INTERNET BUSINESS'S  INTERNATIONAL, INC.
RETAINER STOCK PLAN FOR
NON-EMPLOYEE DIRECTORS AND CONSULTANTS

1.  Introduction.

This plan shall be known as the "Internet Business's
International, Inc. Retainer Stock Plan For Non-
Employee Directors and Consultants" is hereinafter
referred to as the "Plan".  The purposes of the Plan
are to enable Internet Business's International,
Inc., a Nevada corporation ("Company"), to promote
the interests of the Company and its shareholders by
attracting and retaining non-employee Directors and
Consultants capable of furthering the future success
of the Company and by aligning their economic
interests more closely with those of the Company's
shareholders, by paying their retainer or fees in the
form of shares of the Company's common stock, par
value one tenth of one cent ($0.001) per share
("Common Stock").

2.  Definitions.

The following terms shall have the meanings set forth
below:

"Board" means the Board of Directors of the Company.

"Change of Control" has the meaning set forth in
Section 12(d).

"Code" means the Internal Revenue Code of 1986, as
amended, and the rules and regulations thereunder.
References to any provision of the Code or rule or
regulation thereunder shall be deemed to include any
amended or successor provision, rule or regulation.

"Committee" means the committee that administers the
Plan, as more fully defined in Section 13.

"Common Stock" has the meaning set forth in Section
1.

"Company" has the meaning set forth in Section 1.

"Deferral Election" has the meaning set forth in
Section 6.

"Deferred Stock Account" means a bookkeeping account
maintained by the Company for a Participant
representing the Participant's interest in the shares
credited to such Deferred Stock
Account pursuant to Section 7.

"Delivery Date" has the meaning set forth in Section
6.

"Director" means an individual who is a member of the
Board of Directors of the Company.

"Dividend Equivalent" for a given dividend or other
distribution means a number of shares of Common Stock
having a Fair Market Value, as of the record date for
such dividend or distribution, equal to the amount of
cash, plus the fair market value on the date of
distribution of any property, that is distributed
with respect to one share of Common Stock pursuant to
such dividend or distribution; such fair market value
to be determined by the Committee in good faith.

"Effective Date" has the meaning set forth in Section
3.

"Exchange Act" has the meaning set forth in Section
13(b).

"Fair Market Value" means the mean between the
highest and lowest reported sales prices of the
Common Stock on the NYSE Composite Tape or, if not
listed on such exchange, on any other national
securities exchange on which the Common Stock is
listed or on NASDAQ on the last trading day prior to
the date with respect to which the Fair Market Value
is to be determined.

"Participant" has the meaning set forth in Section 4.

"Payment Time" means the time when a Stock Retainer
is payable to a Participant pursuant to Section 5
(without regard to the effect of any Deferral
Election).

"Stock Retainer" has the meaning set forth in Section
5.

"Third Anniversary" has the meaning set forth in
Section 6.

3.  Effective Date of the Plan.

The Plan shall be effective as of October 1, 1999
("Effective Date"), provided that it is approved by
the Board.

4.  Eligibility.

*Each individual who is a Director or Consultant on
the Effective Date and each individual who becomes a
Director or Consultant thereafter during the term of
the Plan, shall be a participant ("Participant") in
the Plan, in each case during such period as such
individual remains a Director or Consultant and is
not an employee of the Company or any of its
subsidiaries.  Each credit of shares of Common Stock
pursuant to the Plan shall be evidenced by a written
agreement duly executed and delivered by or on behalf
of the Company and a Participant, if such an
agreement is required by the Company to assure
compliance with all applicable laws and regulations.

5.  Grants of Shares.

Commencing on the Effective Date, the amount for
service to directors or consultants shall instead be
payable in shares of Common Stock ("Stock Retainer")
pursuant to this Plan at the deemed issuance price of
one tenth of one cent ($0.001) per Share.

