CONSUMER NET MARKETPLACE, INC.
STOCK OPTION PLAN
FOR DIRECTORS AND EMPLOYEES OF AND KEY CONSULTANTS TO

CONSUMER NET MARKETPLACE, INC.

1. PURPOSE. The purpose of this Stock Option Plan is to promote the
interests of Consumer Net Marketplace, Inc. ("Company") and its
shareholders by enabling it to offer stock options to better attract,
retain, and reward directors and employees of and key consultants to the
Company and any other future subsidiaries that may qualify under the terms
of this Plan. The goal is to strengthen the mutuality of interests between
those persons and the shareholders of the Company by providing those
persons with a proprietary interest in pursuing the Company's long term
growth and financial success.

2. DEFINITIONS. For purposes of this Plan, the following terms shall have
the meanings set forth below.

(a) "Board" means the Board of Directors of Consumer Net Marketplace,
Inc.

(b) "Code" means the Internal Revenue Code of 1986, as amended.
Reference to any specific section of the Code shall be deemed to be a
reference to any successor provision of the Code.

(d) "Common Stock" means the common stock of the Company or any
security issued in substitution, exchange, or in lieu thereof.

(e) "Company" means Consumer Net Marketplace, Inc., a California
corporation, or any successor corporation. Except where the context
indicates otherwise, the term "Company" shall include its Parent and
Subsidiaries.

(f) "Director" means any person who serves as a member of the Board
of Directors of Consumer Net Marketplace, Inc. "Outside Director" means any
person who serves as a member of the Board of Directors of Consumer Net
Marketplace, Inc. and is not a full-time employee of Consumer Net
Marketplace, Inc. or its subsidiaries.

(g) "Disabled" means permanent and total disability, as defined in
Code Section 22(e)(3).

(h) "Employee" means any person who is employed by Consumer Net
Marketplace, Inc. or its subsidiaries on a full or part-time basis, so that
they have income taxes withheld and are eligible to participate in employee
benefits programs.

(i) "Exchange Act" means the Securities Exchange Act of 1934.

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(j) "Fair Market Value" per share means, on any given date:

(i) The last sale price of the Common Stock on the National
Association of Securities Dealers Automated Quotation National
Market System ("NMS") or in case no such reported sale takes
place, the average of the closing bid and ask prices on such
date; or

(ii) If not quoted on the NMS, the average of the closing bid
and ask prices of the Common Stock on the National Association of
Securities Dealers Automated Quotation System ("NASDAQ") or any
comparable system; or

(iii) If not quoted on any system, the fair market value
indicated by the last appraisal of the Company by a professional
appraiser or certified public accounting firm; or

(iv) If not quoted on any system or valued by appraisal, the
fair market value determined by the Company's Board of Directors
in good faith.

(k) "Incentive Stock Option" means an option to purchase shares
of Common Stock that is intended to be an incentive stock option within the
meaning of Section 422 of the Code.

(l) "Insider" means a person who is subject to the provisions of
Section 16 of the Exchange Act.

(m) "Key Consultant" means a person who is engaged by Consumer Net
Marketplace, Inc. or its Subsidiaries as a non-employee to perform tasks on
a contractual basis over a sufficient period of time that he or she
satisfies the eligibility criteria set forth by the Securities and Exchange
Commission for a nor-employee to participate in a registered stock option
plan.

(n) "Non-Qualified Stock Option" means any option to purchase shares
of Common Stock that is not an Incentive Stock Option.

(o) "Officer" is an employee of Consumer Net Marketplace, Inc. or its
Subsidiaries who is granted the authority to commit the corporation to
binding agreements and to function as one of the executives of Consumer Net
Marketplace, Inc. or its Subsidiaries.

(p) "Option" means an Incentive Stock Option or a Non-Qualified Stock
Option.

(q) "Parent" shall mean any corporation (other than the Company) in
an unbroken chain of corporations ending with the Company if each of the
corporations (other than the Company) owns stock possessing fifty percent
(50%) or more of the total combined voting power of all classes of stock in
one of the other corporations in the chain, as determined in accordance
with the rules of Section 424(e) of the Code.

(r) "Participant" means a person who has been granted an Option.

