SCHEDULE 14C INFORMATION

INFORMATION STATEMENT PURSUANT TO SECTION 14(C)
OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO.)

Check the appropriate box:

[ __ ] Preliminary Information Statement
[ __ ] Confidential, for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
[ _X_ ] Definitive Information Statement

YOUTICKET.COM, INC.

(Name of Registrant as Specified in Charter)

Payment of Filing Fee (Check the appropriate box):

[ X ] No fee required
[ __ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and O-11

1) Title of each class of securities to which transaction applies:

2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule O-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:

[ __ ] Fee paid previously with preliminary materials.
[ __ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule O-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:

2) Form Schedule or Registration Statement No.:

3) Filing Party:

4) Date Filed:

YOUTICKET.COM, INC.
4815 RUSSEL ROAD, SUITE 14-N
LAS VEGAS, NV 89118

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 4, 2001

TO OUR SHAREHOLDERS:

You are cordially invited to attend the 2001 Annual Meeting of the
Shareholders of youticket.com, inc. (the "Company") to be held on June 4, 2001
at 9:30 AM, Pacific Standard Time, at the Hotel San Remo Conference Center,
Room CC4, Las Vegas, Nevada 89109, to consider and act upon the following
proposals, as described in the accompanying Information Statement:

1. To elect three (3) directors to serve until the next Annual Meeting of
Shareholders and thereafter until their successors are elected and qualified;

2. To amend the Articles of Incorporation of the Company to effectuate
1-for-30 reverse stock split of the presently issued and outstanding shares of
common stock and to authorize 10,000,000 shares of preferred stock;

3. To adopt Restated Articles of Incorporation for the purpose of
consolidating previous amendments to the Company's Articles of Incorporation;

4. To approve the youticket.com, inc. 2001 Stock Option Plan;

5. To ratify the appointment of James E. Scheifley & Associates, P.C. as
independent auditors of the Company for the fiscal year ending December 31,
2001; and

6. To transact such other business as may properly come before the meeting
or any adjournments thereof.

The foregoing items of business are more fully described in the Information
Statement accompanying this Notice. The Board of Directors has fixed the close
of business on April 26, 2001, as the record date for Shareholders entitled to
notice of and to vote at this meeting and any adjournments thereof.

By Order of the Board of Directors

/s/ Jeffrey M. Harvey

Jeffrey M. Harvey, President

May 11, 2001
Las Vegas, Nevada

WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY

INFORMATION STATEMENT

INTRODUCTION

This information statement is being mailed or otherwise furnished to
stockholders of youticket.com, inc., a Nevada corporation (the "Company") in
connection with the upcoming annual meeting of its shareholders. This
information statement is being first sent to stockholders on or about May 11,
2001.

PROPOSALS

The following proposals are being presented at the meeting (the
"Proposals"):

1. To elect three (3) directors to serve until the next Annual Meeting of
Shareholders and thereafter until their successors are elected and qualified;

3. To adopt Restated Articles of Incorporation for the purpose of
consolidating previous amendments to the Company's Articles of Incorporation;

4. To approve the youticket.com, inc. 2001 Stock Option Plan;

5. To ratify the appointment of James E. Scheifley & Associates, P.C. as
independent auditors of the Company for the fiscal year ending December 31,
2001; and

6. To transact such other business as may properly come before the meeting
or any adjournments thereof.

VOTE REQUIRED

The vote which is required to approve the Proposals is the affirmative vote
of the holders of a majority of the Company's common stock. Each holder of
common stock is entitled to one (1) vote for each share held.

The record date for purposes of determining the number of outstanding
shares of common stock of the Company, and for determining stockholders entitled
to vote, is the close of business on April 26, 2001 (the "Record Date"), the day
after the Board of Directors of the Company adopted the resolution approving and
recommending each of the Proposals. As of the Record Date, the Company had
outstanding 62,539,939 shares of common stock. Holders of the shares have no
preemptive rights. All outstanding shares are fully paid and nonassessable.
The transfer agent for the common stock is Olde Monmouth Stock Transfer Company,
77 Memorial Parkway, Suite 100, Atlantic Highlands, New Jersey 07716, telephone
number (732) 872-2727.

VOTE OBTAINED - SECTION 78.320 NEVADA REVISED STATUTES

Section 78.320 of the Nevada Revised Statutes (the "Nevada Law") provides
that the written consent of the holders of the outstanding shares of common
stock, having not less than the minimum number of votes which would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted, may be substituted for such a meeting.
Pursuant to Section 78.390 of the Nevada Revised Statutes, a majority of the
outstanding shares of common stock entitled to vote thereon is required in order
to amend or restate the Articles of Incorporation. In addition, the terms of
the youticket.com, inc. 2001 Stock Option Plan require that a majority of the
outstanding shares of common stock approve the plan. In order to eliminate the
costs and management time involved in obtaining proxies and in order to effect
the Amendment as early as possible in order to accomplish the purposes of the
Company as hereafter described, the Board of Directors of the Company voted to
utilize, and did in fact obtain, the written consent of the holders of a
majority in the interest of the common stock of the Company.

Pursuant to Section 78.370 of the Nevada Revised Statutes, the Company is
required to provide prompt notice of the taking of the corporate action without
a meeting to the stockholders of record who have not consented in writing to
such action. This Information Statement is intended to provide such notice. No
dissenters' or appraisal rights under the Nevada Law are afforded to the
Company's stockholders as a result of the approval of the Proposals.

PROPOSAL ONE
ELECTION OF DIRECTORS

Directors are elected by the shareholders at each annual meeting to hold
office until their respective successors are elected and qualified, and need not
be shareholders or residents of the State of Nevada. Directors may receive
compensation for their services as determined by the Board of Directors. See
"Compensation of Directors and Executive Officers." Pursuant to the Bylaws of
the Company, the Board of Directors may, by resolution and from time to time,
designate the number of members of the Board. Presently, the Board consists of
five (5) members, namely Messrs. Mitchell, Harvey, Rambo, Virginia Thompson and
Alexander H. Williams. Only Messrs. Mitchell, Harvey, and Rambo have chosen to
stand for re-election, and as a result, following the shareholders meeting, the
Company's Board of Directors will consist of three (3) members.

Voting for the election of directors is non-cumulative, which means that a
simple majority of the shares voting may elect all of the directors. Each share
of common stock is entitled to one vote and, therefore, has a number of votes
equal to the number of authorized directors.

Although management of the Company expects that each of the following
nominees will be available to serve as a director, in the event that any of them
should become unavailable prior to the shareholders meeting, a replacement will
be appointed by a majority of the then-existing Board of Directors. Management
has no reason to believe that any of its nominees, if elected, will be
unavailable to serve. All nominees are expected to serve until the 2002 annual
shareholders meeting or until their successors are duly elected and qualified.

NOMINEES FOR ELECTION AS DIRECTOR

The following table sets forth certain information with respect to persons
nominated by the Board of Directors of the Company for election as Directors of
the Company and who will be elected following the annual shareholders meeting:

Name Age Position(s)
- ------------------- --- ------------------------------

Donald A. Mitchell 67 Chairman of the Board (2000)
- ------------------- --- ------------------------------

Jeffrey M. Harvey. 29 President and Director (2000)
- ------------------- --- ------------------------------

Carl E. Dilley. . . 45 Director-elect (2001)
- ------------------- --- ------------------------------

DONALD A. MITCHELL has served as Chairman of the Board since October 30,
2000. Mr. Mitchell has served as the Chairman and President of International
Investment Banking, Inc. since its inception in June 1999. Mr. Mitchell is
also the Chairman of the Board and CEO of Grant Douglas Acquisition Corp, an
Idaho corporation engaged in the publication of various print media. For the
past 25 years, Mr. Mitchell has been engaged as a private consultant to
numerous companies in the areas of corporate finance and marketing. Mr.
Mitchell attended Bridgewater College in Bridgewater, Virginia and advanced
study programs at New York University and Columbia University.

JEFFREY M. HARVEY was appointed as the Company's President on October 30,
2000, and has served as a member of its Board of Directors since October 30,
2000. Mr. Harvey is currently the President and owner of the J. Michael
Consulting Group, where he has been engaged since March 2001. From August 2000
to March 2001, Mr. Harvey was Vice Chairman of International Investment Banking,
Inc. From May 1997 to August 2000, Mr. Harvey was an attorney with the firm of
Stutzman & Bromberg in Dallas, Texas. Mr. Harvey is a graduate of the Wake
Forest University School of Law (J.D. 1997) and Graduate School of Business
Administration (M.B.A. 1997), and of Texas A&M University (B.S.E.E. 1993).

CARL E. DILLEY will be a director of the Company following the shareholders
meeting. Mr. Dilley currently serves as the President and a Director of E-Rex,
Inc., a software and Internet company, where he as served since 1999. From 1997
to 1999, Mr. Dilley served as President and CEO of DiveDepot.com, Inc. Prior to
that Mr. Dilley served in management positions with the Canadian Investment Firm
RBC Dominion Securities, and a variety of other executive and consulting
positions in several industries including Chemical, Timber, Transportation,
Trust Co. and Dot.Com enterprises. Mr. Dilley attended college in Canada at
DITTO Fraser Valley College and College of New Caledonia, specializing in
finance and business management. He is a fellow of the Canadian Securities
Institute and has completed the first year CFA program.

The following nominees presently serve as directors of the following
public corporations:

Donald A. Mitchell. . . . . . . . . . . . . . . Grant Douglas Acquisition Corp., a publishing company.
E-Rex, Inc., a software and Internet company.

Jeffrey M. Harvey . . . . . . . . . . . . . . . E-Rex, Inc., a software and Internet company.

Carl E. Dilley. . . . . . . . . . . . . . . . . E-Rex, Inc., a software and Internet company.

COMPENSATION OF THE BOARD OF DIRECTORS

A director who is an employee does not receive any cash compensation as a
director.

BOARD MEETINGS AND COMMITTEES

During the fiscal year ended December 31, 2000, the Board of Directors met
on 2 occasions and took written action on numerous other occasions. All the
members of the Board attended the meetings. The written actions were by
unanimous consent.

On October 30, 2000, the Board of Directors created an Audit Committee and
appointed Jeffrey M. Harvey, Virginia Thompson, and Alexander Williams as its
initial members. The Audit Committee reviews the internal accounting procedures
of the Company and consults with and reviews the services provided by the
Company's independent accountants, although they have not adopted a formal
charter. The Audit Committee has not held any meetings or taken any action as
of the date hereof. Following the annual shareholders meeting, the Board of
Directors will appoint new members to the Audit Committee.

There are no other committees.

PROPOSAL TWO
AMENDMENT TO THE ARTICLES OF INCORPORATION

On April 25, 2001 the Board of Directors approved, subject to
stockholder approval, an Amendment to the Company's Articles of Incorporation to
(i) effectuate a 1-for-20 reverse stock split of the presently issued and
outstanding shares of common stock, and to (ii) authorize a new class of
preferred stock, the right, privileges, and preferences of which are to be
determined by the Board of Directors from time to time. A copy of the proposed
amendment to the Articles of Incorporation is attached to this Information
Statement as Appendix A.

REVERSE STOCK SPLIT

On April 25, 2001, the Board of Directors of the Company approved, declared
it advisable and in the Company's best interests and directed that there be
submitted to the holders of a majority of the Company's common stock for action
by written consent the proposed amendment to Article 4 of the Company's Articles
of Incorporation to effectuate a 1-for-20 reverse stock split of the presently
issued and outstanding shares of common stock. The Board of Directors has fixed
the close of business on April 26, 2001 as the record date for the determination
of shareholders who are entitled to give consent and receive this Information
Statement. As of the record date, the Company had outstanding 62,539,939 shares
of common stock held by approximately 59 shareholders of record. The Board of
Directors further elected that any fractional shares created as a result of the
reverse stock split would be rounded up to the nearest whole share. After the
reverse stock split, there will be approximately 2,084,725 shares of common
stock issued and outstanding.

The Board of Directors believes that it is advisable and in the Company's
best interests to have available additional authorized but unissued shares of
common stock in an amount adequate to provide for the Company's future needs.
The additional shares will be available for issuance from time to time by the
Company in the discretion of the Board of Directors, normally without further
stockholder action (except as may be required for a particular transaction by
applicable law, requirements of regulatory agencies or by stock exchange rules),
for any proper corporate purpose including, among other things, future
acquisitions of property or securities of other corporations, stock dividends,
stock splits, stock options, convertible debt and equity financing. The
availability of additional authorized but unissued shares will be achieved by
effectuating a 1-for-20 reverse stock split of the presently issued and
outstanding common stock. This step is necessary, in the judgment of the Board
of Directors, in order to attract potential new equity capital and carry out the
Company's business objectives.

The Amendment will become effective upon filing the Amendment to the
Company's Articles of Incorporation, anticipated to be approximately five (5)
days after the annual shareholders meeting.

AUTHORIZE A CLASS OF PREFERRED STOCK

The Board of Directors believes that it is advisable and in the Company's
best interests to have available additional authorized but unissued shares of
preferred stock in an amount adequate to provide for the Company's future needs.
The additional shares will be available for issuance from time to time by the
Company in the discretion of the Board of Directors, normally without further
stockholder action (except as may be required for a particular transaction by
applicable law, requirements of regulatory agencies or by stock exchange rules),
for any proper corporate purpose including, among other things, future
acquisitions of property or securities of other corporations, stock dividends,
stock splits, stock options, convertible debt and equity financing. This step
is necessary, in the judgment of the Board of Directors, in order to attract
potential new equity capital and carry out the Company's business objectives.

The Amendment will become effective upon filing the Amendment to the
Company's Articles of Incorporation, anticipated to be approximately five (5)
days after the annual shareholders meeting.

PROPOSAL THREE
ADOPTION OF RESTATED ARTICLES OF INCORPORATION

On April 25, 2001, the Board of Directors approved, subject to stockholder
approval, the Restated Articles of Amendment of youticket.com, inc. As
previously discussed in the Company's public filings, the Company was originally
organized as BNE Associates, Inc. Following the initial filing of the Company's
original Articles of Incorporation, the Company has filed three amendments to
its Articles of Incorporation, and the reverse stock split and authorized
preferred stock discussed herein will be a fourth amendment.

In order to simplify the Company's Articles of Incorporation and the
various subsequent amendments, the Board of Directors believes it in the
Company's best interest to consolidate the original Articles of Incorporation
and the subsequent amendments into a single Restated Articles of Incorporation.
A copy of the proposed restated Articles of Incorporation is attached to this
Information Statement as Appendix B.

