EXHIBIT 4.1

                                  Go2Net, Inc.

                             2000 STOCK OPTION PLAN

        1.       Purpose of the Plan.
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         This stock option plan (the "Plan") is intended to provide  incentives:
(a) to the officers and other employees of Go2Net,  Inc. (the "Company") and any
present or future subsidiary  corporations of the Company by providing them with
opportunities  to  purchase  stock in the Company  pursuant  to options  granted
hereunder  which qualify as "incentive  stock  options" under Section 422 of the
Internal  Revenue Code of 1986, as amended (the "Code")  ("ISO" or "ISOs");  and
(b) to officers, employees,  directors,  independent contractors,  advisers, and
consultants  of the  Company  and any  present or future  subsidiaries  or other
entities  designated  by the  Board of  Directors  of the  Company  in which the
Company has a material business interest by providing them with opportunities to
purchase stock in the Company pursuant to options granted hereunder which do not
qualify as ISOs ("Non-Qualified Option" or "Non-Qualified Options").

        2.       Stock Subject to the Plan.
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         (a) The total number of shares of the authorized but unissued shares of
the common  stock,  $.01 par value,  of the Company  ("Common  Stock") for which
options may be granted under the Plan shall not exceed 6,000,000 shares, plus an
annual  increase to be added on October  1st of each year equal to five  percent
(5%) of the outstanding  Common Stock  (including for this purpose any shares of
Common Stock issuable on conversion of any  outstanding  preferred  stock of the
Company) on such date;  provided,  however,  that notwithstanding the foregoing,
the total number of shares of Common Stock for which options  designated as ISOs
may be granted under the Plan shall not exceed  10,000,000  shares, in each case
subject to adjustment as provided in Section 11 hereof.

         (b) If an option  granted  hereunder  shall expire or terminate for any
reason without having been exercised in full, or an option shall be cancelled or
settled in cash, the unpurchased shares subject thereto shall again be available
for subsequent option grants under the Plan.

         (c) Stock  issuable upon  exercise of an option  granted under the Plan
may be subject to such  restrictions  on  transfer,  repurchase  rights or other
restrictions  as shall be  determined  by the Committee (as defined in Section 3
below).

         3.       Administration of the Plan.
                  --------------------------

         (a) The Plan shall be  administered  by a committee  (the  "Committee")
consisting of two or more members of the Company's Board of Directors. The Board
of Directors  may from time to time appoint a member or members of the Committee
in  substitution  for or in addition to the member or members then in office and
may fill vacancies on the Committee  however caused.  The Committee shall choose
one of its members as Chairman and shall hold  meetings at such times and places
as it shall deem  advisable.  A majority of the members of the  Committee  shall
constitute  a quorum and any action may be taken by a majority of those  present
and voting at any meeting. Any action may also be taken without the necessity of
a meeting by a written  instrument  signed by a majority of the  Committee.  The
decision of the Committee as to all questions of interpretation  and application
of the Plan shall be final, binding and conclusive on all persons. The Committee
shall have the authority to adopt,  amend and rescind such rules and regulations
as, in its  opinion,  may be advisable in the  administration  of the Plan.  The
Committee  may  correct  any  defect or supply any  omission  or  reconcile  any
inconsistency  in the Plan or in any Option  Agreement (as defined in Section 5)
in the manner and to the extent it shall deem  expedient  to carry the Plan into
effect and shall be the sole and final judge of such  expediency.  No  Committee
member shall be liable for any action or determination made in good faith.

         (b)  Subject  to the terms of the Plan,  the  Committee  shall have the
authority  to (i)  determine  the  employees  of the Company and its  subsidiary
corporations  (from among the class of  employees  eligible  under  Section 4 to
receive ISOs) to whom ISOs may be granted,  and to determine  (from the class of
individuals eligible under Section 4 to receive  Non-Qualified  Options) to whom
Non-Qualified  Options may be granted; (ii) determine the time or times at which
options may be granted;  (iii)  determine the option price of shares  subject to
each option  which price shall not be less than the minimum  price  specified in
Section 6; (iv)  determine  whether  each  option  granted  shall be an ISO or a
Non-Qualified  Option;  (v)  determine  (subject to Section 9) the time or times
when each option  shall  become  exercisable  and the  duration of the  exercise
period; (vi) determine whether restrictions such as repurchase options are to be
imposed on the shares  subject to options  and the nature of such  restrictions,
and  (vii)  determine  the terms  and  conditions  of the  Option  Agreement  as
described in Section 5.

