649.COM, INC.


                         1999 OMNIBUS STOCK OPTION PLAN

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                                  649.COM, INC.
                               a Texas corporation
                            OMNIBUS STOCK OPTION PLAN

     1.     Name,  Effective  Date  and  Purpose.
            ------------------------------------

1.1     This Plan document is intended to implement and govern two separate
stock  option plans of 649.COM, INC. (the "Company"): The Incentive Stock option
plan  ("Plan  A")  and  the  Nonstatutory  Stock Option Plan ("Plan B").  Plan A
provides  for  the granting of options that are intended to qualify as incentive
stock  options ("Incentive Stock Options") within the meaning of Section 422A(b)
of  the  Intenal Revenue Code (the "Code"), as amended.  Plan B provides for the
granting  of  options  that  are  not  intended to so qualify.  Unless specified
otherwise,  all  the  provisions  of this Plan relate equally to both Plan A and
Plan  B  and  are  condensed  for  convenience  into  one  Plan  document.

1.2     Plan A and Plan B are each established effective as of December 1, 1999.
The  purpose  of Plan A and Plan B (sometimes together referred to as the "Plan"
or  this  "Plan") is to promote the growth and general prosperity of the Company
and  its  Affiliated  Companies.  This  Plan  will  permit  the Company to grant
options  ("Options")  to  purchase  shares of its common stock ("Common Stock").
The  granting  of  Options  will  help  the  Company attract and retain the best
available  persons for positions of substantial responsibility, and will provide
certain  key employees with an additional incentive to contribute to the success
of  the  Company  and  its Affiliated Companies.  For purposes of this Plan, the
term  "Affiliated  Companies"  shall  mean  any component member of a controlled
group  of corporations, as defined under Code Section 1563, in which the Company
is  also  a  component  member.

2.     Administration.
       --------------

     2.1     The  Plan  shall  be  administered solely by the Board of Directors
(the  "Board").  All  decisions, determinations and interpretations of the Board
shall  be  final  and  binding  on  all  Optionees.

     2.2     The Board shall have sole authority, in its absolute discretion, to
determine  which  of  the  eligible  persons  of  the Company and its Affiliated
Companies  shall  receive  Options  ("Optionees"),  and,  subject to the express
provisions  and  restrictions  of  this  Plan, shall have sole authority, in its
absolute  discretion,  to  determine the time when Options shall be granted, the
terms  and  conditions of any Option other than those terms and conditions fixed
under  this  Plan,  the number of shares which may be issued upon exercise of an
Option  and the means of payment for such shares, and shall have authority to do
everything  necessary  or  appropriate  to  administer  the  Plan.

     2.3     Aggregate limitations with respect to all participants in the Plan:

     2.3.1     The  Board  shall not grant Options covering more than the number
of  Available  Shares  of  Common  Stock  to  any  employee  in  any  Plan Year.


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     2.4     Aggregate  limitations  with  respect  to  the  participation  of
directors  and  officers  in  the  Plan:

     2.4.1     No  more  than the number of Available Shares of Common Stock may
be  optioned  and  sold  to  directors  of  the  Company under Plan A and Plan B
considered  in  the  aggregate  in  any  Plan  Year.

     2.4.2     No more than the Available Shares of Common Stock may be optioned
and  sold  to  non-director  officers  of  the  Company  under Plan A and Plan B
considered  in  the  aggregate  in  any  Plan  Year.

     2.5     Definitions:

     2.5.1     Available  Shares:  Those  shares  specified  in  Section  4.1 as
available  for  issuance  pursuant  to  this  Plan  in  any  Plan  Year.

     2.5.2     Officer:  The chief executive officer, president, chief financial
officer,  chief  accounting officer, any vice president in charge of a principal
business  function  (such  as  sales, administration, finance, or legal) and any
other  person  who  performs  similar  policy-making  functions for the Company.

     2.5.3     Parent Corporation: A corporation as defined in Section 425(e) of
the  Code.

     2.5.4     Plan Year: Any twelve (12) month period (or shorter period during
the final year of this Plan) commencing December 1 during the term of this Plan.