PROPOSAL FOUR
YOUTICKET.COM, INC. 2001 STOCK OPTION PLAN

PURPOSE

The youticket.com, inc. 2001 Stock Option Plan (the "Plan") offers selected
employees, directors, and consultants an opportunity to acquire a proprietary
interest in the success of the Company, or to increase such interest, to
encourage such selected persons to remain in the employ of the Company and to
attract new employees with outstanding qualifications. The Plan seeks to
achieve this purpose by providing for Awards in the form of Restricted Shares
and Options, which may constitute Incentive Stock Options (ISO) or Non-statutory
Stock Options (NSO), as well as the direct award or sale of Shares of the
Company's Common Stock. The youticket.com, inc. 2001 Stock Option Plan is
attached to this Information Statement as Appendix C.

ADMINISTRATION

The Plan shall be administered by the Compensation Committee (the
"Committee") appointed by the Company's Board of Directors and comprised of at
least two or more Outside Directors. If no Committee has been appointed, the
entire Board shall constitute the Committee. The Board shall designate one of
the members of the Committee as chairperson. The Committee may hold meetings at
such times and places as it shall determine. The acts of a majority of the
Committee members present at meetings at which a quorum exists, or acts reduced
to or approved in writing by all Committee members shall be valid acts of the
Committee. The Committee has authority in its discretion to determine eligible
employees to whom, and the time or times, Awards may be granted and the number
of Shares subject to each Award. The Committee also has authority to prescribe,
amend, and rescind rules and regulations relating to the Plans.

ELIGIBILITY

Under the Plan only Employees shall be eligible for designation as
Participants by the Committee. An "Employee" shall mean (i) any individual who
is a Common-Law Employee of the Company or of a subsidiary, (ii) a member of the
Board of Directors, including an Outside Director, or an affiliate of a member
of the Board of Directors, (iii) a member of the board of directors of a
Subsidiary, or (iv) an independent contractor who performs services for the
Company or a Subsidiary.

An Employee who owns more than ten percent (10%) of the total combined
voting power of all classes of outstanding stock of the Company or any of its
Subsidiaries shall not be eligible for designation as an Offeree or Optionee
unless (i) the Exercise Price for an ISO (and a NSO to the extent required by
applicable law) is at least one hundred ten percent (110%) of the Fair Market
Value of a Share on the date of grant, (ii) if required by applicable law, the
Purchase Price of Shares is at least one hundred percent (100%) of the Fair
Market Value of a share on the date of grant, and (iii) in the case of an ISO,
such ISO by its terms is not exercisable after the expiration of five years from
the date of grant.

STOCK SUBJECT TO PLAN

Shares offered under the Plan shall be authorized but unissued Shares.
Subject to Section 5(b) and 9 of the Plan, the aggregate number of Shares that
may be issued or transferred as common stock pursuant to an Award under the Plan
shall not exceed 3,000,000 shares.

TERMS OF AWARDS OR SALES

Each award of sale of Shares under the Plan shall be evidenced by a Stock
Purchase Agreement between the Offeree and the Company. Any right to acquire
Shares under the Plan shall automatically expire if not exercised by the Offeree
within 30 days after the grant of such right was communicated to the Offeree by
the Committee. Unless otherwise permitted by applicable law, the Purchase Price
of Shares to be offered under the Plan shall not be less than eighty-five
percent (85%) of the Fair Market Value of a Share on the date of grant (100% for
10% or 5% shareholders), except as otherwise provided in Section 4(b) of the
Plan. Then entire Purchase Price of Shares issued under the Plans shall be
payable in lawful money of the United States of America at the time when such
Shares are purchased.

TERMS OF OPTIONS

Each grant of Options under the Plan shall be evidenced by a Stock Option
Agreement between the Optionee and the Company. Such Option shall be subject to
all applicable terms and conditions of the Plan and may be subject to any other
terms and conditions which are not inconsistent with the Plan and which the
Committee deems appropriate for inclusion in a Stock Option Agreement. Each
Stock Option Agreement shall also specify the number of Shares that are subject
to the Option and shall provide for the adjustment of such number in accordance
with Section 9 of the Plans. The Exercise Price of ISO shall not be less than
one hundred percent (100%) of the Fair Market Value of a Share on the date of
grant, except as otherwise provided in Section 4(b) of the Plan. To the extent
required by applicable law and except as otherwise provided in Section 4(b), the
Exercise price of a Nonstatutory Option shall not be less than eighty-five
percent (85%) of the Fair Market Value of a Share on the date of grant. Subject
to the preceding two sentences, the Exercise Price under any Option shall be
determined by the Committee in its sole discretion.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

Under current tax law, a holder of stock options under the Plan does not,
as a general matter, realize taxable income upon the grant or exercise hereof.
In general, a holder of stock options will only recognize gain at the time the
Common Stock, acquired through exercise of the stock option, is sold or
otherwise disposed of. In that situation, the amount of gain that the optionee
must recognize is equal to the amount by which the value of the common stock on
the date of the sale or other disposition exceeds the option price.

GRANTS UNDER THE PLAN

As of the date of this Information Statement, no Employee has been granted
Options or Shares under the Plan.

PROPOSAL FIVE
RATIFICATION OF APPOINTMENT
OF INDEPENDENT AUDITORS

The Board of Directors has appointed James E. Scheifley & Associates, P.C.,
independent auditors, to audit the consolidated financial statements of the
Company for the fiscal year ending December 31, 2001 and seeks ratification of
such appointment. In the event of a negative vote on such ratification, the
Board of Directors will reconsider its appointment.

OTHER INFORMATION

DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth the names and ages of the current directors and
executive officers of the Company, the principal offices and positions with the
Company held by each person and the date such person became a director or
executive officer of the Company. The executive officers of the Company are
elected annually by the Board of Directors. The directors serve one year terms
until their successors are elected. The executive officers serve terms of one
year or until their death, resignation or removal by the Board of Directors.
Unless described below, there are no family relationships among any of the
directors and officers.

Name . . . Age Position(s)
- ---------------------- --- -------------------------------

Donald A. Mitchell. . 67 Chairman of the Board (2000)
- ---------------------- --- -------------------------------

Jeffrey M. Harvey . . 29 President and Director (2000)
- ---------------------- --- -------------------------------

Byron Rambo. . . . . . 43 Director (2000)
- ---------------------- --- -------------------------------

Virginia Thompson. . . 34 Director (1999)
- ---------------------- --- -------------------------------

Alexander H. Williams 36 Director (1999)
- ---------------------- --- -------------------------------

Maria Burkholder . . . 33 Secretary and Treasurer (2000)
- ---------------------- --- -------------------------------

DONALD A. MITCHELL has served as Chairman of the Board since October 30,
2000. Mr. Mitchell has served as the Chairman and President of International
Investment Banking, Inc. since its inception in June 1999. Mr. Mitchell is
also the Chairman of the Board and CEO of Grant Douglas Acquisition Corp, Inc.,
an Idaho corporation engaged in the publication of various print media. For the
past 25 years, Mr. Mitchell has been engaged as a private consultant to
numerous companies in the areas of corporate finance and marketing. Mr.
Mitchell attended Bridgewater College in Bridgewater, Virginia and advanced
study programs at New York University and Columbia University.

BYRON RAMBO has served as a member of the Company's Board of Directors
since October 30, 2000. Mr. Rambo is the founder and has served as the
managing partner of Rambo and Company, a private accounting firm, for the past
15 years.

VIRGINIA THOMPSON has been a director of the Company since May 1999. Ms.
Thompson is with the Company on a part-time basis for about 10 hours per month
and reviews the accounting records of the Company. Ms. Thompson also is the
President of Tusk Studio, which she founded in 1990. In 1993, Ms. Thompson was
one of two people who initially designed Las Vegas Magazine. In 1995, she and a
partner became owners of Las Vegas Magazine, which was recently sold. Ms.
Thompson has a Bachelor of Arts degree from Montana State University.

ALEXANDER H. WILLIAMS has been a director of the Company since December
1999. Mr. Williams primarily is available for consultations on the operation
of the business and his primary duties are as a director. There is no
established time commitment. He is President of Hazard Media, Inc., which he
founded in 1999. Mr. Williams advises Internet companies in marketing,
communications and business development. From 1997 to 1999, Mr. Williams
worked for Mentor Graphics, a technology company that develops systems and
software solutions for the world's largest semiconductor and electronics
companies. Mr. Williams was a strategic marketing manager for Mentor Graphics
and worked more than a year as the company=s corporate writer, working on an
interim basis as the director of worldwide communications. From 1996 to 1997,
Mr. Williams was the business anchor in Portland, Oregon for KPTV and The
Business Journal. From 1996 to 1998, Mr. Williams was a journalist, covering
news for The Augusta Chronicle, Times Herald-Record and HFN, a trade magazine
for the home furnishings industry. He also freelanced for Jupiter
Communications and served as the local reported for Apple Computer's digital
newspaper, broadcast at Woodstock '94. Mr. Williams has a Master of Journalism
degree from Northwestern University's Medill School of Journalism, and a
Bachelor of Arts degree in French Literature from the University of Denver.

MARIA BURKHOLDER was appointed as the Company's Secretary and Treasurer on
October 30, 2000. Ms. Burkholder has been employed by the Company as its
Principle Accounting Officer, Vice President of Finance, and briefly as its
Interim President for two months. Ms. Burkholder was employed from September
1995 to July 1999 as a Senior Accountant at JCM in Las Vegas. Prior to JCM, she
served in various bookkeeping and accounting positions at Advance Marketing
Seminars (a subsidiary of Equinox), and R.A. Steiner & Co., CPA. Ms.
Burkholder has a Bachelor of Business Administration degree from DePaul
University (1993).

EXECUTIVE COMPENSATION

The Summary Compensation Table shows certain compensation information for
services rendered in all capacities for the fiscal years ended December 31, 2000
and 1999. Other than as set forth herein, no executive officer's salary and
bonus exceeded $100,000 in any of the applicable years. The following
information includes the dollar value of base salaries, bonus awards, the number
of stock options granted and certain other compensation, if any, whether paid or
deferred.

<BTB>

SUMMARY COMPENSATION TABLE

Annual Compensation Long Term Compensation
------------------------------------------- --------------------------------------------------------
Awards Payouts
------------------------- ----------------------

RESTRICTED SECURITIES ALL
OTHER ANNUAL STOCK UNDERLYING LTIP OTHER
NAME AND PRINCIPAL . . . SALARY BONUS COMPENSATION AWARDS OPTIONS SARS PAYOUTS COMPENSATION
POSITION. . . . . . . . YEAR ($) ($) ($) ($) (#) ($)

Donald A. Mitchell
(Chairman) . . . . . . . 2000 -0- -0- -0- -0- -0- -0- -0-

Jeffrey M. Harvey
(President, Director). . 2000 -0- -0- -0- -0- -0- -0- -0-

Byron Rambo
(Director) . . . . . . . 2000 -0- -0- -0- -0- -0- -0- -0-

Maria Burkholder
(Secretary,Treasurer). . 2000 42,695 -0- -0- -0- 100,000 -0- -0-

1999 3,538 -0- -0- -0- -0- -0- -0-

LeAnna Sidhu (1)
(Chairperson, President) 2000 36,000 -0- -0- -0- 390,000 -0- -0-

1999 -0- -0- -0- -0- -0- -0- -0-

Virginia Thompson
(Director) . . . . . . . 2000 -0- -0- -0- -0- 150,000 -0- -0-

1999 -0- -0- -0- -0- -0- -0- -0-

Alexander H. Williams
(Director) . . . . . . . 2000 -0- -0- -0- -0- 100,000 -0- -0-

1999 -0- -0- -0- -0- -0- -0- -0-

(1) Ms. Sidhu resigned as an officer, director, and employee of the Company
- --------------------------------------------------------------------------------
effective August 2000.
- ------------------------

<BTB>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
(INDIVIDUAL GRANTS)

NAME NUMBER OF SECURITIES PERCENT OF TOTAL
UNDERLYING OPTIONS/SARS GRANTED
OPTIONS/SARS GRANTED TO EMPLOYEES IN EXERCISE OF BASE
(#) FISCAL YEAR PRICE ($/SH) EXPIRATION DATE
- --------------------------------------------------------------------------------------------------------------------

Donald A. Mitchell -0- -0- -0- -0-

Jeffrey M. Harvey. -0- -0- -0- -0-

Byron Rambo -0- -0- -0- -0-

Maria Burkholder -0- -0- -0- -0-

LeAnna Sidhu -0- -0- -0- -0-

Virginia Thompson -0- -0- -0- -0-

Alexander Williams -0- -0- -0- -0-

<BTB>

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES

NUMBER OF UNEXERCISED VALUE OF UNEXERCISED IN-THE
SECURITIES UNDERLYING MONEY OPTIONSOPTIONS/SARS
OPTIONS/SARS AT FY-END(#) AT FY-END($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE

NAME SHARES ACQUIREDS ON
EXERCISE (#) VALUE REALIZED($)
- ----------------------------------------------------------------------------------------------------------------------------------

Donald A. Mitchell -0- -0- -0- -0-

Jeffrey M. Harvey -0- -0- -0- -0-

Byron Rambo -0- -0- -0- -0-

Maria Burkholder -0- -0- -0- -0-

LeAnna Sidhu -0- -0- -0- -0-

Virginia Thompson -0- -0- -0- -0-

Alexander Williams -0- -0- -0- -0-

COMPENSATION OF DIRECTORS

The Directors have not received any compensation for serving in such
capacity.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On October 30, 2000, the Company entered into agreements with several
different individuals and entities which, when taken together, result in a
restructuring of the Company's management, Board of Directors, and ownership.

On October 30, 2000, the Company entered into an investment banking
agreement with International Investment Banking, Inc. ("IIBI"). Under the
terms of the agreement, IIBI will provide investment banking and financial
services to the Company. The agreement is for a term of two (2) years,
renewable for successive one year terms unless terminated. As part compensation
for the services, the Company has issued to IIBI an aggregate of 4,000,000
shares of its Common Stock. In addition, the Company is obligated to pay to
IIBI the sum of $10,000 per month throughout the term of the agreement. The
first three payments are to be paid in cash on the sixtieth day after signing
the agreement, and additional shares of Common Stock in an undetermined amount
are to be placed in escrow and used to pay the monthly fee in the event the
Company is delinquent.

October 30, 2000, the Company entered into a consulting agreement with
Stockbroker Presentations, Inc. ("SPI"). SPI will provide services related to
advising the Company with respect to market maker and broker relations and
information services. The term of the agreement is 12 months, commencing on the
payment of the fees specified in the agreement. The agreement calls for the
issuance of 500,000 shares of Common Stock upon executing the contract, and for
200,000 shares of Common Stock to be issued monthly for the first six months of
the agreement. All of the 1,200,000 shares which were to be issued monthly have
been issued. In addition, the Company is obligated to issue to SPI an option,
exercisable beginning June 1, 2001, to acquire 4,000,000 shares of Common Stock
at $0.05 per share. The option is exercisable until June 1, 2002, and SPI has
been granted piggyback registration rights.

