of the option to purchase  common  stock of Spectrum as
described herein.

NOW, THEREFORE, in consideration of the payment described,  the mutual covenants
hereinafter set forth and for other good and valuable consideration, the parties
hereto agree as follows:

1.   GRANT OF OPTION.  Spectrum hereby grants to  the Optionee the right  and
option  (hereafter  called  the  "Option"),  to  purchase  all or any part of an
aggregate of 44,914 shares of Spectrum common stock, par value $0.001 per share,
on the terms and conditions  set forth herein.  This grant is made pursuant to a
resolution  of the Company's  Board of Directors  duly adopted at its meeting on
December 10, 1998.

2.   EXERCISE PRICE AND EXPIRATION. The exercise price and the expiration dates
of this Option shall be as follows:

Number of Shares              Exercise Price                Expiration Date

44,914                        $0.35 per share               December 11, 2003

3.   DURATION. The Option granted hereby shall become exercisable upon issuance
of this  Agreement and shall remain  exercisable at the stated price through the
expiration date set forth above.  To facilitate  partial  transfer,  exercise or
sale, this Option may be subdivided into options in smaller  denominations  upon
Optionee's request in writing from time to time.

4.   NO RESTRICTION:  REGISTRATION. This  Option and the  underlying  shares
detailed  above are free of any  restrictions  on transfer  by any means,  or on
exercise or sale by Optionee or transferee,  except for any  restrictions  under
applicable  securities  law. The Company  shall use its best efforts to register
such option  issuances  pursuant  to a  Registration  Statement  on Form S-8 (if
available) as soon as possible  after the date hereof,  but agrees that it shall
file the  Registration  Statement within fifteen (15) days from the date of this
Agreement. All underlying shares to this Option have been previously authorized,
are  unissued,  and are set aside for the  purpose  of  issuance  upon  exercise
hereof,  in whole or in part, at any time or from time to time.  Optionee hereby
agrees  that it will not sell,  assign,  or transfer  the Option and  underlying
shares  following  exercise  unless they are registered  under the Act and under
applicable state securities laws or an exemption from such  registration is then
available, according to a legal opinion reasonably acceptable to the Company.

5.   MANNER OF EXERCISE OF OPTION.  This Option may be  exercised,  subject to
the terms and conditions  contained herein, by delivering  written notice to the
Chief Executive Officer or President or Chief Accounting Officer of Spectrum, at
its principal office no less than three days in advance of the proposed exercise
date.  Such  notice  shall  specify  the  number of shares of common  stock with
respect to which the Option is being  exercised  and the  effective  date of the
proposed  exercise  and shall be signed by the  Optionee.  The  notice  shall be
accompanied by a certified  check or cash in the amount of the aggregate  option
exercise  price for such number of shares.  In no event shall stock be issued or
certificates  be  delivered  until  full  payment  shall have been  received  by
Spectrum as to such exercise or partial  exercise,  nor shall  Optionee have any
right  or  status  as a  shareholder  of such  underlying  shares  prior to such
exercise. Certificates for shares of common stock purchased upon the exercise of
the Option shall be issued in the name of Optionee and delivered to the Optionee
as soon as  practicable  following  the  effective  date on which the  Option is
exercised.

6.   ADUSTMENT  ON  RECAPITALIZATION,  MERGER  OR REORGANIZATION.  If  the
outstanding shares of the common stock of Spectrum are subdivided, consolidated,
increased,  decreased,  changed into or exchanged for a different number or kind
of  shares  or   securities   of  Spectrum   through   reorganization,   merger,
recapitalization,  reclassification,  capital  adjustment  or  otherwise,  or if
Spectrum shall issue common stock as a dividend or upon a stock split,  then the
number of shares  subject to the  unexercised  portion of this  Option  shall be
appropriately  adjusted  by the  Board  of  Directors.  Any such  adjustment  on
outstanding  Options shall be made without  change in the total  exercise  price
applicable  to the  unexercised  portion  of the  Option.  If, in the event of a
merger or  consolidation,  Spectrum is not the  surviving  corporation,  and the
event that the  Agreement  of Merger or  Consolidation  does not provide for the
substitution  of a new option for this  Option,  or for the  assumption  of this
Option  by the  surviving  corporation,  or in the event of the  dissolution  or
liquidation of Spectrum,  the Optionee shall have the right immediately prior to
the effective date of such merger, consolidation, dissolution or liquidation, to
exercise this Option in whole or in part,  provided,  however,  that this Option
shall  not be  exercisable  in whole  or in part  later  than the date  noted in
paragraph 2 above.  Any adjustments  made pursuant to this section shall be made
by the Board of  Directors  of  Spectrum,  whose  good  faith  determination  in
compliance with Delaware law, as to what adjustment shall be made and the extent
thereof,  shall be final,  binding and  conclusive.  In computing any adjustment
hereunder,  any  fractional  share which might  otherwise  become  subject to an
Option shall be eliminated.

