EXHIBIT 4.1

                             EBIZ ENTERPRISES, INC.

                             2002 STOCK OPTION PLAN

1.   PURPOSES OF THE PLAN.  The  purposes of this Ebiz  Enterprises,  Inc.  2002
Stock Option Plan are:

     *    to attract and retain the best  available  personnel  for positions of
          substantial responsibility,

     *    to  provide   additional   incentive  to   Employees,   Directors  and
          Consultants, and to promote the success of the Company's business.

     *    To set forth the terms and  conditions  for Options  granted under the
          Plan  which may be  Incentive  Stock  Options  or  Nonstatutory  Stock
          Options, as determined by the Administrator at the time of grant.

The  Plan  provides  for the  grant  of  Stock  Options  as a form of  incentive
compensation and it is not intended to be a plan that is subject to the Employee
Retirement  Income Security Act of 1974, as amended  (ERISA).  The Plan shall be
interpreted,  construed and  administered  consistent  with its status as a plan
that is not subject to ERISA.

Subject to any  required  approval  by the  Company's  stockholders  pursuant to
SECTION 18, the Plan,  shall be effective as of October 18, 2002 (the "Effective
Date").  The Plan shall  remain in effect,  subject to the right of the Board to
amend or terminate  the Plan at any time  pursuant to SECTION 14, until the date
that is ten (10) years after the Effective Date.

2.   DEFINITIONS. As used herein, the following definitions shall apply:

     (a)  "ADMINISTRATOR"  means the Board or any of its  Committees as shall be
administering the Plan, in accordance with Section 4 of the Plan.

     (b) "APPLICABLE LAWS" means the requirements relating to the administration
of stock option plans under U. S. state corporate  laws, U.S.  federal and state
securities  laws, the Code, any stock exchange or quotation  system on which the
Common Stock is listed or quoted and the applicable  laws of any foreign country
or jurisdiction where Options are, or will be, granted under the Plan.

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

     (d)  "CHANGE  IN  CONTROL"  means the  occurrence  of any of the  following
events:

          (i) Any "person" (as such term is used in Sections  13(d) and 14(d) of
the Exchange  Act) becomes the  "beneficial  owner" (as defined in Rule 13d-3 of
the  Exchange  Act),  directly  or  indirectly,  of  securities  of the  Company
representing  fifty percent (50%) or more of the total voting power  represented
by the Company's then outstanding voting securities;
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          (ii) The consummation of the sale or disposition by the Company of all
or substantially all of the Company's assets;

          (iii) A change  in the  composition  of the Board  occurring  within a
two-year period, as a result of which fewer than a majority of the directors are
Incumbent  Directors.  "Incumbent  Directors" means directors who either (A) are
Directors as of the effective date of the Plan, or (B) are elected, or nominated
for election,  to the Board with the affirmative votes of at least a majority of
the Incumbent Directors at the time of such election or nomination (but will not
include an individual  whose  election or  nomination  is in connection  with an
actual or threatened  proxy contest relating to the election of directors to the
Company); or

          (iv) The consummation of a merger or consolidation of the Company with
any other corporation,  other than a merger or consolidation  which would result
in the voting  securities of the Company  outstanding  immediately prior thereto
continuing to represent  (either by remaining  outstanding or by being converted
into voting  securities  of the  surviving  entity or its parent) at least fifty
percent (50%) of the total voting power  represented by the voting securities of
the Company or such surviving entity or its parent outstanding immediately after
such merger or consolidation.

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

     (f)  "COMMITTEE"  means a committee of Directors  appointed by the Board in
accordance with Section 4 of the Plan.

     (g) "COMMON STOCK" means the common stock of the Company.

     (h) "COMPANY" means Ebiz Enterprises, Inc., a Nevada corporation.

     (i) "CONSULTANT" means any natural person, including an advisor, engaged by
the Company or a Parent or Subsidiary to render services to such entity.

     (j) "DIRECTOR" means a member of the Board.

     (k) "DISABILITY" means total and permanent disability as defined in Section
22(e)(3) of the Code.

     (l) "EMPLOYEE" means any person, including Officers and Directors, employed
by the Company or any Parent or  Subsidiary of the Company.  A Service  Provider
shall  not  cease  to be an  Employee  in the case of (i) any  leave of  absence
approved by the Company or (ii)  transfers  between  locations of the Company or
between the Company, its Parent, any Subsidiary,  or any successor. For purposes
of  Incentive  Stock  Options,  no such leave may  exceed  ninety  days,  unless
reemployment upon expiration of such leave is guaranteed by statute or contract.
If reemployment upon expiration of a leave of absence approved by the Company is
not so  guaranteed,  then three (3) months  following the 91st day of such leave
any Incentive  Stock Option held by the Optionee shall cease to be treated as an
Incentive  Stock Option and shall be treated for tax purposes as a  Nonstatutory
Stock Option.  Neither  service as a Director nor payment of a director's fee by
the Company shall be sufficient to constitute "employment" by the Company.

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     (m) "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

     (n) "FAIR MARKET  VALUE" means,  as of any date,  the value of Common Stock
determined as follows:

          (i) If the Common Stock is listed on any established stock exchange or
a national  market system,  including  without  limitation  the Nasdaq  National
Market or The Nasdaq  SmallCap Market of The Nasdaq Stock Market or the Over The
Counter  Bulletin Board,  its Fair Market Value shall be the closing sales price
for such stock (or the closing bid, if no sales were reported) as quoted on such
exchange or system on the day of  determination,  as reported in The Wall Street
Journal or such other source as the Administrator deems reliable;

          (ii)  If  the  Common  Stock  is  regularly  quoted  by  a  recognized
securities dealer but selling prices are not reported,  the Fair Market Value of
a Share of Common  Stock  shall be the mean  between  the high bid and low asked
prices for the Common Stock on the day of determination, as reported in The Wall
Street Journal or such other source as the Administrator deems reliable; or

          (iii) In the absence of an  established  market for the Common  Stock,
the Fair Market Value shall be determined in good faith by the Administrator.

