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                                                                 EXHIBIT 10.2


                               PARTSBASE.COM, INC.

                             1999 STOCK OPTION PLAN

                  1. PURPOSE. The purpose of this PartsBase.com, Inc. 1999 Stock
Option Plan ("Plan") is to further the growth and development of PartsBase.com,
Inc., a Texas corporation (the "Company"), and its subsidiaries by providing,
through ownership of stock of the Company, an incentive to officers, directors,
outside consultants and employees who are in a position to contribute materially
to the prosperity of the Company, to increase such persons' interests in the
Company's welfare, to encourage them to continue their services to the Company
or its subsidiaries, and to attract individuals of outstanding ability to render
services to and enter the employment of the Company or its subsidiaries. This
Plan shall be effective on the Effective Date (as provided in Section 10) and
shall apply to options granted on or after the Effective Date.

                  2. INCENTIVE AND NON-QUALIFIED STOCK OPTIONS. Two types of
Stock Options (referred to herein as "Options" without distinction between such
two types) may be granted under the Plan: Options intended to qualify as
Incentive Stock Options under Section 422 of the Code and Non-Qualified Stock
Options not specifically authorized or qualified for favorable income tax
treatment by the Code.

                  3. DEFINITIONS. The following definitions are applicable to
the Plan:

                     3.1 BOARD. The Board of Directors of the Company.

                     3.2 CODE. The Internal Revenue Code of 1986, as amended
from time to time.

                     3.3 COMMON STOCK. The shares of Common Stock of the
Company.

                     3.4 COMPANY. PartsBase.com, Inc., a Texas corporation.

                     3.5 CONSULTANT. An individual or entity that renders
professional services to the Company as an independent contractor and is not an
employee or under the direct supervision and control of the Company.

                     3.6 DISABLED OR DISABILITY. For the purposes of Section
7.4, a disability of the type defined in Section 22(e)(3) of the Code. The
determination of whether an individual is Disabled or has a Disability is
determined under procedures established by the Plan Administrator for purposes
of the Plan.


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                     3.7 FAIR MARKET VALUE. For purposes of the Plan, the
"fair market value" per share of Common Stock of the Company at any date shall
be (a) if the Common Stock is listed on an established stock exchange or
exchanges or the Nasdaq National Market, the closing price per share on the last
trading day immediately preceding such date on the principal exchange on which
it is traded or as reported by Nasdaq, or (b) if the Common Stock is not then
listed on an exchange or the Nasdaq National Market, but is quoted on the Nasdaq
Small Cap Market, the Nasdaq Electronic Bulletin Board or the National Quotation
Bureau pink sheets, the average of the closing bid and asked prices per share
for the Common Stock as quoted by Nasdaq or the National Quotation Bureau, as
the case may be, on the last trading day immediately preceding such date, or (c)
if the Common Stock is not then listed on an exchange or the Nasdaq National
Market, or quoted by Nasdaq Small Cap Market, the NASD's Electronic Bulletin
Board, or the National Quotation Bureau, an amount determined in good faith by
the Plan Administrator.

                     3.8 INCENTIVE STOCK OPTION. Any Stock Option intended to
be and designated as an "incentive stock option" within the meaning of
Section 422 of the Code.

                     3.9 NON-EMPLOYEE DIRECTOR. A "non-employee director"
within the meaning of Rule 16b-3(b)(3)(i) promulgated by the Securities and
Exchange Commission.

                     3.10 NON-QUALIFIED STOCK OPTION. Any Stock Option that
is not an Incentive Stock Option.

                     3.11 OPTIONEE. The recipient of a Stock Option.

                     3.12 PLAN. The PartsBase.com, Inc. 1999 Stock Option
Plan, as amended from time to time.

                     3.13 PLAN ADMINISTRATOR. The Board or the Committee
designated pursuant to Section 4 to administer, construe and interpret the terms
of the Plan.

                     3.14 STOCK OPTION OR OPTION. Any option to purchase
shares of Common Stock granted pursuant to Section 7.

                  4. ADMINISTRATION.


                     4.1 ADMINISTRATION BY BOARD. Subject to Section 4.2
hereof, the Plan Administrator shall be the Board of Directors of the Company
(the "Board") during such periods of time as all members of the Board are
"outside directors" as defined in Treas. Regs. '1.162-27(e)(3) ("outside
directors"). Anything to the contrary notwithstanding, the requirement that all
members of the Board be outside directors shall not apply for any period of time
prior to the date the Company's Common Stock becomes registered pursuant to
Section 12 of the Securities Exchange Act of 1934, as amended. Subject to the
provisions of the Plan, the Plan Administrator shall have authority to construe
and interpret the Plan, to promulgate, amend, and rescind rules and regulations
relating to its administration, from time to time to