On October 30, 2000, the Company entered into a consulting agreement with
Donald A. Mitchell for management services related to the operations of the
Company. Under the terms of the agreement, Mr. Mitchell is to receive
2,000,000 shares of Common Stock. The agreement is for a term of one year, and
may be terminated by either party, with or without cause, on thirty days written
notice.

On October 30, 2000, by action of the Board authorized by the Bylaws of the
Company, the number of persons comprising the Board was increased from three
persons to five persons. As a result of this action, and the resignation of
LeAnna Sidhu, there then existed three vacancies on the Board. The Board has
elected Messrs. Donald A. Mitchell, Jeffrey M. Harvey, and Byron Rambo to
fill the three vacancies on the Board. Messrs. Mitchell and Harvey are officers
and are employed by IIBI. In addition, the Company appointed new officers,
namely Jeffrey M. Harvey as President, and Maria Burkholder as Secretary and
Treasurer.

On October 30, 2000, the Company obtained a commitment from Roy Meadows to
borrow $125,000 which is evidenced by a convertible negotiable promissory note
executed by the Company. The loans are scheduled to be made over time, the
first loan to be in the amount of $25,000 upon the signing of the note and then
$10,000 on the first day of each month commencing November 1, 2000 for the next
ten months, ending on August 1, 2001. The note is payable on December 16, 2001
for the full amount of the commitment and bears interest at the rate of 10% per
annum. The note is prepayable with a ten percent premium. The outstanding
amounts due on the note are convertible at the option of the holder into shares
of common stock at any time and from time to time by dividing the dollar amount
by the greater of (i) 80% of the average closing bid price of the common stock
for the five consecutive trading days ending two days prior to the date of
conversion or (ii) $0.005. If the full amount of the commitment is borrowed
under the note and the common stock is not trading, the Company could be asked
by the holder to convert the note into in excess of 25,000,000 shares of common
stock. The Company is obligated to reserve sufficient shares for the possible
conversion of the note which may prevent the Company from obtaining financing by
the sale of common stock or securities convertible into common stock from any
other sources.

On February 2, 2001, the Company issued to Jeffrey M. Harvey, its
President, 2,000,000 shares of common stock as compensation. On that same date,
an additional 1,200,000 shares of common stock were issued to International
Investment Banking, Inc. as compensation.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of April 26, 2001, certain information
with respect to the Company's equity securities owned of record or beneficially
by (i) each Officer and Director of the Company; (ii) each person who owns
beneficially more than 5% of each class of the Company's outstanding equity
securities; and (iii) all Directors and Executive Officers as a group.

Name and Address of Amount and Nature of Percent
------------
Title of Class . . . . . . . . . . . . Beneficial Owner Beneficial Ownership of Class (1)
- -------------------------------------- ------------------------------------------- --------------------- ------------
International Investment Banking, Inc. (2)
Common . . . . . . . . . . . . . . . . 2101 West State Road 434, Suite 221
Stock. . . . . . . . . . . . . . . . . Longwood, FL 32779 5,200,000 8.3%
- -------------------------------------- ------------------------------------------- --------------------- ------------

Donald A. Mitchell (2)
Common . . . . . . . . . . . . . . . . 2101 West State Road 434, Suite 221
Stock. . . . . . . . . . . . . . . . . Longwood, FL 32779 2,000,000 3.2%
- -------------------------------------- ------------------------------------------- --------------------- ------------

Roy Meadows (3)
Common . . . . . . . . . . . . . . . . 207 Jasmine Lane
Stock. . . . . . . . . . . . . . . . . Longwood, FL 32779 1,000,000 1.6
- -------------------------------------- ------------------------------------------- --------------------- ------------

Stockbroker Presentations, Inc. (3)
Common . . . . . . . . . . . . . . . . 207 Jasmine Lane
Stock. . . . . . . . . . . . . . . . . Longwood, FL 32779 5,500,000 (4) 8.3
- -------------------------------------- ------------------------------------------- --------------------- ------------

Common . . . . . . . . . . . . . . . . Carl E. Dilley
Stock. . . . . . . . . . . . . . . . . 2101 West State Road 434, Suite 221 -0- -0-%
Longwood, FL 32779
- -------------------------------------- ------------------------------------------- --------------------- ------------

Virgian Thompson
c/o youticket.com, inc.
Common . . . . . . . . . . . . . . . . 4815 W. Russell Suite14N
Stock. . . . . . . . . . . . . . . . . Las Vegas, NV 89103 - 0 - - 0 -
- -------------------------------------- ------------------------------------------- --------------------- ------------

Alexander Williams
c/o youticket.com, inc.
Common . . . . . . . . . . . . . . . . 4815 W. Russell, Suite14N
Stock. . . . . . . . . . . . . . . . . Las Vegas, NV 89103 - 0 - - 0 -
- -------------------------------------- ------------------------------------------- --------------------- ------------

Jeffrey M. Harvey
Common . . . . . . . . . . . . . . . . 2101 West State Road 434, Suite 221
Stock. . . . . . . . . . . . . . . . . Longwood, FL 32779 2,000,000 3.2%
- -------------------------------------- ------------------------------------------- --------------------- ------------

Byron Rambo
Common . . . . . . . . . . . . . . . . 2101 West State Road 434, Suite 221
Stock. . . . . . . . . . . . . . . . . Longwood, FL 32779 - 0 - - 0 -
- -------------------------------------- ------------------------------------------- --------------------- ------------

Maria Burkholder
c/o youticket.com, inc.
Common . . . . . . . . . . . . . . . . 4815 W. Russell, Suite 14N
Stock. . . . . . . . . . . . . . . . . Las Vegas, NV 89103 - 0 - - 0 -
- -------------------------------------- ------------------------------------------- --------------------- ------------

All Officers and Directors
as a Group (6 Persons) 9,200,000 14.7%
- -------------------------------------- ------------------------------------------- --------------------- -----------

(1) Based on 62,539,939 shares outstanding.

(2) Mr. Mitchell is the President and controlling owner of International
Investment Banking, Inc., and as such, is deemed to be the beneficial owner of
the shares held in the name of Donald A. Mitchell and International Investment
Banking, Inc.

(3) Mr. Meadows is the President and controlling owner of Stockbroker
Presentations, Inc., and as such, is deemed to be the beneficial owner of the
shares held in the name of Roy Meadows and Stockbroker Presentations, Inc.

(4) Includes options to acquire 4,000,000 shares of Common Stock at $0.05
per share exercisable beginning June 1, 2001.

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers and persons who own more than ten percent of a
registered class of the Company's equity securities to file with the SEC initial
reports of ownership and reports of changes in ownership of Common Stock and
other equity securities of the Company. Officers, directors and greater than
ten percent shareholders are required by SEC regulations to furnish the Company
with copies of all Section 16(a) forms they file.

To the Company's knowledge, as of the date of this Information Statement,
all officers and directors are current with respect to their filing obligations.

SHAREHOLDER PROPOSALS

Any shareholder desiring to submit a proposal for action at the 2002 Annual
Meeting of Shareholders and presentation in the Company's Information or Proxy
Statement with respect to such meeting should arrange for such proposal to be
delivered to the Company's offices, 4815 Russel Road, Suite 14-N, Las Vegas,
Nevada 89118, addressed to the corporate Secretary, no later than January 31,
2002 in order to be considered for inclusion in the Company's Information or
Proxy Statement relating to the meeting. Matters pertaining to such proposals,
including the number and length thereof, eligibility of persons entitled to have
such proposals included and other aspects are regulated by the Securities
Exchange Act of 1934, Rules and Regulations of the Securities and Exchange
Commission and other laws and regulations to which interested persons should
refer. The Company anticipates that its next annual meeting will be held in
June 2002.

On May 21, 1998, the Securities and Exchange Commission adopted an
amendment to Rule 14a-4, as promulgated under the Securities and Exchange Act of
1934, as amended. The amendment to Rule 14a-4(c)(1) governs the Company's use
of its discretionary proxy voting authority with respect to a shareholder
proposal which is not addressed in the Company's proxy statement. The new
amendment provides that if a proponent of a proposal fails to notify the Company
at least 45 days prior to the month and day of mailing of the prior year's proxy
statement, then the Company will be allowed to use its discretionary voting
authority when the proposal is raised at the meeting, without any discussion of
the matter in the proxy statement.

OTHER MATTERS

The Company has enclosed with this Information Statement a copy of its
Annual Report on Form 10-KSB to Shareholders for the year ended December 31,
2000.

By order of the Board of Directors

/s/ Jeffrey M. Harvey

Jeffery M. Harvey, President

Las Vegas, Nevada
May 11, 2001

CERTIFICATE OF AMENDMENT

ARTICLES OF INCORPORATION

YOUTICKET.COM, INC.

The undersigned being the President and Secretary of youticket.com, inc., a
Nevada Corporation, hereby certify that by unanimous vote of the Board of
Directors and majority vote of the stockholders at a meeting held on June 4,
2001, it was voted that this Certificate of Amendment of Articles of
Incorporation be filed.

The undersigned further certify that ARTICLE "FOUR" of the Articles of
Incorporation, originally filed on May 9, 1996, and as amended, are amended to
read as follows:

ARTICLE "FOUR" is hereby amended to read as follows:

The capital stock of the Corporation shall consist of 100,000,000 shares of
Common Stock, $0.0001 par value and 10,000,000 shares of preferred stock,
$0.0001 par value.

Effective upon the filing of this Certificate of Amendment of Articles of
Incorporation, the issued and outstanding shares of common stock shall undergo a
1-for-30 reverse stock split. As a result of the stock split, each thirty (30)
shares of common stock issued and outstanding before the effectiveness of the
split shall be exchanged for one (1) share of common stock after the split.
Fractional shares will be rounded up to the next whole share.

The shares of Preferred Stock may be issued from time to time in one or
more series. The Board of Directors of the Corporation (the "Board of
Directors") is expressly authorized to provide for the issue of all or any of
the shares of the Preferred Stock in one or more series, and to fix the number
of shares and to determine or alter for each such series, such voting powers,
full or limited, or no voting powers, and such designations, preferences, and
relative, participating, optional, or other rights and such qualifications,
limitations, or restrictions thereof, as shall be stated and expressed in the
resolution or resolutions adopted by the Board of Directors providing for the
issue of such shares (a "Preferred Stock Designation") and as may be permitted
by the General Corporation Law of the State of Nevada. The Board of Directors
is also expressly authorized to increase or decrease (but not below the number
of shares of such series then outstanding) the number of shares of any series
subsequent to the issue of shares of that series. In case the number of shares
of any such series shall be so decreased, the shares constituting such decrease
shall resume the status that they had prior to the adoption of the resolution
originally fixing the number of shares of such series.

The undersigned hereby certify that they have on this ___th day of April,
2001 executed this Certificate amending the Articles of Incorporation heretofore
filed with the Secretary of State of Nevada.

_______________________________
Jeffrey M. Harvey, President

_______________________________
Maria Burkholder, Secretary

RESTATED ARTICLES OF INCORPORATION

YOUTICKET.COM, INC.

ARTICLE I

The name of this corporation is:

YOUTICKET.COM, INC.

ARTICLE II

Offices for the transaction of any business of the Corporation, and where
meetings of the Board of Directors and of Stockholders may be held, may be
established and maintained in any part of the State of Nevada, or in any other
state, territory, or possession of the United States.

ARTICLE III

The nature of the business is to engage in any lawful activity.

ARTICLE IV

The capital stock of the Corporation shall consist of 100,000,000 shares of
Common Stock, $0.0001 par value and 10,000,000 shares of preferred stock,
$0.0001 par value.

ARTICLE V

The members of the governing board of the corporation shall be styled
directors, of which there shall be no less than one nor more than seven. The
Directors of this corporation need not be stockholders.

ARTICLE VI

This corporation shall have perpetual existence.

ARTICLE VII

This Corporation shall have president, a secretary, a treasurer and a
resident agent, to be chosen by the Board of Directors, any person may hold two
or more offices.

ARTICLE VIII

The Capital Stock of the corporation, after the fixed consideration thereof
has been paid or performed, shall not be subject to assessment, and the
individual liable for the debts and liabilities of the Corporation, and the
Articles of Incorporation shall never be amended as the aforesaid provisions.

ARTICLE IX

No director or officer of the corporation shall be personally liable to the
corporation of any of its stockholders for the damages for breach of fiduciary
duty as a director or officer involving any act or omission of any such director
or officer provided, however, that the foregoing provision shall not eliminate
or limit the liability of a director or officer for acts or omissions which
involve intentional misconduct, fraud or a knowing violation of law, or the
payment of dividends in violation of Section 78.300 of the Nevada Revised
Statutes. Any repeal or modification of this Article of the Stockholders of the
Corporation shall be prospective only, and shall not adversely affect any
limitation on the personal liability of a director or officer of the Corporation
for acts or omissions prior to such repeal or modification.

The number of shares of the corporation outstanding and entitled to vote on
this Restated Articles of Incorporation is ____________; that the said change(s)
and the Restated Articles of Incorporation have been consented to and approved
by a majority all of the stockholders of each class of stock outstanding and
entitled to vote thereon. The changes set forth herein shall be effective upon
the filing of these Restated Articles of Incorporation.