(s) "Plan" means this Consumer Net Marketplace, Inc. Stock Option
Plan for Directors and Employees of and Key Consultants to Consumer Net
Marketplace, Inc. and its

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Subsidiaries, as it may be amended from time to time.

(t) "Severance" means, with respect to a Participant, the termination
of the Participant's provision of services to the Company as an employee or
director, whether by reason of death, disability, or any other reason. A
Participant who is on a leave of absence that exceeds ninety (90) days will
be considered to have incurred a Severance on the ninety-first (91st) day
of the leave of absence, unless the Participant's rights to reemployment or
reappointment are guaranteed by statute or contract.

(u) "Subsidiary" means any corporation or entity in which the
Company, directly or indirectly, controls fifty percent (50%) or more of
the total voting power of all classes of its stock having voting power, as
determined in accordance with the rules of Code Section 424(f).

(v) "Ten Percent Shareholder" means any person who owns (after taking
into account the constructive ownership rules of Section 424(d) of the
Code) more than ten percent (10%) of the stock of the Company.

3. ADMINISTRATION.

(a) This Plan shall be administered by a Committee appointed by the
Board. The Board may remove members from, or add members to, the Committee
at any time.

(b) The Committee shall be composed of the members of the
Compensation Committee of the Company's Board of Directors and any other
members that the Board of Directors sees fit to appoint.

(c) The Committee may conduct its meetings in person or by telephone.
A majority of the members of the Committee shall constitute a quorum, and
any action shall constitute action of the Committee if it is authorized by:

(i) A majority of the members present at any meeting; or

(ii) The unanimous consent of all of the members in writing
without a meeting.

(d) The Committee is authorized to interpret this Plan and to adopt
rules and procedures relating to the administration of this Plan. All
actions of the Committee in connection with the interpretation and
administration of this Plan shall be binding upon all parties.

(e) The Committee may designate persons other than members of the
Committee to carry out its responsibilities under such conditions and
limitations as it may prescribe, except that the Committee may not delegate
its authority with regard to the granting of Options to Insiders.

(f) Subject to the limitations of Section 13 below, the Committee is
expressly authorized to make such modifications to this Plan as are
necessary to effectuate the intent of this Plan as a result of any changes
in the tax, accounting, or securities laws treatment of Participants and
the Plan.

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4. DURATION OF PLAN.

(a) This Plan shall be effective as of December 15,1997, the date of
its adoption by the Board, provided this Plan is approved by the majority
of the Company's shareholders, in accordance with the provisions of Code
Section 422, on or prior to twelve (12) months after its adoption. In the
event that this Plan is not so approved, this Plan shall terminate and any
Options granted under this Plan to an Insider shall be void and have no
further effect if the issuance of those Options would result in Section
16(b) liability to the Insider.

(b) This Plan shall terminate on December 15, 2007, except with
respect to Options then outstanding.

5. NUMBER OF SHARES.

(a) The aggregate number of shares of Common Stock which may be
issued pursuant to this Plan shall be two million (2,000,000) shares of
Class A Common Stock and one hundred thousand (100,000) shares of Class B
Common Stock. This aggregate number may be adjusted from time to time as
set forth in Section 13 of this Plan.

(b) Upon the expiration or termination of an outstanding Option which
shall not have been exercised in full, any shares of Common Stock remaining
unissued shall again become available for the granting of additional
Options.

6. ELIGIBILITY. Persons eligible for Options under this Plan shall be
limited to the directors and employees of and key consultants to Consumer
Net Marketplace, Inc. and its Subsidiaries.

7. FORM OF OPTIONS. Options granted under this Plan may be Incentive
Stock Options or Non-Qualified Stock Options. Options shall be subject to
the following terms and conditions:

(a) Options may be granted under this Plan on such terms and in such
form as the Committee may approve, which conditions shall not be
inconsistent with the provisions of this Plan.

(b) The exercise price per share of Common Stock purchasable under an
Option shall be set forth in the Option. The exercise price of an option,
determined on the date of the grant, shall be no less than:

(i) One hundred ten percent (110%) of the Fair Market Value
of the Common Stock in the case of a Ten Percent
Shareholder; or

(ii) One hundred percent (100%) of the Fair Market Value of
the Common Stock in the case of any other employee.