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select from among the eligible employees, directors and non-employee
consultants (as determined pursuant to Section 5) of the Company and its
subsidiaries those employees, directors and consultants to whom Stock Options
will be granted, to determine the timing and manner of the grant of the
Options, to determine the exercise price, the number of shares covered by and
all of the terms of the Stock Options, to determine the duration and purpose
of leaves of absence which may be granted to Stock Option holders without
constituting termination of their employment for purposes of the Plan, and to
make all of the determinations necessary or advisable for administration of
the Plan. The interpretation and construction by the Plan Administrator of
any provision of the Plan, or of any agreement issued and executed under the
Plan, shall be final and binding upon all parties. No member of the Board
shall be liable for any action or determination undertaken or made in good
faith with respect to the Plan or any agreement executed pursuant to the Plan.

                     4.2 ADMINISTRATION BY COMMITTEE. The Board may, in its
sole discretion, delegate any or all of its duties as Plan Administrator and,
subject to the provisions of Section 4.1 of the Plan, at any time the Board
includes any person who is not an outside director, the Board shall delegate all
of its duties as Plan Administrator during such period of time to a Compensation
Committee or a separate Stock Option Committee (the "Committee") of not fewer
than two (2) members of the Board, all of the members of which Committee shall
be persons who, in the opinion of counsel to the Company, are outside directors
and Non-Employee Directors, to be appointed by and serve at the pleasure of the
Board. From time to time, the Board may increase or decrease (to not less than
two members) the size of the Committee, and add additional members to, or remove
members from, the Committee. The Committee shall act pursuant to a majority
vote, or the written consent of a majority of its members, and minutes shall be
kept of all of its meetings and copies thereof shall be provided to the Board.
Subject to the provisions of the Plan and the directions of the Board, the
Committee may establish and follow such rules and regulations for the conduct of
its business as it may deem advisable. No member of the Committee shall be
liable for any action or determination undertaken or made in good faith with
respect to the Plan or any agreement executed pursuant to the Plan.

                  5. ELIGIBILITY. Any employee or director (including any
officer or director who is an employee) of the Company or any of its
subsidiaries shall be eligible to receive an Option under the Plan; provided,
however, that no person who owns stock possessing more than 10% of the total
combined voting power of all classes of stock of the Company or any of its
parent or subsidiary corporations shall be eligible to receive an Incentive
Stock Option under the Plan unless at the time such Incentive Stock Option is
granted the Option price (determined in the manner provided in Section 7.2) is
at least 110% of the fair market value of the shares subject to the Option and
such Option by its terms is not exercisable after the expiration of five years
from the date such Option is granted. An employee may receive more than one
Option under the Plan. Non-Employee Directors shall be eligible to receive
Non-Qualified Stock Options on such terms as the Plan Administrator may
determine, subject to the restrictions on exercise described in Section 7.5
below. In addition, Non-Qualified Stock Options may be granted to Consultants
who are selected by the Plan Administrator.

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                  6. SHARES SUBJECT TO OPTIONS. The stock available for grant of
Options under the Plan shall be shares of the Company's authorized but unissued,
or reacquired, Common Stock. The aggregate number of shares which may be issued
pursuant to exercise of Options granted under the Plan, as amended, shall not
exceed 2,000,000 shares of Common Stock (subject to adjustment as provided in
Section 7.13), including shares previously issued under the Plan. In the event
that any outstanding Option under the Plan for any reason expires or is
terminated, the shares of Common Stock allocable to the unexercised portion of
the Option shall again be available for Options under the Plan as if no Option
had been granted with respect to such shares.

                  7. TERMS AND CONDITIONS OF OPTIONS. Options granted under the
Plan shall be evidenced by agreements (which need not be identical) in such form
and containing such provisions which are consistent with the Plan as the Plan
Administrator shall from time to time approve. Such agreements may incorporate
all or any of the terms hereof by reference and shall comply with and be subject
to the following terms and conditions:

                     7.1 NUMBER OF SHARES SUBJECT TO OPTION. Each Option
agreement shall specify the number of shares subject to the Option.

                     7.2 OPTION PRICE. The purchase price for the shares
subject to any Option shall be determined by the Plan Administrator at the time
of grant. Anything to the contrary notwithstanding, the purchase price for the
shares subject to any Incentive Stock Option shall not be less than 100% of the
Fair Market Value of the shares of Common Stock of the Company on the date the
Stock Option is granted. In the case of any Option granted to an employee who
owns stock possessing more than 10% of the total combined voting power of all
classes of stock of the Company or any of its parent or subsidiary corporations,
the Option price shall not be less than 110% of the fair market value per share
of the Common Stock of the Company on the date the Option is granted. For
purposes of determining the stock ownership of an employee, the attribution
rules of Code Section 424(d) shall apply.