     2.5.5     Restricted  Shareholder: An individual who, at the time an Option
is granted under either Plan A or Plan B, owns stock possessing more than 10% of
the  total  combined  voting  power  of  all  classes  of  stock of the employer
corporation  or  of its Parent Corporation or Subsidiary Corporation, with stock
ownership  to  be  determined  in  light  of  the attribution rules set forth in
Section  425(d)  of  the  Code.

     2.5.6     Subsidiary  Corporation:  A  corporation  as  defined  in Section
425(f)  of  the  Code.

     3.     Eligibility.
            -----------

     3.1     Plan A: The Board may, in its discretion, grant one or more Options
under  Plan  A  to  any key employee of the Company or its Affiliated Companies,
including  any  employee  who  is  a  director  of  the Company or of any of its
Affiliated  Companies  presently  existing or hereinafter organized or acquired.
Such  Options may be granted to one or more such employees without being granted
to  other  eligible  employees,  as  the  Board  may  deem  fit.


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     3.2     Plan B: The Board may, in its discretion, grant one or more options
under  Plan  B  to  any  key  management  employee, any employee or non-employee
director  of the Company or its Affiliated Companies, including any employee who
is  a  director  of  the Company or of any of its Affiliated Companies presently
existing  or  hereinafter  organized  or  acquired,  or  any person who performs
consulting or other services for the Company or its Affiliated Companies and who
is  designated  by the Board as eligible to participate in Plan B.  Such Options
may  be  granted  to  one  or  more  such persons without being granted to other
eligible  persons,  as  the  Board  may  deem  fit.

     4.     Stock  to  be  Optioned.
            -----------------------

     4.1     The aggregate number of shares which may be optioned and sold under
Plan A and Plan B in any Plan Year shall not exceed the following amounts of the
shares  of  Authorized  Common  Stock  of  the  Company:

<TABLE>
<CAPTION>



<S>                                                   <C>

Plan Year                                             Available Shares
----------------------------------                    ------------------------------------
December 1, 1999 - November 30, 2000                   1,000,000 shares
-------------------------------------                 ------------------------------------

Each subsequent Plan Year beginning
 December 1, 2000                                      10% of outstanding stock on December 1
                                                       of each such Plan Year
------------------------------------                  ----------------------------------------
</TABLE>


The  foregoing constitutes an absolute cumulative limitation on the total number
of  shares,  that may be optioned under both Plan A and Plan B in any Plan Year.
Therefore,  at  any  particular  date  during a Plan Year, the maximum aggregate
number  of shares which may be optioned under either Plan A or Plan B or both is
equal to the Available Shares minus the number of shares previously optioned and
sold  under  both  Plan  A  and  Plan B during that Plan Year.  All shares to be
optioned  and  sold  under  either Plan A or Plan B may be either authorized but
unissued  shares  or  shares  held  in  the  treasury.

     4.2     Shares  of  Common  Stock  that: (i) are repurchased by the Company
after  issuance hereunder pursuant to the exercise of an Option, or (ii) are not
purchased  by  the  Optionee  prior  to  the  expiration  or  termination of the
applicable  Option,  shall again become available to be covered by Options to be
issued  hereunder  and shall not, as of the effective date of such repurchase or
expiration,  be  counted as covered by an outstanding Option for purposes of the
above-described  maximum  number  of  shares  which  may  be optioned hereunder.

     5.     Option  Price.     The Option Price for shares of Common Stock to be
            -------------
issued  under  either Plan A or Plan B shall be 100% of the fair market value of
such  shares  on the date on which the Option covering such shares is granted by
the  Board (or the Committee, if authorized by the Board), except that if on the
date  on  which such Option is granted the Optionee is a Restricted Shareholder,
then  such  Option  Price  for Options granted under Plan A shall be 110% of the
fair  market  value  of  the shares of Common Stock subject to the Option on the
date  such  Option is granted by the Board.  The fair market value of the shares
of  Common  Stock for all purposes of this Plan is to be determined by the Board
in  its  sole  discretion,  exercised  in  good  faith.


<PAGE>
     6.     Term  of  Plan.     Plan  A  and  Plan  B  shall become effective on
            --------------
December  1,  1999.  Both  Plan  A  and  Plan  B  shall continue in effect until
November  30,  2009 unless terminated earlier by action of the Board.  No Option
may  be  granted  hereunder  after  November  30,  2009.