(c) An Option shall be exercisable at such time or times and be
subject to such terms and conditions as may be set forth in the Option.

(d) The Committee may modify an existing Option, including the right
to:

(i) Accelerate the right to exercise it;

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(ii) Extend or renew it; or

(iii) Cancel it and issue a new Option.

(e) No modification may be made pursuant to Paragraph (d) above to an
Option that would impair the rights of the Participant holding the Option
without his or her consent.

(i) Whether a modification of an existing Incentive Stock
Option will be treated as the issuance of a new Incentive
Stock Option will be determined in accordance with the
rules of Section 424(h) of the Code.

(ii) Whether a modification of an existing Option will require
shareholder approval will be determined in accordance
with Rule 16(b)-3.

(f) The aggregate Fair Market Value (determined as of the date' of
grant) of the number of shares of Common Stock with respect to which
Incentive Stock Options are exercisable for the first time by a Participant
during any calendar year shall not exceed one hundred thousand dollars
($100,000) or such other limit as may be required by Code Section 422.
Should anyone exercise Incentive Stock Options that exceed this limit, such
options will be treated as non-qualified stock options for tax
purposes.

8. ISSUANCE OF OPTIONS.

(a) The following Incentive Stock Options are hereby granted to the
persons and on the terms and conditions set forth in the following table and
its footnotes:

NAME OF GRANTEE DATE OF NUMBER OF VESTING EXERCISE EXPIRATION
GRANT OPTIONS SCHEDULE PRICE(1) DATE

Vicki McLoughlin 12/15/97 300,000 60,000: 12/15/97 $2.00 12/15/2000
60,000: 12/15/98 12/15/2001
60,000: 12/15/99 12/15/2002
60,000: 12/15/2000 12/15/2003
60,000: 12/15/2001 12/15/2004
Randy Greene 12/15/97 200,000 40,000: 12/15/97 $2.00 12/15/2000
40,000: 12/15/98 12/15/2001
40,000: 12/15/99 12/15/2002
40,000: 12/15/2000 12/15/2003
40,000: 12/15/2001 12/15/2004
Olivia Salyer 12/15/97 20,000 4,000: 12/15/97 $2.00 12/15/2000
4,000: 12/15/98 12/15/2001
4,000: 12/15/99 12/15/2002
4,000: 12/15/2000 12/15/2003
4,000: 12/15/2001 I 12/15/2004

____________________
(1) The exercise price is equal to the Fair Market Value of each share of
the Company's Common Stock on the date of the issuance of the Options. Each
Stock Option for Class A Common Stock will confer upon the holder the right
to purchase one share of the company's class A Common Stock for a price of
$2.00 per share at any time from the vesting date to the expiration date.

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(b) The terms and conditions of any other Options granted pursuant to
this Plan, and whether or not said Options will be Incentive Stock Options
or Nor-Qualified Stock Options, will be determined by the Committee and the
full Board of Directors.

9. VESTING REQUIREMENT AND PERFORMANCE THRESHOLD.

The vesting requirements, performance thresholds and other terms and
conditions of additional Options which may be granted under this Plan from time
to time, if any, will be determined and approved by the Committee and the full
Board of Directors; provided, that in all cases unvested Options will
automatically expire and be canceled on the date of the Severance of an Employee
or Insider who holds such Options.

10. TERMINATION OF OPTIONS.

(a) Except to the extent the terms of an Option require its prior
termination, each Option shall terminate on the earliest of the following
dates.

(i) The date which is ten (10) years from the date on which
the Option is granted or five (5) years from the date of
grant in the case of an Incentive Stock Option granted to
a Ten Percent Shareholder.

(ii) if the Participant was Disabled at the time of Severance,
the date of the Severance of the Participant to whom the
Option was granted, with respect to unvested Options, and
the date which is one (1) year from the date of the
Severance, with respect to vested Options.

(iii) The date of Severance of the Participant to whom the
Option was granted, with respect to unvested Options, and
the date which is ninety (90) days from the date of the
Severance of the Participant to whom the Option was
granted, with respect to vested Options.

(iv) The date which is ninety (90) days after the death of the
Participant, with respect to vested Options, and the date
of death of the Participant, in the case of unvested
Options.

