AMENDMENT TO

                                STOCK OPTION AGREEMENT

           FOR DIRECTORS, OFFICERS, AND EMPLOYEES OF AND KEY CONSULTANTS TO

                            CONSUMER NET MARKETPLACE, INC.

9.   ACCELERATED VESTING OF OPTIONS.

     The vesting of all unvested Options granted to the Optionee under the Plan
accelerates to a date at least ten (10) business days immediately prior to the
closing of an extraordinary transaction described below, in the event that the
Company or its shareholders sell all or substantially all of the Company's
assets, merges with another company, is acquired by another company, sells a
controlling interest in the voting stock of the Company, or enters into a
similar business combination or extraordinary transaction with another entity or
person. The exercise of Options the vesting of which has accelerated pursuant to
this Amendment shall not be effective until the closing date of an
above-referenced extraordinary transaction or business combination.  Vested
Options under this Amendment shall terminate on the date of the closing of the
event causing the vesting of the Options to accelerate.  The vesting of the
Options is conditioned upon the closing of the transaction that causes the
vesting of the Options to accelerate.  If said transaction does not close within
30 days from the acceleration date, then the vesting of the accelerated Options
will not be effective, and the Options shall revert to their original vesting
schedule, subject to acceleration again in accordance with this Amendment if
another extraordinary transaction or business combination is proposed and
closes.
     
     The Stock Option Agreement Under the Consumer Net Marketplace, Inc. Stock
Option Plan (the "Agreement") shall remain in effect as modified by this
Amendment except to the extent that the Agreement contradicts the Amendment, in
which case this Amendment shall govern.

OPTIONEE:                          CONSUMER NET MARKETPLACE, INC.
                                   a California Corporation



                                   By:                           
- ------------------------              ---------------------------------
                                        Fredrick Rice, President

Dated: September 30, 1998