                     7.3 NOTICE AND PAYMENT. Any exercisable portion of a
Stock Option may be exercised only by:

                         (a) delivery of a written notice to the Company,
prior to the time when such Stock Option becomes unexercisable under Section
7.4, stating the number of shares being purchased and complying with all
applicable rules established by the Plan Administrator;

                         (b) payment in full of the exercise price of such
Option by, as applicable, delivery of (i) cash or check for an amount equal
to the aggregate Stock Option exercise price for the number of shares being
purchased, (ii) in the discretion of the Plan Administrator, upon such terms
as the Plan Administrator shall approve, a copy of instructions to a broker
directing such broker to sell the Common Stock for which such Option is
exercised, and to remit to the Company the aggregate exercise price of such
Stock Option (a "cashless exercise"), or (iii) in the discretion of the Plan
Administrator, upon such terms as the

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Plan Administrator shall approve, shares of the Company's Common Stock owned
or purchasable upon exercise of the Option by the Optionee, duly endorsed for
transfer to the Company, with a Fair Market Value on the date of delivery
equal to the aggregate purchase price of the shares with respect to which
such Stock Option or portion is thereby exercised (a "stock-for-stock
exercise");

                         (c) payment of the amount of tax required to be
withheld (if any) by the Company or any parent or subsidiary corporation as a
result of the exercise of a Stock Option. At the discretion of the Plan
Administrator, upon such terms as the Plan Administrator shall approve, the
Optionee may pay all or a portion of the tax withholding by (i) cash or check
payable to the Company, (ii) cashless exercise, (iii) stock-for-stock
exercise, or (iv) a combination of one or more of the foregoing payment
methods; and

                         (d) delivery of a written notice to the Company
requesting that the Company direct the transfer agent to issue to the
Optionee (or to his designee) a certificate for the number of shares of
Common Stock for which the Option was exercised or, in the case of a cashless
exercise, for any shares that were not sold in the cashless exercise.

Notwithstanding the foregoing, the Company, in its sole discretion, may extend
and maintain, or arrange for the extension and maintenance of, credit to any
Optionee to finance the Optionee's purchase of shares pursuant to exercise of
any Stock Option, on such terms as may be approved by the Plan Administrator,
subject to applicable regulations of the Federal Reserve Board and any other
laws or regulations in effect at the time such credit is extended.

                     7.4 TERM OF OPTION. No Incentive Stock Option shall be
exercisable after the expiration of the earliest of (a) ten years after the date
the Option is granted, (b) three months after the date the Optionee's employment
with the Company and its subsidiaries terminates, if such termination or
cessation is for any reason other than Disability or death, (c) one year after
the date the Optionee's employment with the Company and its subsidiaries
terminates, if such termination or cessation is a result of death or Disability;
provided, however, that the Option agreement for any Option may provide for
shorter periods in each of the foregoing instances. In the case of an Incentive
Stock Option granted to an employee who owns stock possessing more than 10% of
the total combined voting power of all classes of stock of the Company or any of
its parent or subsidiary corporations, the term set forth in (a), above, shall
not be more than five years after the date the Option is granted.

                     7.5 EXERCISE OF OPTION. No Option shall be exercisable
during the lifetime of an Optionee by any person other than the Optionee.
Subject to the foregoing, the Plan Administrator shall have the power to set the
time or times within which each Option shall be exercisable and to accelerate
the time or times of exercise; provided, however, the Option shall provide the
right to exercise at the rate of at least 20% per year over four years from the
date the Option is granted. Unless otherwise provided by the Plan Administrator,
each Option granted under the Plan shall become exercisable on a cumulative
basis as to one-quarter (1/4) of the total number of shares covered thereby at
any time after one year from the date the Option is granted and an additional
one-quarter (1/4) of such total number of shares at

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any time after the end of each consecutive one-year period thereafter until
the Option has become exercisable as to all of such total number of shares.
To the extent that an Optionee has the right to exercise an Option and
purchase shares pursuant thereto, the Option may be exercised from time to
time by written notice to the Company, stating the number of shares being
purchased and accompanied by payment in full of the exercise price for such
shares.

                         7.6 NO TRANSFER OF OPTION. No Option shall be
transferable by an Optionee otherwise than by will or the laws of descent and
distribution.