     (o)  "INCENTIVE  STOCK  OPTION"  means an Option  intended to qualify as an
incentive  stock  option  within the  meaning of Section 422 of the Code and the
regulations promulgated thereunder.

     (p) "NONSTATUTORY  STOCK OPTION" means an Option not intended to qualify as
an Incentive Stock Option.

     (q)  "NOTICE OF GRANT"  means a written  or  electronic  notice  evidencing
certain terms and conditions of an individual  Option grant. The Notice of Grant
is part of the Option Agreement.

     (r)  "OFFICER"  means a person who is an officer of the Company  within the
meaning  of  Section  16 of the  Exchange  Act and  the  rules  and  regulations
promulgated thereunder.

     (s) "OPTION" means a stock option granted pursuant to the Plan.

     (t)  "OPTION  AGREEMENT"  means an  agreement  between  the  Company and an
Optionee  evidencing the terms and conditions of an individual Option grant. The
Option Agreement is subject to the terms and conditions of the Plan.

     (u) "OPTION EXCHANGE PROGRAM" means a program whereby  outstanding  Options
are surrendered in exchange for Options with a lower exercise price.

     (v) "OPTIONED STOCK" means the Common Stock subject to an Option.

     (w) "OPTIONEE" means the holder of an outstanding  Option granted under the
Plan.

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     (x)  "PARENT"  means  a  "parent  corporation,"  whether  now or  hereafter
existing, as defined in Section 424(e) of the Code.

     (y) "PLAN" means this 2002 Stock Option Plan.

     (z) "RULE 16B-3"  means Rule 16b-3 of the Exchange Act or any  successor to
Rule 16b-3,  as in effect when discretion is being exercised with respect to the
Plan.

     (aa) "SECTION 16(B)" means Section 16(b) of the Exchange Act.

     (bb) "SERVICE PROVIDER" means an Employee, Director or Consultant.

     (cc) "SHARE" means a share of the Common  Stock,  as adjusted in accordance
with Section 12 of the Plan.

     (dd)  "SUBSIDIARY"  means  a  "subsidiary  corporation",   whether  now  or
hereafter existing, as defined in Section 424(f) of the Code.

3.   STOCK SUBJECT TO THE PLAN.  Subject to the  provisions of Section 12 of the
Plan, the maximum aggregate number of Shares that may be optioned and sold under
the Plan is the total of  775,000  Shares.  The Shares  may be  authorized,  but
unissued, or reacquired Common Stock.

     If an Option expires or becomes unexercisable without having been exercised
in  full,  or  is  surrendered  pursuant  to an  Option  Exchange  Program,  the
unpurchased  Shares which were subject thereto shall become available for future
grant or sale  under  the Plan  (unless  the  Plan  has  terminated);  PROVIDED,
HOWEVER,  that Shares that have actually been issued under the Plan shall not be
returned  to the Plan and shall not become  available  for  future  distribution
under the Plan, except that if unvested Shares are repurchased by the Company at
their original  purchase  price,  such Shares shall become  available for future
grant under the Plan.

4.   ADMINISTRATION OF THE PLAN.

     (a) PROCEDURE.

          (i) MULTIPLE ADMINISTRATIVE BODIES.  Different Committees with respect
to different groups of Service Providers may administer the Plan.

          (ii) SECTION 162(M). To the extent that the  Administrator  determines
it to be desirable to qualify  Options granted  hereunder as  "performance-based
compensation"  within the meaning of Section  162(m) of the Code, the Plan shall
be  administered  by a Committee of two or more "outside  directors"  within the
meaning of Section 162(m) of the Code.

          (iii) RULE  16B-3.  To the extent  desirable  to qualify  transactions
hereunder as exempt under Rule 16b-3,  the transactions  contemplated  hereunder
shall be structured to satisfy the requirements for exemption under Rule 16b-3.

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          (iv) OTHER  ADMINISTRATION.  Other than as  provided  above,  the Plan
shall be administered by (A) the Board or (B) a Committee, which committee shall
be constituted to satisfy Applicable Laws.

     (b) POWERS OF THE ADMINISTRATOR. Subject to the provisions of the Plan, and
in the case of a  Committee,  subject to the  specific  duties  delegated by the
Board to such  Committee,  the  Administrator  shall have the authority,  in its
discretion:

          (i) to determine the Fair Market Value;

          (ii) to select the Service  Providers  to whom  Options may be granted
hereunder;

          (iii) to determine  the number of shares of Common Stock to be covered
by each Option granted hereunder;

          (iv) to approve forms of agreement for use under the Plan;

          (v) to determine the terms and conditions,  not inconsistent  with the
terms of the Plan, of any Option  granted  hereunder.  Such terms and conditions
include,  but are not limited  to, the  exercise  price,  the time or times when
Options  may be  exercised  (which may be based on  performance  criteria),  any
vesting acceleration or waiver of forfeiture  restrictions,  and any restriction
or  limitation  regarding  any  Option or the  shares of Common  Stock  relating
thereto,  based in each case on such factors as the  Administrator,  in its sole
discretion, shall determine;

          (vi) to reduce the  exercise  price of any Option to the then  current
Fair Market Value if the Fair Market  Value of the Common Stock  covered by such
Option shall have declined since the date the Option was granted;

          (vii) to institute an Option Exchange Program;

          (viii) to  construe  and  interpret  the terms of the Plan and  awards
granted pursuant to the Plan;