     7.     Exercise  of  Option.     Subject  to the actions, conditions and/or
            --------------------
limitations  set  forth in this Plan document and/or any applicable Stock Option
Agreement  entered  into  hereunder,  Options  granted  under this Plan shall be
exercisable  in  accordance  with  the  following  rules:

     7.1     No Option granted under Plan A may be exercised in whole or in part
until six (6) months after the date on which the Option is granted by the Board,
or  by  the  Committee  if  so authorized (hereinafter the "Option Grant Date").

     7.2     Subject to the specific provisions of this Section 7, Options shall
become  exercisable  at  such  times  and  in  such  installments  (which may be
cumulative)  as  the Board shall provide in the terms of each individual Option;
provided,  however,  each Option granted under the Plan shall become exercisable
in  installments  of  not  more than 20% of the number of shares covered by such
Option  each  year  from the Option Grant Date; and provided, further, that by a
resolution  adopted  after an Option is granted the Board may, on such terms and
conditions  as  it  may  determine to be appropriate and subject to the specific
provisions  of  this  section  7,  accelerate  the  time at which such Option or
installment  thereof  may  be exercised.  For purposes of this Plan, any accrued
installment  of  an Option granted hereunder shall be referred to as an "Accrued
Installment."

     7.3     Subject  to  the specific restrictions contained in this Section 7,
an  Option may be exercised when Accrued Installments accrue, as provided in the
terms  under which such Option was granted, for a period of up to ten (10) years
from  the  Option  Grant  Date.  In no event shall any Option be exercised on or
after  the  expiration  of  said  maximum  applicable  period, regardless of the
circumstances  then  existing  (including  but  not  limited  to  the  death  or
termination  of  employment  of  the  Optionee).

     7.4     The  Board shall fix the expiration date of the Option (the "Option
Expiration  Date")  at  the  time  the  Option  grant  is  authorized.

     8.     Rules  Applicable  to  Certain  Dispositions.
            --------------------------------------------

     8.1     Notwithstanding the foregoing provisions of Section 7, in the event
the  Company  or  the  shareholders  of  the  Company enter into an agreement to
dispose  of  all  or  substantially  all  of  the assets or capital stock of the
Company  by means of a sale, merger, consolidation, reorganization, liquidation,
or otherwise, an Option shall become immediately exercisable with respect to the
full  number of shares subject to that Option during the period commencing as of
the  later  of  (i)  date  of execution of such agreement or (ii) six (6) months
after  the  Option  Grant  Date,  and  ending  as  of  the  earlier  of:

     8.1.1     the  Option  Expiration  Date;  or


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     8.1.2     the  date  on  which  the  disposition of assets or capital stock
contemplated  by  the  agreement  is  consummated.

The exercise of any Option made exercisable solely by reason of this Section 8.1
shall be conditioned upon the consummation of the disposition of assets or stock
under  the  above  referenced  agreement.  Upon  the  consummation  of  any such
disposition  of  assets  or  stock,  the Plan and any unexercised Options issued
hereunder  (or  any unexercised portion thereof) shall terminate and cease to be
effective.

     8.2     Notwithstanding the foregoing, in the event that any such agreement
shall  be  terminated  without  consummating  the  disposition  of said stock or
assets,  any  unexercised  non-vested  installments  that had become exercisable
solely  by reason of the provisions of section 8.1 shall again become non-vested
and  unexercisable  as  of  said  termination  of  such  agreement.

     8.3     Notwithstanding  the provisions set forth in Section 8.1, the Board
may,  at  its election and subject to the approval of the corporation purchasing
or  acquiring  the stock or assets of the Company (the "Surviving Corporation"),
arrange  for  the  Optionee to receive upon surrender of Optionee's Option a new
option  covering  shares of the Surviving Corporation in the same proportion, at
an  equivalent  option price and subject to the same terms and conditions as the
old Option.  For purposes of the preceding sentence, the excess of the aggregate
fair  market  value  of  the shares subject to such new option immediately after
consummation  of  such  disposition of stock or assets over the aggregate option
price  of  such  shares  of the Surviving Corporation shall not be more than the
excess  of  the  aggregate  fair  market  value of all shares subject to the old
Option  immediately  before  consummation of such disposition of stock or assets
over  the  aggregate  Option  Price  of  such shares of the Company, and the new
option  shall  not give the Optionee additional benefits which such Optionee did
not  have  under  the  old  Option or deprive the Optionee of benefits which the
Optionee  had  under  the  old  Option.  If  such  substitution  of  options  is
effectuated,  the  Optionee's  rights  under  the  old  Option  shall  thereupon
terminate.