SPECTRUM INFORMATION TECHNOLOGIES, INC

By:/s/Donald Amoruso                                                  
      Donald Amoruso, Chairman, CEO & President

OPTIONEE

/s/Christopher Graham                                                  
  Christopher Graham

                                        2
Exhibit 99.6

                             STOCK OPTION AGREEMENT

     This STOCK OPTION AGREEMENT is made as of this 11th day of December,  1998,
by and between Spectrum  Information  Technologies,  Inc. a Delaware Corporation
("Spectrum") and Salvatore Marino (the "Optionee").

     WHEREAS,  Spectrum  and Optionee  have entered into a Settlement  Agreement
dated December 11, 1998  providing for the settlement of certain  obligations of
the  Company  to  Optionee  in  exchange  for good and  valuable  consideration,
including  the  issuance of the option to purchase  common  stock of Spectrum as
described herein.

     NOW,  THEREFORE,  in  consideration  of the payment  described,  the mutual
covenants  hereinafter set forth and for other good and valuable  consideration,
the parties hereto agree as follows:

1.   GRANT OF OPTION.  Spectrum hereby  grants to the  Optionee  the right and  
option  (hereafter  called  the  "Option"),  to  purchase  all or any part of an
aggregate of 51,214 shares of Spectrum common stock, par value $0.001 per share,
on the terms and conditions  set forth herein.  This grant is made pursuant to a
resolution  of the Company's  Board of Directors  duly adopted at its meeting on
December 10, 1998.

2.   EXERCISE PRICE AND EXPIRATION. The exercise price and the expiration dates
of this Option shall be as follows:

Number of Shares              Exercise Price                Expiration Date

51,214                        $0.35 per share               December 11, 2003

3.   DURATION. The Option granted hereby shall become exercisable upon issuance
of this  Agreement and shall remain  exercisable at the stated price through the
expiration date set forth above.  To facilitate  partial  transfer,  exercise or
sale, this Option may be subdivided into options in smaller  denominations  upon
Optionee's request in writing from time to time.

4.   NO RESTRICTION:  REGISTRATION.  This  Option and  the underlying  shares
detailed  above are free of any  restrictions  on transfer  by any means,  or on
exercise or sale by Optionee or transferee,  except for any  restrictions  under
applicable  securities  law. The Company  shall use its best efforts to register
such option  issuances  pursuant  to a  Registration  Statement  on Form S-8 (if
available) as soon as possible  after the date hereof,  but agrees that it shall
file the  Registration  Statement within fifteen (15) days from the date of this
Agreement. All underlying shares to this Option have been previously authorized,
are  unissued,  and are set aside for the  purpose  of  issuance  upon  exercise
hereof,  in whole or in part, at any time or from time to time.  Optionee hereby
agrees  that it will not sell,  assign,  or transfer  the Option and  underlying
shares  following  exercise  unless they are registered  under the Act and under
applicable state securities laws or an exemption from such  registration is then
available, according to a legal opinion reasonably acceptable to the Company.