________________________________ _____________________________
Jeffrey M. Harvey Maria Burkholder
President Secretary

YOUTICKET.COM, INC.
2001 STOCK OPTION PLAN
----------------------

- ii -

TABLE OF CONTENTS
-----------------
Page
----
SECTION 1. PURPOSE. 1
SECTION 2. DEFINITIONS. 1
(a) "Award" 1
(b) "Board of Directors" 1
(c) "Change in Control" 1
(d) "Code" 1
(e) "Committee" 1
(f) "Common-Law Employee" 1
(g) "Company" 1
(h) "Employee" 2
(i) "Exchange Act" 2
(j) "Exercise Price" 2
(k) "Fair Market Value" 2
(l) "Incentive Stock Option" or "ISO" 2
(m) "Nonstatutory Option" or "NSO" 2
(n) "Offeree" 2
(o) "Option" 2
(p) "Optionee" 2
(q) "Outside Director" 2
(r) "Participant" 3
(s) "Plan" 3
(t) "Purchase Price" 3
(u) "Restricted Share" 3
(v) "Service" 3
(w) "Share" 3
(x) "Stock" 3
(y) "Stock Award Agreement" 3
(z) "Stock Option Agreement" 3
(aa) "Stock Purchase Agreement" 3
(bb) "Subsidiary" 3
(cc) "Total and Permanent Disability" 3
(dd) "W-2 Payroll" 3
SECTION 3. ADMINISTRATION. 3
(a) Committee Membership 3
(b) Committee Procedures 4
(c) Committee Responsibilities 4
(d) Committee Liability 4
(e) Financial Reports 4
SECTION 4. ELIGIBILITY. 4
(a) General Rule 4
(b) Ten-Percent Shareholders 4
(c) Attribution Rules 4
(d) Outstanding Stock 4
SECTION 5. STOCK SUBJECT TO PLAN. 4
(a) Basic Limitation 4
(b) Additional Shares 5
SECTION 6. TERMS AND CONDITIONS OF AWARDS OR SALES. 5
(a) Stock Purchase Agreement 5
(b) Duration of Offers 5
(c) Purchase Price 5
(d) Payment for Shares 5
(e) Exercise of Awards on Termination of Service 6
SECTION 7. ADDITIONAL TERMS AND CONDITIONS OF RESTRICTED 6
(a) Form and Amount of Award 6
(b) Exercisability 6
(c) Effect of Change in Control 6
(d) Voting Rights 6
SECTION 8. TERMS AND CONDITIONS OF OPTIONS. 6
(a) Stock Option Agreement 6
(b) Number of Shares 6
(c) Exercise Price 6
(d) Exercisability 7
(e) Effect of Change in Control 7
(f) Term 7
(g) Exercise of Options on Termination of Service 7
(h) Payment of Option Shares 7
(i) No Rights as a Shareholder 8
(j) Modification, Extension and Assumption of Options 8
SECTION 9. ADJUSTMENT OF SHARES. 8
(a) General 8
(b) Reorganizations 8
(c) Reservation of Rights 8
SECTION 10. WITHHOLDING TAXES. 8
(a) General 8
(b) Share Withholding 8
(c) Cashless Exercise/Pledge 8
(d) Other Forms of Payment 8
SECTION 11. ASSIGNMENT OR TRANSFER OF AWARDS. 9
(a) General 9
(b) Trusts 9
SECTION 12. LEGAL REQUIREMENTS. 9
SECTION 13. NO EMPLOYMENT RIGHTS. 9
SECTION 14. DURATION AND AMENDMENTS. 9
(a) Term of the Plan 9
(b) Right to Amend or Terminate the Plan 9
(c) Effect of Amendment or Termination 9

YOUTICKET.COM, INC. 2001 STOCK OPTION PLAN
------------------------------------------

SECTION 1.PURPOSE.
- ------------------
The purpose of the youticket.com, inc. 2001 Stock Option Plan (the "Plan")
is to offer selected employees, directors and consultants an opportunity to
acquire a proprietary interest in the success of the Company, or to increase
such interest, to encourage such selected persons to remain in the employ of the
Company and to attract new employees with outstanding qualifications. The Plan
seeks to achieve this purpose by providing for Awards in the form of Restricted
Shares and Options (which may constitute Incentive Stock Options or Nonstatutory
Stock Options) as well as the direct award or sale of Shares of the Company's
Common StockAwards may be granted under this Plan in reliance upon federal and
state securities law exemptions

SECTION 2.DEFINITIONS.
- ----------------------
(a) "Award" shall mean any award of an Option, Restricted Share or
-----
other right under the Plan.

(b) "Board of Directors" shall mean the Board of Directors of the
--------------------
Company, as constituted from time to time.

(c) "Change in Control" shall mean:
-------------------
(i) The consummation of a merger, consolidation, sale of the Company's
stock, or other reorganization of the Company (other than a
reincorporation of the Company), if after giving effect to such
merger, consolidation or other reorganization of the Company, the
stockholders of the Company immediately prior to such merger,
consolidation or other reorganization do not represent a majority
interest of the holders of voting securities (on a fully diluted
basis) with the ordinary voting power to elect directors of the
surviving or resulting entity after such merger, consolidation or
other reorganization; or (ii) The sale of all or substantially all of
the assets of the Company to a third party who is not an affiliate of
the Company. (iii) The term Change in Control shall not include: (a) a
transaction the sole purpose of which is to change the state of the
Company's incorporation, or (b) the Company's initial public offering.

(d) "Code" shall mean the Internal Revenue Code of 1986, as amended.
----

(e) "Committee" shall mean a committee of the Board of Directors
---------
which is authorized to administer the Plan under Section 3.

(f) "Common-Law Employee" shall mean an individual paid from W-2 Payroll
--------------------
of the Company or a Subsidiary. If, during any period, the Company (or
Subsidiary, as applicable) has not treated an individual as a Common-Law
Employee and, for that reason, has not paid such individual in a manner which
results in the issuance of a Form W-2 and withheld taxes with respect to him or
her, then that individual shall not be an eligible Employee for that period,
even if any person, court of law or government agency determines, retroactively,
that that individual is or was a Common-Law Employee during all or any portion
of that period.
(g) "Company" shall mean youticket.com, inc.
-------

(h) "Employee" shall mean (i) any individual who is a Common-Law Employee
--------
of the Company or of a Subsidiary, (ii) a member of the Board of Directors,
including (without limitation) an Outside Director, or an affiliate of a member
of the Board of Directors, (iii) a member of the board of directors of a
Subsidiary, or (iv) an independent contractor who performs services for the
Company or a Subsidiary. Service as a member of the Board of Directors, a member
of the board of directors of a Subsidiary or an independent contractor shall be
considered employment for all purposes of the Plan except the second sentence of
Section 4(a).

(i) "Exchange Act" means the Securities and Exchange Act of 1934, as
-------------
amended.

(j) "Exercise Price" shall mean the amount for which one Share
---------------
may be purchased upon exercise of an Option, as specified by the Committee
in the applicable Stock Option Agreement.

(k) "Fair Market Value" means the market price of Shares, determined
-------------------
by the Committee as follows:
(i) If the Shares were traded over-the-counter on the date in question
but were not traded on the Nasdaq Stock Market or the Nasdaq National
Market System, then the Fair Market Value shall be equal to the mean
between the last reported representative bid and asked prices quoted
for such date by the principal automated inter-dealer quotation system
on which the Shares are quoted or, if the Shares are not quoted on any
such system, by the "Pink Sheets" published by the National Quotation
Bureau, Inc.;

(ii) If the Shares were traded over-the-counter on the date in
question and were traded on the Nasdaq Stock Market or the Nasdaq
National Market System, then the Fair Market Value shall be equal to
the last-transaction price quoted for such date by the Nasdaq Stock
Market or the Nasdaq National Market;

(iii) If the Shares were traded on a stock exchange on the date in
question, then the Fair Market Value shall be equal to the closing
price reported by the applicable composite transactions report for
such date; and (iv) If none of the foregoing provisions is applicable,
then the Fair Market Value shall be determined by the Committee in
good faith on such basis as it deems appropriate.

In all cases, the determination of Fair Market Value by the Committee shall
be conclusive and binding on all persons.

(l) "Incentive Stock Option" or "ISO"
------------------------------------
shall mean an employee incentive stock option described in Code section 422(b).

(m) "Nonstatutory Option" or "NSO"
--------------------------------
shall mean an employee stock option that is not an ISO.

(n) "Offeree"
-------
shall mean an individual to whom the Committee has offered the right to acquire
Shares under the Plan (other than upon exercise of an Option).

(o) "Option"
------
shall mean an Incentive Stock Option or Nonstatutory Option granted under the
Plan and entitling the holder to purchase Shares.

(p) "Optionee" shall mean an individual or estate who holds an Option.
--------

(q) "Outside Director"
-----------------
shall mean a member of the Board who is not a Common-Law Employee of the Company
or a Subsidiary.

(r) "Participant"
-----------
shall mean an individual or estate who holds an Award.

(s) "Plan"
----
shall mean this 2001 Stock Option Plan of youticket.com, inc.

(t) "Purchase Price"
---------------
shall mean the consideration for which one Share may be acquired under the Plan
(other than upon exercise of an Option), as specified by the Committee
.
(u) "Restricted Share"
-----------------
shall mean a Share sold or granted to an eligible Employee which is
nontransferable and subject to substantial risk of forfeiture until restrictions
lapse.

(v) "Service" shall mean service as an Employee.
-------

(w) "Share"
-----
shall mean one share of Stock, as adjusted in accordance with Section 9 (if
applicable).

(x) "Stock" shall mean the common stock of the Company.
-----

(y) "Stock Award Agreement"
-----------------------
shall mean the agreement between the Company and the recipient of a Restricted
Share which contains the terms, conditions and restrictions pertaining to such
Restricted Share.

(z) "Stock Option Agreement"
------------------------
shall mean the agreement between the Company and an Optionee which contains the
terms, conditions and restrictions pertaining to his or her Option.

(aa) "Stock Purchase Agreement"
--------------------------
shall mean the agreement between the Company and an Offeree who acquires Shares
under the Plan which contains the terms, conditions and restrictions pertaining
to the acquisition of such Shares.

(bb) "Subsidiary"
----------
means any corporation (other than the Company) in an unbroken chain of
corporations beginning with the Company, if each of the corporations other than
the last corporation in the unbroken chain owns stock possessing 50% or more of
the total combined voting power of all classes of stock in one of the other
corporations in such chain. A corporation that attains the status of a
Subsidiary on a date after the adoption of the Plan shall be considered a
Subsidiary commencing as of such date.

(cc) "Total and Permanent Disability"
---------------------------------
means that the Optionee is unable to engage in any substantial gainful activity
by reason of any medically determinable physical or mental impairment.

(dd) "W-2 Payroll"
------------
means whatever mechanism or procedure that the Company or a Subsidiary utilizes
to pay any individual which results in the issuance of Form W-2 to the
individual. "W-2 Payroll" does not include any mechanism or procedure which
results in the issuance of any form other than a Form W-2 to an individual,
including, but not limited to, any Form 1099 which may be issued to an
independent contractor, an agency employee or a consultant. Whether a mechanism
or procedure qualifies as a "W-2 Payroll" shall be determined in the absolute
discretion of the Company (or Subsidiary, as applicable), and the Company or
Subsidiary determination shall be conclusive and binding on all persons.

SECTION 3.ADMINISTRATION.
- -------------------------
(a) Committee Membership
---------------------
The Plan shall be administered by the Compensation Committee (the "Committee")
appointed by the Company's Board of Directors and comprised of at least two or
more Outside Directors (although Committee functions may be delegated to
officers to the extent the awards relate to persons who are not subject to the
reporting requirements of Section 16 of the Exchange Act). If no Committee has
been appointed, the entire Board shall constitute the Committee.

(b) Committee Procedures
---------------------
The Board of Directors shall designate one of the members of the Committee as
chairperson. The Committee may hold meetings at such times and places as it
shall determine. The acts of a majority of the Committee members present at
meetings at which a quorum exists, or acts reduced to or approved in writing by
all Committee members, shall be valid acts of the Committee.

(c) Committee Responsibilities
---------------------------
The Committee has and may exercise such power and authority as may be necessary
or appropriate for the Committee to carry out its functions as described in the
Plan. The Committee has authority in its discretion to determine eligible
Employees to whom, and the time or times at which, Awards may be granted and the
number of Shares subject to each Award. Subject to the express provisions of the
respective Award agreements (which need not be identical) and to make all other
determinations necessary or advisable for Plan administration, the Committee has
authority to prescribe, amend, and rescind rules and regulations relating to the
Plan. All interpretations, determinations, and actions by the Committee will be
final, conclusive, and binding upon all persons.

(d) Committee Liability
--------------------
No member of the Board or the Committee will be liable for any action or
determination made in good faith by the Committee with respect to the Plan or
any Award made under the Plan.

(e) Financial Reports
------------------
To the extent required by applicable law, and not less often than annually, the
Company shall furnish to Offerees, Optionees and Shareholders who have received
Stock under the Plan its financial statements including a balance sheet
regarding the Company's financial condition and results of operations, unless
such Offerees, Optionees or Shareholders have duties with the Company that
assure them access to equivalent information. Such financial statements need not
be audited.

SECTION 4.ELIGIBILITY.
- ----------------------

(a) General Rule
-------------
. Only Employees shall be eligible for designation as Participants by the
Committee. In addition, only individuals who are employed as Common-Law
Employees by the Company or a Subsidiary shall be eligible for the grant of
ISOs.

(b) Ten-Percent Shareholders
-------------------------
An Employee who owns more than ten percent (10%) of the total combined
voting power of all classes of outstanding stock of the Company or any of its
Subsidiaries shall not be eligible for designation as an Offeree or Optionee
unless (i) the Exercise Price for an ISO (and a NSO to the extent required by
applicable law) is at least one hundred ten percent (110%) of the Fair Market
Value of a Share on the date of grant, (ii) if required by applicable law, the
Purchase Price of Shares is at least one hundred percent (100%) of the Fair
Market Value of a Share on the date of grant, and (iii) in the case of an ISO,
such ISO by its terms is not exercisable after the expiration of five years from
the date of grant.

(c) Attribution Rules
------------------
. For purposes of Subsection (b) above, in determining stock ownership, an
Employee shall be deemed to own the stock owned, directly or indirectly, by or
for his brothers, sisters, spouse, ancestors and lineal descendants. Stock
owned, directly or indirectly, by or for a corporation, partnership, estate or
trust shall be deemed to be owned proportionately by or for its shareholders,
partners or beneficiaries. Stock with respect to which such Employee holds an
Option shall not be counted.

(d) Outstanding Stock
------------------
. For purposes of Subsection (b) above, "outstanding stock" shall include all
stock actually issued and outstanding immediately after the grant. "Outstanding
Stock" shall not include shares authorized for issuance under outstanding
Options held by the Employee or by any other person.

SECTION 5.STOCK SUBJECT TO PLAN.
- -----------------------------------

(a) Basic Limitation
-----------------
. Shares offered under the Plan shall be authorized but unissued Shares.
Subject to Sections 5(b) and 9 of the Plan, the aggregate number of Shares which
may be issued or transferred as common stock pursuant to an Award under the Plan
shall not exceed 3,000,000 Shares.
In any event, the number of Shares which are subject to Awards or other
rights outstanding at any time under the Plan shall not exceed the number of
Shares which then remain available for issuance under the Plan. The Company,
during the term of the Plan, shall at all times reserve and keep available
sufficient Shares to satisfy the requirements of the Plan.

(b) Additional Shares
------------------
. In the event that any outstanding Option or other right for any reason
expires or is canceled or otherwise terminated, the Shares allocable to the
unexercised portion of such Option or other right shall again be available for
the purposes of the Plan. If a Restricted Share is forfeited before any
dividends have been paid with respect to such Restricted Share, then such
Restricted Share shall again become available for award under the Plan.

