MAX INTERNET COMMUNICATIONS, INC.

                             1999 STOCK OPTION PLAN

                                2,600,000 Shares


                                    ARTICLE I

                                     GENERAL

1.1     Purpose of the Plan.
        -------------------

        The purpose of the Max Internet Communications, Inc.  1999 Stock  Option
        Plan (the  "Plan") is to assist  Max Internet  Communications,  Inc.,  a
        Nevada  corporation  (the  "Company"),  in  securing and  retaining Key
        Participants  of  outstanding  ability by  making it  possible  to offer
        them an increased  incentive to join  or continue in  the service of the
        Company  and  to  increase  their  efforts  for  its  welfare    through
        participation  or increased  participation  in the ownership  and growth
        of the Company.

1.2     Definitions.
        -----------

                (a) "Acceleration Event" means any event which in the opinion of
        the Board of  Directors  of the  Company is likely to lead to changes in
        control of share ownership of the Company, whether or not such change in
        control actually occurs.

                (b) "Award" means an Option granted to a Key  Participant  under
        the Plan.

                (c) "Board of Directors" or "Board" means the Board of Directors
        of the Company.

                (d) "Code" means the Internal Revenue Code of 1986, as amended.

                (e) "Committee" means the committee referred to in Section 1.3.

                (f) "Common Stock" means the Common Stock of the Company.

                (g) "Fair Market Value" means the closing price of the shares on
        the  principal  trading  market on which the Common  Stock is  primarily
        traded  on the day on which  such  value is to be  determined  or, if no
        shares  were  traded on such  day,  on the next  preceding  day on which
        shares were  traded,  as  reported  by NASDAQ.  If at any time shares of
        Common  Stock are not traded on an exchange  or in the  over-the-counter
        market,  Fair Market Value shall be the value determined by the Board of
        Directors or Committee administering the Plan, taking into consideration
        those factors affecting or reflecting value which they deem appropriate.

                (h)  "Grantee"  means a Key  Participant  to whom  an  Award  is
        granted under the Plan.

                (i) "Incentive Share" means a share of Common Stock awarded to a
        Key Participant  under Article VI hereof on such terms as are determined
        by the Committee.

                (j) "Incentive  Share  Agreement"  means a written  agreement in
        such form as the Board or Committee,  as applicable,  shall approve that
        evidences  the  terms and  conditions  of an award of  Incentive  Shares
        hereunder.


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                (k) "Incentive  Stock Option" means an option to purchase shares
        of Common  Stock  which is  intended  to qualify as an  incentive  stock
        option as defined in Section 422 of the Code.

                (l) "Key  Participant"  means any  person,  including  officers,
        directors,  employees,  agents  and  consultants  of the  Company or any
        Subsidiary  who  are  designated  a Key  Participant  by  the  Board  or
        Committee,  as  applicable,  and  is or  is  expected  to  be  primarily
        responsible for the management,  growth,  or supervision of some part or
        all of the  business of the Company.  The power to determine  who is and
        who is not a Key Participant is reserved solely for the Committee.

                (m)  "Nonqualified  Stock  Option"  means an option to  purchase
        shares of Common  Stock which is not intended to qualify as an Incentive
        Stock Option as defined in Section 422 of the Code.

                (n) "Option"  means an Incentive  Stock Option or a Nonqualified
        Stock Option.

                (o)  "Optionee"  means a Key  Participant  to whom an  Option is
        granted under the Plan.

                (p) "Parent" means any  corporation  which qualifies as a parent
        of a corporation under the definition of "parent corporation"  contained
        in Section 425(e) of the Code.

                (q)  "Subsidiary"  means any  corporation  which  qualifies as a
        subsidiary  of  a  corporation   under  the  definition  of  "subsidiary
        corporation" contained in Section 425(f) of the Code.

                (r) "Term" means the period during which a particular option may
        be  exercised  as  determined  by the  Committee  and as provided in the
        option agreement.