          (ix) to prescribe, amend and rescind rules and regulations relating to
the Plan, including rules and regulations relating to sub-plans  established for
the purpose of satisfying applicable foreign laws;

          (x) to modify or amend each Option  (subject  to Section  14(c) of the
Plan),  including  the  discretionary  authority to extend the  post-termination
exercisability  period of Options  longer than is otherwise  provided for in the
Plan;

          (xi) to allow  Optionees to satisfy  withholding  tax  obligations  by
electing to have the Company withhold from the Shares to be issued upon exercise
of an Option  that  number of Shares  having a Fair  Market  Value  equal to the
minimum amount  required to be withheld.  The Fair Market Value of the Shares to
be  withheld  shall be  determined  on the date  that  the  amount  of tax to be
withheld  is to be  determined.  All  elections  by an  Optionee  to have Shares
withheld for this purpose  shall be made in such form and under such  conditions
as the Administrator may deem necessary or advisable;

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          (xii) to authorize  any person to execute on behalf of the Company any
instrument  required to effect the grant of an Option previously  granted by the
Administrator; and

          (xiii) to make all other determinations  deemed necessary or advisable
for administering the Plan.

     (c) EFFECT OF  ADMINISTRATOR'S  DECISION.  The  Administrator's  decisions,
determinations and  interpretations  shall be final and binding on all Optionees
and any other holders of Options.

5.   ELIGIBILITY.   Nonstatutory   Stock  Options  may  be  granted  to  Service
Providers. Incentive Stock Options may be granted only to Employees.

6.   LIMITATIONS.

     (a) Each Option shall be  designated  in the Option  Agreement as either an
Incentive Stock Option or a Nonstatutory Stock Option. However,  notwithstanding
such  designation,  to the extent that the  aggregate  Fair Market  Value of the
Shares with respect to which  Incentive  Stock Options are  exercisable  for the
first time by the Optionee  during any single  calendar year (under all plans of
the Company and any Parent or Subsidiary)  exceeds $100,000,  such Options shall
be treated as Nonstatutory Stock Options to the extent in excess of the $100,000
limit,  and not Incentive  Stock Options,  but all other terms and provisions of
such  Options  shall  remain  unchanged  . For  purposes of this  Section  6(a),
Incentive  Stock  Options shall be taken into account in the order in which they
were granted.  The Fair Market Value of the Shares of an Incentive  Stock Option
shall be  determined  as of the time the Option  with  respect to such Shares is
granted.

     (b) Neither the Plan nor any Option shall confer upon an Optionee any right
with respect to continuing the  Optionee's  relationship  as a Service  Provider
with the Company,  nor shall they interfere in any way with the Optionee's right
or the  Company's  right to terminate  such  relationship  at any time,  with or
without cause.

     (c) The following limitations shall apply to grants of Options:

          (i) No Service  Provider  shall be granted,  in any fiscal year of the
Company, Options to purchase more than 1,000,000 Shares.

          (ii) In connection with his or her initial service, a Service Provider
may be granted Options to purchase up to an additional  1,000,000 Shares,  which
shall not count against the limit set forth in subsection (i) above.

          (iii) The foregoing  limitations shall be adjusted  proportionately in
connection  with any change in the  Company's  capitalization  as  described  in
Section 12.

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          (iv) If an Option is  cancelled in the same fiscal year of the Company
in which it was granted (other than in connection  with a transaction  described
in Section  12),  the  cancelled  Option will be counted  against the limits set
forth in subsections (i) and (ii) above. For this purpose, if the exercise price
of an Option is reduced,  the  transaction  will be treated as a cancellation of
the Option and the grant of a new Option.

7.   TERM OF PLAN.  Subject  to Section  18 of the Plan,  the Plan shall  become
effective upon its adoption by the Board. It shall continue in effect for a term
of ten (10) years unless terminated earlier under Section 14 of the Plan.

8.   TERM OF  OPTION.  The term of each  Option  shall be stated  in the  Option
Agreement and shall be fixed by the  Administrator  which shall not be more than
ten (10)  years from the date of the grant.  In the case of an  Incentive  Stock
Option, the term shall be not more than ten (10) years from the date of grant or
such  shorter term as may be provided in the Option  Agreement.  Notwithstanding
the foregoing,  in the case of an Incentive  Stock Option granted to an Optionee
who, at the time the Incentive Stock Option is granted,  owns stock representing
more than ten percent (10%) of the total combined voting power of all classes of
stock of the  Company or any  Parent or  Subsidiary,  the term of the  Incentive
Stock Option shall be five (5) years from the date of grant or such shorter term
as may be provided in the Option Agreement.

9.   OPTION EXERCISE PRICE AND CONSIDERATION.

     (a)  EXERCISE  PRICE.  The per share  exercise  price for the  Shares to be
issued   pursuant  to  exercise  of  an  Option  shall  be   determined  by  the
Administrator, subject to the following:

          (i) In the case of an Incentive Stock Option

               (A) granted to an Employee who, at the time the  Incentive  Stock
Option is granted,  owns stock  representing  more than ten percent (10%) of the
voting power of all classes of stock of the Company or any Parent or Subsidiary,
the per Share exercise price shall be no less than 110% of the Fair Market Value
per Share on the date of grant.

               (B) granted to any Employee  other than an Employee  described in
paragraph (A) immediately  above,  the per Share exercise price shall be no less
than 100% of the Fair Market Value per Share on the date of grant.

          (ii) In the  case  of a  Nonstatutory  Stock  Option,  the  per  Share
exercise  price  shall  be  determined  by the  Administrator.  In the case of a
Nonstatutory   Stock   Option   intended   to  qualify   as   "performance-based
compensation"  within the meaning of Section  162(m) of the Code,  the per Share
exercise  price shall be no less than 100% of the Fair Market Value per Share on
the date of grant.