         4.       Eligibility.
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         Options  designated  as ISOs may be granted  only to officers and other
employees of the Company or any  "subsidiary  corporation" as defined in Section
424 of the Code. Non-Qualified Options may be granted to any officer,  employee,
director,  independent  contractor,  adviser, or consultant of the Company or of
any of its  subsidiaries  or "designated  entities" (as described in Section 1).
Non-Qualified  Options may be granted to an individual  in  connection  with the
hiring or engagement  of the  individual  prior to the date that the  individual
first performs services for the Company, any subsidiary, or designated entity.

         No option  designated as an ISO shall be granted to any employee of the
Company or any subsidiary  corporation if such employee owns,  immediately prior
to the grant of an option,  stock representing more than 10% of the voting power
or more  than 10% of the  value of all  classes  of  stock of the  Company  or a
"parent  corporation"  (as defined in Section  424 of the Code) or a  subsidiary
corporation,  unless the purchase price for the stock under such option shall be
at least 110% of its fair  market  value at the time such  option is granted and
the option, by its terms, shall not be exercisable more than five years from the
date it is granted. In determining the stock ownership under this paragraph, the
provisions of Section  424(d) of the Code shall be  controlling.  In determining
the fair market value under this  paragraph,  the provisions of Section 6 hereof
shall apply.

         The maximum  number of shares of Common  Stock with respect to which an
option or options  may be granted  to any  individual  under the Plan in any one
calendar year shall not exceed  1,000,000  shares of Common  Stock,  taking into
account shares under options that are granted during such calendar year and also
terminated in such calendar  year,  subject to adjustment as provided in Section
11.

         5.       Option Agreement.
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         Each option  shall be  evidenced  by an option  agreement  (the "Option
Agreement") between the Company and the optionee to whom such option is granted,
which  Option  Agreement  shall  comply  with and be  subject  to the  terms and
conditions  of the Plan.  The Option  Agreement  may contain  such other  terms,
provisions and  conditions  which are not  inconsistent  with the Plan as may be
determined by the Committee.  By way of  illustration  and not  limitation,  the
Committee  may  include in the  Option  Agreement  of all or any option  holders
provisions to address special circumstances such as termination of employment by
the Company for cause, change in status from employee to consultant,  forfeiture
of option gains for competition or other  activities  materially  detrimental to
the interests of the Company, beneficiary designations,  reduction in hours from
full-time  employment,  and paid and unpaid leaves of absence. The date of grant
of an option shall be as determined by the  Committee.  More than one option may
be granted to an individual.

         6.       Option Price.
                  ------------

         The option price or prices of shares of the Company's  Common Stock for
options  designated  as  Non-Qualified  Options  shall be as  determined  by the
Committee, but in no event shall the option price be less than the minimum legal
consideration  required  therefor under the laws of the State of Delaware or the
laws of any  jurisdiction in which the Company or its successors in interest may
be organized. The option price or prices of shares of the Company's Common Stock
for ISOs shall be the fair  market  value of such  Common  Stock at the time the
option is granted as determined by the Committee.

         7.       Manner of Payment; Manner of Exercise.
                  -------------------------------------

         (a) Options  granted  under the Plan may provide for the payment of the
exercise  price by delivery  of (i) cash or a check  payable to the order of the
Company in an amount equal to the exercise price of such options, (ii) shares of
Common  Stock of the Company  owned by the  optionee  having a fair market value
equal in amount to the exercise price of the options being  exercised,  or (iii)
any combination of (i) and (ii) provided,  however, that payment of the exercise
price by  delivery  of  shares  of  Common  Stock of the  Company  owned by such
optionee may be made only under such circumstances and on such terms as may from
time to  time be  established  by the  Committee  and  reflected  in the  Option
Agreements.  The fair market value of any shares of the  Company's  Common Stock
which may be delivered  upon  exercise of an option shall be  determined  by the
Committee in accordance with Section 6 hereof. With the consent of the Committee
and reflected in the Option Agreements,  payment may also be made by delivery of
a properly  executed  exercise  notice to the Company,  together  with a copy of
irrevocable  instruments  to a broker to deliver  promptly  to the  Company  the
amount of sale or loan proceeds to pay the exercise  price.  To  facilitate  the
foregoing, the Company may enter into agreements for coordinated procedures with
one or more brokerage firms.