SECTION 6.TERMS AND CONDITIONS OF AWARDS OR SALES.
- --------------------------------------------------------

(a) Stock Purchase Agreement
--------------------------
. Each award or sale of Shares under the Plan (other than upon exercise of an
Option) shall be evidenced by a Stock Purchase Agreement between the Offeree and
the Company. Such award or sale shall be subject to all applicable terms and
conditions of the Plan and may be subject to any other terms and conditions
which are not inconsistent with the Plan and which the Committee deems
appropriate for inclusion in a Stock Purchase Agreement. The provisions of the
various Stock Purchase Agreements entered into under the Plan need not be
identical.

(b) Duration of Offers
--------------------
. Any right to acquire Shares under the Plan (other than an Option) shall
automatically expire if not exercised by the Offeree within 30 days after the
grant of such right was communicated to the Offeree by the Committee.

(c) Purchase Price
---------------
. Unless otherwise permitted by applicable law, the Purchase Price of Shares to
be offered under the Plan shall not be less than eighty-five percent (85%) of
the Fair Market Value of a Share on the date of grant (100% for 10%
shareholders), except as otherwise provided in Section 4(b). Subject to the
preceding sentence, the Purchase Price shall be determined by the Committee in
its sole discretion. The Purchase Price shall be payable in a form described in
Subsection (d) below.

(d) Payment for Shares
--------------------
. The entire Purchase Price of Shares issued under the Plan shall be
payable in lawful money of the United States of America at the time when such
Shares are purchased, except as provided below:

(i) Surrender of Stock. To the extent that a Stock Option Agreement so
------------------
provides, payment may be made all or in part with Shares which have already
been owned by the Optionee or Optionee's representative for any time period
specified by the Committee and which are surrendered to the Company in good
form for transfer. Such shares shall be valued at their Fair Market Value
on the date when the new Shares are purchased under the Plan.

(iii) Cashless Exercise. To the extent that a Stock Option Agreement so
------------------
provides and a public market for the Shares exists, payment may be made all
or in part by delivery (on a form prescribed by the Committee) of an
irrevocable direction to a securities broker to sell shares and to deliver
all or part of the sale proceeds to the Company in payment of the aggregate
Exercise Price.

(iv) Other Forms of Payment. To the extent provided in the Stock Option
-------------------------
Agreement, payment may be made in any other form that is consistent with
applicable laws, regulations and rules.

(e) Exercise of Awards on Termination of Service
--------------------------------------------------
Each Stock Award Agreement shall set forth the extent to which the recipient
shall have the right to exercise the Award following termination of the
recipient's Service with the Company and its Subsidiaries. Such provisions
shall be determined in the sole discretion of the Committee, need not be uniform
among all the Awards issued pursuant to the Plan, and may reflect distinctions
based on the reasons for termination of employment.

SECTION 7.ADDITIONAL TERMS AND CONDITIONS OF RESTRICTED SHARES.
- ----------------------------------------------------------------------

(a) Form and Amount of Award
----------------------------
. Each Stock Award Agreement shall specify the number of Shares that are
subject to the Award. Restricted Shares may be awarded in combination with NSOs
and such an Award may provide that the Restricted Shares will be forfeited in
the event that the related NSOs are exercised.

(b) Exercisability
--------------
. Each Stock Award Agreement shall specify the conditions upon which Restricted
Shares shall become vested, in full or in installments. To the extent required
by applicable law, each Stock Award shall become exercisable no less rapidly
than the rate of 20% per year for each of the first five years from the date of
grant. Subject to the preceding sentence, the exercisability of any Stock Award
shall be determined by the Committee in its sole discretion.

(c) Effect of Change in Control
-------------------------------
. The Committee may determine at the time of making an Award or thereafter,
that such Award shall become fully vested, in whole or in part, in the event
that a Change in Control occurs with respect to the Company.

(d) Voting Rights
--------------
. Holders of Restricted Shares awarded under the Plan shall have the same
voting, dividend and other rights as the Company's other stockholders. A Stock
Award Agreement, however, may require that the holders invested any cash
dividends received in additional Restricted Shares. Such additional Restricted
Shares shall be subject to the same conditions and restrictions as the Award
with respect to which the dividends were paid. Such additional Restricted
Shares shall not reduce the number of Shares available under Section 5.

SECTION 8.TERMS AND CONDITIONS OF OPTIONS.
- ----------------------------------------------

(a) Stock Option Agreement
------------------------
. Each grant of an Option under the Plan shall be evidenced by a Stock Option
Agreement between the Optionee and the Company. Such Option shall be subject to
all applicable terms and conditions of the Plan and may be subject to any other
terms and conditions which are not inconsistent with the Plan and which the
Committee deems appropriate for inclusion in a Stock Option Agreement. The
provisions of the various Stock Option Agreements entered into under the Plan
need not be identical.

(b) Number of Shares
------------------
. Each Stock Option Agreement shall specify the number of Shares that are
subject to the Option and shall provide for the adjustment of such number in
accordance with Section 9. The Stock Option Agreement shall also specify
whether the Option is an ISO or a Nonstatutory Option.

(c) Exercise Price
---------------
. Each Stock Option Agreement shall specify the Exercise Price. The Exercise
Price of an ISO shall not be less than one hundred percent (100%) of the Fair
Market Value of a Share on the date of grant, except as otherwise provided in
Section 4(b). To the extent required by applicable law and except as otherwise
provided in Section 4(b), the Exercise Price of a Nonstatutory Option shall not
be less than eighty-five percent (85%) of the Fair Market Value of a Share on
the date of grant. Subject to the preceding two sentences, the Exercise Price
under any Option shall be determined by the Committee in its sole discretion.
The Exercise Price shall be payable in a form described in Subsection (h) below.

(d) Exercisability
--------------
. Each Stock Option Agreement shall specify the date when all or any
installment of the Option is to become exercisable. To the extent required by
applicable law, an Option shall become exercisable no less rapidly than the rate
of 20% per year for each of the first five years from the date of grant.
Subject to the preceding sentence, the exercisability of any Option shall be
determined by the Committee in its sole discretion.

(e) Effect of Change in Control
-------------------------------
. The Committee may determine, at the time of granting an Option or thereafter,
that such Option shall become fully exercisable as to all Shares subject to such
Option in the event that a Change in Control occurs with respect to the Company.

(f) Term
----
. The Stock Option Agreement shall specify the term of the Option. The term
shall not exceed ten years from the date of grant (or five (5) years for ten
percent (10%) shareholders as provided in Section 4(b)). Subject to the
preceding sentence, the Committee at its sole discretion shall determine when an
Option is to expire.

(g) Exercise of Options on Termination of Service
---------------------------------------------------
. Each Option shall set forth the extent to which the Optionee shall have the
right to exercise the Option following termination of the Optionee's Service
with the Company and its Subsidiaries. Such provisions shall be determined in
the sole discretion of the Committee, need not be uniform among all Options
issued pursuant to the Plan, and may reflect distinctions based on the reasons
for termination of employment. Notwithstanding the foregoing, to the extent
required by applicable law, each Option shall provide that the Optionee shall
have the right to exercise the vested portion of any Option held at termination
for at least 60 days following termination of Service with the Company for any
reason, and that the Optionee shall have the right to exercise the Option for at
least six months if the Optionee's Service terminates due to death or
Disability.

(h) Payment of Option Shares
---------------------------
. The entire Exercise Price of Shares issued under the Plan shall be payable in
lawful money of the United States of America at the time when such Shares are
purchased, except as provided below:

(ii) Promissory Notes. To the extent that a Stock Option Agreement or Stock
----------------
Purchase Agreement so provides, payment may be made all or in part with a
full recourse promissory note executed by the Optionee or Offeree. The
interest rate and other terms and conditions of such note shall be
determined by the Committee. The Committee may require that the Optionee or
Offeree pledge his or her Shares to the Company for the purpose of securing
the payment of such note. In no event shall the stock certificate(s)
representing such Shares be released to the Optionee or Offeree until such
note is paid in full.
(iii) Cashless Exercise. To the extent that a Stock Option Agreement so
------------------
provides and a public market for the Shares exists, payment may be made all
or in part by delivery (on a form prescribed by the Committee) of an
irrevocable direction to a securities broker to sell shares and to deliver
all or part of the sale proceeds to the Company in payment of the aggregate
Exercise Price.

(i) Modification, Extension and Assumption of Options
------------------------------------------------------
. Within the limitations of the Plan, the Committee may modify, extend or
assume outstanding Options or may accept the cancellation of outstanding
Options (whether granted by the Company or another issuer) in return for
the grant of new Options for the same or a different number of Shares and
at the same or a different Exercise Price or for other consideration.

SECTION 9.ADJUSTMENT OF SHARES.
- ---------------------------------

(a) General
-------
. In the event of a subdivision of the outstanding Stock, a declaration of a
dividend payable in Shares, a combination or consolidation of the outstanding
Stock into a lesser number of Shares, a recapitalization, a reclassification or
a similar occurrence, the Committee shall make appropriate adjustments, subject
to the limitations set forth in Section 9(c), in one or more of (i) the number
of Shares available for future Awards under Section 5, (ii) the number of Shares
covered by each outstanding Option or Purchase Agreement or (iii) the Exercise
Price or Purchase Price under each outstanding Option or Stock Purchase
Agreement.

(b) Reorganizations
---------------
. In the event that the Company is a party to a merger or reorganization,
outstanding Options shall be subject to the agreement of merger or
reorganization, provided however, that the limitations set forth in Section 9(c)
shall apply.

(c) Reservation of Rights
-----------------------
. Except as provided in this Section 9, an Optionee or an Offeree shall have no
rights by reason of (i) any subdivision or consolidation of shares of stock of
any class, (ii) the payment of any dividend or (iii) any other increase or
decrease in the number of shares of stock of any class. Any issue by the
Company of shares of stock of any class, or securities convertible into shares
of stock of any class, shall not affect, and no adjustment by reason thereof
shall be made with respect to, the number, Exercise Price or Purchase Agreement
of Shares subject to an Option or Stock Purchase Agreement. The grant of an
Award pursuant to the Plan shall not affect in any way the right or power of the
Company to make adjustments, reclassifications, reorganizations or changes of
its capital or business structure, to merge or consolidate or to dissolve,
liquidate, sell or transfer all or any part of its business or assets.

SECTION 10.WITHHOLDING TAXES.
- ------------------------------

(a) General
-------
. To the extent required by applicable federal, state, local or foreign law, a
Participant or his or her successor shall make arrangements satisfactory to the
Committee for the satisfaction of any withholding tax obligations that arise in
connection with the Plan. The Company shall not be required to issue any Shares
or make any cash payment under the Plan until such obligations are satisfied.

(b) Share Withholding
------------------
. The Committee may permit a Participant to satisfy all or part of his or her
withholding or income tax obligations by having the Company withhold all or a
portion of any Shares that otherwise would be issued to him or her or by
surrendering all or a portion of any Shares that he or she previously acquired.
Such Shares shall be valued at their Fair Market Value on the date when taxes
otherwise would be withheld in cash. Any payment of taxes by assigning Shares
to the Company may be subject to restrictions, including any restrictions
required by rules of any federal or state regulatory body or other authority.

(c) Cashless Exercise/Pledge
-------------------------
. The Committee may provide that if Company Shares are publicly traded at the
time of exercise, arrangements may be made to meet the Optionee's withholding
obligation by cashless exercise or pledge.

(d) Other Forms of Payment
-------------------------
. The Committee may permit such other means of tax withholding as it deems
appropriate.

SECTION 11.ASSIGNMENT OR TRANSFER OF AWARDS.
- ------------------------------------------------

(a) General
-------
. An Award granted under the Plan shall not be anticipated, assigned, attached,
garnished, optioned, transferred or made subject to any creditor's process,
whether voluntarily, involuntarily or by operation of law, except as approved by
the Committee. Notwithstanding the foregoing, ISOs may not be transferable.
Also notwithstanding the foregoing, Offerees and Optionees may not transfer
their rights hereunder except by will, beneficiary designation or the laws of
descent and distribution.

(b) Trusts
------
. Neither this Section 11 nor any other provision of the Plan shall preclude a
Participant from transferring or assigning Restricted Shares to (a) the trustee
of a trust that is revocable by such Participant alone, both at the time of the
transfer or assignment and at all times thereafter prior to such Participant's
death, or (b) the trustee of any other trust to the extent approved by the
Committee in writing. A transfer or assignment of Restricted Shares from such
trustee to any other person than such Participant shall be permitted only to the
extent approved in advance by the Committee in writing, and Restricted Shares
held by such trustee shall be subject to all the conditions and restrictions set
forth in the Plan and in the applicable Stock Award Agreement, as if such
trustee were a party to such Agreement.

SECTION 12.LEGAL REQUIREMENTS.
- -------------------------------

Shares shall not be issued under the Plan unless the issuance and delivery
of such Shares complies with (or is exempt from) all applicable requirements of
law, including (without limitation) the Securities Act of 1933, as amended, the
rules and regulations promulgated thereunder, state securities laws and
regulations, and the regulations of any stock exchange on which the Company's
securities may then be listed.

SECTION 13.NO EMPLOYMENT RIGHTS.
- ----------------------------------

No provision of the Plan, nor any right or Option granted under the Plan,
shall be construed to give any person any right to become, to be treated as, or
to remain an Employee. The Company and its Subsidiaries reserve the right to
terminate any person's Service at any time and for any reason.

SECTION 14.DURATION AND AMENDMENTS.
- -------------------------------------

(a) Term of the Plan
-------------------
. The Plan, as set forth herein, shall become effective on the date of its
adoption by the Board of Directors, subject to the approval of the Company's
shareholders. In the event that the shareholders fail to approve the Plan
within twelve (12) months after its adoption by the Board of Directors, any
grants already made shall be null and void, and no additional grants shall be
made after such date. The Plan shall terminate automatically ten (10) years
after its adoption by the Board of Directors and may be terminated on any
earlier date pursuant to Subsection (b) below.

(b) Right to Amend or Terminate the Plan
------------------------------------------
. The Board of Directors may amend the Plan at any time and from time to time.
Rights and obligations under any right or Option granted before amendment of the
Plan shall not be materially altered, or impaired adversely, by such amendment,
except with consent of the person to whom the right or Option was granted. An
amendment of the Plan shall be subject to the approval of the Company's
shareholders only to the extent required by applicable laws, regulations or
rules including the rules of any applicable exchange.

(c) Effect of Amendment or Termination
--------------------------------------
. No Shares shall be issued or sold under the Plan after the termination
thereof, except upon exercise of an Option granted prior to such termination.
The termination of the Plan, or any amendment thereof, shall not affect any
Shares previously issued or any Option previously granted under the Plan.