     9.     Mergers  and  Acquisitions.
            --------------------------


<PAGE>
     9.1     If  the  Company  at  any  time  should  succeed to the business of
another  corporation  through  a  merger  or  consolidation,  or  through  the
acquisition of stock or assets of such corporation, Options may be granted under
the  Plan  to  option  holders  of  such  corporation  or  its  subsidiaries, in
substitution for options or rights to purchase stock of such corporation held by
them  at  the  time  of  succession.  The  Board  shall  have  sole and absolute
discretion  to  determine  the  extent to which such substitute Options shall be
granted (if at all), the person or persons within the  eligible group to receive
such  substitute  Options  (who  need  not  be  all  option  holders  of  such
corporation),  the  number  of Options to be received by each person, the Option
Price  of  such Option, and the terms and conditions of such substitute Options;
provided  however, that the terms and conditions of the substitute Options shall
comply  with  the provisions of Section 425 of the Code, such that the excess of
the  aggregate fair market value of the shares subject to such substitute Option
immediately after the substitution or assumption over the aggregate option price
of such shares is not more than the excess of the aggregate fair market value of
all  shares  subject  to  the  substitution  Option  immediately  before  such
substitution  or  assumption over the aggregate option price of such shares, and
the  substitution  Option or the assumption of the old option does not give  the
holder  thereof  additional benefits which he or she did not have under such old
option.

     9.2     Notwithstanding anything to the contrary herein, no Option shall be
granted, nor any action taken, permitted or omitted, which could cause the Plan,
or  any  Options  granted  hereunder as to which Rule 16b-3 under the Securities
Exchange  Act  of  1934  may  apply,  not  to  comply  with  such  Rule.

     10.     Termination  of  Employment.
             ----------------------------

     10.1     In  the  event  that  the  Optionee's  employment, directorship or
consulting  or  other  arrangement  with  the Company (or Affiliated Company) is
terminated  for  any  reason  other  than  death  or disability, any unexercised
Accrued Installments of the Option granted hereunder to such terminated Optionee
shall  expire  and  become  unexercisable  as  of  the  earlier  of:

     10.1.1          the  applicable  Option  Expiration  Date;  or

     10.1.2          a  date  30  days  after such termination occurs, provided,
however, that the Board may, in the exercise of its discretion, extend said date
up  to and including a date three months following such termination with respect
to  Options  granted  under  Plan  A,  or  up  to and including a date two years
following  such  termination  with  respect  to  Options  granted  under Plan B.

     10.2     In  the  event  that  Optionee's  employment,  directorship  or
consulting  or other arrangement with the Company is terminated due to the death
or  disability  of  the  Optionee,  any  unexercised Accrued Installments of the
Option  granted hereunder to such Optionee shall expire and become unexercisable
as  of  the  earlier  of:

     10.2.1          the  applicable  Option  Expiration  Date;  or

     10.2.2          the first anniversary of the date of death of such Optionee
(if  applicable);  or

     10.2.3          the  first  anniversary  of  the date of the termination of
employment,  directorship  or  consulting  or  other  arrangement  by  reason of
disability  (if  applicable).  Any  such  Accrued  Installments  of  a  deceased
Optionee  may be exercised prior to their expiration by (and only by) the person
or persons to whom the Optionee's Option right shall pass by will or by the laws
of  descent  and distribution, if applicable, subject, however, to all the terms
and  conditions of this Plan and the applicable Stock Option Agreement governing
the  exercise  of  Options  granted  hereunder.

     10.3     For  purposes  of  this  section  10,  an Optionee shall be deemed
employed  by  the  Company (or Affiliated Company) during any period of leave of
absence  from  active  employment  as  authorized  by the Company (or Affiliated
Company).