1.3     Administration of the Plan.
        --------------------------

        The  Plan  shall  be  administered  by  a  committee  (the  "Committee")
        appointed  by the Board of  Directors  consisting  solely of two or more
        Non-Employee  Directors,  as defined in Rule  16b-3 (see  Section  1.10,
        below),  or in the absence of an  appointment  of such a Committee,  the
        full Board shall serve as the  Committee.  Subject to the control of the
        Board,  and without  limiting  the control over  decisions  described in
        Section 1.7, the  Committee  shall have the power to interpret and apply
        the Plan and to make  regulations  for carrying  out its  purpose.  More
        particularly, the Committee shall determine which Key Participants shall
        be granted Options and the terms of such grants.  When granting Options,
        the Committee  shall  designate the Option as either an Incentive  Stock
        Option or a Nonqualified  Stock Option.  Determinations by the Committee
        under the Plan (including,  without  limitation,  determinations  of the
        person to receive  Awards,  the form,  amount and timing of such Awards,
        and  the  terms  and  provisions  of  such  Awards  and  the  agreements
        evidencing  same) need not be uniform and may be made by it  selectively
        among persons who receive, or are eligible to receive,  Awards under the
        Plan, whether or not such persons are similarly situated.  In serving on
        the Committee, members thereof shall be considered to be acting in their
        capacity as members of the Board of  Directors  and shall be entitled to
        all rights of  indemnification  provided by the Bylaws of the Company or
        otherwise to members of the Board of Directors.

1.4     Shares Subject to the Plan.
        --------------------------

        The total  number of shares  that may be  purchased  pursuant to Options
        under the Plan shall not exceed 2,600,000 shares of Common Stock. Shares
        subject to the Options which terminate or expire prior to exercise shall
        be  available  for future  Awards  under the Plan  without  again  being
        charged  against the  limitation  of  2,600,000  shares set forth above.
        Shares  issued  pursuant  to the Plan may be either  unissued  shares of
        Common Stock or reacquired shares of Common Stock held in treasury.

1.5     Terms and Conditions of Options.
        -------------------------------

        All  Options  shall  be  evidenced  by  agreements  in such  form as the
        Committee  shall approve from time to time subject to the  provisions of
        Article  II  and  Article  III,  as   appropriate,   and  the  following
        provisions:



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                (a) Exercise.  The Committee shall determine  whether the Option
        shall  be  exercisable  in  full  at any  time  during  the  Term  or in
        cumulative or noncumulative installments during the Term.

                (b)  Termination  of Employment or Contractor  Relationship.  An
        Optionee's  Options shall expire on the expiration of the Term specified
        in Section 2.1 or 3.1 as the case may be, or upon the occurrence of such
        events as are  specified in the  agreement.  In the event of exercise of
        the Option after  termination of employment or contractor  relationship,
        the  Optionee  may  exercise  the Option only with respect to the shares
        which  could have been  purchased  by the  Optionee  at the date of such
        termination, and then only for a period of 90 days thereafter.  However,
        the Committee may, but is not required to, waive any  requirements  made
        pursuant to Section  1.5(b) so that some or all of the shares subject to
        the Option may be exercised within the time limitation described in this
        subsection. An Optionee's employment or contractor relationship shall be
        deemed to  terminate  on the last date for which he  receives  a regular
        wage, salary or contract payment. Whether military,  government or other
        service or other leave of absence  shall  constitute  a  termination  of
        employment  shall be  determined  in each case by the  Committee  at its
        discretion,  and any  determination  by the Committee shall be final and
        conclusive. A termination of employment or contractor relationship shall
        not occur where the  Optionee  transfers  from the Company to one of its
        Subsidiaries or transfers from a Subsidiary to the Company.