          (iii) Notwithstanding the foregoing, Options may be granted with a per
Share exercise price of less than 100% of the Fair Market Value per Share on the
date of grant pursuant to a merger or other corporate transaction.

     (b) WAITING  PERIOD AND EXERCISE  DATES.  At the time an Option is granted,
the Administrator  shall fix the period within which the Option may be exercised
subject to the provisions of Section 8 above and shall  determine any conditions
that must be satisfied before the Option may be exercised.

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     (c) FORM OF CONSIDERATION. The Administrator shall determine the acceptable
form of consideration for exercising an Option, including the method of payment.
In the case of an Incentive Stock Option, the Administrator  shall determine the
acceptable form of consideration at the time of grant.  Such  consideration  may
consist entirely of:

          (i) cash;

          (ii) check;

          (iii) promissory note;

          (iv) other Shares which,  in the case of Shares  acquired  directly or
indirectly  from the Company,  (A) have been owned by the Optionee for more than
six (6) months on the date of surrender, and (B) have a Fair Market Value on the
date of  surrender  equal to the  aggregate  exercise  price of the Shares as to
which said Option shall be exercised;

          (v)  consideration  received by the Company under a cashless  exercise
program implemented by the Company in connection with the Plan;

          (vi)  a  reduction  in the  amount  of any  Company  liability  to the
Optionee,  including any liability attributable to the Optionee's  participation
in any Company-sponsored deferred compensation program or arrangement;

          (vii) any combination of the foregoing methods of payment; or

          (viii) such other consideration and method of payment for the issuance
of Shares to the extent permitted by Applicable Laws.

10.  EXERCISE OF OPTION.

     (a) PROCEDURE FOR EXERCISE;  RIGHTS AS A  STOCKHOLDER.  Any Option  granted
hereunder  shall be  exercisable  according to the terms of the Plan and at such
times and under such conditions as determined by the Administrator and set forth
in the Option Agreement. Unless the Administrator provides otherwise, vesting of
Options granted hereunder shall be suspended during any unpaid leave of absence.
An Option may not be exercised for a fraction of a Share.

     An Option shall be deemed exercised when the Company receives:  (i) written
or electronic  notice of exercise (in accordance with the Option Agreement) from
the person entitled to exercise the Option, and (ii) full payment for the Shares
with respect to which the Option is exercised  including the amount necessary to
satisfy all federal,  state and local withholding tax requirements  prior to the
delivery of any  certificates  for the Shares.  Full  payment may consist of any
consideration  and  method  of  payment  authorized  by  the  Administrator  and
permitted by the Option  Agreement and the Plan.  Shares issued upon exercise of
an Option  shall be issued in the name of the  Optionee  or, if requested by the
Optionee,  in the name of the Optionee  and his or her spouse.  Until the Shares
are issued (as evidenced by the appropriate entry on the books of the Company or

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of a duly authorized transfer agent of the Company), no right to vote or receive
dividends or any other rights as a  stockholder  shall exist with respect to the
Optioned Stock,  notwithstanding  the exercise of the Option.  The Company shall
issue (or cause to be issued) such Shares promptly after the Option is exercised
subject  to the  receipt  by the  Company  of the  amount  necessary  to satisfy
withholding tax  requirements as set forth above. No adjustment will be made for
a dividend  or other  right for which the  record  date is prior to the date the
Shares are issued, except as provided in Section 12 of the Plan.

     Exercising  an Option in any  manner  shall  decrease  the number of Shares
thereafter  available,  both for  purposes  of the Plan and for sale  under  the
Option, by the number of Shares as to which the Option is exercised.

     (b)  TERMINATION  OF  RELATIONSHIP  AS A SERVICE  PROVIDER.  If an Optionee
ceases  to be a  Service  Provider,  other  than  upon the  Optionee's  death or
Disability,  the Optionee  may exercise his or her Option  within such period of
time as is  specified  in the Option  Agreement to the extent that the Option is
vested on the date of termination  (but in no event later than the expiration of
the term of such Option as set forth in the Option Agreement). In the absence of
a specified time in the Option  Agreement,  the Option shall remain  exercisable
for three (3) months  following the Optionee's  termination.  If, on the date of
termination,  the  Optionee  is not vested as to his or her entire  Option,  the
Shares  covered by the unvested  portion of the Option shall revert to the Plan.
If, after  termination,  the Optionee does not exercise his or her Option within
the time specified by the  Administrator,  the Option shall  terminate,  and the
Shares covered by such Option shall revert to the Plan.

     (c) DISABILITY OF OPTIONEE.  If an Optionee ceases to be a Service Provider
as a result of the Optionee's  Disability,  the Optionee may exercise his or her
Option within such period of time as is specified in the Option Agreement to the
extent the Option is vested on the date of  termination  (but in no event  later
than  the  expiration  of the term of such  Option  as set  forth in the  Option
Agreement).  In the absence of a  specified  time in the Option  Agreement,  the
Option shall remain  exercisable for twelve (12) months following the Optionee's
termination.  If, on the date of  termination,  the Optionee is not vested as to
his or her entire  Option,  the Shares  covered by the  unvested  portion of the
Option shall revert to the Plan.  If, after  termination,  the Optionee does not
exercise his or her Option within the time  specified  herein,  the Option shall
terminate, and the Shares covered by such Option shall revert to the Plan.