                         7.7 LIMIT ON INCENTIVE STOCK OPTIONS. The aggregate
fair market value (determined at the time the Option is granted) of the stock
with respect to which Incentive Stock Options granted after 1986 are
exercisable for the first time by an Optionee during any calendar year (under
all Incentive Stock Option plans of the Company and its subsidiaries) shall
not exceed $100,000. To the extent that the aggregate Fair Market Value
(determined at the time of the Stock Option is granted) of the Common Stock
with respect to which Incentive Stock Options are exercisable for the first
time by an Optionee during any calendar year (under all Incentive Stock
Option plans of the Company and any parent or subsidiary corporations)
exceeds $100,000, such Stock Options shall be treated as Non-Qualified Stock
Options. The determination of which Stock Options shall be treated as
Non-Qualified Stock Options shall be made by taking Stock Options into
account in the order in which they were granted.

                         7.8 RESTRICTION ON ISSUANCE OF SHARES. The issuance
of Options and shares shall be subject to compliance with all of the
applicable requirements of law with respect to the issuance and sale of
securities, including, without limitation, any required qualification under
state securities laws. If an Optionee acquires shares of Common Stock
pursuant to the exercise of an Option, the Plan Administrator, in its sole
discretion, may require as a condition of issuance of shares covered by the
Option that the shares of Common Stock shall be subject to restrictions on
transfer. The Company may place a legend on the certificates evidencing the
shares, reflecting the fact that they are subject to restrictions on transfer
pursuant to the terms of this Section. In addition, the Optionee may be
required to execute a buy-sell agreement in favor of the Company or its
designee with respect to all or any of the shares so acquired. In such event,
the terms of such agreement shall apply to such shares.

                         7.9 INVESTMENT REPRESENTATION. Any Optionee may be
required, as a condition of issuance of shares covered by his or her Option,
to represent that the shares to be acquired pursuant to exercise of the
Option will be acquired for investment and without a view to distribution
thereof; and in such case, the Company may place a legend on the certificate
evidencing the shares reflecting the fact that they were acquired for
investment and cannot be sold or transferred unless registered under the
Securities Act of 1933, as amended, or unless counsel for the Company is
satisfied that the circumstances of the proposed transfer do not require such
registration.

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                         7.10 RIGHTS AS A SHAREHOLDER OR EMPLOYEE. An
Optionee or transferee of an Option shall have no right as a stockholder of
the Company with respect to any shares covered by any Option until the date
of the issuance of a share certificate for such shares. No adjustment shall
be made for dividends (ordinary or extraordinary, whether cash, securities,
or other property) or distributions or other rights for which the record date
is prior to the date such share certificate is issued, except as provided in
Section 7.13. Nothing in the Plan or in any Option agreement shall confer
upon any employee any right to continue in the employ of the Company or any
of its subsidiaries or interfere in any way with any right of the Company or
any subsidiary to terminate the Optionee's employment at any time.

                         7.11 NO FRACTIONAL SHARES. In no event shall the
Company be required to issue fractional shares upon the exercise of an Option.

                         7.12 EXERCISABILITY IN THE EVENT OF DEATH. In the
event of the death of the Optionee, any Option or unexercised portion thereof
granted to the Optionee, to the extent exercisable by him or her on the date
of death, may be exercised by the Optionee's personal representatives, heirs,
or legatees subject to the provisions of Section 7.4 hereof.

                         7.13 RECAPITALIZATION OR REORGANIZATION OF COMPANY.
Except as otherwise provided herein, appropriate and proportionate
adjustments shall be made in the number and class of shares subject to the
Plan and to the Option rights granted under the Plan, and the exercise price
of such Option rights, in the event that the number of shares of Common Stock
of the Company are increased or decreased as a result of a stock dividend
(but only on Common Stock), stock split, reverse stock split,
recapitalization, reorganization, merger, consolidation, separation, or like
change in the corporate or capital structure of the Company. In the event
there shall be any other change in the number or kind of the outstanding
shares of Common Stock of the Company, or any stock or other securities into
which such common stock shall have been changed, or for which it shall have
been exchanged, whether by reason of a complete liquidation of the Company or
a merger, reorganization, or consolidation of the Company with any other
corporation in which the Company is not the surviving corporation or the
Company becomes a wholly-owned subsidiary of another corporation, then if the
Plan Administrator shall, in its sole discretion, determine that such change
equitably requires an adjustment to shares of Common Stock currently subject
to Options under the Plan, or to prices or terms of outstanding Options, such
adjustment shall be made in accordance with such determination.