<PAGE>
     11.     Exercise  of  Options.
             ---------------------

     11.1     An  Option  shall  be deemed exercised when written notice of such
exercise  has  been given to the Company at its principal business office by the
person  entitled  to  exercise  the  Option  and  full  payment  in cash or cash
equivalents  (or  with  shares  of  Common Stock pursuant to section 14) for the
shares  with  respect  to which the Option is exercised has been received by the
Company.  The  Board  may  cause  the  Company  to give or arrange for financial
assistance (including without limitation direct loans, with or without interest,
secured or unsecured, or guarantees of third party loans) to an Optionee for the
purpose  of  providing funds for the purchase of shares pursuant to the exercise
of  Options,  when  in  the judgment of the Board such assistance is in the best
interests  of  the  Company, is consistent with the Certificate of Incorporation
and  Bylaws of the Company and applicable laws, and will permit the shares to be
fully  paid  and  nonassessable  when  issued.

     11.2     An  Option  may be exercised in accordance with this section 11 as
to  all  or  any  portion of the shares covered by an Accrued Installment of the
Option  from  time to time during the applicable Option period, but shall not be
exercisable  with  respect  to  fractions  of  a  share.

     11.3     As  soon  as practicable after any proper exercise of an Option in
accordance  with  the  provisions of this Plan, the Company shall deliver to the
Optionee  at  the  main  office  of the Company, or such other place as shall be
mutually  acceptable,  a  certificate or certificates representing the shares of
Common  Stock  as  to which the Option has been exercised.  The time of issuance
and delivery of the Common Stock may be postponed by the Company for such period
as  may  be  required  for  it  with  reasonable  diligence  to  comply with any
applicable  listing requirements of any national or regional securities exchange
and  any  law  or  regulation  applicable  to  the issuance and delivery of such
shares.

     12.     Authorization to Issue Options and Shareholder Approval.  Unless in
             -------------------------------------------------------
the judgment of counsel to the Company such permit is not necessary with respect
to  particular  grants, Options granted under the Plan shall be conditioned upon
the  Company  obtaining  any  required  permit from the California Department of
Corporations  and/or  other  appropriate  governmental  agencies,  free  of  any
conditions  not  acceptable  to the Board, authorizing the Company to grant such
Options,  provided, however, such condition shall lapse as of the effective date
of  issuance  of  such  permit(s) in a form to which the Company does not object
within sixty (60) days.  The grant of Options under the Plan also is conditioned
on  approval  of the Plan by the vote or consent of the holders of a majority of
the  outstanding  shares  of  the  Company's  Common Stock and no Option granted
hereunder  shall  be effective or exercisable unless and until the Plan has been
so  approved.

     13.     Limit on Value of Optioned Shares.  The aggregate fair market value
             ---------------------------------
(determined  as of the Option Grant Date) of the shares of Common Stock to which
Options  granted under Plan A are exercisable for the first time by any employee
of  the  Company during any calendar year under all incentive stock option plans
of  the  Company  and  its  Affiliated Companies shall not exceed $100,000.  The
limitation  imposed  by this section 13 shall not apply to Options granted under
Plan  B.


<PAGE>
     14.     Payment  of  Exercise  Price  with  Company  Stock.  The  Board may
             --------------------------------------------------
provide that, upon exercise of the Option, the Optionee may elect to pay for all
or  some  of  the  shares  of  Common Stock underlying the Option with shares of
Common  Stock  of  the  Company  previously  acquired  and  owned at the time of
exercise  by  the  Optionee,  subject  to  all  restrictions  and limitations of
applicable laws, rules and regulations, including Section 425(c)(3) of the Code,
and  provided  that  the  Optionee  will  make  representations  and  warranties
satisfactory  to  the  Company  regarding his or her title to the shares used to
effect the purchase, including without limitation representations and warranties
that the Optionee has good and marketable title to such shares free and clear of
any  and all liens, encumbrances, charges, equities, claims, security interests,
options  or  restrictions,  and  has  full  power to deliver such shares without
obtaining  the consent or approval of any person or governmental authority other
than  those  which have already given consent or approval in a form satisfactory
to  the  Company.  The  equivalent dollar value of the shares used to effect the
purchase  shall  be  the  fair  market  value  of  the shares on the date of the
purchase  as  determined  by the Board in its sole discretion, exercised in good
faith.

