e-travelserve.com, Inc.

                               AMENDMENT NO. 1 TO
                      YEAR 2000 STOCK AWARD AND OPTION PLAN


Article 3 of the Year 2000 Stock Award and Option Plan (the "Plan") is hereby
amended to read as follows:

3. Shares Available Under the Plan. The stock subject to Options and Stock
Awards shall be shares of the Company's Common Stock, .001 par value (the
"Common Stock"). The total number of shares of Common Stock available under the
Plan shall not exceed in the aggregate 20,000,000 shares, provided, that the
class and aggregate number of shares which may be subject to grant hereunder
shall be subject to adjustment in accordance with the provisions of Paragraph 11
hereof. Such shares may be treasury shares or authorized but unissued shares. If
any outstanding Option or Stock Award expires or is terminated by reason of the
death or severance of employment of the optionee or grantee, the shares of
Common Stock allocable to the unexercised portion of that Option or the
forfeited Stock Award may again be available under the Plan.

All other provisions of the Plan remain unchanged and are hereby ratified and
confirmed in their entirety.