     (d) DEATH OF OPTIONEE.  If an Optionee dies while a Service  Provider,  the
Option may be exercised  following  the  Optionee's  death within such period of
time as is  specified  in the Option  Agreement to the extent that the Option is
vested on the date of death (but in no event may the option be  exercised  later
than  the  expiration  of the term of such  Option  as set  forth in the  Option
Agreement), by the Optionee's designated beneficiary,  provided such beneficiary
has been  designated  prior to  Optionee's  death  in a form  acceptable  to the
Administrator.  If no such beneficiary has been designated by the Optionee, then
such Option may be exercised by the personal  representative  of the  Optionee's
estate or by the  person(s)  to whom the Option is  transferred  pursuant to the
Optionee's will or in accordance with the laws of descent and  distribution.  In
the absence of a specified time in the Option Agreement, the Option shall remain
exercisable for twelve (12) months following  Optionee's  death. If, at the time
of death,  Optionee  is not  vested as to his or her entire  Option,  the Shares
covered by the unvested  portion of the Option shall  immediately  revert to the

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Plan. If the Option is not so exercised  within the time specified  herein,  the
Option shall  terminate,  and the Shares  covered by such Option shall revert to
the Plan.

11.  TRANSFERABILITY   OF   OPTIONS.   Unless   determined   otherwise   by  the
Administrator,  an  Option  may not be sold,  pledged,  assigned,  hypothecated,
transferred,  or disposed of in any manner  other than by will or by the laws of
descent  or  distribution  and may be  exercised,  during  the  lifetime  of the
Optionee,   only  by  the  Optionee.   If  the  Administrator  makes  an  Option
transferable,  such Option shall contain such additional terms and conditions as
the Administrator deems appropriate.

12.  ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, MERGER OR CHANGE IN CONTROL.

     (a)  CHANGES  IN  CAPITALIZATION.  Subject  to any  required  action by the
stockholders of the Company, the number of shares of Common Stock that have been
authorized  for issuance under the Plan but as to which no Options have yet been
granted or which have been returned to the Plan upon  cancellation or expiration
of an  Option,  the  number of  Shares  that may be added  annually  to the Plan
pursuant to Section 3(i) and the number of shares of Common Stock as well as the
price per share of Common Stock covered by each such outstanding  Option,  shall
be proportionately adjusted for any increase or decrease in the number of issued
shares of Common Stock resulting from a stock split,  reverse stock split, stock
dividend,  combination  or  reclassification  of the Common Stock,  or any other
increase  or decrease in the number of issued  shares of Common  Stock  effected
without  receipt  of  consideration  by the  Company;  PROVIDED,  HOWEVER,  that
conversion of any  convertible  securities of the Company shall not be deemed to
have been "effected without receipt of consideration."  Such adjustment shall be
made by the Board, whose  determination in that respect shall be final,  binding
and conclusive.  Except as expressly provided herein, no issuance by the Company
of shares of stock of any class, or securities  convertible into shares of stock
of any class,  shall affect,  and no adjustment by reason  thereof shall be made
with  respect  to, the number or price of shares of Common  Stock  subject to an
Option.

     (b) DISSOLUTION OR LIQUIDATION. In the event of the proposed dissolution or
liquidation of the Company, the Administrator shall notify each Optionee as soon
as  practicable  prior to the effective date of such proposed  transaction.  The
Administrator in its discretion may provide for an Optionee to have the right to
exercise his or her Option until ten (10) days prior to such  transaction  as to
all of the Optioned  Stock  covered  thereby,  including  Shares as to which the
Option would not otherwise be exercisable.  In addition,  the  Administrator may
provide that any Company  repurchase  option  applicable to any Shares purchased
upon  exercise of an Option  shall  lapse as to all such  Shares,  provided  the
proposed  dissolution or  liquidation  takes place at the time and in the manner
contemplated. To the extent it has not been previously exercised, an Option will
terminate immediately prior to the consummation of such proposed action.

     (c) MERGER OR CHANGE IN  CONTROL.  In the event of a merger of the  Company
with or into  another  corporation,  or a Change in  Control,  each  outstanding
Option shall be assumed or an  equivalent  option  substituted  by the successor
corporation or a Parent or Subsidiary of the successor corporation.

                                       10
<PAGE>
     In the event that the successor corporation refuses to assume or substitute
for the Option,  the Optionee shall fully vest in and have the right to exercise
the  Option as to all of the  Optioned  Stock  that at the time of the Change In
Control is vested and exercisable  plus an additional 25% of the total amount of
Optioned Stock originally granted in the Option and which would not otherwise be
vested or exercisable. If Optioned Stock becomes fully vested and exercisable in
lieu of assumption or substitution in the event of a merger or sale of assets as
set forth  above,  the  Administrator  shall  notify the  Optionee in writing or
electronically  that such Optioned  Stock shall be fully vested and  exercisable
for a period of fifteen (15) days from the date of such  notice,  and the Option
shall terminate upon the expiration of such period.

     For the purposes of this  subsection  (c),  the Option shall be  considered
assumed if,  following the merger or Change in Control,  the option  confers the
right to purchase or receive,  for each Share of Optioned  Stock  subject to the
Option  immediately prior to the merger or Change in Control,  the consideration
(whether stock, cash, or other securities or property) received in the merger or
Change in  Control  by  holders  of  Common  Stock  for each  Share  held on the
effective  date of the  transaction  (and if  holders  were  offered a choice of
consideration,  the type of consideration chosen by the holders of a majority of
the outstanding Shares); provided,  however, that if such consideration received
in the merger or Change in Control is not solely  common stock of the  successor
corporation  or its  Parent,  the  Administrator  may,  with the  consent of the
successor  corporation,  provide for the  consideration  to be received upon the
exercise of the Option,  for each Share of Optioned Stock subject to the Option,
to be solely  common stock of the successor  corporation  or its Parent equal in
fair market value to the per share  consideration  received by holders of Common
Stock in the merger or Change in Control.

