WEBQUEST INTERNATIONAL, INCORPORATED
                     2000 STOCK OPTION PLAN

     1.   Grant of Options; Generally. In accordance with the provisions
hereinafter set forth in this stock option plan, the name of which is the
WEBQUEST INTERNATIONAL, INCORPORATED 2000 STOCK OPTION PLAN (the "Plan"), the
Board of Directors (the "Board") or, the Compensation Committee (the "Stock
Option Committee") of WEBQUEST INTERNATIONAL, INCORPORATED, a Nevada
Corporation (the "Corporation") is hereby authorized to issue from time to
time on the Corporation's behalf to any one or more Eligible Persons, as
hereinafter defined, options to acquire shares of the Corporation's $.001 par
value common stock (the "Stock").

     2.   Type of Options. The Board or the Stock Option Committee is
authorized to issue options that meet the requirements of Section 422 of the
Internal Revenue Code of 1986, as amended, and the regulations promulgated
thereunder (the "Code"), which options are hereinafter referred to
collectively as ISOs, or singularly as an ISO. The Board or the Stock Option
Committee is also, in its discretion, authorized to issue options that are not
ISOs, which options are hereinafter referred to collectively as NSOs, or
singularly as an NSO. The Board or the Stock Option Committee is also
authorized, but not obligated, to issue "Reload Options" in accordance with
Paragraph 8 herein, which options are hereinafter referred to collectively as
Reload Options, or singularly as a Reload Option. The term "Option" or
"Options" means ISOs, NSOs and Reload Options.

     3.   Amount of Stock. The maximum aggregate number of shares of Stock
that may be optioned and sold pursuant to the exercise of Options shall be
5,000,000 shares. Of this amount, the Board or the Stock Option Committee
shall have the power and authority to designate whether any Options so issued
shall be ISOs or NSOs, subject to the restrictions on ISOs contained elsewhere
herein. If an Option expires or ceases to be exercisable, in whole or in part,
the shares of Stock underlying such Option shall continue to be available
under this Plan unless the Plan has terminated. Further, if shares of Stock
are delivered to the Corporation as payment for shares of Stock purchased by
the exercise of an Option granted under this Plan, such shares of Stock shall
also be available under this Plan. If there is any change in the number of
shares of Stock on account of the declaration of stock dividends,
recapitalization resulting in stock split-ups, or combinations or exchanges of
shares of Stock, or otherwise, the number of shares of Stock (as  well as the
price  per share) available for purchase upon the exercise of Options, the
shares of Stock subject to any Option and the exercise price of any
outstanding Option shall be appropriately adjusted by the Board or the Stock
Option Committee, subject to any required action by the stockholders of the
corporation.  The Board or the Stock Option Committee shall give notice of any
adjustments to each Eligible Person granted an Option under this Plan, and
such adjustments shall be effective and binding on all Eligible Persons. Such
adjustments shall generally be considered effected without receipt of
consideration by the Corporation; provided, however, that conversion of any
convertible securities of the Corporation shall not be deemed to have been
"effected without receipt of consideration".  If because of one or more
recapitalizations, reorganizations or other corporate events, the holders of
outstanding Stock receive something other than shares of Stock then, upon
exercise of an Option, the Eligible Person will receive what the holder would
have owned if the holder had exercised the Option immediately before the first
such corporate event and not disposed of anything the holder received as a
result of the corporate event.

<PAGE>

     4.   Eligible Persons.

          (a)  With respect to ISOs, an Eligible Person means any individual
who is employed by the Corporation or by any parent or subsidiary of the
Corporation.
          (b)  With respect to NSOs, an Eligible Person means (i) any
individual who is employed by the Corporation or by any parent or subsidiary
of the Corporation, or (ii) any director of the Corporation or any parent or
subsidiary of the Corporation.