     15.     Stock  Option  Agreements.  The  terms  and  conditions  of Options
             -------------------------
granted  under  the  Plan  shall  be  evidenced  by  a  Stock  Option  Agreement
(hereinafter  referred  to  as  the "Agreement") executed by the Company and the
person  to  whom  the  Option  is  granted.  Each  agreement  shall  contain the
following  provisions:

     15.1     A  provision  fixing the number of shares which may be issued upon
exercise  of  the  Option;

     15.2     A  provision  establishing  the  Option  exercise price per share;

     15.3     A  provision  establishing the times and the installments in which
Options  may  be exercised, provided, however, such times and installments shall
not  be  more  than 20% of the number of shares covered by such Option each year
from  the  Option  Grant  Date;

     15.4     A  provision  incorporating  therein  this  Plan  by  reference;

     15.5     A  provision clarifying which Options are intended to be Incentive
Stock  Options  under  Plan  A  and  which are intended to be nonstatutory stock
options  under  Plan  B;

     15.6     A  provision fixing the maximum duration of the Option as not more
than  five (5) years from the Option Grant Date for Options granted under Plan A
and  not more than ten (10) years from the Option Grant Date for Options granted
under  Plan  B;

     15.7     Such  representations  and  warranties  by  the Optionee as may be
required  by  section  25 of this Plan or as may be required by the Board in its
discretion;

     15.8     Any other restriction (in addition to those established under this
Plan)  as  may  be  established by the Board with respect to the exercise of the
Option,  the transfer of the Option, and/or the transfer of the shares purchased
by  exercise  of the Option, provided that such restrictions are not in conflict
with  this  Plan;  and

<PAGE>
     15.9     Such  other  terms and conditions consistent with this Plan as may
be  established  by  the  Board.

     16.     Taxes, Fees and Expenses.  The Company shall pay all original issue
             ------------------------
and  transfer  taxes (but not income taxes, if any) with respect to the grant of
Options and/or the issue and transfer of shares pursuant to the exercise of such
Options,  and all other fees and expenses necessarily incurred by the Company in
connection  therewith, and will from time to time use its best efforts to comply
with  all laws and regulations which, in the opinion of counsel for the Company,
shall  be  applicable  thereto.

     17.     Withholding  of  Taxes.  The  grant  of  Options  hereunder and the
             ----------------------
issuance of Common Stock pursuant to the exercise of such Options is conditioned
upon  the Company's reservation of the right to withhold, in accordance with any
applicable law, from any compensation payable to the Optionee any taxes required
to  be  withheld  by  federal,  state  and local law as a result of the grant or
exercise  of  any  such  Option.

     18.     Amendment  or  Termination  of  the  Plan.
             -----------------------------------------

     18.1     The  Board  may amend this Plan from time to time in such respects
as the Board may deem advisable, provided, however, that no such amendment shall
operate  to  (i)  affect  adversely  an  Optionee's  rights under this Plan with
respect to any Option granted hereunder prior to the adoption of such amendment,
except as may be necessary, in the judgment of counsel to the Company, to comply
with  any  applicable  law, (ii) increase the maximum aggregate number of shares
which  may be optioned and sold under the Plan (unless shareholders approve such
increase),  (iii)  change  the  manner of determining the option exercise price,
(iv)  change  the classes of persons eligible to receive Options under the Plan,
or  (v)  extend  the  maximum  duration  of  the  Option  or  the  Plan.

     18.2     The  Board  may  at  any  time  terminate  this  Plan.  Any  such
termination  of the Plan shall not, without the written consent of the Optionee,
alter  the  terms  of  Options already granted, and such Options shall remain in
full  force  and  effect  as  if  this  Plan  had  not  been  terminated.

     19.     Options  Not Transferable.  Options granted under this Plan may not
             -------------------------
be  sold,  pledged,  hypothecated,  assigned,  encumbered,  gifted  or otherwise
transferred  or  alienated in any manner, either voluntarily or involuntarily by
operation of law, other than by will or the laws of descent of distribution, and
may  be  exercised  during  the  lifetime  of an Optionee only by such Optionee.

     20.     No Restrictions on Transfer of Stock.  Common Stock issued pursuant
             ------------------------------------
to  the  exercise  of  an  Option granted under this Plan (hereinafter "Optioned
Stock"),  or any interest in such Optioned Stock, may be sold, assigned, gifted,
pledged,  hypothecated,  uncumbered or otherwise transferred or alienated in any
manner  by  the  holder(s)  thereof, subject, however, to any representations or
warranties  requested  under  section  25  of  this  Plan  and  also  subject to
compliance  with any applicable federal, state or other local law, regulation or
rule  governing  the  sale  or  transfer  of  stock  or  securities.