(v) In the case of any Severance other than one described in
Subparagraphs (ii) or (iii) above, the date of the
Participant's Severance, with respect to unvested
Options, and the date that is ninety (90) days from the
date of the Participant's Severance, with respect to
vested Options.

11. NON-TRANSFERABILITY OF OPTIONS.

(a) During the lifetime of the Participant, each Option is
exercisable only by the Participant.

(b) No Option under this Plan shall be assignable or transferable,
except by will or the laws of descent and distribution.

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12. ADJUSTMENTS.
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(a) In the event of any change in the capitalization of the Company
affecting its Common Stock (e.g., a stock split, reverse stock split, stock
dividend, combination, recapitalization, or reclassification), the
Committee shall authorize such adjustments as it may deem appropriate with
respect to:

(i) The aggregate number of shares of Common Stock for which
Options may be granted under this Plan;

(ii) The number of shares of Common Stock covered by each
outstanding Option; and

(iii) The exercise price per share in respect of each
outstanding Option.

(b) The Committee may also make such adjustments in the event of a
spin-off or other distribution (other than normal cash dividends) of
Company assets to shareholders.

13. AMENDMENT AND TERMINATION. The Board may at any time amend or
terminate this Plan. The Board may not, however, without the approval of
the majority-in-interest of the shareholders of the Company, amend the
provisions of this Plan regarding:

(a) The class of individuals entitled to receive Incentive Stock
Options.

(b) The aggregate number of shares of Common Stock that may be issued
under the Plan, except as provided in Section 12 of this Plan.

(c) To the extent necessary to comply with Rule 16(b) under the
Exchange Act, the Board may not make any amendment without
approval of the majority-in-interest of the shareholders of the
Company that would:

(i) Materially increase the aggregate number of shares of
Common Stock which may be issued to Insiders (except for
adjustments under Section 12 of this Plan);

(ii) Materially modify the requirements as to the eligibility
of Insiders to participate; or

(iii) Materially increase the benefits accruing to Insiders
under this Plan.

14. TAX WITHHOLDING.

(a) The Company shall have the right to take such actions as may be
necessary to satisfy its tax withholding obligations relating to the
operation of this Plan.
(b) If Common Stock is used to satisfy the Company's tax withholding
obligations, the stock shall be valued based on its Fair Market Value when
the tax withholding is required to be made.

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15. NO ADDITIONAL RIGHTS.

(a) The existence of this Plan and the Options granted hereunder
shall not affect or restrict in any way the power of the Company to
undertake any corporate action otherwise permitted under applicable law.

(b) Neither the adoption of this Plan nor the granting of any Option
shall confer upon any Participant the right to continue performing services
for the Company, nor shall it interfere in any way with the right of the
Company to terminate the services of any Participant at any time, with or
without cause.

(c) No Participant shall have any rights as a shareholder with
respect to any shares covered by an Option until the date a certificate for
such shares has been issued to the Participant following the exercise of
the Option.

16. SECURITIES LAW RESTRICTIONS.

(a) No shares of Common Stock shall be issued under this Plan unless
the Committee shall be satisfied that the issuance will be in compliance
with applicable federal and state securities laws.

(b) The Committee may require certain investment or other
representations and undertakings by the Participant (or other person
acquiring the right to exercise the Option by reason of the death of the
Participant) in order to comply with applicable law.

(c) Certificates for shares of Common Stock delivered under this Plan
may be subject to such restrictions as the Committee may deem advisable.
The Committee may cause a legend to be placed on the certificates to refer
to these restrictions.

17. INDEMNIFICATION. To the maximum extent permitted by law, the Company
shall indemnify each member of the Board and of the Committee, as well as
any other Employee of or Key Consultant to the Company with duties under
this Plan, against expenses (including any amount paid in settlement)
reasonably incurred by him or her in connection with any claims against him
or her by reason of the performance of his or her duties under this Plan,
unless the losses are due to the individual's gross negligence or lack of
good faith.

18. GOVERNING LAW. This Plan and all actions taken thereunder shall be
governed by and construed in accordance with the laws of the State of
California.

CONSUMER NET MARKETPLACE, INC.
a California Corporation

By:
FREDRICK RICE, PRESIDENT

Date: December 15, 1997

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