     5.   Grant of Options. The Board or the Stock Option Committee has the
right to issue the Options established by this Plan to Eligible Persons. The
Board or the Stock Option Committee shall follow the procedures prescribed for
it elsewhere in this Plan. A grant of Options shall be set forth in a writing
signed on behalf of the Corporation or by a majority of the members of the
Stock Option Committee. The writing shall identify whether the Option being
granted is an ISO or an NSO and shall set forth the terms that govern the
Option. The terms shall be determined by the Board or the Stock Option
Committee, and may include, among other terms, the number of shares of Stock
that may be acquired pursuant to the exercise of the Options, when the Options
may be exercised, the period for which the Option is granted and including the
expiration date, the effect on the Options if the Eligible Person terminates
employment and whether the Eligible Person may deliver shares of Stock to pay
for the shares of Stock to be purchased by the exercise of the Option. In the
event that a term or condition set forth in writing is inconsistent with any
of the terms of this Plan, the terms of this Plan shall govern. The terms of
an Option granted to an Eligible Person may differ from the terms of an Option
granted to another Eligible Person, and may differ from the terms of an
earlier Option granted to the same Eligible Person.

     6.   Option Price. The Option price per share shall be determined by the
Board or the Stock Option Committee at the time any Option is granted, and
shall be not less than (i) in the case of an ISO, the fair market value on the
date of grant, (ii) in the case of an ISO granted to a ten percent or greater
stockholder, 110% of the fair market value on the date of grant, or (iii) in
the case of an NSO, not less than 75% of the fair market value (but in no
event less than the par value) of one share of Stock on the date the Option is
granted, as determined by the Board or the Stock Option Committee. In the case
of a NSO intended to qualify as "performance-based compensation" within the
meaning of Section 162 (m) of the Code, the Option price per share shall not
be less than 100% of the fair market value on the date of grant.  If any
Option granted hereunder is so qualified, the Plan shall be administered by a
committee of two or more "outside directors" within the meaning of Section 162
(m) of the Code.  Fair market value as used herein shall be:

          (a)  If shares of Stock shall be traded on an exchange or
over-the-counter market, the closing price or the closing bid price of such
Stock on such exchange or over-the-counter market on which such shares shall
be traded on that date, or if such exchange or over-the-counter market is
closed or if no shares shall have traded on such date, on the last preceding
date on which such shares shall have traded.

          (b)  If shares of Stock shall not be traded on an exchange or
over-the-counter market, the value as determined by the Board of Directors or
the Stock Option Committee of the Corporation.


<PAGE>

          (c)  Notwithstanding the generality of the foregoing, Options may
be granted with an exercise price less than 100% of the fair market value
per share on the date of grant pursuant to a merger or other corporate
transaction.

     7.   Purchase of Shares.  An Option shall be exercised by the tender to
the Corporation of the full purchase price of the Stock with respect to which
the Option is exercised and written notice of the exercise. The purchase price
of the Stock shall be in United States dollars, payable in cash or by check,
or Corporation stock, if so permitted by the Board or the Stock Option
Committee in accordance with the discretion granted in Paragraph 5 hereof,
having a value equal to such purchase price. The Corporation shall not be
required to issue or deliver any certificates for shares of Stock purchased
upon the exercise of an Option prior to (i) if requested by the Corporation,
the filing with the Corporation by the Eligible Person of a representation in
writing that it is the Eligible Person's then present intention to acquire the
Stock being purchased for investment and not for resale, and/or (ii) the
completion of any registration or other qualification of such shares under any
government regulatory body, which the Corporation shall determine to be
necessary or advisable.

     8.   Grant of Reload Options. In granting an Option under this Plan, the
Board or the Stock Option Committee may, but shall not be obligated to
include, a Reload Option provision therein, subject to the provisions set
forth in Paragraphs 20 and 21 herein. A Reload Option provision provides that
if the Eligible Person pays the exercise price of shares of Stock to be
purchased by the exercise of an ISO, NSO or another Reload Option (the
"Original Option") by delivering to the Corporation shares of Stock already
owned by the Eligible Person (the "Tendered Shares"), the Eligible Person
shall receive a Reload Option which shall be a new Option to purchase shares
of Stock equal in number to the tendered shares. The terms of any Reload
Option shall be determined by the Board or the Stock Option Committee
consistent with the provisions of this Plan.