<PAGE>
     21.     Reservation  of  Shares  of  Common Stock.  The Company, during the
             -----------------------------------------
term  of this Plan, shall at all times reserve and keep available such number of
shares  of  its Common Stock sufficient to satisfy the requirements of the Plan.

     22.     Restrictions  on  Issuance of Shares.  The Company, during the term
             ------------------------------------
of  this  Plan,  shall  use  its  best  efforts  to  obtain from the appropriate
regulatory  agencies  any  requisite authorization to grant Options or issue and
sell  such  number  of  shares  of  its Common Stock as necessary to satisfy the
requirements  of the Plan.  The inability of the Company to obtain from any such
regulatory  agency  having  jurisdiction thereof the authorization deemed by the
Company's counsel to be necessary to the lawful grant of Options or the issuance
and sale of any shares of its stock hereunder or the inability of the Company to
confirm  to  its  satisfaction that any grant of Options or issuance and sale of
any  shares  of such stock will meet applicable legal requirements shall relieve
the  Company  of  any  liability  in respect of the non-issuance or sale of such
stock  as  to  which  such authorization or confirmation have not been obtained.

     23.     Notices.  Any  notice  to  be  given to the Company pursuant to the
             -------
provisions  of  this  Plan  shall  be  addressed  to  the Company in care of its
Secretary  at  its  principal  office, and any notice to be given to a person to
whom  an  Option  is  granted  hereunder shall be addressed to him or her at the
address given beneath his or her signature on his or her Stock Option Agreement,
or  at  such  other  address  as  such person or his or her transferee (upon the
transfer  of  Optioned Stock) may hereafter designate in writing to the Company.
Any  such  notice  shall be deemed duly given when enclosed in a properly sealed
envelope  or  wrapper  addressed  as  aforesaid,  registered  or  certified, and
deposited,  postage  and registry or certification fee prepaid, in a post office
or  branch post office regularly maintained by the United States Postal Service.
It  should  be  the  obligation  of  each  Optionee  and each transferee holding
optioned  stock  to  provide  the  Secretary of the Company, by letter mailed as
provided hereinabove, with written notice of his or her correct mailing address.

     24.     Adjustments  Upon  Changes  in  Capitalization.  If the outstanding
             ----------------------------------------------
shares  of Common Stock of the Company are increased, decreased, changed into or
exchanged  for  a  different  number  or  kind  of shares of the Company through
reorganization,  recapitalization, reclassification, stock dividend, stock split
or  reverse  stock split, then an appropriate and proportionate adjustment shall
be  made  in  the  number or kind of shares which may be issued upon exercise or
Options  granted under the Plan; provided, however, that no such adjustment need
be  made  if,  upon  the  advice  of  counsel,  the  Board  determines that such
adjustment  may  result in the receipt of federally taxable income to holders of
Options granted hereunder or the holders of Common Stock or other classes of the
Company's  securities.


<PAGE>
     25.     Representations and Warranties.  As a condition to the grant of any
             ------------------------------
Option  hereunder  or  the exercise of any portion of an Option, the Company may
require  the  person  to  be  granted  or  exercising  such  Option  to make any
representations  and/or  warranty  to  the  Company  as  may, in the judgment of
counsel  to  the  Company,  be  required under any applicable law or regulation,
including,  but  not  limited  to, a representation and warranty that the Option
and/or shares issuable or issued upon exercise of such Option are being acquired
only  for  investment,  for  such  person's  own account and without any present
intention  to  sell or distribute such Option or shares, as the case may be, if,
in the opinion of counsel for the Company, such representation is required under
the  Securities  Act of 1933, the California Corporate Securities Law of 1968 or
any  other  applicable  law,  regulation  or  rule  of  any governmental agency.