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER
THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE, AND MAY BE
OFFERED AND SOLD ONLY IF REGISTERED AND QUALIFIED PURSUANT TO THE RELEVANT
PROVISIONS OF FEDERAL AND STATE SECURITIES LAWS OR IF THE COMPANY IS PROVIDED AN
OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION AND
QUALIFICATION UNDER FEDERAL AND STATE SECURITIES LAWS IS NOT REQUIRED.

YOUTICKET.COM, INC.
2001 STOCK OPTION PLAN

INCENTIVE STOCK OPTION AGREEMENT

youticket.com, inc. (the "Company"), hereby grants an Option to purchase
shares of its common stock ("Shares") to the Optionee named below. The terms
and conditions of the Option are set forth in this cover sheet, in the
attachment and in the Company's 2001 Stock Option Plan (the "Plan").
Date of Grant:_________________
Name of Optionee:______________
Optionee's Social Security Number:_______________________
Number of Shares Covered by Option:____________________
Exercise Price per Share: $______________________
[must be at least 100% fair market value on Date of Grant]
Vesting Start Date:________________________

___ Check here if Optionee is a 10% owner (so that exercise price must be
110% of fair market value and term will not exceed 5 years).

BY SIGNING THIS COVER SHEET, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS
DESCRIBED IN THE ATTACHED AGREEMENT AND IN THE PLAN, A COPY OF WHICH IS ALSO
ATTACHED.

Optionee:_______________________
(Signature)
Company:________________________
(Signature)
Title:_________________________

- ------

YOUTICKET.COM, INC.
2001 STOCK OPTION PLAN
INCENTIVE STOCK OPTION AGREEMENT

INCENTIVE STOCK OPTION This Option is intended to be an incentive stock
option under section 422 of the Internal Revenue Code and will be interpreted
accordingly.

VESTING No Shares will vest until you have performed _________ (____) months of
Service from the commencement of your employment with the Company.
Your Option shall vest as to ________ of the Shares on the date _______ (____)
months from the Vesting Start Date as shown on the cover sheet. Thereafter,
Shares shall vest at the rate of _______ of the Shares at the end of each full
month thereafter. After you have completed _________ (____) months of Service,
the number of Shares which vest under this Option at the Exercise Price shall be
equal to the product of the number of full months of your continuous employment
with the Company ("Service") (including any approved leaves of absence) from the
Vesting Start Date times the number of Shares covered by this Option times
________. The resulting number of Shares will be rounded to the nearest whole
number. No additional Shares will vest after your Service has terminated for any
reason.

You should note that you may exercise the Option prior to vesting.
In that case, the Company has a right to repurchase the unvested shares at the
original exercise price if you terminate employment before vesting in all shares
you purchased. Also, if you exercise before vesting, you should consider making
an 83(b) election. Please see the attached Tax Summary. The 83(b) election
------------------
must be filed within 30 days of the date you exercise.
------------------------------------------------------------

TERM Your Option will expire in any event at the close of business at
Company headquarters on the day before the tenth anniversary (fifth anniversary
for a 10% owner) of the Date of Grant, as shown on the cover sheet. (It will
expire earlier if your Service terminates, as described below.)

REGULAR TERMINATION If your Service terminates for any reason except death,
Disability or for "Cause," your Option will expire at the close of business at
Company headquarters on the 30th day after your termination date. During that
30-day period, you may exercise that portion of your Option that was vested on
your termination date.

DEATH If you die while in Service with the Company, your Option will expire
at the close of business at Company headquarters on the date six months after
the date of death. During that six-month period, your estate or heirs may
exercise that portion of your Option that was vested on the date of death.

DISABILITY If your Service terminates because of your Disability, your Option
will expire at the close of business at Company headquarters on the date six
months after your termination date. (However, if your Disability is not expected
to result in death or to last for a continuous period of at least 12 months,
your Option will be eligible for ISO tax treatment only if it is exercised
within three months following the termination of your Service.) During that
six-month period, you may exercise that portion of your Option that was vested
on the date of your Disability.

"Disability" means that you are unable to engage in any
substantial gainful activity by reason of any medically determinable physical or
mental impairment.

LEAVES OF ABSENCE For purposes of this Option, your Service does not
terminate when you go on a bona fide leave of absence that was approved by the
Company in writing, if the terms of the leave provide for continued service
crediting, or when continued service crediting is required by applicable law.
However, your Service will be treated as terminating 30 days after you went on
leave, unless your right to return to active work is guaranteed by law or by a
contract. Your Service terminates in any event when the approved leave ends
unless you immediately return to active work. The Company determines which
leaves count for this purpose, and when your Service terminates for all purposes
under the Plan. The Company also determines the extent to which you may
exercise the vested portion of your Option during a leave of absence.

NOTICE OF EXERCISE When you wish to exercise this Option, you must
execute Exhibit A (and, f exercise is prior to vesting, you must execute
- ---------
Exhibits B and D). Your exercise will be effective when it is received by
the Company. If someone else wants to exercise this Option after your
death, that person must prove to the Company's satisfaction that he or she
is entitled to do so.

FORM OF PAYMENT When you submit Exhibit A, you must include payment of the
---------
Exercise Price for the Shares you are purchasing. Payment may be made in one (or
a combination) of the following forms at the discretion of the committee:

- Your personal check, a cashier's check or a money order.

- Shares which you have owned for six months and which are surrendered to
the Company. The value of the Shares, determined as of the effective date
of the Option exercise, will be applied to the Exercise Price.

- To the extent that a public market for the Shares exists as determined by
the Company, by delivery (on a form prescribed by the Committee) of an
irrevocable direction to a securities broker to sell Shares and to deliver
all or part of the sale proceeds to the Company in payment of the aggregate
Exercise Price.

- Any other form of legal consideration approved by the Committee.

WITHHOLDING TAXES You will not be allowed to exercise this Option unless you
make acceptable arrangements to pay any withholding or other taxes that may be
due as a result of the Option exercise or the sale of Shares acquired upon
exercise of this Option.

RESTRICTIONS ON RESALE By signing this Agreement, you agree not to exercise
this Option or sell any Shares acquired upon exercise of this Option at a time
when applicable laws, regulations or Company or underwriter trading policies
prohibit exercise or sale. In particular, the Company shall have the right to
designate one or more periods of time, each of which shall not exceed 180 days
in length, during which this Option shall not be exercisable if the Company
determines (in its sole discretion) that such limitation on exercise could in
any way facilitate a lessening of any restriction on transfer pursuant to the
Securities Act or any state securities laws with respect to any issuance of
securities by the Company, facilitate the registration or qualification of any
securities by the Company under the Securities Act or any state securities laws,
or facilitate the perfection of any exemption from the registration or
qualification requirements of the Securities Act or any applicable state
securities laws for the issuance or transfer of any securities. Such limitation
on exercise shall not alter the vesting schedule set forth in this Agreement
other than to limit the periods during which this Option shall be exercisable.

Furthermore, in respect of any underwritten public offering by the Company,
you agree that you will not sell or otherwise transfer or dispose of any Shares
covered by this Option during a reasonable and customary period of time as
agreed to by the Company and the underwriters, not to exceed the greater of (a)
180 days following the effective date of the registration statement of the
Company filed under the Securities Act in respect of such offering and (b) such
other period of time as agreed to by holders of a majority of the then
outstanding Shares. By signing this Agreement you agree to execute and deliver
such other agreements as may be reasonably requested by the Company or the
underwriter which are consistent with the foregoing or which are necessary to
give further effect thereto. The Company may impose stop-transfer instructions
with respect to the Shares subject to the foregoing restriction until the end of
such period.

If the sale of Shares under the Plan is not registered under the Securities
Act of 1933, as amended (the "Securities Act"), but an exemption is available
which requires an investment or other representation, you shall represent and
agree at the time of exercise that the Shares being acquired upon exercise of
this Option are being acquired for investment, and not with a view to the sale
or distribution thereof, and shall make such other representations as are deemed
necessary or appropriate by the Company and its counsel.

THE COMPANY'S RIGHT OF FIRST REFUSAL In the event that you propose to sell,
pledge or otherwise transfer to a third party any Shares acquired under this
Agreement, or any interest in such Shares, the Company shall have the "Right of
First Refusal" with respect to all (and not less than all) of such Shares. If
you desire to transfer Shares acquired under this Agreement, you must give a
written "Transfer Notice" to the Company describing fully the proposed transfer,
including the number of Shares proposed to be transferred, the proposed transfer
price and the name and address of the proposed transferee. The Transfer Notice
shall be signed both by you and by the proposed transferee and must constitute a
binding commitment of both parties to the transfer of the Shares.

The Company and its assignees shall have the right to purchase all, and not
less than all, of the Shares on the terms described in the Transfer Notice
(subject, however, to any change in such terms permitted in the next paragraph)
by delivery of a Notice of Exercise of the Right of First Refusal within 30 days
after the date when the Transfer Notice was received by the Company. The
Company's rights under this Subsection shall be freely assignable, in whole or
in part.

If the Company fails to exercise its Right of First Refusal within 30 days
after the date when it received the Transfer Notice, you may, not later than 60
days following receipt of the Transfer Notice by the Company, conclude a
transfer of the Shares subject to the Transfer Notice on the terms and
conditions described in the Transfer Notice. Any proposed transfer on terms and
conditions different from those described in the Transfer Notice, as well as any
subsequent proposed transfer by you, shall again be subject to the Right of
First Refusal and shall require compliance with the procedure described in the
paragraph above. If the Company exercises its Right of First Refusal, you and
the Company (or its assignees) shall consummate the sale of the Shares on the
terms set forth in the Transfer Notice.

The Company's Right of First Refusal shall terminate upon the Company's
initial public offering.

The Company's Right of First Refusal
shall inure to the benefit of its successors and assigns and shall be binding
upon any transferee of the Shares.

RIGHT OF REPURCHASE Following termination of your Service for any reason,
the Company shall have the right to purchase all of those vested Shares that you
have or will acquire under this Option (unvested Shares which have been
exercised are subject to a Repurchase Option set forth in Exhibit A). If the
---------
Company fails to provide you with written notice of its intention to purchase
such Shares before or within 30 days of the date the Company receives written
notice from you of your termination of Service, the Company's right to purchase
such Shares shall terminate. If the Company exercises its right to purchase
such Shares, the Company will consummate the purchase of such Shares within 60
days of the date of its written notice to you. The purchase price for any
Shares repurchased shall be the higher of the fair market value of the Shares on
the date of purchase or the aggregate Exercise Price for such Shares and shall
be paid in cash. The Company's right of repurchase shall terminate in the event
that Stock is listed on an established stock exchange or is quoted regularly on
the Nasdaq National Market. The fair market value shall be determined by the
Board of Directors in its sole discretion.

TRANSFER OF OPTION Prior to your death, only you may exercise this Option.
You cannot transfer or assign this Option. For instance, you may not sell this
Option or use it as security for a loan. If you attempt to do any of these
things, this Option will immediately become invalid. You may, however, dispose
of this Option in your will.

Regardless of any marital property settlement agreement, the Company is not
obligated to honor a Notice of Exercise from your spouse or former spouse, nor
is the Company obligated to recognize such individual's interest in your Option
in any other way.

RETENTION RIGHTS This Agreement does not give you the right to be retained
by the Company in any capacity. The Company reserves the right to terminate
your Service at any time and for any reason.

SHAREHOLDER RIGHTS Neither you, nor your estate or heirs, have any rights as
a shareholder of the Company until a certificate for the Shares acquired upon
exercise of this Option has been issued. No adjustments are made for dividends
or other rights if the applicable record date occurs before your stock
certificate is issued, except as described in the Plan.

ADJUSTMENTS In the event of a stock split, a stock dividend or a similar
change in the Company's Stock, the number of Shares covered by this Option and
the Exercise Price per share may be adjusted pursuant to the Plan. Your Option
shall be subject to the terms of the agreement of merger, liquidation or
reorganization in the event the Company is subject to such corporate activity.

LEGENDS All certificates representing the Shares issued upon exercise of
this Option shall, where applicable, have endorsed thereon the following
legends: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFER AND OPTIONS TO PURCHASE SUCH SHARES SET FORTH IN AN
AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER, OR SUCH HOLDER'S
PREDECESSOR IN INTEREST. SUCH AGREEMENT IMPOSES CERTAIN TRANSFER RESTRICTIONS
AND GRANTS CERTAIN REPURCHASE RIGHTS TO THE COMPANY (OR ITS ASSIGNS) UPON THE
SALE OF THE SHARES OR UPON TERMINATION OF SERVICE WITH THE COMPANY. A COPY OF
SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE
FURNISHED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY BY THE HOLDER OF
SHARES REPRESENTED BY THIS CERTIFICATE.

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, OR THE SECURITIES LAWS OF ANY STATE, AND MAY
BE OFFERED AND SOLD ONLY IF REGISTERED AND QUALIFIED PURSUANT TO THE RELEVANT
PROVISIONS OF FEDERAL AND STATE SECURITIES LAWS OR IF THE COMPANY IS PROVIDED AN
OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT
REGISTRATION AND QUALIFICATION UNDER FEDERAL AND STATE SECURITIES LAWS IS NOT
REQUIRED."

APPLICABLE LAW This Agreement will be interpreted and enforced under the
laws of the State of California (without regard to their choice of law
provisions).

THE PLAN AND OTHER AGREEMENTS The text of the Plan is incorporated in this
Agreement by reference. Certain capitalized terms used in this Agreement are
defined in the Plan.

This Agreement, including its attachments, and the Plan constitute the entire
understanding between you and the Company regarding this Option. Any prior
agreements, commitments or negotiations concerning this Option are superseded.

BY SIGNING THE COVER SHEET OF THIS AGREEMENT, YOU AGREE TO ALL OF THE TERMS AND
CONDITIONS DESCRIBED ABOVE AND IN THE PLAN. YOU ALSO ACKNOWLEDGE THAT YOU HAVE
READ SECTION 11, "PURCHASER'S INVESTMENT REPRESENTATIONS" OF ATTACHMENT A AND
THAT YOU CAN AND HEREBY DO MAKE THE SAME REPRESENTATIONS WITH RESPECT TO THE
GRANT OF THIS OPTION.

YOUTICKET.COM, INC.
2001 STOCK OPTION PLAN

NONSTATUTORY STOCK OPTION AGREEMENT

Date of Grant:______________________
Name of Optionee:____________________
Optionee's Social Security Number:_____________________
Number of Shares Covered by Option:__________________
Exercise Price per Share: $_______________________
Vesting Start Date:________________

___ Check here if Optionee is a 10% owner (so that exercise price must be 110%
of fair market value and term will not exceed 5 years).

BY SIGNING THIS COVER SHEET, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS
DESCRIBED IN THE ATTACHED AGREEMENT AND IN THE PLAN, A COPY OF WHICH IS ALSO
ATTACHED.