5.   MANNER OF EXERCISE OF OPTION.  This Option may be  exercised,  subject to 
the terms and conditions  contained herein, by delivering  written notice to the
Chief Executive Officer or President or Chief Accounting Officer of Spectrum, at
its principal office no less than three days in advance of the proposed exercise
date.  Such  notice  shall  specify  the  number of shares of common  stock with
respect to which the Option is being  exercised  and the  effective  date of the
proposed  exercise  and shall be signed by the  Optionee.  The  notice  shall be
accompanied by a certified  check or cash in the amount of the aggregate  option
exercise  price for such number of shares.  In no event shall stock be issued or
certificates  be  delivered  until  full  payment  shall have been  received  by
Spectrum as to such exercise or partial  exercise,  nor shall  Optionee have any
right  or  status  as a  shareholder  of such  underlying  shares  prior to such
exercise. Certificates for shares of common stock purchased upon the exercise of
the Option shall be issued in the name of Optionee and delivered to the Optionee
as soon as  practicable  following  the  effective  date on which the  Option is
exercised.

6.   ADUSTMENT  ON  RECAPITALIZATION,  MERGER  OR  REORGANIZATION.  If  the 
outstanding shares of the common stock of Spectrum are subdivided, consolidated,
increased,  decreased,  changed into or exchanged for a different number or kind
of  shares  or   securities   of  Spectrum   through   reorganization,   merger,
recapitalization,  reclassification,  capital  adjustment  or  otherwise,  or if
Spectrum shall issue common stock as a dividend or upon a stock split,  then the
number of shares  subject to the  unexercised  portion of this  Option  shall be
appropriately  adjusted  by the  Board  of  Directors.  Any such  adjustment  on
outstanding  Options shall be made without  change in the total  exercise  price
applicable  to the  unexercised  portion  of the  Option.  If, in the event of a
merger or  consolidation,  Spectrum is not the  surviving  corporation,  and the
event that the  Agreement  of Merger or  Consolidation  does not provide for the
substitution  of a new option for this  Option,  or for the  assumption  of this
Option  by the  surviving  corporation,  or in the event of the  dissolution  or
liquidation of Spectrum,  the Optionee shall have the right immediately prior to
the effective date of such merger, consolidation, dissolution or liquidation, to
exercise this Option in whole or in part,  provided,  however,  that this Option
shall  not be  exercisable  in whole  or in part  later  than the date  noted in
paragraph 2 above.  Any adjustments  made pursuant to this section shall be made
by the Board of  Directors  of  Spectrum,  whose  good  faith  determination  in
compliance with Delaware law, as to what adjustment shall be made and the extent
thereof,  shall be final,  binding and  conclusive.  In computing any adjustment
hereunder,  any  fractional  share which might  otherwise  become  subject to an
Option shall be eliminated.

SPECTRUM INFORMATION TECHNOLOGIES, INC

By:/s/Donald Amoruso                                                  
   Donald Amoruso, Chairman, CEO & President

OPTIONEE

/s/Salvatore Marino                                                    
   Salvatore Marino

                                        2
Exhibit 99.7

                             STOCK OPTION AGREEMENT

     This STOCK OPTION AGREEMENT is made as of this 11th day of December,  1998,
by and between Spectrum  Information  Technologies,  Inc. a Delaware Corporation
("Spectrum") and Barry Hintze (the "Optionee").

     WHEREAS,  Spectrum  and Optionee  have entered into a Settlement  Agreement
dated December 11, 1998  providing for the settlement of certain  obligations of
the  Company  to  Optionee  in  exchange  for good and  valuable  consideration,
including  the  issuance of the option to purchase  common  stock of Spectrum as
described herein.

     NOW,  THEREFORE,  in  consideration  of the payment  described,  the mutual
covenants  hereinafter set forth and for other good and valuable  consideration,
the parties hereto agree as follows:

1.   GRANT OF OPTION.  Spectrum hereby  grants to  the Optionee  the right  and
option  (hereafter  called  the  "Option"),  to  purchase  all or any part of an
aggregate of 52,039 shares of Spectrum common stock, par value $0.001 per share,
on the terms and conditions  set forth herein.  This grant is made pursuant to a
resolution  of the Company's  Board of Directors  duly adopted at its meeting on
December 10, 1998.

2.   EXERCISE PRICE AND EXPIRATION. The exercise price and the expiration dates
of this Option shall be as follows:

Number of Shares           Exercise Price            Expiration Date

52,039                     $0.35 per share           December 11, 2003

3.   DURATION. The Option granted hereby shall become exercisable upon issuance
of this  Agreement and shall remain  exercisable at the stated price through the
expiration date set forth above.  To facilitate  partial  transfer,  exercise or
sale, this Option may be subdivided into options in smaller  denominations  upon
Optionee's request in writing from time to time.