13.  DATE OF GRANT.  The date of grant of an Option shall be, for all  purposes,
the date on which  the  Administrator  makes  the  determination  granting  such
Option, or such other later date as is determined by the  Administrator.  Notice
of the determination shall be provided to each Optionee within a reasonable time
after the date of such grant.

14.  AMENDMENT AND TERMINATION OF THE PLAN.

     (a)  AMENDMENT  AND  TERMINATION.  The Board may at any time amend,  alter,
suspend or terminate the Plan.

     (b)  EFFECT  OF  AMENDMENT  OR  TERMINATION.   No  amendment,   alteration,
suspension or  termination  of the Plan shall impair the rights of any Optionee,
unless mutually  agreed  otherwise  between the Optionee and the  Administrator,
which  agreement  must be in writing and signed by the Optionee and the Company.
Termination of the Plan shall not affect the Administrator's ability to exercise
the powers  granted to it hereunder  with respect to Options  granted  under the
Plan prior to the date of such termination.

15.  CONDITIONS UPON ISSUANCE OF SHARES.

     (a) LEGAL  COMPLIANCE.  Shares shall not be issued pursuant to the exercise
of an Option unless the exercise of such Option and the issuance and delivery of
such Shares shall comply with  Applicable  Laws and shall be further  subject to
the approval of counsel for the Company with respect to such compliance.

                                       11
<PAGE>
     (b)  INVESTMENT  REPRESENTATIONS.  As a  condition  to the  exercise  of an
Option,  the Company may require the person  exercising such Option to represent
and warrant at the time of any such exercise that the Shares are being purchased
only for investment and without any present intention to sell or distribute such
Shares if, in the opinion of counsel for the Company,  such a representation  is
required.

16.  INABILITY  TO OBTAIN  AUTHORITY.  The  inability  of the  Company to obtain
authority  from any  regulatory  body having  jurisdiction,  which  authority is
deemed by the Company's  counsel to be necessary to the lawful issuance and sale
of any Shares  hereunder,  shall relieve the Company of any liability in respect
of the failure to issue or sell such Shares as to which such requisite authority
shall not have been obtained.

17.  RESERVATION OF SHARES.  The Company,  during the term of this Plan, will at
all  times  reserve  and  keep  available  such  number  of  Shares  as shall be
sufficient to satisfy the requirements of the Plan.

18.  STOCKHOLDER  APPROVAL.  The  Plan  shall  be  subject  to  approval  by the
stockholders of the Company within twelve (12) months after the date the Plan is
adopted  only in the manner  and to the  degree  required  by  Applicable  Laws.
Options  may be  granted  under  the  Plan  at any  time  prior  to  receipt  of
stockholder approval;  PROVIDED,  HOWEVER, if the requisite stockholder approval
is not  obtained,  then any  Incentive  Stock Options  granted  hereunder  shall
automatically  become  null and void and of no force or effect.  The  failure to
obtain the requisite  stockholder  approval  shall not otherwise  alter,  amend,
suspend or limit the Plan, and the Plan shall remain in effect.

19.  NO  RIGHT  TO  CONTINUED  EMPLOYMENT.  Nothing  in the  Plan or any  Option
Agreement  shall  confer upon any Service  Provider the right to continue in the
employment  of the Company or any  subsidiary  thereof or affect any right which
the Company or any of its  subsidiaries  may have to terminate the employment of
such Service Provider.

20.  APPLICATION OF FUNDS. The proceeds  received from the Company from the sale
of Shares pursuant to Incentive Stock Options will be used for general corporate
purposes.

21.  LEGAL AND OTHER  REQUIREMENTS.  The  obligation  of the Company to sell and
deliver  Shares  under  the  Plan  shall  be  subject  to all  applicable  laws,
Regulations,  rules and approvals,  including but not by way of limitation,  the
effectiveness  of a registration  statement under the Securities Act of 1933, as
amended,  if deemed  necessary or appropriate by the Company.  Certificates  for
Shares issued hereunder may be legended as the Board deems appropriate.

                                       12
<PAGE>
                             EBIZ ENTERPRISES, INC.

                                 2002 STOCK PLAN

                             STOCK OPTION AGREEMENT

     Unless  otherwise  defined herein,  each capitalized term set forth in this
Stock Option Agreement shall have the meaning set forth in the Ebiz Enterprises,
Inc. 2002 Stock Option Plan a copy of which has been provided to Optionee.

1.   NOTICE OF STOCK OPTION GRANT

     [OPTIONEE'S NAME AND ADDRESS]

     You have been  granted an option to purchase  Common  Stock of the Company,
subject to the terms and  conditions of the Plan and this Option  Agreement,  as
follows:

     Grant Number                                 ____________________
     Date of Grant                                ____________________
     Vesting Commencement Date                    ____________________
     Exercise Price per Share                    $____________________
     Total Number of Shares Granted               ____________________
     Total Exercise Price                        $____________________
     Type of Option:                              ____________________
       Incentive Stock Option                     ____________________
       Nonstatutory Stock Option                  ____________________
     Term/Expiration Date:                        ____________________

2.   VESTING SCHEDULE

     This Option shall be  exercisable,  in whole or in part, in accordance with
the following schedule:

                                       13
<PAGE>
     ___% OF THE SHARES SUBJECT TO THE OPTION SHALL VEST TWELVE MONTHS AFTER THE
VESTING  COMMENCEMENT DATE, AND ______ OF THE SHARES SUBJECT TO THE OPTION SHALL
VEST EACH MONTH THEREAFTER,  SUBJECT TO THE OPTIONEE  CONTINUING TO BE A SERVICE
PROVIDER ON SUCH DATES.  The vesting schedule set forth herein is subject to the
provisions of Section 12(c) of the Plan  regarding a merger or Change in Control
of the Company.