     26.     No  Enlargement  of Employee Rights.  This Plan is purely voluntary
             -----------------------------------
on  the part of the Company, and the continuance of the Plan shall not be deemed
to  constitute  a  contract  between  the  Company  and  any  employee, or to be
consideration  for  or  a  condition of the employment of any employee.  Nothing
contained  in  the  Plan  shall  be  deemed to give any employee the right to be
retained  in  the  employ  of  the  Company  or  its Affiliated Companies, or to
interfere  with  the  right of the Company or an Affiliated Company to discharge
any  employee  thereof  at  any  time.  No  employee  shall have any right to or
interest in Options authorized hereunder prior to the grant of such an Option to
such  employee,  and  upon  such grant he or she shall have only such rights and
interests  as are expressly provided herein, subject, however, to all applicable
provisions  of  the  Company's  Certificate of Incorporation, as the same may be
amended  from  time  to  time.

     27.     Information  to  Option  Holders.  During  the  period  any options
             --------------------------------
granted  to  employees  of  the Company remain outstanding, such employee-option
holders  shall  be  entitled  to  receive, on an annual or other periodic basis,
financial and other information regarding the Company.  The Board shall exercise
its discretion with regard to the nature and extent of the financial information
so provided, giving due regard to the size and circumstances of the Company and,
if  the  Company  provides  annual  reports  to  its shareholders, the Company's
practice  in connection with such annual reports.  Notwithstanding the above, if
the  issuance  of  options  under  either  Plan  A  or  Plan B is limited to key
employees  whose  duties  in  connection with the company assure their access to
equivalent  information,  this  section 27 shall not apply to such employees and
plan.  A  copy  of  this Plan shall be delivered to the Secretary of the Company
and  shall  be  shown  by  him  or her to each eligible person making reasonable
inquiry  concerning  it.  A  copy  of  this Plan also shall be delivered to each
Optionee  at  the  time  his  or  her  Options  are  granted.

     28.     Legends  on  Stock  Certificates.  Each  certificate  representing
             --------------------------------
Common  Stock issued under this Plan shall bear whatever legends are required by
federal  or  state  law or by any governmental agency.  In particular, unless an
appropriate  registration  statement is filed pursuant to the Federal Securities
Act  of  1933,  as  amended, with respect to the shares of Common Stock issuable
under  this  Plan,  each  certificate  representing  such  Common Stock shall be
endorsed  on  its  face  with  the  following  legend  or  its  equivalent:

Neither  the Option pursuant to which the shares represented by this certificate
are  issued  nor  said  shares  have been registered under the Securities Act of
1933,  as  amended  (the  "Act").  Transfer  or  sale  of such securities or any
interest  therein  is  unlawful  except  after  registration,  or pursuant to an
exemption  from  the  registration  requirements, as provided in the Act and the
regulations  thereunder.


<PAGE>
     29.     Specific  Performance.  The Options granted under this Plan and the
             ---------------------
Optioned Stock issued pursuant to the exercise of such Options cannot be readily
purchased  or  sold  in  the open market, and, for that reason among others, the
Company  and its shareholders will be irreparably damaged in the event that this
Plan  is  not specifically enforced.  In the event of any controversy concerning
the  right  or obligation to purchase or sell any such Option or Optioned Stock,
such  right  or obligation shall be enforceable in a court of equity by a decree
of  specific  performance.  Such  remedy  shall,  however, be cumulative and not
exclusive,  and  shall  be in addition to any other remedy which the parties may
have.

     30.     Invalid Provision.  In the event that any provision of this Plan is
             -----------------
found  to  be  invalid or otherwise unenforceable under any applicable law, such
invalidity  or  enforceability  shall  not  be  construed as rendering any other
provisions  contained  herein  invalid  or  unenforceable,  and  all  such other
provisions shall be given full force and effect to the same extent as though the
invalid  or  unenforceable  provision  was  not  contained  herein.

     31.     Applicable  Law.  This  Plan  shall be governed by and construed in
             ---------------
accordance  with  the  laws  of  the  State  of  California.

     32.     Successors and Assigns.  This Plan shall be binding on and inure to
             ----------------------
the  benefit  of  the  Company  and  the  employees to whom an Option is granted
hereunder,  and  such  employees'  heirs,  executors,  administrators, legatees,
personal  representatives,  assignees  and  transferees.

     IN  WITNESS WHEREOF, pursuant to the due authorization and adoption of this
Plan  by  the  Board on December 1, 1999, the Company has caused this Plan to be
duly  executed  by  its  duly  authorized  officers.


                                         649.COM,  INC.

                                         /s/ Larry Burbidge
                                         _____________________________________
                                         By:     Larry  Burbidge
                                         Its:    President