                (c)  Death or  Disability.  Upon  termination  of an  Optionee's
        employment or contractor  relationship  by reason of death or disability
        (as  determined  by the  Committee  consistent  with the  definition  of
        Section  422(c)(7) of the Code),  the Option shall expire on the earlier
        of the  expiration  of (i) the date  specified in the Option which in no
        event shall be later than 12 months after the date of such  termination,
        or (ii) the Term specified in Section 2.1 or 3.1 as the case may be. The
        Optionee or his successor in interest,  as the case may be, may exercise
        the Option only as to the shares that could have been  purchased  by the
        Optionee at the date of his  termination  of  employment.  However,  the
        Committee  may,  but is not required  to,  waive any  requirements  made
        pursuant to Section  1.5(b) so that some or all of the shares subject to
        the Option may be exercised within the time limitation described in this
        subsection.

                (d)  Payment.  Payment  for  shares  as to  which an  Option  is
        exercised  shall  be made in such  manner  and at such  time or times as
        shall be provided in the option agreement,  including cash, Common Stock
        of the Company which was  previously  acquired by the  Optionee,  or any
        combination  thereof.  The Fair Market Value of the  surrendered  Common
        Stock as of the date of exercise  shall be determined in valuing  Common
        Stock used in payment for Options.

                (e)  Nontransferability.  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 the Optionee.

                (f)  Additional  Provisions.  Each option  agreement may contain
        such other terms and conditions not inconsistent  with the provisions of
        the Plan, including the award of cash amounts, as the Committee may deem
        appropriate from time to time.

1.6     Stock Adjustments; Mergers.
        --------------------------

                (a)  Generally.  Notwithstanding  Section  1.4, in the event the
        outstanding  shares  are  increased  or  decreased  or  changed  into or
        exchanged for a different  number or kind of shares or other  securities
        of the Company or of any other corporation by reason of any merger, sale
        of     stock,     consolidation,     liquidation,      recapitalization,
        reclassification, stock split up, combination of shares, stock dividend,
        or  transaction  having similar  effect,  the total number of shares set
        forth in Section 1.4 shall be proportionately and appropriately adjusted
        by the Committee.

                (b) Options. Following a transaction described in subsection (a)
        above,  if the Company  continues in  existence,  the number and kind of
        shares  that are  subject to any  Option and the option  price per share
        shall be proportionately  and appropriately  adjusted without any change
        in the aggregate  price to be paid therefor upon exercise of the Option.
        If the Company will not remain in existence or substantially  all of its
        voting  Common  Stock and  Common  Stock will be  purchased  by a single
        purchaser or group of purchasers acting together, then the Committee may
        (i) declare that all Options shall terminate 30 days after the Committee
        gives written notice to all


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        Optionee's  of  their  immediate  right to  exercise  all  Options  then
        outstanding   (without  regard  to  limitations  on  exercise  otherwise
        contained  in the  Options),  or (ii)  notify  all  Optionee's  that all
        Options granted under the Plan shall apply with appropriate  adjustments
        as  determined  by the  Committee  to the  securities  of the  successor
        corporation  to which  holders of the numbers of shares  subject to such
        Options  would have been  entitled,  or (iii) take  action  that is some
        combination  of  aspects  of (i)  and  (ii).  The  determination  by the
        Committee as to the terms of any of the foregoing  adjustments  shall be
        conclusive and binding.  Any fractional shares resulting from any of the
        foregoing  adjustments  under  this  section  shall be  disregarded  and
        eliminated.

1.7     Acceleration Event.
        ------------------

        If an  Acceleration  Event  occurs  in  the  opinion  of  the  Board  of
        Directors,  based on  circumstances  known to it, the Board of Directors
        may, but is not  obligated  to, direct the Committee to declare that any
        or  all  Options  granted  under  the  Plan  shall  become   exercisable
        immediately  notwithstanding the provisions of the respective agreements
        granting any such Awards.

1.8     Notification of Exercise.
        ------------------------

        Options shall be exercised by written  notice  directed to the Secretary
        of the Company at the principal  executive offices of the Company.  Such
        written notice shall be accompanied by any payment required  pursuant to
        Section 1.5(d).  Exercise by an Optionee's heir or the representative of
        his estate shall be  accompanied  by evidence of his authority to so act
        in form reasonably satisfactory to the Company.