Optionee:_______________________
(Signature)
Company:________________________
(Signature)
Title:__________________________

YOUTICKET.COM, INC.
2001 STOCK OPTION PLAN

NONSTATUTORY STOCK OPTION AGREEMENT

NONSTATUTORY STOCK OPTION This Option is not intended to be an incentive stock
option under section 422 of the Internal Revenue Code and will be interpreted
accordingly.

VESTING No Shares will vest until you have performed _______ (____) months of
Service from the commencement of your employment with the Company. Your Option
shall vest as to _______ of the Shares on the date _______ (____) months from
the Vesting Start Date as shown on the cover sheet. Thereafter, Shares shall
vest at the rate of ________ of the Shares at the end of each full month
thereafter. After you have completed ________ (____) months of Service, the
number of Shares which vest under this Option at the Exercise Price shall be
equal to the product of the number of full months of your continuous employment
with the Company ("Service") (including any approved leaves of absence) from the
Vesting Start Date times the number of Shares covered by this Option times
________. The resulting number of Shares will be rounded to the nearest whole
number. No additional Shares will vest after your Service has terminated for any
reason.

You should note that you may exercise the Option prior to vesting.
In that case, the Company has a right to repurchase the unvested shares at the
original exercise price if you terminate employment before vesting in all shares
you purchased. Also, if you exercise before vesting, you should consider making
an 83(b) election. Please see the attached Tax Summary. The 83(b) election
------------------
must be filed within 0 days of the date you exercise.
-----------------------------------------------------------

REGULAR TERMINATION If your Service terminates for any reason except death,
Disability, or for "Cause" your Option will expire at the close of business at
Company headquarters on the 30th day after your termination date. During such
30-day period, you may exercise that portion of your Option that was vested on
your termination date.

"Disability" means that you are unable to engage in any substantial gainful
activity by reason of any medically determinable physical or mental impairment.

LEAVES OF ABSENCE For purposes of this Option, your Service does not
terminate when you go on a bona fide leave of absence that was approved by the
Company in writing, if the terms of the leave provide for continued service
crediting, or when continued service crediting is required by applicable law.
However, your Service will be treated as terminating 30 days after you went on
leave, unless your right to return to work is guaranteed by law or by a
contract. Your service terminates in any event when the approved leave ends
unless you immediately return to Service. The Company determines which leaves
count for this purpose, and when your Service terminates for all purposes under
the Plan. The Company also determines the extent to which you may exercise the
vested portion of your Option during a leave of absence.

NOTICE OF EXERCISE When you wish to exercise this Option, you must execute
Exhibit A (and if exercise is prior to vesting you must also execute Exhibits B
--------- ----------
and D). Your Exercise will be effective when it is received by the Company. If
- -----
someone else wants to exercise this Option after your death, that person must
prove to the Company's satisfaction that he or she is entitled to do so.

- Your personal check, a cashier's check or a money order.

- Any other form of legal consideration approved by the Committee.

RESTRICTIONS ON RESALE By signing this Agreement, you agree not to exercise this
Option or sell any Shares acquired upon exercise of this Option at a time when
applicable laws, regulations or Company or underwriter trading policies prohibit
exercise or sale. In particular, the Company shall have the right to designate
one or more periods of time, each of which shall not exceed 180 days in length,
during which this Option shall not be exercisable if the Company determines (in
its sole discretion) that such limitation on exercise could in any way
facilitate a lessening of any restriction on transfer pursuant to the Securities
Act or any state securities laws with respect to any issuance of securities by
the Company, facilitate the registration or qualification of any securities by
the Company under the Securities Act or any state securities laws, or facilitate
the perfection of any exemption from the registration or qualification
requirements of the Securities Act or any applicable state securities laws for
the issuance or transfer of any securities. Such limitation on exercise shall
not alter the vesting schedule set forth in this Agreement other than to limit
the periods during which this Option shall be exercisable.

The Company and its assignees shall have the right to purchase all, and not
less than all, of the Shares on the terms described in the Transfer Notice
(subject, however, to any change in such terms permitted in the next paragraph)
by delivery of a notice of exercise of the Right of First Refusal within 30 days
after the date when the Transfer Notice was received by the Company.

The Company's rights under this Subsection shall be freely assignable, in
whole or in part.

The Company's Right of First Refusal shall terminate upon the Company's
initial public offering.

The Company's Right of First Refusal shall inure to the benefit of its
successors and assigns and shall be binding upon any transferee of the Shares.

RIGHT OF REPURCHASE Following termination of your Service for any reason, the
Company shall have the right to purchase all of those vested Shares that you
have or will acquire under this Option (unvested Shares which have been
exercised are subject to a Repurchase Option set forth in Exhibit A). If the
Company fails to provide
---------
you with written notice of its intention to purchase such Shares before or
within 30 days of the date the Company receives written notice from you of your
termination of Service, the Company's right to purchase such Shares shall
terminate. If the Company exercises its right to purchase such Shares, the
Company will consummate the purchase of such Shares within 60 days of the date
of its written notice to you. The purchase price for any Shares repurchased
shall be the higher of the fair market value of the Shares on the date of
purchase or the aggregate Exercise Price for such Shares and shall be paid in
cash. The Company's right of repurchase shall terminate in the event that Stock
is listed on an established stock exchange or is quoted regularly on the Nasdaq
National Market. The fair market value shall be determined by the Board of
Directors in its sole discretion.

TRANSFER OF OPTION Prior to your death, only you may exercise this Option. You
cannot transfer or assign this Option. For instance, you may not sell this
Option or use it as security for a loan. If you attempt to do any of these
things, this Option will immediately become invalid. You may, however, dispose
of this Option in your will.

RETENTION RIGHTS This Agreement does not give you the right to be retained
by the Company in any capacity. The Company reserves the right to terminate
your Service at any time and for any reason.

ADJUSTMENTS In the event of a stock split, a stock dividend or a similar change
in the Company Stock, the number of Shares covered by this Option and the
Exercise Price per share may be adjusted pursuant to the Plan. Your Option shall
be subject to the terms of the agreement of merger, liquidation or
reorganization in the event the Company is subject to such corporate activity.

LEGENDS All certificates representing the Shares issued upon exercise of this
Option shall, where applicable, have endorsed thereon the following legends:

"THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFER AND OPTIONS TO PURCHASE SUCH SHARES SET FORTH IN AN
AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER, OR SUCH HOLDER'S
PREDECESSOR IN INTEREST. SUCH AGREEMENT IMPOSES CERTAIN TRANSFER RESTRICTIONS
AND GRANTS CERTAIN REPURCHASE RIGHTS TO THE COMPANY (OR ITS ASSIGNS) UPON THE
SALE OF THE SHARES OR UPON TERMINATION OF SERVICE WITH THE COMPANY. A COPY OF
SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE
FURNISHED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY BY THE HOLDER OF
SHARES REPRESENTED BY THIS CERTIFICATE.

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, OR THE SECURITIES LAWS OF ANY STATE, AND MAY BE
OFFERED AND SOLD ONLY IF REGISTERED AND QUALIFIED PURSUANT TO THE RELEVANT
PROVISIONS OF FEDERAL AND STATE SECURITIES LAWS OR IF THE COMPANY IS PROVIDED AN
OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT
REGISTRATION AND QUALIFICATION UNDER FEDERAL AND STATE SECURITIES LAWS IS NOT
REQUIRED."

APPLICABLE LAW This Agreement will be interpreted and enforced under the
laws of the State of California (without regard to their choice of law
provisions).

THE PLAN AND OTHER AGREEMENTS The text of the Plan is incorporated in this
Agreement by reference. Certain capitalized terms used in this Agreement are
defined in the Plan.

This Agreement and the Plan constitute the entire understanding between you and
the Company regarding this Option. Any prior agreements, commitments or
negotiations concerning this Option are superseded.

EXHIBIT A

YOUTICKET.COM, INC.
-------------------

Notice of Exercise and Common Stock Purchase Agreement
------------------------------------------------------

WITNESSETH:

THIS AGREEMENT is dated as of ___________, ____, between youticket.com,
inc. (the "Company"), and _________________ ("Purchaser").

WHEREAS, the Company and Purchaser are parties to that certain ___
Incentive ___ Nonstatutory Stock Option Agreement dated as of ___________, ____
(the "Option Agreement") pursuant to which the Purchaser has the right to
purchase up to ______ shares of the Company's common stock (the "Option
Shares"); and

WHEREAS, the Option is exercisable with respect to certain of the Option Shares
as of the date hereof; and

WHEREAS, pursuant to the Option Agreement, Purchaser desires to purchase shares
of the Company as herein described, on the terms and conditions set forth in
this Agreement, the Option Agreement and the youticket.com, inc. 2001 Stock
Option Plan (the "Plan"). Certain capitalized terms used in this Agreement are
defined in the Plan.

NOW, THEREFORE, it is agreed between the parties as follows:

SECTION 1: PURCHASE OF SHARES.
- -----------------------------------

(a) Pursuant to the terms of the Option Agreement, Purchaser hereby
agrees to purchase from the Company and the Company agrees to sell and issue to
Purchaser _________ shares of the Company's common stock (the "Stock") for the
Exercise Price per share specified in the Option Agreement payable by personal
check, cashier's check or money order, if permitted by the Option Agreement, as
follows: _______________________________. Payment shall be delivered at the
Closing, as such term is hereinafter defined.
(b) The closing hereunder (the "Closing") shall occur at the offices of the
Company on __________, ____, or such other time and place as may be designated
by the Company (the "Closing Date").

SECTION 2: REPURCHASE OPTION
- --------------------------------

All unvested shares of the Stock purchased by the Purchaser pursuant to
this Agreement (sometimes referred to as the "Repurchase Option Stock") shall be
subject to the following option (the "Repurchase Option"):
(a) In the event the Purchaser terminates service with the Company
("Service") for any reason, with or without cause, the Company may exercise the
Repurchase Option.
(b) Purchaser understands that the Stock is being sold in order to induce
Purchaser to become and/or remain associated with the Company and to work
diligently for the success of the Company and that the Repurchase Option Stock
will continue to vest in accordance with the schedule set forth in the Option
Agreement. Accordingly, the Company shall have the right at any time within 90
days after the termination of Service to purchase from the Purchaser all shares
of Stock purchased hereunder which have not vested in accordance with the terms
of such vesting schedule in the Option Agreement. The purchase price for such
unvested shares of Repurchase Option Stock shall be the Exercise Price per share
paid by Purchaser for such shares pursuant to the Option (the "Option Price").
The purchase price shall be paid by certified or cashier's check or by
cancellation of any indebtedness of Purchaser to the Company.
(c) Nothing in this Agreement shall be construed as a right by purchaser to
be employed by Company, or a parent or subsidiary of Company.

SECTION 3: EXERCISE OF REPURCHASE OPTION
- ----------------------------------------------

The Repurchase Option shall be exercised by written notice signed by an
officer of the Company and delivered or mailed as provided in Section 16 of this
Agreement and to the Escrow Agent as provided in Section 16 of the Joint Escrow
Instructions attached as Exhibit B to the Option Agreement.

SECTION 4: WAIVER, ASSIGNMENT, EXPIRATION OF REPURCHASE OPTION
- ----------------------------------------------------------------------

If the Company waives or fails to exercise the Repurchase Option as to all
of the shares subject thereto, the Company may, in the discretion of its Board
of Directors, assign the Repurchase Option to any other holder or holders of
preferred or common stock of the Company in such proportions as such Board of
Directors may determine. In the event of such an assignment, the assignee shall
pay to the Company in cash an amount equal to the fair market value of the
Repurchase Option. The Company shall promptly, upon expiration of the 90-day
period referred to in Section 2 above, notify Purchaser of the number of shares
subject to the Repurchase Option assigned to such stockholders and shall notify
both the Purchaser and the assignees of the time, place and date for settlement
of such purchase, which must be made within 90 days from the date of cessation
of continuous employment. In the event that the Company and/or such assignees
do not elect to exercise the Repurchase Option as to all or part of the shares
subject to it, the Repurchase Option shall expire as to all shares which the
Company and/or such assignees have not elected to purchase.

SECTION 5: ESCROW OF SHARES
- --------------------------------

(a) As security for Purchaser's faithful performance of the terms of
this Agreement and to ensure the availability for delivery of Purchaser's shares
upon exercise of the Repurchase Option herein provided for, Purchaser agrees at
the Closing hereunder, to deliver to and deposit with the Escrow Agent named in
the Joint Escrow Instructions attached to the Option Agreement as Exhibit B, the
certificate or certificates evidencing the Option Stock subject to the
Repurchase Option and two Assignments Separate from Certificate duly executed
(with date and number of shares in blank) in the form attached to the Option
Agreement as Exhibit D. Such documents are to be held by the Escrow Agent and
delivered by the Escrow Agent pursuant to the Joint Escrow Instructions, which
instructions shall also be delivered to the Escrow Agent at the Closing
hereunder.

(b) Within 30 days after the last day of each successive completed
calendar quarter after the Closing Date, if Purchaser so requests, the Escrow
Agent will deliver to Purchaser certificates representing so many shares of
Stock as are no longer subject to the Repurchase Option (less such shares as
have been previously delivered). Ninety days after cessation of Purchaser's
employment with the Company the Company will direct the Escrow Agent to deliver
to Purchaser a certificate or certificates representing the number of shares not
repurchased by the Company or its assignees pursuant to exercise of the
Repurchase Option (less such shares as have been previously delivered).

SECTION 6: ADJUSTMENT OF SHARES
- ------------------------------------

Subject to the provisions of the Articles of Incorporation of the Company,
if, from time to time during the term of the Repurchase Option:

(a) there is any stock dividend or liquidating dividend of cash and/or
property, stock split or other change in the character or amount of any of the
outstanding securities of the Company, or
(b) there is any consolidation, merger or sale of all or substantially all,
of the assets of the Company, then, in such event, any and all new, substituted
or additional securities or other property to which Purchaser is entitled by
reason of Purchaser's ownership of the shares shall be immediately subject to
such Repurchase Option with the same force and effect as the shares of Option
Stock from time to time subject to the Repurchase Option. While the total Option
Price shall remain the same after each such event, the Option Price per share of
Option Stock upon exercise of the Repurchase Option shall be appropriately and
equitably adjusted as determined by the Board of Directors of the Company.

SECTION 7: THE COMPANY'S RIGHT OF FIRST REFUSAL.
- --------------------------------------------------------

Before any shares of Stock registered in the name of Purchaser and not
subject to the Repurchase Option may be sold or transferred, such shares shall
first be offered to the Company as set forth in the Option Agreement.