6.  Deferral Option.

From and after the Effective Date, a Participant may
make an election (a "Deferral Election") on an annual
basis to defer delivery of the Stock Retainer
specifying which one of the following way the Stock
Retainer is to be delivered:  (a) on the date which
is three years after the Effective Date for which it
was originally payable ("Third Anniversary"), (b) on
the date upon which the Participant ceases to be a
Director or Consultant for any reason ("Departure
Date") or (c) in five equal annual installments
commencing on the Departure Date ("Third Anniversary"
and "Departure Date" each being referred to herein as
a "Delivery Date").  Such Deferral Election shall
remain in effect for each Subsequent Year unless
changed, provided that, any Deferral Election with
respect to a particular Year may not be changed less
than six (6) months prior to the beginning of such
Year and provided, further, that no more than one
Deferral Election or change thereof may be made in
any Year.

Any Deferral Election and any change or revocation
thereof shall be made by delivering written notice
thereof to the Committee no later than six (6) months
prior to the beginning of the Year in which it is to
be effected; provided that, with respect to the Year
beginning on the Effective Date, any Deferral
Election or revocation thereof must be delivered no
later than the close of business on the thirtieth
(30th) day after the Effective Date.

7.  Deferred Stock Accounts.

The Company shall maintain a Deferred Stock Account
for each Participant who makes a Deferral Election to
which shall be credited, as of the applicable Payment
Time, the number of shares of Common Stock payable
pursuant to the Stock Retainer to which the Deferral
Election relates.  So long as any amounts in such
Deferred Stock Account have not been delivered to the
Participant under Section 8, each Deferred Stock
Account shall be credited as of the payment date for
any dividend paid or other distribution made with
respect to the Common Stock, with a number of shares
of Common Stock equal to (a) the number of shares of
Common Stock shown in such Deferred Stock Account on
the record date for such dividend or distribution
multiplied by (b) the Dividend Equivalent for such
dividend or distribution.

8.  Delivery of Shares.

(a)  The shares of Common Stock in a Participant's
Deferred Stock Account with respect to any Stock
Retainer for which a Deferral Election has been made
(together with dividends attributable to such shares
credited to such Deferred Stock Account) shall be
delivered in accordance with this Section 8 as soon
as practicable after the applicable Delivery Date.
Except with respect to a Deferral Election pursuant
to Section 6(c), or other agreement between the
parties, such shares shall be delivered at one time;
provided that, if the number of shares so delivered
includes a fractional share, such number shall be
rounded to the nearest whole number of shares. If the
Participant has in effect a Deferral Election
pursuant to Section 6(c), then such shares shall be
delivered in five equal annual installments (together
with dividends attributable to such shares credited
to such Deferred Stock Account), with the first such
installment being delivered on the first anniversary
of the Delivery Date; provided that, if in order to
equalize such installments, fractional shares would
have to be delivered, such installments shall be
adjusted by rounding to the nearest whole share.  If
any such shares are to be delivered after the
Participant has died or become legally incompetent,
they shall be delivered to the Participant's estate
or legal guardian, as the case may be, in accordance
with the foregoing; provided that, if the Participant
dies with a Deferral Election pursuant to Section
6(c) in effect, the Committee shall deliver all
remaining undelivered shares to the Participant's
estate immediately. References to a Participant in
this Plan shall be deemed to refer to the
Participant's estate or legal guardian, where
appropriate.

(b)  The Company may, but shall not be required to,
create a grantor trust or utilize an existing grantor
trust (in either case, "Trust") to assist it in
accumulating the shares of Common Stock needed to
fulfill its obligations under this  Section 8.
However, Participants shall have no beneficial or
other interest in the Trust and the assets thereof,
and their rights under the Plan shall be as general
creditors of the Company, unaffected by the existence
or nonexistence of the Trust, except that deliveries
of Stock Retainers to Participants from the Trust
shall, to the extent thereof, be treated as
satisfying the Company's obligations under this
Section 8.