     9.   Stock Option Committee. The Stock Option Committee may be appointed
from time to time by the Corporation's Board of Directors. The Board may from
time to time remove members from or add members to the Stock Option Committee.
The Stock Option Committee shall be constituted so as to permit the Plan to
comply in all respects with the provisions set forth in Paragraph 20 herein.
The members of the Stock Option Committee may elect one of its members as its
chairman. The Stock Option Committee shall hold its meetings at such times and
places as its chairman shall determine. A majority of the Stock Option
Committee's members present in person shall constitute a quorum for the
transaction of business. All determinations of the Stock Option Committee will
be made by the majority vote of the members constituting the quorum. The
members may participate in a meeting of the Stock Option Committee by
conference telephone or similar communications equipment by means of which all
members participating in the meeting can hear each other. Participation in a
meeting in that manner will constitute presence in person at the meeting. Any
decision or determination reduced to writing and signed by all members of the
Stock Option Committee will be effective as if it had been made by a majority
vote of all members of the Stock Option Committee at a meeting that is duly
called and held.

     10.  Administration of Plan. In addition to granting Options and to
exercising the authority granted to it elsewhere in this Plan, the Board or
the Stock Option Committee is granted the full right and authority to
interpret and construe the provisions of this Plan, promulgate, amend and
rescind rules and procedures relating to the implementation of the Plan and to

<PAGE>

make all other determinations necessary or advisable for the administration of
the Plan, consistent, however, with the intent of the Corporation that Options
granted or awarded pursuant to the Plan comply with the provisions of
Paragraph 20 and 21 herein. All determinations made by the Board or the Stock
Option Committee shall be final, binding and conclusive on all persons
including the Eligible Persons, the Corporation and its stockholders,
employees, officers and directors and consultants.

     11.  Provisions Applicable to ISOs. The following provisions shall apply
to all ISOs granted by the Board or the Stock Option Committee and are
incorporated by reference into any writing granting an ISO:

          (a)  An ISO may only be granted within ten (10) years from January
19, 2000
          , the date that this Plan was originally adopted by the
Corporation's Board of Directors.

          (b)  An ISO may not be exercised after the expiration of ten (10)
years from the date the ISO is granted.

          (c)  The option price may not be less than the fair market value of
the Stock at the time the ISO is granted.

          (d)  An ISO is not transferable by the Eligible Person to whom it is
granted except by will, or the laws of descent and distribution, and is
exercisable during his or her lifetime only by the Eligible Person.

          (e)  If the Eligible Person receiving the ISO, owns at the time of
the grant, stock possessing more than ten (10%) percent of the total combined
voting power of all classes of stock of the employer corporation or of its
parent or subsidiary corporation (as those terms are defined in the Code),
then the option price shall be at least 110% of the fair market value of the
Stock, and the ISO shall not be exercisable after the expiration of five (5)
years from the date the ISO is granted or such shorter term as may be
specified in writing to the eligible person.

          (f)  The aggregate fair market value (determined at the time the ISO
is granted) of the Stock with respect to which the ISO is first exercisable by
the Eligible Person during any calendar year (under this Plan and any other
incentive stock option plan of the Corporation) shall not exceed $100,000.

          (g)  Even if the shares of Stock that are issued upon exercise of an
ISO are sold within one year following the exercise of such ISO so that the
sale constitutes a disqualifying disposition for ISO treatment under the Code,
no provision of this Plan shall be construed as prohibiting such a sale.

     12.  Determination of Fair Market Value. In granting ISOs under this
Plan, the Board or the Stock Option Committee shall make a good faith
determination as to the fair market value of the Stock at the time of granting
the ISO.

     13.  Restrictions on Issuance of Stock. The Corporation shall not be
obligated to sell or issue any shares of Stock pursuant to the exercise of an
Option unless the Stock with respect to which the Option is being exercised is
at that time effectively registered or exempt from registration under the

<PAGE>

Securities Act of 1933, as amended, and any other applicable laws, rules and
regulations. The Corporation may condition the exercise of an Option granted
in accordance herewith upon receipt from the Eligible Person, or any other
purchaser thereof, of a written representation that at the time of such
exercise it is his or her then present intention to acquire the shares of
Stock for investment and not with a view to, or for sale in connection with,
any distribution thereof; except that, in the case of a legal representative
of an Eligible Person, "distribution" shall be defined to exclude distribution
by will or under the laws of descent and distribution. Prior to issuing any
shares of Stock pursuant to the exercise of an Option, the Corporation shall
take such steps as it deems necessary to satisfy any withholding tax
obligations imposed upon it by any level of government.