         (b) To the extent that the right to purchase shares under an option has
accrued  and is in effect,  options may be  exercised  in full at one time or in
part  from time to time,  by  giving  written  notice,  signed by the  person or
persons exercising the option, to the Company, stating the number of shares with
respect to which the option is being  exercised,  accompanied by payment in full
for such shares as provided in paragraph (a) above. Upon such exercise, delivery
of a  certificate  for  paid-up  non-assessable  shares  shall  be  made  at the
principal  office of the Company to the person or persons  exercising the option
at such time, during ordinary  business hours,  after ten business days from the
date of receipt of the notice by the  Company,  as shall be  designated  in such
notice,  or at such time,  place and manner as may be agreed upon by the Company
and the person or persons exercising the option.

         8.       Exercise of Options.
                  -------------------

         Subject to the provisions of Sections 9 through 11, each option granted
under the Plan shall be exercisable as follows:

         (a) Vesting.  The option shall either be fully  exercisable on the date
of grant or shall become  exercisable  thereafter  in such  installments  as the
Committee may specify.

         (b)      Full Vesting of Installments.  Once an installment becomes
                  ----------------------------
exercisable it shall remain exercisable until expirationor termination of the
option, unless otherwise specified by the Committee.

         (c)      Partial Exercise.  Each option or installment may be
                  ----------------
exercised at any time or from time to time, in whole or inpart, for up to the
total number of shares with respect to which it is then exercisable.

         (d)  Acceleration  of Vesting.  The  Committee  shall have the right to
accelerate  the date of exercise  of any  installment  or any option;  provided,
however,  that the  Committee  shall not (except as  otherwise  permitted  under
Section 11), without the consent of an optionee, accelerate the exercise date of
any  installment  of any  option  granted  to  any  employee  as an ISO if  such
acceleration  would violate the annual vesting  limitation  contained in Section
422(d) of the Code.

         9.       Term of Options:  Exercisability.
                  --------------------------------

                  (a) Term.  Each  option  shall  expire  not more than ten (10)
years  from the date of the  granting  thereof,  but shall be subject to earlier
termination as provided in the Option Agreement.

                   (b)  Exercisability.  Except  as  otherwise  provided  in the
Option Agreement,  an option granted to an employee optionee who ceases to be an
employee of the Company or one of its subsidiaries  shall be exercisable only to
the extent that the right to purchase  shares  under such option has accrued and
is in effect on the date such  optionee  ceases to be an employee of the Company
or one of its subsidiaries.

         10. Options Not Transferable. The right of any optionee to exercise any
option  granted to him or her shall not be  assignable or  transferable  by such
optionee  otherwise  than by will or the laws of descent  and  distribution,  or
pursuant to a domestic relations order, and any such option shall be exercisable
during the lifetime of such optionee only by him;  provided,  however,  that the
Committee may permit the further  transferability on a general or specific basis
and may impose  conditions  and  limitations  on any permitted  transferee.  Any
option granted under the Plan shall be null and void and without effect upon the
bankruptcy of the optionee to whom the option is granted,  or upon any attempted
assignment or transfer, except as herein provided,  including without limitation
any  purported  assignment,  whether  voluntary or by operation of law,  pledge,
hypothecation  or other  disposition,  attachment,  divorce,  except as provided
above with respect to Non-Qualified Options, trustee process or similar process,
whether legal or equitable, upon such option.

         11.      Adjustments.  Upon the occurrence of any of the following
                  -----------
events, an optionee's rights with respect to optionsgranted to him or her
hereunder shall be adjusted as hereinafter provided, unless otherwise
specifically provided in the written agreement between the optionee and the
Company relating to such option.

         (a) Stock  Dividends  and Stock  Splits.  If the shares of Common Stock
shall be subdivided or combined into a greater or smaller number of shares or if
the Company  shall issue any shares of Common  Stock as a stock  dividend on its
outstanding  Common Stock, the number of shares of Common Stock deliverable upon
the  exercise  of  options  shall  be   appropriately   increased  or  decreased
proportionately, and appropriate adjustments shall be made in the purchase price
per share to reflect such subdivision, combination or stock dividend.