9.  Share Certificates; Voting and Other Rights.

The certificates for shares delivered to a
Participant pursuant to Section 8 above shall be
issued in the name of the Participant, and from and
after the date of such issuance the Participant shall
be entitled to all rights of a shareholder with
respect to Common Stock for all such shares issued in
his or her name, including the right to vote the
shares, and the Participant shall receive all
dividends and other distributions paid or made with
respect thereto.

10.  General Restrictions.

(a)  Notwithstanding any other provision of the Plan
or agreements made pursuant thereto, the Company
shall not be required to issue or deliver any
certificate or certificates for shares of Common
Stock under the Plan prior to fulfillment of all of
the following conditions:

(i)   Listing or approval for listing upon official
notice of issuance of such shares on the New York
Stock Exchange, Inc., or such other securities
exchange as may at the time be a market for the
Common Stock;

(ii)   Any registration or other qualification of
such shares under any state or federal law or
regulation, or the maintaining in effect of any such
registration or other qualification which the
Committee shall, upon the advice of counsel, deem
necessary or advisable; and

(iii)   Obtaining any other consent, approval, or
permit from any state or federal governmental agency
which the Committee shall, after receiving the advice
of counsel, determine to be necessary or advisable.

(b)  Nothing contained in the Plan shall prevent the
Company from adopting other or additional
compensation arrangements for the Participants.

11.  Shares Available.

Subject to Section 12 below, the maximum number of
shares of Common Stock which may in the aggregate be
paid as Stock Retainers pursuant to the Plan is
Fifteen Million (15,000,000).  Shares of Common Stock
issueable under the Plan may be taken from treasury
shares of the Company or purchased on the open
market.

12.  Adjustments; Change of Control.

(a)  In the event that there is, at any time after
the Board adopts the Plan, any change in corporate
capitalization, such as a stock split, combination of
shares, exchange of shares, warrants or rights
offering to purchase Common Stock at a price below
its fair market value, reclassification, or
recapitalization, or a corporate transaction, such as
any merger, consolidation, separation, including a
spin-off, or other extraordinary distribution of
stock or property of the Company, any reorganization
(whether or not such reorganization comes within the
definition of such term in Section 368 of the Code)
or any partial or complete liquidation of the Company
(each of the foregoing a "Transaction"), in each case
other than any such Transaction which constitutes a
Change of Control (as defined below), (i) the
Deferred Stock Accounts shall be credited with the
amount and kind of shares or other property which
would have been received by a holder of the number of
shares of Common Stock held in such Deferred Stock
Account had such shares of Common Stock been
outstanding as of the effectiveness of any such
Transaction, (ii) the number and kind of shares or
other property subject to the Plan shall likewise be
appropriately adjusted to reflect the effectiveness
of any such Transaction and (iii) the Committee shall
appropriately adjust any other relevant provisions of
the Plan and any such modification by the Committee
shall be binding and conclusive on all persons.

(b)  If the shares of Common Stock credited to the
Deferred Stock Accounts are converted pursuant to
Section 12(a) into another form of property,
references in the Plan to the Common Stock shall be
deemed, where appropriate, to refer to such other
form of property, with such other modifications as
may be required for the Plan to operate in accordance
with its purposes. Without limiting the generality of
the foregoing, references to delivery of certificates
for shares of Common Stock shall be deemed to refer
to delivery of cash and the incidents of ownership of
any other property held in the Deferred Stock
Accounts.

(c)  In lieu of the adjustment contemplated by
Section 12(a), in the event of a Change of Control,
the following shall occur on the date of the Change
of Control:  (i) the shares of Common Stock held in
each Participant's Deferred Stock Account  shall be
deemed to be issued and outstanding as of the Change
of Control; (ii) the Company shall forthwith deliver
to each Participant who has a Deferred Stock Account
all of the shares of Common Stock or any other
property held in such Participant's Deferred Stock
Account; and (iii) the Plan shall be terminated.