     14.  Exercise in the Event of Death or Termination of Employment.

          (a)  If an optionee shall die (i) while an employee of the
Corporation or a Parent or Subsidiary or (ii) within three (3) months after
termination of his employment with the Corporation or a Parent or Subsidiary,
the Options may be exercised, to the extent that the optionee shall have been
entitled to do so on the date of his or her death or such termination of
employment, by the person or persons to whom the optionee's right under the
Options pass by will or applicable law, or if no such person has such right,
by his executors or administrators, at any time, or from time to time. In the
event an optionee is an employee of the Corporation or a Parent or Subsidiary
at the time of his or her death, the Options may be exercised not later than
the expiration date specified in Paragraph 5 or one (1) year after the
optionee's death, whichever date is earlier.

          (b)  Notwithstanding Section 14(a) above, if an optionee's
employment with the Corporation or a Parent or Subsidiary terminates because
of his or her disability, he or she may exercise the Options, to the extent
that he or she shall have been entitled to do so at the date of the
termination of employment, at any time, or from time to time, but not later
than the expiration date specified in Paragraph 5 hereof or one (1) year after
termination of employment, whichever date is earlier.

          (c)  If an optionee's employment shall terminate for any reason
other than death or disability, optionee may exercise the Options to the same
extent that the Options was exercisable on the date of termination, for up to
three (3) months following such termination, or on or before the expiration
date of the Options, whichever occurs first. In the event that the optionee
was not entitled to exercise the Options at the date of termination or if the
optionee does not exercise such Options (which he or she was entitled to
exercise) within the time specified herein, the Options shall terminate.

     15.  Corporate Events. In the event of the proposed dissolution or
liquidation of the Corporation, a proposed sale of all or substantially all of
the assets of the Corporation or a merger or tender for the Corporation's
shares of Common Stock, the Board of Directors shall declare that each Option
granted under this Plan shall terminate as of a date to be fixed by the Board
of Directors; provided that not less than thirty (30) days written notice of
the date so fixed shall be given to each Eligible Person holding an Option,
and each such Eligible Person shall have the right, during the period of
thirty (30) days preceding such termination, to exercise his Option as to all
or any part of the shares of Stock covered thereby, including shares of Stock
as to which such Option would not otherwise be exercisable. Nothing set forth
herein shall extend the term set for purchasing the shares of Stock set forth
in the Option.

     16.  No Guarantee of Employment. Nothing in this Plan or in any writing
granting an Option will confer upon any Eligible Person the right to continue

<PAGE>

in the employ of the Eligible Person's employer, or will interfere with or
restrict in any way the right of the Eligible Person's employer to discharge
such Eligible Person at any time for any reason whatsoever, with or without
cause.

     17.  Non-transferability. No Option granted under the Plan shall be
transferable other than by will or by the laws of descent and distribution.
During the lifetime of the optionee, an Option shall be exercisable only by
him.

     18.  No Rights as Stockholder. No optionee shall have any rights as a
stockholder with respect to any shares subject to his Option prior to the date
of issuance to him of a certificate or certificates for such shares.

     19.  Amendment and Discontinuance of Plan. The Corporation's Board of
Directors may amend, suspend or discontinue this Plan at any time. However, no
such action may prejudice the rights of any Eligible Person who has prior
thereto been granted Options under this Plan. Further, no amendment to this
Plan which has the effect of (a) increasing the aggregate number of shares of
Stock subject to this Plan (except for adjustments pursuant to Paragraph 3
herein), or (b) changing the definition of Eligible Person under this Plan,
may be effective unless and until approval of the stockholders of the
Corporation is obtained in the same manner as approval of this Plan is
required. The Corporation's Board of Directors is authorized to seek the
approval of the Corporation's stockholders for any other changes it proposes
to make to this Plan which require such approval, however, the Board of
Directors may modify the Plan, as necessary, to effectuate the intent of the
Plan as a result of any changes in the tax, accounting or securities laws
treatment of Eligible Persons and the Plan, subject to the provisions set
forth in this Paragraph 19, and Paragraphs 20 and 21.