                  To the extent that the foregoing adjustments relate to
stock or securities of the Company, such adjustments shall be made by the
Plan Administrator, the determination of which in that respect shall be
final, binding, and conclusive. No right to purchase fractional shares shall
result from any adjustment of Options pursuant to this Section. In case of
any such adjustment, the shares subject to the option shall be rounded down
to the nearest whole share. Notice of any adjustment shall be given by the
Company to each Optionee whose Options shall have been so adjusted and such
adjustment (whether or not notice is given) shall be effective and binding
for all purposes of the Plan.

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                  In the event of a complete liquidation of the Company or a
merger, reorganization, or consolidation of the Company with any other
corporation in which the Company is not the surviving corporation or the
Company becomes a wholly-owned subsidiary of another corporation, any
unexercised Options theretofore granted under the Plan shall be deemed
canceled unless the surviving corporation in any such merger, reorganization,
or consolidation elects to assume the Options under the Plan or to issue
substitute Options in place thereof; provided, however, that, notwithstanding
the foregoing, if such Options would be canceled in accordance with the
foregoing, the Optionee shall have the right, exercisable during a
fifteen-day period ending on the fifth day prior to such liquidation, merger,
or consolidation, to exercise such Option in whole or in part without regard
to any installment exercise provisions in the Option agreement.

                         7.14 MODIFICATION, EXTENSION, AND RENEWAL OF
OPTIONS. Subject to the terms and conditions and within the limitations of
the Plan, the Plan Administrator may modify, extend, or renew outstanding
Options granted under the Plan and accept the surrender of outstanding
Options (to the extent not theretofore exercised). The Plan Administrator
shall not, however, without the approval of the Board, modify any outstanding
Incentive Stock Option in any manner which would cause the Option not to
qualify as an Incentive Stock Option within the meaning of Section 422 of the
Code. Notwithstanding the foregoing, no modification of an Option shall,
without the consent of the Optionee, alter or impair any rights of the
Optionee under the Option.

                         7.15 OTHER PROVISIONS. Each Option may contain such
other terms, provisions, and conditions not inconsistent with the Plan as may
be determined by the Plan Administrator.

                  8. TERMINATION OR AMENDMENT OF THE PLAN. The Board may at
any time terminate or amend the Plan; provided that, without approval of the
holders of a majority of the shares of Common Stock of the Company
represented and voting at a duly held meeting at which a quorum is present
(which shares voting affirmatively also constitute a majority of the required
quorum) or by the written consent of a majority of the outstanding shares of
Common Stock, there shall be, except by operation of the provisions of
Section 7.13, no increase in the total number of shares covered by the Plan,
no change in the class of persons eligible to receive Options granted under
the Plan, no reduction in the exercise price of Options granted under the
Plan, and no extension of the latest date upon which Options may be
exercised; and provided further that, without the consent of the Optionee, no
amendment may adversely affect any then outstanding Option or any unexercised
portion thereof.

                  9. INDEMNIFICATION. In addition to such other rights of
indemnification as they may have as members of the Plan Administrator, the
members of the Plan Administrator administering the Plan shall be indemnified
by the Company against reasonable expense, including attorney's fees,
actually and necessarily incurred in connection with the defense of any
action, suit, or proceeding, or in connection with any appeal therein, to
which they or any of them may be a party by reason of any action taken or
failure to act under or in connection with the Plan or any Option granted
thereunder, and against all amounts paid by them in

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settlement thereof (provided such settlement is approved by independent legal
counsel selected by the Company) or paid by them in satisfaction of a
judgment in any action, suit, or proceeding, except in relation to matters as
to which it shall be adjudged in such action, suit, or proceeding that such
member is liable for negligence or misconduct in the performance of his
duties, provided that within 60 days after institution of any such action,
suit, or proceeding, the member shall in writing offer the Company the
opportunity, at its own expense, to handle and defend the same.

                  10. EFFECTIVE DATE AND TERM OF PLAN. This Plan shall become
effective (the "Effective Date") on the date of adoption by the Board of
Directors. No options granted under the Plan will be effective unless the
Plan is approved by stockholders of the Company within 12 months of the date
of adoption. Unless sooner terminated by the Board in its sole discretion,
the Plan will expire on December 31, 2008.

                  IN WITNESS WHEREOF, the Company by its duly authorized
officer, has caused this Plan to be executed at Boca Raton, Florida, as of
this 16th day of November, 1999.

                                            PARTSBASE.COM, INC.

                                            By:    \S\ ROBERT A. HAMMOND, JR.
                                                -------------------------------
                                                   Robert A. Hammond, Jr.


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