(d)  For purposes of this Plan, Change of Control
shall mean any of the following events:

(i)   The acquisition by any individual, entity or
group (within the meaning of Section 13(d)(3) or
14(d)(2) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act")) (a "Person") of
beneficial ownership (within the meaning of Rule 13d-
3 promulgated under the Exchange Act) of 20% or more
of either (a) the then outstanding shares of common
stock of the Company ("Outstanding Company Common
Stock") or (b) the combined voting power of the then
outstanding voting securities of the Company entitled
to vote generally in the election of directors
("Outstanding Company Voting Securities"); provided,
however, that the following acquisitions shall not
constitute a Change of Control:  (a) any acquisition
directly from the Company (excluding an acquisition
by virtue of the exercise of a conversion privilege
unless the security being so converted was itself
acquired directly from the Company), (b) any
acquisition by the Company, (c) any acquisition by
any employee benefit plan (or related trust)
sponsored or maintained by the Company or any
corporation controlled by the Company or (d) any
acquisition by any corporation pursuant to a
reorganization, merger or consolidation, if,
following such reorganization, merger or
consolidation, the conditions described in clauses
(a), (b) and (c) of paragraph (iii) of this Section
12(d) are satisfied; or

(ii)   Individuals who, as of the date hereof,
constitute the Board of the Company (as of the date
hereof, "Incumbent Board") cease for any reason to
constitute at least a majority of the Board;
provided, however, that any individual becoming a
director subsequent to the date hereof whose
election, or nomination for election by the Company's
shareholders, was approved by a vote of at least a
majority of the directors then comprising the
Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual
whose initial assumption of office occurs as a result
of either an actual or threatened election contest
(as such terms are used in Rule 14a-11 of Regulation
14A promulgated under the Exchange Act) or other
actual or threatened solicitation of proxies or
consents by or on behalf of a Person other than the
Board; or

(iii)   Approval by the shareholders of the Company
of a reorganization, merger, binding share exchange
or consolidation, unless, following such
reorganization, merger, binding share exchange or
consolidation (a) more than sixty percent (60%) of,
respectively, the then outstanding shares of common
stock of the corporation resulting from such
reorganization, merger, binding share exchange or
consolidation and the combined voting power of the
then outstanding voting securities of such
corporation entitled to vote generally in the
election of directors is then beneficially owned,
directly or indirectly, by all or substantially all
of the individuals and entities who were the
beneficial owners, respectively, of the Outstanding
Company Common Stock and Outstanding Company Voting
Securities immediately prior to such reorganization,
merger, binding share exchange or consolidation in
substantially the same proportions as their
ownership, immediately prior to such reorganization,
merger, binding share exchange or consolidation, of
the Outstanding Company Common Stock and Outstanding
Company Voting Securities, as the case may be, (b) no
Person (excluding the Company, any employee benefit
plan (or related trust) of the Company or such
corporation resulting from such reorganization,
merger, binding share exchange or consolidation and
any Person beneficially owning, immediately prior to
such reorganization, merger, binding share exchange
or consolidation, directly or indirectly, twenty
percent (20%) or more of the Outstanding Company
Common Stock or Outstanding Company Voting
Securities, as the case may be) beneficially owns,
directly or indirectly, twenty percent (20%) or more
of, respectively, the then outstanding shares of
common stock of the corporation resulting from such
reorganization, merger, binding share exchange or
consolidation or the combined voting power of the
then outstanding voting securities of such
corporation entitled to vote generally in the
election of directors and (c) at least a majority of
the members of the board of directors of the
corporation resulting from such reorganization,
merger, binding share exchange or consolidation were
members of the Incumbent Board at the time of the
execution of the initial agreement providing for such
reorganization, merger, binding share exchange or
consolidation; or