1.9     Modification, Extension and Renewal of Awards.
        ---------------------------------------------

        Subject to the terms and  conditions  and within the  limitations of the
        Plan, the Committee may modify,  extend or renew  outstanding  Awards or
        accept  the  surrender  of   outstanding   Awards  (to  the  extent  not
        theretofore exercised) granted under the Plan or under any other plan of
        the Company or a  Subsidiary,  and  authorize the granting of new Awards
        pursuant  to the  Plan in  substitution  therefor,  and the  substituted
        Awards may bear such different or additional terms and conditions as the
        Committee  shall deem  appropriate  within the  limitations of the Plan.
        Notwithstanding  the foregoing,  however,  no  modification  of an Award
        shall,  without the consent of the Grantee holding the Award,  adversely
        affect the rights or obligations of such Grantee.

1.10.   Compliance with Rule 16b-3.
        --------------------------

        It is  intended  that the  provisions  of the Plan and any  Award  shall
        comply in all respects with the terms and conditions of Rule 16b-3 under
        the Securities Exchange Act of 1934, as in effect on January 1, 1999 and
        as  amended,  or any  successor  provisions,  as it  relates  to persons
        subject to the reporting  requirements of Section 16(a) of such Act. Any
        agreement  granting  an  Award  shall  contain  such  provisions  as are
        necessary or appropriate to assure such  compliance.  To the extent that
        any provision  hereof is found not to be in compliance with such rule as
        it relates to such Act, such provision shall be deemed to be modified so
        as to be in compliance  with such rule, or if such  modification  is not
        possible,  shall be deemed to be null and void,  as it  relates  to such
        Grantee.


                                   ARTICLE II

                             INCENTIVE STOCK OPTIONS

2.1     Terms of Incentive Stock Options.
        --------------------------------

        Each Incentive  Stock Option granted under the Plan shall be exercisable
        only during a Term fixed by the Committee;  provided,  however, that the
        Term shall end no later than 10 years after the date the Incentive Stock
        Option is granted.



<PAGE>



2.2     Limitation on Options.
        ---------------------


        The aggregate Fair Market Value of Common Stock  (determined at the time
        the  Incentive  Stock  Option is  granted)  subject to  Incentive  Stock
        Options  granted  to a Key  Participant  under  all  plans  of  the  Key
        Participant's   employer   corporation  and  its  Parent  or  Subsidiary
        corporations and that become  exercisable for the first time by such Key
        Participant during any calendar year may not exceed $100,000.

2.3     Special Rule for Ten Percent Shareholder.
        ----------------------------------------

        If at the time an Incentive Stock Option is granted,  a participant owns
        stock  possessing  more than ten  percent  (10%) of the  total  combined
        voting power of all classes of stock of his employer  corporation  or of
        its  Parent  or  any  of  its  Subsidiaries,  as  determined  using  the
        attribution  rules of Section 424(d) of the Code,  then the terms of the
        Incentive  Stock Option shall  specify that the option price shall be at
        least  110%  of the  Fair  Market  Value  of the  stock  subject  to the
        Incentive  Stock  Option and such  Incentive  Stock  Option shall not be
        exercisable  after  the  expiration  of five  years  from the date  such
        Incentive Stock Option is granted.

2.4     Interpretation.
        --------------

        In  interpreting  this  Article  II of the  Plan and the  provisions  of
        individual  option  agreements,  the  Committee  and the Board  shall be
        governed by the principles and requirements of Sections 421, 422 and 425
        of the Code, and applicable Treasury Regulations.


                                   ARTICLE III

                           NONQUALIFIED STOCK OPTIONS

3.1     Terms and Conditions of Options.
        -------------------------------

        In addition to the requirements of Section 1.5, each Nonqualified  Stock
        Option  granted under the Plan shall be  exercisable  only during a Term
        fixed by the Committee.

