CALL OPTION

         THIS IS TO  CERTIFY  that,  for  $1,000 and other  value  received  and
subject to these terms and conditions,  ShopNow.com Inc. ("Holder"), is entitled
to exercise this Call Option to purchase  1,337,896 fully paid and nonassessable
shares (the  "Shares") of the Common Stock (the "Common  Stock") of  Ubarter.com
Inc.,   a  Nevada   corporation   (the   "Company"),   from  Steven  White  (the
"Shareholder") at a price per share of $6.00.

         This Call Option may be exercised by the Holder,  at any time after the
date of  issuance,  but not later than April 30, 2000,  in whole or in part,  by
delivering to the Shareholder (a) this Call Option, (b) a certified or cashier's
check payable to the Shareholder in the amount of the Exercise Price  multiplied
by the  number of shares  for which  this Call  Option is being  exercised  (the
"Purchase  Price"),  and (c) the Notice of  Exercise  attached as Exhibit A duly
completed  and  executed  by the  Holder.  Upon  exercise,  the Holder  shall be
entitled  to  receive  from the  Company  a stock  certificate  in  proper  form
representing the number of shares of Common Stock so purchased.  Notwithstanding
the  foregoing,  this Call  Option  shall  immediately  terminate  if (i) Holder
terminates  the  binding  provisions  of that  certain  Letter of Intent,  dated
December 20, 1999, among Holder,  the Company,  the Shareholder and New Horizons
LLC (the "LOI"), pursuant to Paragraph J(iii), J(iv) or J(v) thereof or (ii) the
Company and Holder  terminate  the  binding  provisions  of the LOI  pursuant to
Paragraph J(i) thereof.

         Within 10 days after the payment of the Purchase  Price  following  the
exercise of this Call Option (in whole or in part),  the  Shareholder  shall (a)
cause the Company,  at Holder's expense,  to issue in the name of and deliver to
the  Holder a  certificate  or  certificates  for the  number of fully  paid and
nonassessable  shares of Common Stock to which the Holder shall be entitled upon
such  exercise,  and (b) grant a new Call Option of like tenor to purchase up to
that number of shares of Common Stock,  if any, as to which this Call Option has
not been exercised if this Call Option has not expired. The Holder shall for all
purposes  be deemed to have become the holder of record of such shares of Common
Stock on the date this Call Option was  exercised,  irrespective  of the date of
delivery of the  certificate  or  certificates  representing  the Common  Stock;
provided  that,  if the date  such  exercise  is made is a date  when the  stock
transfer  books of the Company are closed,  such person  shall be deemed to have
become  the  holder  of record  of such  shares of Common  Stock at the close of
business on the next succeeding date on which the stock transfer books are open.

         The Shareholder  hereby  represents and warrants to the Holder that (i)
the Shareholder owns  beneficially  and of record the Shares,  free and clear of
any liens,  mortgages,  pledges,  deeds of trust,  security interests,  charges,
encumbrances  or  other  adverse  claims  of  interest  of any  kind;  (ii)  the
Shareholder has the



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necessary  power and capacity (as the case may be) and authority to execute this
Call Option, to make the representations, warranties and covenants herein and to
perform the obligations  hereunder;  (iii) this Call Option is duly executed and
is a legal,  valid and binding  obligation of the  Shareholder,  enforceable  in
accordance with its terms;  and (iv) the execution,  delivery and performance of
this Call Option by the Shareholder will not (a) constitute a violation (with or
without the giving of notice or lapse of time or both) of any  provision  of any
law  applicable  to the  Shareholder,  (b)  require  any  consent,  approval  or
authorization of, or notice to, any person, corporation,  partnership,  domestic
or foreign governmental  authority or other organization or entity or (c) result
in a default under,  an  acceleration  or termination of, or the creation in any
party of the right to  accelerate,  terminate,  modify or cancel,  any  material
agreement,  lease,  note  or  other  restriction,   encumbrance,  obligation  or
liability to which the  Shareholder  is a party or by which the  Shareholder  is
bound or (d)  result in the  creation  or  imposition  of any lien on any of the
Shares held by the Shareholder.

         This Call Option shall be governed by and  construed  under the laws of
the state of Washington  without  regard to principles of conflict of laws.  The
parties  irrevocably  consent  to the  jurisdiction  and  venue of the state and
federal courts located in King County,  Washington in connection with any action
relating to this Call Option.



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         IN WITNESS  WHEREOF,  the  Shareholder  and the Holder have caused this
Call Option to be duly executed by its duly authorized officers, effective as of
the date written above.



SHAREHOLDER:                                      /s/ Steven White
                                                  Steven White


HOLDER:                                           ShopNow.com Inc.


                                                  By:  /s/ Alan Koslow
                                                  Name:    Alan Koslow
                                                  Title: CEO and General Counsel




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                                                                       Exhibit A

                               NOTICE OF EXERCISE



To:  Steven White


         The  undersigned  hereby  irrevocably  elects to  purchase  ___________
shares of shares of the Common Stock (the "Common  Stock")  Ubarter.com  Inc., a
Nevada  corporation (the "Company"),  issuable upon the exercise of the attached
Call  Option  and  requests  that  Steven  White  cause  the  Company  to  issue
certificates  for such shares in the name of and delivered to the address of the
undersigned, at the address stated below and, if said number of shares shall not
be all the shares that may be purchased  pursuant to the  attached  Call Option,
that a new Call  Option  evidencing  the right to  purchase  the balance of such
shares be  executed in the name of, and  delivered  to, the  undersigned  at the
address stated below.

         Payment enclosed in the amount of $___________.

         Dated:  ________________

         Name of Holder of Call Option:           ShopNow.com Inc.

         Address:                                 411 First Avenue S, Suite 200N
                                                  Seattle, WA  98104



         By:___________________________________________________________
         Name: ________________________________________________________
         Title: _______________________________________________________