     TERMINATION PERIOD:

     This Option may be exercised for three months after Optionee ceases to be a
Service Provider.  Upon the death or Disability of the Optionee, this Option may
be exercised for twelve months after Optionee  ceases to be a Service  Provider.
In no event shall this Option be exercised later than the  Term/Expiration  Date
as provided above.

3.   AGREEMENT

     (a) GRANT OF OPTION.

     The  Administrator  hereby  grants to the  Optionee  named in the Notice of
Stock Option Grant set forth in Section 1 above ("Notice of Grant") an Option to
purchase  the  number of  Shares,  as set forth in the  Notice of Grant,  at the
exercise  price  per  share set  forth in the  Notice  of Grant  (the  "Exercise
Price"),  subject to the terms and conditions of the Plan, which is incorporated
herein by  reference.  Subject to Section  14(c) of the Plan,  in the event of a
conflict  between  the  terms  and  conditions  of the  Plan and the  terms  and
conditions of this Option Agreement,  the terms and conditions of the Plan shall
prevail.

     If designated in the Notice of Grant as an Incentive  Stock Option ("ISO"),
this Option is intended to qualify as an Incentive  Stock  Option under  Section
422 of the Code.  However,  if this Option is intended to be an Incentive  Stock
Option,  to the extent that it exceeds the $100,000 annual limit of Code Section
422(d) it shall be treated as a Nonstatutory  Stock Option ("NSO") to the extent
in excess of the $100,000  annual limit,  but all other terms and  provisions of
such Option shall remain unchanged.

     (b) EXERCISE OF OPTION.

               (A) RIGHT TO EXERCISE. This Option is exercisable during its term
in accordance  with the Vesting  Schedule set out in the Notice of Grant and the
applicable provisions of the Plan and this Option Agreement.

               (B) METHOD OF EXERCISE. This Option is exercisable by delivery of
an exercise notice,  in the form attached as EXHIBIT A (the "Exercise  Notice"),
which shall state the election to exercise  the Option,  the number of Shares in
respect of which the Option is being  exercised (the  "Exercised  Shares"),  and
such other  representations  and  agreements  as may be  required by the Company
pursuant to the provisions of the Plan.  The Exercise  Notice shall be completed
by the Optionee and delivered to Secretary of the Company.  The Exercise  Notice
shall be  accompanied  by  payment  of the  aggregate  Exercise  Price as to all
Exercised  Shares.  This Option shall be deemed to be exercised  upon receipt by
the Company of such fully executed Exercise Notice accompanied by such aggregate
Exercise Price.

                                       14
<PAGE>
     No Shares shall be issued  pursuant to the  exercise of this Option  unless
such  issuance  and  exercise  complies  with  Applicable  Laws.  Assuming  such
compliance,  for income tax purposes the  Exercised  Shares shall be  considered
transferred  to the Optionee on the date the Option is exercised with respect to
such Exercised Shares.

     (c) METHOD OF PAYMENT.

     Payment of the aggregate  Exercise  Price shall be by any of the following,
or a combination thereof, at the election of the Optionee:

          (i) cash; or

          (ii) check; or

          (iii)  consideration  received by the Company under a formal  cashless
exercise program implemented by the Company in connection with the Plan; or

          (iv)  surrender  of  other  Shares  which  (i) in the  case of  Shares
acquired either directly or indirectly from the Company,  have been owned by the
Optionee for more than six (6) months on the date of surrender,  and (ii) have a
Fair Market Value on the date of surrender equal to the aggregate Exercise Price
of the Exercised Shares; or

          (v) a  reduction  in  the  amount  of  any  Company  liability  to the
Optionee,  including any liability attributable to the Optionee's  participation
in any Company-sponsored deferred compensation program or arrangement.

     (d) NON-TRANSFERABILITY OF OPTION.

     This Option may not be transferred in any manner  otherwise than by will or
by the laws of descent or distribution  and may be exercised during the lifetime
of  Optionee  only by the  Optionee.  The  terms of the  Plan  and  this  Option
Agreement shall be binding upon the executors, administrators, heirs, successors
and assigns of the Optionee.

     (e) TERM OF OPTION.

     This Option may be exercised  only within the term set out in the Notice of
Grant,  and may be exercised  during such term only in accordance  with the Plan
and the terms of this Option Agreement.

     (f) TAX OBLIGATIONS.

               (A)  WITHHOLDING  TAXES.  Optionee  agrees  to  make  appropriate
arrangements  with  the  Company  (or the  Parent  or  Subsidiary  employing  or
retaining  Optionee)  for the  satisfaction  of all  Federal,  state,  local and
foreign  income and employment tax  withholding  requirements  applicable to the
Option exercise. Optionee acknowledges and agrees that the Company may refuse to
honor the exercise and refuse to deliver Shares if such withholding  amounts are
not delivered at the time of exercise.

                                       15
<PAGE>
     NOTICE OF DISQUALIFYING DISPOSITION OF ISO SHARES. If the Option granted to
Optionee herein is an ISO, and if Optionee sells or otherwise disposes of any of
the Shares  acquired  pursuant to the ISO on or before the later of (1) the date
two years  after the Date of Grant,  or (2) the date one year  after the date of
the Option  exercise,  the  Optionee  shall  immediately  notify the  Company in
writing of such disposition.  Optionee acknowledges that Optionee may be subject
to income tax withholding by the Company on the compensation  income  recognized
by the Optionee.

     (g) ENTIRE AGREEMENT; GOVERNING LAW.