3.2     Section 83(b) Election.
        ----------------------

        The Company  recognizes  that certain  persons who receive  Nonqualified
        Stock Options may be subject to  restrictions  regarding  their right to
        trade  Common Stock under  applicable  securities  laws.  Such may cause
        Optionee's   exercising  such  Options  not  to  be  taxable  under  the
        provisions  of  Section  83(c)  of  the  Code.  Accordingly,  Optionee's
        exercising  such  Nonqualified  Stock  Options  may  consider  making an
        election to be taxed upon  exercise of the Option under Section 83(b) of
        the Code and to effect such  election  will file such  election with the
        Internal  Revenue  Service  within  thirty  (30) days of exercise of the
        Option and otherwise in accordance with applicable Treasury Regulations.


                                   ARTICLE IV

                              ADDITIONAL PROVISIONS

4.1     Stockholder Approval.
        --------------------

        The Plan shall be submitted for the approval of the  stockholders of the
        Company at the first annual meeting of  stockholders  held subsequent to
        the  adoption  of the Plan and in all  events  within  two  years of its
        approval by the Board of Directors.  If at said meeting the stockholders
        of the Company do not approve the Plan, the Plan shall terminate.




<PAGE>



4.2     Compliance with Other Laws and Regulations.
        ------------------------------------------

        The  Plan,  the  grant  and  exercise  of  Options  hereunder,  and  the
        obligation of the Company to sell and deliver shares under such Options,
        shall be subject to all applicable  Federal and state laws,  rules,  and
        regulations and to such approvals by any government or regulatory agency
        as may be  required.  The  Company  shall  not be  required  to issue or
        deliver  any  certificates  for shares of Common  Stock prior to (a) the
        listing of such shares on any stock  exchange on which the Common  Stock
        may  then be  listed  and  (b) the  completion  of any  registration  or
        qualification  or  exemption  of such shares  under any Federal or state
        law,  or any  ruling or  regulation  of any  government  body  which the
        Company  shall,  in its sole  discretion,  determine  to be necessary or
        advisable.

4.3     Amendments.
        ----------

        The Board of Directors  may  discontinue  the Plan at any time,  and may
        amend it from  time to  time,  but no  amendment,  without  approval  by
        stockholders,  may  increase  the total  number  of shares  which may be
        issued under the Plan. Other than as expressly permitted under the Plan,
        no outstanding  Award may be revoked or altered in a manner  unfavorable
        to the Grantee without the consent of the Grantee.

4.4     No Rights As Shareholder.
        ------------------------

        No Grantee  shall have any rights as a  shareholder  with respect to any
        share  subject to his or her Option prior to the date of issuance to him
        or her of a certificate or certificates for such shares.

4.5     Withholding.
        -----------

        Whenever the Company proposes or is required to issue or transfer shares
        of Common  Stock  under the Plan,  the  Company  shall have the right to
        require  the  Grantee to remit to the  Company an amount  sufficient  to
        satisfy any Federal,  state or local  withholding  tax liability in such
        form as the  Company  may  determine  or accept in its sole  discretion,
        including  payment by  surrender  or retention of shares of Common Stock
        prior  to the  delivery  of any  certificate  or  certificates  for such
        shares.

4.6     Continued Employment Not Presumed.
        ---------------------------------

        This  Plan and any  document  describing  this Plan and the grant of any
        Award hereunder shall not give any Optionee or other Participant a right
        to  continued   employment  or   directorship  by  the  Company  or  its
        Subsidiaries  or affect the right of the Company or its  Subsidiaries to
        terminate  the  employment  or  directorship  of any such person with or
        without cause.


4.7     Effective Date; Duration.
        ------------------------

        The Plan shall become effective as of April 1, 1999 pursuant to Board of
        Director  approval  received on such date and shall  expire on March 31,
        2009.  The Plan was amended on September 29, 1999 to increase the number
        of shares covered by the Plan from 1,600,000 to 2,600,000,  and the Plan
        was approved by the  Shareholders  at a meeting on November 15, 1999. No
        Awards may be granted  under the Plan after March 31,  2009,  but Awards
        granted on or before that date may be  exercised  according to the terms
        of the  related  agreements  and shall  continue  to be  governed by and
        interpreted consistent with the terms hereof.