(iv)   Approval by the shareholders of the Company of
(a) a complete liquidation or dissolution of the
Company or (b) the sale or other disposition of all
or substantially all of the assets of the Company,
other than to a corporation, with respect to which
following such sale or other disposition, (x) more
than sixty percent (60%) of, respectively, the then
outstanding shares of common stock of such
corporation and the combined voting power of the then
outstanding voting securities of such corporation
entitled to vote generally in the election of
directors is then beneficially owned, directly or
indirectly, by all or substantially all of the
individuals and entities who were the beneficial
owners, respectively, of the Outstanding Company
Common Stock and Outstanding Company Voting
Securities immediately prior to such sale or other
disposition in substantially the same proportion as
their ownership, immediately prior to such sale or
other disposition, of the Outstanding Company Common
Stock and Outstanding Company Voting Securities, as
the case may be, (y) no Person (excluding the Company
and any employee benefit plan (or related trust) of
the Company or such corporation and any Person
beneficially owning, immediately prior to such sale
or other disposition, directly or indirectly, twenty
percent (20%) or more of the Outstanding Company
Common Stock or Outstanding Company Voting
Securities, as the case may be) beneficially owns,
directly or indirectly, twenty percent (20%) or more
of, respectively, the then outstanding shares of
common stock of such corporation and the combined
voting power of the then outstanding voting
securities of such corporation entitled to vote
generally in the election of directors and (z) at
least a majority of the members of the board of
directors of such corporation were members of the
Incumbent Board at the time of the execution of the
initial agreement or action of the Board providing
for such sale or other disposition of assets of the
Company.

13.  Administration; Amendment and Termination.

(a)  The Plan shall be administered by a committee
consisting of three members who shall be the current
directors of the Company or senior executive officers
or other directors who are not Participants as may be
designated by the Chief Executive Officer
("Committee"), which shall have full authority to
construe and interpret the Plan, to establish, amend
and rescind rules and regulations relating to the
Plan, and to take all such actions and make all such
determinations in connection with the Plan as it may
deem necessary or desirable. (b)  The Board may from
time to time make such amendments to the Plan,
including to preserve or come within any exemption
from liability under Section 16(b) of the Securities
Exchange Act of 1934, as amended (the "Exchange
Act"), as it may deem proper and in the best interest
of the Company without further approval of the
Company's stockholders, provided that, to the extent
required under New York law or to qualify
transactions under the Plan for exemption under Rule
16b-3 promulgated under the Exchange Act, no
amendment to the Plan shall be adopted without
further approval of the Company's stockholders and,
provided, further, that if and to the extent required
for the Plan to comply with Rule 16b-3 promulgated
under the Exchange Act, no amendment to the Plan
shall be made more than once in any six (6) month
period that would change the amount, price or timing
of the grants of Common Stock hereunder other than to
comport with changes in the Internal Revenue Code of
1986, as amended, the Employee Retirement Income
Security Act of 1974, as amended, or the regulations
thereunder.  (c)  The Board may terminate the Plan at
any time by a vote of a majority of the members
thereof.

14.  Miscellaneous.

(a)  Nothing in the Plan shall be deemed to create
any obligation on the part of the Board to nominate
any Director for reelection by the Company's
shareholders or to limit the rights of the
shareholders to remove any Director.

(b)  The Company shall have the right to require,
prior to the issuance or delivery of any shares of
Common Stock pursuant to the Plan, that a Participant
make arrangements satisfactory to the Committee for
the withholding of any taxes required by law to be
withheld with respect to the issuance or delivery of
such shares, including without limitation by the
withholding of shares that would otherwise be so
issued or delivered, by withholding from any other
payment due to the Participant, or by a cash payment
to the Company by the Participant.

15.  Governing Law.

The Plan and all actions taken thereunder shall be
governed by and construed in accordance with the laws
of the State of Nevada.

Internet Business's International, Inc.


By:   /s/ Albert R. Reda
Albert R. Reda, Chief Executive Officer/Secretary