         (b)  Consolidations  or Mergers.  If the Company is to be  consolidated
with or acquired by another entity in a merger, sale of all or substantially all
of the Company's  assets or otherwise (an  "Acquisition"),  the Committee or the
board of  directors  of any  entity  assuming  the  obligations  of the  Company
hereunder (the "Successor Board"),  shall, as to outstanding options, either (i)
make appropriate  provision for the continuation of such options by substituting
on an  equitable  basis  for  the  shares  then  subject  to  such  options  the
consideration  payable with respect to the outstanding shares of Common Stock in
connection with the  Acquisition;  or (ii) upon written notice to the optionees,
provide  that all options  must be  exercised,  to the extent then  exercisable,
within a  specified  number  of days of the date of such  notice,  at the end of
which period the options  shall  terminate;  or (iii)  terminate  all options in
exchange for a cash payment  equal to the excess of the fair market value of the
shares  subject  to such  options  (to the  extent  then  exercisable)  over the
exercise price thereof.

         (c)   Recapitalization   or   Reorganization.   In  the   event   of  a
recapitalization  or  reorganization  of the Company  (other than a  transaction
described in paragraph (b) above) pursuant to which securities of the Company or
of another  corporation  are issued with  respect to the  outstanding  shares of
Common Stock, an optionee upon exercising an option shall be entitled to receive
for the  purchase  price paid upon such  exercise the  securities  he would have
received  if he had  exercised  his  option  prior to such  recapitalization  or
reorganization.

         (d)   Modification  of  ISOs.   Notwithstanding   the  foregoing,   any
adjustments  made  pursuant to  paragraphs  (a), (b) or (c) with respect to ISOs
shall be made only after the Committee,  after  consulting  with counsel for the
Company,  determines  whether such adjustments would constitute a "modification"
of such ISOs (as that term is defined in Section 424 of the Code) or would cause
any adverse tax  consequences  for the  holders of such ISOs.  If the  Committee
determines that such  adjustments  made with respect to ISOs would  constitute a
modification of such ISOs, it may refrain from making such adjustments.

         (e)  Dissolution  or   Liquidation.   In  the  event  of  the  proposed
dissolution  or   liquidation  of  the  Company,   each  option  will  terminate
immediately  prior to the  consummation of such proposed action or at such other
time  and  subject  to such  other  conditions  as shall  be  determined  by the
Committee.

         (f) Issuances of Securities.  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
subject to options.  No adjustments  shall be made for dividends paid in cash or
in property other than securities of the Company.

         (g)      Fractional Shares.  No fractional shares shall be issued under
                  -----------------
the Plan and the optionee shall receive from the Company cash in lieu of such
fractional shares.

         (h)  Adjustments.  Upon the happening of any of the events described in
paragraphs (a), (b) or (c) above,  the class and aggregate  number of shares set
forth in Section 2 hereof that are subject to options which previously have been
or  subsequently  may be  granted  under the Plan  shall  also be  appropriately
adjusted to reflect the events described in such subparagraphs. The Committee or
the Successor  Board shall  determine the specific  adjustments to be made under
this  Section  11  and,  subject  to  Section  3,  its  determination  shall  be
conclusive.

         If any person or entity  owning  restricted  Common  Stock  obtained by
exercise of an option made  hereunder  receives  shares or securities or cash in
connection with a corporate  transaction described in paragraphs (a), (b) or (c)
above as a result  of  owning  such  restricted  Common  Stock,  such  shares or
securities or cash shall be subject to all of the  conditions  and  restrictions
applicable to the  restricted  Common Stock with respect to which such shares or
securities or cash were issued,  unless otherwise determined by the Committee or
the Successor Board.

         12.      No Special Employment Rights.
                  ----------------------------

         Nothing  contained in the Plan or in any option  granted under the Plan
shall confer upon any option  holder any right with respect to the  continuation
of his  employment  by the Company (or any  subsidiary)  or interfere in any way
with the right of the Company (or any  subsidiary),  subject to the terms of any
separate  employment  agreement to the contrary,  at any time to terminate  such
employment or to increase or decrease the compensation of the option holder from
the  rate in  existence  at the  time of the  grant  of an  option.  Whether  an
authorized leave of absence, or absence in military or government service, shall
constitute termination of employment shall be determined by the Committee at the
time.