SECTION 8: PURCHASER'S RIGHTS AFTER EXERCISE OF REPURCHASE OPTION OR RIGHT OF
- --------------------------------------------------------------------------------
FIRST REFUSAL.
- ---------------

If the Company makes available, at the time and place and in the amount and
form provided in this Agreement, the consideration for the Stock to be
repurchased in accordance with the provisions of Sections 2 and 7 of this
Agreement, then from and after such time the person from whom such shares are to
be repurchased shall no longer have any rights as a holder of such shares (other
than the right to receive payment of such consideration in accordance with this
Agreement). Such shares shall be deemed to have been repurchased in accordance
with the applicable provisions hereof, whether or not the certificate(s)
therefor have been delivered as required by this Agreement.

SECTION 9: TRANSFER BY PURCHASER TO CERTAIN TRUSTS.
- -----------------------------------------------------------

Purchaser shall have the right to transfer all or any portion of
Purchaser's interest in the shares issued under this Agreement which have been
delivered to Purchaser under the provisions of Section 5 of this Agreement, to a
trust established by Purchaser for the benefit of Purchaser, Purchaser's spouse
or Purchaser's children, without being subject to the provisions of Section 7
hereof, provided that the trustee on behalf of the trust shall agree in writing
to be bound by the terms and conditions of this Agreement. The transferee shall
execute a copy of Exhibit C attached to the Option Agreement and file the same
with the Secretary of the Company.

SECTION 10: LEGEND OF SHARES.
- ----------------------------------

All certificates representing the Stock purchased under this Agreement
shall, where applicable, have endorsed thereon the legends set forth in the
Option Agreement and any other legends required by applicable securities laws.

SECTION 11: PURCHASER'S INVESTMENT REPRESENTATIONS.
- --------------------------------------------------------

(a) This Agreement is made with Purchaser in reliance upon Purchaser's
representation to the Company, which by Purchaser's acceptance hereof Purchaser
confirms, that the Stock which Purchaser will receive will be acquired with
Purchaser's own funds for investment for an indefinite period for Purchaser's
own account, not as a nominee or agent, and not with a view to the sale or
distribution of any part thereof, and that Purchaser has no present intention of
selling, granting participation in, or otherwise distributing the same, but
subject, nevertheless, to any requirement of law that the disposition of
Purchaser's property shall at all times be within Purchaser's control. By
executing this Agreement, Purchaser further represents that Purchaser does not
have any contract, understanding or agreement with any person to sell, transfer,
or grant participation, to such person or to any third person, with respect to
any of the Stock.
(b) Purchaser understands that the Stock will not be registered or
qualified under federal or state securities laws on the ground that the sale
provided for in this Agreement is exempt from registration or qualification
under federal or state securities laws and that the Company's reliance on such
exemption is predicated on Purchaser's representations set forth herein.
(c) Purchaser agrees that in no event will Purchaser make a disposition of
any of the Stock (including a disposition under Section 9 of this Agreement),
unless and until (i) Purchaser shall have notified the Company of the proposed
disposition and shall have furnished the Company with a statement of the
circumstances surrounding the proposed disposition and (ii) Purchaser shall have
furnished the Company with an opinion of counsel satisfactory to the Company to
the effect that (A) such disposition will not require registration or
qualification of such Stock under federal or state securities laws or (B)
appropriate action necessary for compliance with the federal or state securities
laws has been taken or (iii) the Company shall have waived, expressly and in
writing, its rights under clauses (i) and (ii) of this section.
(d) With respect to a transaction occurring prior to such date as the Plan
and Stock thereunder are covered by a valid Form S-8 or similar federal
registration statement, this subsection shall apply unless the transaction is
covered by the exemption in Nevada General Corporation Law or a similar broad
based exemption. In connection with the investment representations made herein,
Purchaser represents that Purchaser is able to fend for himself or herself in
the transactions contemplated by this Agreement, has such knowledge and
experience in financial and business matters as to be capable of evaluating the
merits and risks of Purchaser's investment, has the ability to bear the economic
risks of Purchaser's investment and has been furnished with and has had access
to such information as would be made available in the form of a registration
statement together with such additional information as is necessary to verify
the accuracy of the information supplied and to have all questions answered by
the Company.
(e) Purchaser understands that if the Company does not register with the
Securities and Exchange Commission pursuant to Section 12 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") or if a registration
statement covering the Stock (or a filing pursuant to the exemption from
registration under Regulation A of the Securities Act of 1933) under the
Securities Act of 1933 is not in effect when Purchaser desires to sell the
Stock, Purchaser may be required to hold the Stock for an indeterminate period.
Purchaser also acknowledges that Purchaser understands that any sale of the
Stock which might be made by Purchaser in reliance upon Rule 144 under the
Securities Act of 1933 may be made only in limited amounts in accordance with
the terms and conditions of that Rule.

SECTION 12: ASSISTANCE TO PURCHASER UNDER RULE 144.
- -----------------------------------------------------------

The Company covenants and agrees that (a) at all times after it first
becomes subject to the reporting requirements of Section 13 or 15(d) of the
Exchange Act, it will use its best efforts to comply with the current public
information requirements of Rule 144(c)(1) under the Securities Act of 1933, and
that if prior to becoming subject to such reporting requirements an
over-the-counter market develops for the Stock, it will make publicly available
the information required by Rule 144(c)(2); (b) it will furnish Purchaser, upon
request, with all information required for the preparation and filing of Form
144; and (c) it will on a timely basis use its best efforts to file all reports
required to be filed and make all disclosures, including disclosures of
materially adverse information, required to permit Purchaser to make the
required representations in Form 144.

SECTION 13: NO DUTY TO TRANSFER IN VIOLATION HEREUNDER.
- ----------------------------------------------------------------

The Company shall not be required (a) to transfer on its books any shares
of Stock of the Company which shall have been sold or transferred in violation
of any of the provisions set forth in this Agreement or (b) to treat as owner of
such shares or to accord the right to vote as such owner or to pay dividends to
any transferee to whom such shares shall have been so transferred.

SECTION 14: RIGHTS OF PURCHASER.
- -------------------------------------

Except as otherwise provided herein, Purchaser shall, during the term of
this Agreement, exercise all rights and privileges of a stockholder of the
Company with respect to the Stock.

SECTION 15: OTHER NECESSARY ACTIONS.
- -----------------------------------------

The parties agree to execute such further instruments and to take such
further action as may reasonably be necessary to carry out the intent of this
Agreement.

SECTION 16: NOTICE.
- ----------------------

Any notice required or permitted hereunder shall be given in writing and
shall be deemed effectively given upon the earliest of personal delivery,
receipt or the third full day following deposit in the United States Post Office
with postage and fees prepaid, addressed to the other party hereto at the
address last known or at such other address as such party may designate by 10
days' advance written notice to the other party hereto.

SECTION 17: SUCCESSORS AND ASSIGNS.
- ----------------------------------------

This Agreement shall inure to the benefit of the successors and assigns of
the Company and, subject to the restrictions on transfer herein set forth, be
binding upon Purchaser and Purchaser's heirs, executors, administrators,
successors and assigns. The failure of the Company in any instance to exercise
the Repurchase Option or rights of first offer described herein shall not
constitute a waiver of any other Repurchase Option or right of first offer that
may subsequently arise under the provisions of this Agreement. No waiver of any
breach or condition of this Agreement shall be deemed to be a waiver of any
other or subsequent breach or condition, whether of a like or different nature.

SECTION 18: APPLICABLE LAW.
- -------------------------------

This Agreement shall be governed by, and construed in accordance with, the
laws of the State of California, as such laws are applied to contracts entered
into and performed in such state.

SECTION 19: NO STATE QUALIFICATION.
- ----------------------------------------

THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT
BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF NEVADA AND
THE ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE
CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION IS UNLAWFUL, UNLESS THE SALE
OF SECURITIES IS EXEMPT FROM THE QUALIFICATION. THE RIGHTS OF ALL PARTIES TO
THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED,
UNLESS THE SALE IS SO EXEMPT.

SECTION 20: NO ORAL MODIFICATION.
- --------------------------------------

No modification of this Agreement shall be valid unless made in writing and
signed by the parties hereto.

SECTION 21: ENTIRE AGREEMENT.
- ---------------------------------

This Agreement and the Option Agreement constitute the entire complete and
final agreement between the parties hereto with regard to the subject matter
hereof.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.

YOUTICKET.COM, INC. PURCHASER

By _________________________ _____________________________

EXHIBIT B
---------
JOINT ESCROW INSTRUCTIONS
-------------------------

_________, _____

Secretary
_____________________

Dear Sir or Madam:

As Escrow Agent for both youticket.com, inc. (the "Company"), and
___________________ ("Purchaser"), you are hereby authorized and directed to
hold the documents delivered to you pursuant to the terms of that certain Common
Stock Purchase Agreement (the "Agreement") of even date herewith, to which a
copy of these Joint Escrow Instructions is attached as Exhibit B to a certain
Stock Option dated ________ ("Option Agreement"), in accordance with the
following instructions:

1. In the event the Company shall elect to exercise the Repurchase
Option set forth in the Agreement, the Company shall give to Purchaser and you a
written notice as provided in the Agreement. Purchaser and the Company hereby
irrevocably authorize and direct you to close the transaction contemplated by
such notice, including prompt delivery of stock certificates.

2. At the closing, you are directed (a) to date the stock assignment form or
forms necessary for the transfer in question, (b) to fill in the number of
shares being transferred, and (c) to deliver same, together with the certificate
or certificates evidencing the shares to be transferred, to the Company against
the simultaneous delivery to you of the purchase price (by certified or bank
cashier's check) for the number of shares being purchased pursuant to the
exercise of the Repurchase Option.

3. Purchaser irrevocably authorizes the Company to deposit with you any
certificates evidencing shares to be held by you hereunder and any additions and
substitutions to said shares as defined in the Agreement. Purchaser does hereby
irrevocably constitute and appoint you as Purchaser's attorney-in-fact and agent
for the term of this escrow to execute with respect to such securities all
documents necessary or appropriate to make such securities negotiable and to
complete any transaction herein contemplated. Subject to the provisions of this
Section 3, Purchaser shall exercise all rights and privileges, including but not
limited to, the right to vote and to receive dividends (if any), of a
stockholder of the Company while the shares are held by you.

4. In accordance with the terms of Section 5 of the Agreement, you may from
time to time deliver to Purchaser a certificate or certificates representing so
many shares as are no longer subject to the Repurchase Option.

5. This escrow shall terminate upon the release of all shares held under the
terms and provisions hereof.

6. If at the time of termination of this escrow you should have in your
possession any documents, securities or other property belonging to Purchaser,
you shall deliver all of same to Purchaser and shall be discharged from all
further obligations hereunder.

7. Your duties hereunder may be altered, amended, modified or revoked only
by a writing signed by all of the parties hereto.

8. You shall be obligated only for the performance of such duties as are
specifically set forth herein and may rely and shall be protected in relying or
refraining from acting on any instrument reasonably believed by you to be
genuine and to have been signed or presented by the proper party or parties.
You shall not be personally liable for any act you may do or omit to do
hereunder as Escrow Agent or as attorney-in-fact of Purchaser while acting in
good faith and in the exercise of your own good judgment, and any act done or
omitted by you pursuant to the advice of your own attorneys shall be conclusive
evidence of such good faith.

9. You are hereby expressly authorized to disregard any and all warnings
given by any of the parties hereto or by any other person or corporation,
excepting only orders or process of courts of law, and are hereby expressly
authorized to comply with and obey orders, judgments or decrees of any court.
In case you obey or comply with any such order, judgment or decree of any court,
you shall not be liable to any of the parties hereto or to any other person,
firm or corporation by reason of such compliance, notwithstanding any such
order, judgment or decree being subsequently reversed, modified, annulled, set
aside, vacated or found to have been entered without jurisdiction.

10. You shall not be liable in any respect on account of the identity,
authority or rights of the parties executing or delivering or purporting to
execute or deliver the Agreement or any documents or papers deposited or called
for hereunder.

11. You shall not be liable for the outlawing of any rights under any
statute of limitations with respect to these Joint Escrow Instructions or any
documents deposited with you.

12. You shall be entitled to employ such legal counsel and other experts as
you may deem necessary properly to advise you in connection with your
obligations hereunder and may rely upon the advice of such counsel.

13. Your responsibilities as Escrow Agent hereunder shall terminate if you
shall cease to be Secretary of the Company or if you shall resign by written
notice of each party. In the event of any such termination, the Company shall
appoint any officer of the Company as successor Escrow Agent.
14. If you reasonably require other or further instruments in connection
with these Joint Escrow Instructions or obligations in respect hereto, the
necessary parties hereto shall join in furnishing such instruments.

15. It is understood and agreed that should any dispute arise with respect
to the delivery and/or ownership or right of possession of the securities held
by you hereunder, you are authorized and directed to retain in your possession
without liability to anyone all or any part of said securities until such
dispute shall have been settled either by mutual written agreement of the
parties concerned or by a final order, decree or judgment of a court of
competent jurisdiction after the time for appeal has expired and no appeal has
been perfected, but you shall be under no duty whatsoever to institute or defend
any such proceedings.

16. Any notice required or permitted hereunder shall be given in writing and
shall be deemed effectively given upon personal delivery or upon deposit in the
United States Post Office, by registered or certified mail with postage and fees
prepaid, addressed to each of the other parties thereunto entitled.

17. By signing these Joint Escrow Instructions, you become a party hereto
only for the purpose of said Joint Escrow Instructions; you do not become a
party to the Agreement.

18. This instrument shall be governed by and construed in accordance with
the laws of the State of California.

19. This instrument shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and permitted assigns.

Very truly yours,
youticket.com, inc.

By ___________________________

ESCROW AGENT: PURCHASER:
__________________________ ______________________________

EXHIBIT C
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ACKNOWLEDGMENT OF AND AGREEMENT TO BE BOUND
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BY THE NOTICE OF EXERCISE AND COMMON STOCK PURCHASE AGREEMENT OF
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YOUTICKET.COM, INC.
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The undersigned, as transferee of shares of youticket.com, inc., hereby
acknowledges that he or she has read and reviewed the terms of the Notice of
Exercise and Common Stock Purchase Agreement of youticket.com, inc. and hereby
agrees to be bound by the terms and conditions thereof, as if the undersigned
had executed said Agreement as an original party thereto.

Dated: ____________________, ____.

By ___________________________

EXHIBIT D
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ASSIGNMENT SEPARATE FROM CERTIFICATE
------------------------------------

FOR VALUE RECEIVED _________________________________ hereby sells, assigns
and transfers unto _________________________ ________________________ (________)
shares of the Common Stock of youticket.com, inc. (the "Company"), standing in
__________ name on the books of the Company represented by Certificate No.
________________ herewith and hereby irrevocably constitutes and appoints
________________ Attorney to transfer said stock on the books of the Company
with full power of substitution in the premises.

Dated: ____________________, ____.