EXHIBIT 99.2

                              CONVERSION AGREEMENT
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     THIS  CONVERSION  AGREEMENT  ("AGREEMENT")  IS ENTERED INTO AS OF MARCH 13,
2000 BY AND BETWEEN DOCPLANET.COM, INC., A COLORADO CORPORATION (THE "COMPANY"),
AND  CHARLES  R.  DRUMMOND  ("MR.  DRUMMOND").

                          W  I  T  N  E  S  S  E  T  H:

     WHEREAS,  IN  THE  PAST, THE COMPANY HAS BORROWED MONEY FROM CERTAIN OF ITS
SHAREHOLDERS,  DIRECTORS  AND  OFFICERS,  INCLUDING  MR. DRUMMOND, THE CHAIRMAN,
CHIEF  EXECUTIVE  OFFICER  AND  TREASURER  OF  THE  COMPANY;  AND

     WHEREAS,  BY  RESOLUTION  DATED DECEMBER 21,1999, THE BOARD OF DIRECTORS OF
THE  COMPANY APPROVED THE CONVERSION OF LOANS FROM DIRECTORS AND OFFICERS OF THE
COMPANY, IN WHOLE OR IN PART, INTO COMMON STOCK, NO PAR VALUE PER SHARE ("COMMON
STOCK"),  OF  THE  COMPANY  AT  $3.00  PER  SHARE;  AND

     WHEREAS,  AS OF FEBRUARY 29, 2000, THE COMPANY WAS INDEBTED TO MR. DRUMMOND
IN  THE  AMOUNT  OF  $6,839,103  (the  "Debt");  and

     WHEREAS,  MR.  DRUMMOND  AND  THE  COMPANY  DESIRE TO CONVERT THE DEBT INTO
COMMON  STOCK  OF  THE  COMPANY.

     NOW,  THEREFORE,  IN CONSIDERATION OF THE FOREGOING RECITALS AND THE MUTUAL
COVENANTS  AND  AGREEMENTS  CONTAINED  HEREIN,  THE  PARTIES  DO HEREBY AGREE AS
FOLLOWS:

     1.     CONVERSION.  THE DEBT SHALL BE CANCELED AND CONVERTED INTO 2,279,701
            ----------
SHARES  OF  COMMON  STOCK  OF  THE  COMPANY  (THE  "CONVERSION").

     2.     EFFECTIVE  DATE.  THE  CONVERSION SHALL BE EFFECTIVE AS OF 7:00 A.M.
            ---------------
(CENTRAL  STANDARD  TIME),  ON  FEBRUARY  29,  2000.

     3.     ENTIRE  AGREEMENT.  THIS  AGREEMENT IS THE PARTIES' ENTIRE AGREEMENT
            -----------------
AND  SUPERSEDES  ALL PRIOR REPRESENTATIONS AND AGREEMENTS, WRITTEN OR ORAL, WITH
RESPECT  TO  THE  SUBJECT  MATTER  HEREOF.

     4.     GOVERNING  LAW.  THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE
            --------------
STATE  OF  TEXAS.



     IN  WITNESS  WHEREOF,  THE  PARTIES HAVE ENTERED INTO THIS AGREEMENT ON THE
DATE  FIRST  WRITTEN  ABOVE.


                                                 DOCPLANET.COM,  INC.


                                                 BY:
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NAME:
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                                                 TITLE:
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                                                 ------------------------------
                                                  CHARLES  R.  DRUMMOND,  IN HIS
                                                  INDIVIDUAL CAPACITY