         13.      Withholding.
                  -----------

         The  Company's  obligation  to deliver  shares or provide any  benefits
under this Plan shall be subject  to the  option  holder's  satisfaction  of all
applicable income,  employment,  and excise tax withholding  requirements of all
applicable  jurisdictions.  With the approval of the  Committee,  which it shall
have sole discretion to grant, and on such terms and conditions as the Committee
may impose, the option holder may satisfy the foregoing condition by electing to
have the  Company  withhold  from  delivery  shares  having a value equal to the
amount of tax to be withheld. The Committee shall also have the right to require
that shares be withheld from delivery to satisfy such condition.

         14.      Restrictions on Issue of Shares.
                  -------------------------------

         (a)  Notwithstanding the provisions of Section 7, the Company may delay
the issuance of shares  covered by the exercise of an option and the delivery of
a certificate  for such shares until the delivery or  distribution of any shares
issued under this Plan  complies with all  applicable  laws  (including  without
limitation,  the  Securities  Act of 1933, as amended),  and with the applicable
rules of any stock  exchange  upon which the shares of the Company are listed or
traded.

         (b) It is intended  that all  exercises of options  shall be effective,
and the Company  shall use its best efforts to bring about  compliance  with all
applicable legal and regulatory  requirements  within a reasonable time,  except
that the Company shall be under no  obligation  to qualify  shares or to cause a
registration  statement  or  a  post-effective  amendment  to  any  registration
statement  to be prepared  for the  purpose of  covering  the issue of shares in
respect of which any option may be exercised,  except as otherwise  agreed to by
the Company in writing.

         15.      Loans.
                  -----

         The  Company  may make loans to  optionees  to permit  them to exercise
options. If loans are made, the requirements of all applicable Federal and state
laws and regulations regarding such loans must be met.

         16.      Modification of Outstanding Options.
                  -----------------------------------

         The Committee may  authorize  the amendment of any  outstanding  option
with the  consent of the  optionee  when and subject to such  conditions  as are
deemed to be in the best  interests  of the Company and in  accordance  with the
purposes of this Plan.

         17.      Approval of Shareholders.
                  ------------------------

         The Plan  shall be  subject  to  approval  by the vote of  shareholders
holding at least a majority of the voting stock of the Company  voting in person
or by proxy at a duly held  shareholders'  meeting,  or by  written  consent  of
stockholders  holding at least a majority  of the voting  stock of the  Company,
within  twelve  (12)  months  after  the  adoption  of the Plan by the  Board of
Directors  and  shall  take  effect as of the date of  adoption  by the Board of
Directors  upon such  approval.  The  Committee may grant options under the Plan
prior to such  approval,  but any such option shall  become  effective as of the
date of grant only upon such  approval and,  accordingly,  no such option may be
exercisable prior to such approval.

         18.      Termination and Amendment.
                  -------------------------

         Unless sooner  terminated as herein provided,  the Plan shall terminate
ten (10) years  from the date upon which the Plan was duly  adopted by the Board
of Directors of the Company.  The Board of Directors  may at any time  terminate
the Plan or make such  modification or amendment  thereof as it deems advisable;
provided,  however,  that except as  provided  in this  Section 18, the Board of
Directors  may not  terminate,  modify,  or amend the Plan  without  shareholder
approval  if such  shareholder  approval  is required  by  applicable  law.  The
Committee may terminate,  amend,  or modify any  outstanding  option without the
consent of the option holder,  provided,  however,  that,  except as provided in
Section 11, without the consent of the optionee,  the Committee shall not change
the number of shares  subject to an option,  nor the exercise the price thereof,
nor extend the term of such option.

         19.      Reservation of Stock.
                  --------------------

         The Company  shall at all times during the term of the Plan reserve and
keep  available  such number of shares of stock as will be sufficient to satisfy
the  requirements  of the Plan and shall pay all fees and  expenses  necessarily
incurred by the Company in connection therewith.

         20.      Limitation of Rights in the Option Shares.
                  -----------------------------------------

         Any communication or notice required or permitted to be given under the
Plan  shall be in  writing,  and  mailed  by  registered  or  certified  mail or
delivered  by hand,  if to the  Company,  to its  principal  place of  business,
attention: President, and, if to an optionee, to the address as appearing on the
records of the Company.