     20.  Compliance with Rule 16b-3. This Plan is intended to comply in all
respects with Rule 16b-3 ("Rule 16b-3") promulgated by the Securities and
Exchange Commission under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), with respect to participants who are subject to Section 16 of
the Exchange Act, and any provision(s) herein that is/are contrary to Rule
16b-3 shall be deemed null and void to the extent appropriate by either the
Stock Option Committee or the Corporation's Board of Directors.

     21.  Compliance with Code. The aspects of this Plan regarding ISOs are
intended to comply in every respect with Section 422 of the Code and the
regulations promulgated thereunder. In the event any future statute or
regulation shall modify the existing statute, the aspects of this Plan on ISOs
shall be deemed to incorporate by reference such modification. Any stock
option agreement relating to any Option granted pursuant to this Plan
outstanding and unexercised at the time any modifying statute or regulation
becomes effective shall also be deemed to incorporate by reference such
modification and no notice of such modification need be given to optionee.

          If any provision of the aspects of this Plan regarding ISOs is
determined to disqualify the shares purchasable pursuant to the Options
granted under this Plan from the special tax treatment provided by Code
Section 422, such provision shall be deemed null and void and to incorporate
by reference the modification required to qualify the shares for said tax
treatment.

     22.  Compliance With Other Laws and Regulations. The Plan, the grant and
exercise of Options thereunder, and the obligation of the Corporation to sell
and deliver Stock under such options, shall be subject to all applicable

<PAGE>

federal and state laws, rules, and regulations and to such approvals by any
government or regulatory agency as may be required. The Corporation shall not
be required to issue or deliver any certificates for shares of Stock prior to
(a) the listing of such shares on any stock exchange or over-the-counter
market on which the Stock may then be listed and (b) the completion of any
registration or qualification of such shares under any federal or state law,
or any ruling or regulation of any government body which the Corporation
shall, in its sole discretion, determine to be necessary or advisable.
Moreover, no Option may be exercised if its exercise or the receipt of Stock
pursuant thereto would be contrary to applicable laws.

     23.  Disposition of Shares. In the event any share of Stock acquired by
an exercise of an Option granted under the Plan shall be transferable other
than by will or by the laws of descent and distribution within two years of
the date such Option was granted or within one year after the transfer of such
Stock pursuant to such exercise, the optionee shall give prompt written notice
thereof to the Corporation or the Stock Option Committee.

     24.  Name. The Plan shall be known as the "WebQuest International,
Incorporated 2000 Stock Option Plan."

     25.  Notices. Any notice hereunder shall be in writing and sent by
certified mail, return receipt requested or by facsimile transmission (with
electronic or written confirmation of receipt) and when addressed to the
Corporation or Stock Option Committee shall be sent to it at its office, 1662
Highway 395, Suite 203, Minden, Nevada 89423-4328, subject to the right of
either party to designate at any time hereafter in writing some other address,
facsimile number or person to whose attention such notice shall be sent.

     26.  Headings. The headings preceding the text of Sections and
subparagraphs hereof are inserted solely for convenience of reference, and
shall not constitute a part of this Plan nor shall they affect its meaning,
construction or effect.

     27.  Inability to Obtain Authority.  The inability of the Corporation to
obtain authority from any regulatory body having jurisdiction, which authority
is deemed by the Corporation's counsel to be necessary to the lawful issuance
and sale of any Stock hereunder, shall relieve the Corporation of any
liability in respect of the failure to issue or sell such Stock as to which
such requisite authority shall not have been obtained.

     28.  Reservation of Shares.  The Corporation, during the term of this
Plan, will at all times reserve and keep available such number of shares of
Stock as shall be sufficient to satisfy the requirements of the Plan.

     29.  Stockholder Approval.  The Plan, as amended and restated, shall be
subject to approval by the stockholders of the Corporation within twelve (12)
months after the date such amendments are adopted.  Such stockholder approval
shall be obtained in the manner and to the degree required under all
applicable laws.

     30.  Effective Date. This Plan was adopted by the Board of Directors of
the Corporation on January 19, 2000. The effective date of the Plan shall be
the same date.
<PAGE>