4.   NO RESTRICTION:  REGISTRATION. This Option  and  the underlying  shares
detailed  above are free of any  restrictions  on transfer  by any means,  or on
exercise or sale by Optionee or transferee,  except for any  restrictions  under
applicable  securities  law. The Company  shall use its best efforts to register
such option  issuances  pursuant  to a  Registration  Statement  on Form S-8 (if
available) as soon as possible  after the date hereof,  but agrees that it shall
file the  Registration  Statement within fifteen (15) days from the date of this
Agreement. All underlying shares to this Option have been previously authorized,
are  unissued,  and are set aside for the  purpose  of  issuance  upon  exercise
hereof,  in whole or in part, at any time or from time to time.  Optionee hereby
agrees  that it will not sell,  assign,  or transfer  the Option and  underlying
shares  following  exercise  unless they are registered  under the Act and under
applicable state securities laws or an exemption from such  registration is then
available, according to a legal opinion reasonably acceptable to the Company.

5.   MANNER OF EXERCISE OF OPTION.  This Option may be  exercised,  subject to 
the terms and conditions  contained herein, by delivering  written notice to the
Chief Executive Officer or President or Chief Accounting Officer of Spectrum, at
its principal office no less than three days in advance of the proposed exercise
date.  Such  notice  shall  specify  the  number of shares of common  stock with
respect to which the Option is being  exercised  and the  effective  date of the
proposed  exercise  and shall be signed by the  Optionee.  The  notice  shall be
accompanied by a certified  check or cash in the amount of the aggregate  option
exercise  price for such number of shares.  In no event shall stock be issued or
certificates  be  delivered  until  full  payment  shall have been  received  by
Spectrum as to such exercise or partial  exercise,  nor shall  Optionee have any
right  or  status  as a  shareholder  of such  underlying  shares  prior to such
exercise. Certificates for shares of common stock purchased upon the exercise of
the Option shall be issued in the name of Optionee and delivered to the Optionee
as soon as  practicable  following  the  effective  date on which the  Option is
exercised.

6.   ADUSTMENT ON  RECAPITALIZATION,  MERGER OR REORGANIZATION.  If  the
outstanding shares of the common stock of Spectrum are subdivided, consolidated,
increased,  decreased,  changed into or exchanged for a different number or kind
of  shares  or   securities   of  Spectrum   through   reorganization,   merger,
recapitalization,  reclassification,  capital  adjustment  or  otherwise,  or if
Spectrum shall issue common stock as a dividend or upon a stock split,  then the
number of shares  subject to the  unexercised  portion of this  Option  shall be
appropriately  adjusted  by the  Board  of  Directors.  Any such  adjustment  on
outstanding  Options shall be made without  change in the total  exercise  price
applicable  to the  unexercised  portion  of the  Option.  If, in the event of a
merger or  consolidation,  Spectrum is not the  surviving  corporation,  and the
event that the  Agreement  of Merger or  Consolidation  does not provide for the
substitution  of a new option for this  Option,  or for the  assumption  of this
Option  by the  surviving  corporation,  or in the event of the  dissolution  or
liquidation of Spectrum,  the Optionee shall have the right immediately prior to
the effective date of such merger, consolidation, dissolution or liquidation, to
exercise this Option in whole or in part,  provided,  however,  that this Option
shall  not be  exercisable  in whole  or in part  later  than the date  noted in
paragraph 2 above.  Any adjustments  made pursuant to this section shall be made
by the Board of  Directors  of  Spectrum,  whose  good  faith  determination  in
compliance with Delaware law, as to what adjustment shall be made and the extent
thereof,  shall be final,  binding and  conclusive.  In computing any adjustment
hereunder,  any  fractional  share which might  otherwise  become  subject to an
Option shall be eliminated.

SPECTRUM INFORMATION TECHNOLOGIES, INC

By:/s/Donald Amoruso                                                  
   Donald Amoruso, Chairman, CEO & President

OPTIONEE

/s/Barry Hintze                                                              
   Barry Hintze

                                        2