     The Plan is  incorporated  herein by  reference.  The Plan and this  Option
Agreement  constitute  the entire  agreement  of the parties with respect to the
subject matter hereof and supersede in their entirety all prior undertakings and
agreements  of the  Company and  Optionee  with  respect to the  subject  matter
hereof, and may not be modified  adversely to the Optionee's  interest except by
means of a  writing  signed by the  Company  and  Optionee.  This  agreement  is
governed by the internal  substantive  laws, but not the choice of law rules, of
Texas.

     (h) NO GUARANTEE OF CONTINUED SERVICE.

     OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE
VESTING  SCHEDULE  HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE  PROVIDER AT
THE WILL OF THE COMPANY (AND NOT THROUGH THE ACT OF BEING HIRED,  BEING  GRANTED
AN OPTION OR PURCHASING  SHARES  HEREUNDER).  OPTIONEE FURTHER  ACKNOWLEDGES AND
AGREES THAT THIS  AGREEMENT,  THE  TRANSACTIONS  CONTEMPLATED  HEREUNDER AND THE
VESTING  SCHEDULE  SET FORTH  HEREIN DO NOT  CONSTITUTE  AN  EXPRESS  OR IMPLIED
PROMISE OF CONTINUED  ENGAGEMENT AS A SERVICE  PROVIDER FOR THE VESTING  PERIOD,
FOR ANY PERIOD,  OR AT ALL, AND SHALL NOT INTERFERE WITH OPTIONEE'S RIGHT OR THE
COMPANY'S RIGHT TO TERMINATE  OPTIONEE'S  RELATIONSHIP AS A SERVICE  PROVIDER AT
ANY TIME, WITH OR WITHOUT CAUSE.

     By your signature and the signature of the Company's  representative below,
you and the Company  agree that this Option is granted under and governed by the
terms  and  conditions  of the Plan  and this  Option  Agreement.  Optionee  has
reviewed  the Plan and  this  Option  Agreement  in their  entirety,  has had an
opportunity  to obtain the  advice of counsel  prior to  executing  this  Option
Agreement and fully understands all provisions of the Plan and Option Agreement.
Optionee hereby agrees to accept as binding,  conclusive and final all decisions
or  interpretations of the Administrator upon any questions relating to the Plan
and Option  Agreement.  Optionee  further  agrees to notify the Company upon any
change in the residence address indicated below.

                                       16
<PAGE>
Submitted By:_________________________     Accepted By: ________________________

Optionee: ____________________________     Ebiz Enterprises, Inc.

Signature: ___________________________     Signature: __________________________

Print Name: __________________________     Print Name: _________________________

ADDRESS:                                   Title: ______________________________

______________________________________

______________________________________

Date Received: _______________________

                                       17
<PAGE>
                                    EXHIBIT A

                             EBIZ ENTERPRISES, INC.

                                 2002 STOCK PLAN

                                 EXERCISE NOTICE


Ebiz Enterprises, Inc.
13715 Murphy Road, Suite D
Stafford, Texas 77477

Attention: Secretary

     1. EXERCISE OF OPTION. Effective as of today, ________________,  _____, the
undersigned  ("Purchaser") hereby elects to purchase  ______________ shares (the
"Shares")  of the Common  Stock of  ________,  Inc.  (the  "Company")  under and
pursuant  to the 2002 Stock Plan (the  "Plan")  and the Stock  Option  Agreement
dated, _____ (the "Option Agreement").  Subject to adjustment in accordance with
Section 12 of the Plan,  the purchase  price for the Shares shall be $_____,  as
required by the Option Agreement.

     2. DELIVERY OF PAYMENT. Purchaser herewith delivers to the Company the full
purchase price for the Shares.

     3. REPRESENTATIONS OF PURCHASER.  Purchaser acknowledges that Purchaser has
received,  read and understood  the Plan and the Option  Agreement and agrees to
abide by and be bound by their terms and conditions.

     4.  RIGHTS  AS  STOCKHOLDER.  Until  the  issuance  (as  evidenced  by  the
appropriate  entry on the books of the Company or of a duly authorized  transfer
agent of the  Company) of the Shares,  no right to vote or receive  dividends or
any other  rights as a  stockholder  shall  exist with  respect to the  Optioned
Stock,  notwithstanding the exercise of the Option. The Shares so acquired shall
be issued to the Optionee as soon as  practicable  after exercise of the Option.
No  adjustment  will be made for a dividend  or other right for which the record
date is prior to the date of  issuance,  except as provided in Section 12 of the
Plan.

     5. TAX  CONSULTATION.  Purchaser  understands  that Purchaser may incur tax
consequences  as a result of Purchaser's  purchase or disposition of the Shares.
Purchaser represents that Purchaser has consulted with such tax consultants that
Purchaser  deems advisable in connection with the purchase or disposition of the
Shares and that  Purchaser  is not relying on the Company in any way for any tax
advice.

     6. ENTIRE  AGREEMENT;  GOVERNING  LAW.  The Plan and Option  Agreement  are
incorporated  herein  by  reference.  This  Agreement,  the Plan and the  Option
Agreement  constitute  the entire  agreement  of the parties with respect to the

                                       18
<PAGE>
subject matter hereof and supersede in their entirety all prior undertakings and
agreements  of the  Company and  Purchaser  with  respect to the subject  matter
hereof, and may not be modified adversely to the Purchaser's  interest except by
means of a writing  signed by the  Company  and  Purchaser.  This  Agreement  is
governed by the internal  substantive  laws, but not the choice of law rules, of
Texas.

Submitted By:_________________________     Accepted By: ________________________

Optionee: ____________________________     Ebiz Enterprises, Inc.

Signature: ___________________________     Signature: __________________________

Print Name: __________________________     Print Name: _________________________

ADDRESS:                                   Title: ______________________________

______________________________________

______________________________________

Date Submitted: ______________________     Date Received: ______________________


                                       19